North Jersey Sustainable Communities Consortium. Memorandum Of Understanding

North Jersey Sustainable Communities Consortium Memorandum Of Understanding

North Jersey Sustainable Communities Consortium Page 2 I. BACKGROUND: In June 2009, the U.S. Department of Housing and Urban Development (HUD) joined with the U.S. Department of Transportation, and the Environmental Protection Agency to create an Interagency Partnership for Sustainable Communities. In the context of the federal partnership, HUD created the Sustainable Communities Regional Planning Grant Program in an effort to support metropolitan and multijurisdictional planning efforts that integrate housing, land use, economic and workforce development, transportation, infrastructure plans and to empower jurisdictions to consider the interdependent challenges of economic growth and revitalization, access to opportunity, public health, and environmental impact simultaneously. In August 2011, in response to HUD s FY2011 Sustainable Communities Grant Program solicitation, the Edward J. Bloustein School for Planning and Public Policy at Rutgers University (Rutgers-Bloustein), the North Jersey Transportation Planning Authority (NJTPA), jurisdictions from throughout the NJTPA region, NJ TRANSIT, the NJ Office of Planning Advocacy (NJOPA), Housing and Community Development Network of New Jersey (HCDN-NJ), the Sustainability Institute/Sustainable Jersey at The College of New Jersey; NJ Future; NJ Regional Coalition (NJRC); PlanSmart NJ; and Regional Plan Association (RPA) submitted a collaborative grant application to create the North Jersey Sustainable Communities Consortium (Consortium). In November 2011, HUD notified the Consortium that its application had been selected for an award in the amount of $5 million. As part of the application process, Consortium partners agreed to enter into a formal consortium agreement within 120 days of the effective date of the grant agreement. The effective date of the grant agreement is January 15, 2012. II. III. PURPOSE OF THE CONSORTIUM: The primary purpose of the Consortium shall be to provide a forum for obtaining input into the preparation of a Regional Plan for Sustainable Development ( RPSD ) in accordance with the U.S. Department of Housing and Urban Development s Sustainable Communities Regional Planning Grant program and the HUD-approved grant application. With input from the public and interested parties from throughout the region, the plan will define what sustainable community development means in the planning region and identify ways to align existing plans, regulations, investments, and incentive programs at all levels of government to improve economic and environmental conditions while promoting resource efficiency. A second purpose of the Consortium will be to provide a coordinating framework for Consortium members to advance implementation of the RPSD once it is developed through both individual and collective actions. PURPOSE & DURATION OF THIS MOU: The purpose of this (MOU) is to provide a mutual understanding of the benefits and responsibilities of Consortium membership and to identify the processes and procedures that will govern the business of the Consortium. The signatory parties to this MOU will work cooperatively to prepare a RPSD for the 13-county North Jersey Transportation Planning Authority (NJTPA) region. This MOU shall serve as the consortium agreement required by HUD as part of the Sustainable Communities Regional Planning Grant Program and shall remain in force for the duration of the grant, which is expected to conclude on January 15, 2015.

Page 3 IV. AFFECT ON EXISTING LAWS, STATUTES, ORDINANCES AND REGULATIONS: Nothing in this MOU shall be construed to supersede existing Federal laws and regulations; State statutes and regulations; county ordinances and regulations; or municipal ordinance and regulations, including but not limited to those pertaining to private property rights and due process protections. Any recommendations that may emerge from the planning process conducted as part of this grant shall be subject to the rules, processes and procedures that govern the adoption of laws, statutes, ordinances, regulations and plans at the Federal, State and local levels. V. REGION SERVED: The boundaries of the Consortium region shall be coterminous with the 13-county NJTPA region which includes: Bergen, Essex, Hudson, Hunterdon, Middlesex, Monmouth, Morris, Ocean, Passaic, Somerset, Sussex, Union, and Warren Counties. VI. VII. CONSORTIUM MEMBERSHIP AND JOINABILITY: Membership in the Consortium shall be voluntary and open to any public jurisdiction, agency or authority; non-governmental organization; neighborhood association; community and faith-based organization; private business or company; or educational institution located in the region or serving the region subject to approval by the Consortium Executive Committee. Any party wishing to become a member of the Consortium may do so at any time by requesting membership. Decisions regarding Consortium membership requests will be based on criteria established by the Consortium Executive Committee upon adoption of the Consortium Bylaws. Membership shall become effective upon signature of this MOU. CONSORTIUM STEERING COMMITTEE: The following jurisdictions, agencies and organizations shall be eligible to become members of the Consortium Steering Committee: Metropolitan Planning Organizations: North Jersey Transportation Planning Authority (NJTPA) Public Jurisdictions: Bergen County City of Elizabeth City of Newark City of New Brunswick City of Jersey City City of Paterson Essex County Hudson County Hunterdon County Middlesex County Morris County Monmouth County Ocean County Passaic County Somerset County Sussex County Union County Warren County Non-Governmental Organizations: Housing and Community Development Network of New Jersey (HCDN-NJ New Jersey Future (NJ Future) New Jersey Regional Coalition (NJRC) PlanSmart NJ Regional Plan Association (RPA)

Page 4 Educational Institutions: Edward J. Bloustein School for Planning and Public Policy at Rutgers University (Rutgers-Bloustein) The Institute for Sustainability/Sustainable Jersey at The College of New Jersey State Agencies: New Jersey Office of Planning Advocacy (NJOPA) NJ TRANSIT The initial composition of the Consortium Steering Committee shall include those jurisdictions, agencies and organizations that voluntarily sign this MOU by the time of the Steering Committee is first convened on or about June 15, 2012. Membership changes after the first meeting of the Steering Committee shall be in accordance with the Consortium Bylaws. VIII. MEMBER BENEFITS AND RESPONSIBILITIES: The following benefits and responsibilities of membership shall apply: A. General Members: Benefits: 1. Opportunity to participate on one of the standing committees and/or partnership groups that will provide formal input into shaping the RPSD. 2. Access to technical assistance in a variety of subject areas. 3. Free or discounted registration to Consortium annual meeting/conference, workshops, webinars and other learning events sponsored by the Consortium. 4. Eligible to apply for Local Demonstration Project program which includes approximately $2.5 million set-aside for implementation of locally-defined projects. 5. NGO members will be eligible to apply for micro-grant funding to support participation in the process to develop RPSD. 6. Eligible for bonus points and/or preferred consideration when applying for some Federal grant programs sponsored by HUD, USDOT, USEPA and other agencies. 7. Priority access to expertise and assistance provided by Federal agencies. Responsibilities: 1. Work to advance the HUD-DOT-EPA Federal Partnership for Sustainable Communities livability principles as they may be applied in the region and the project goals to be established as part of the planning process (see Section XVI). 2. Participate in the Consortium by sitting on one or more of the Consortium s standing committees and/or partnership groups if invited to do so by the Consortium Executive Committee.

Page 5 3. Attend the Consortium s annual meeting/conference and at least two additional learning events sponsored by the Consortium each year. 4. Share plans, information and data if requested. 5. Respond to an annual survey that will help track implementation activity and identify success stories as part of annual progress review process. 6. Make a good faith effort to advance implementation of the RPSD, once developed, through the plans, policies, programs and investment decisions under their purview and within the constraints of available financial and other resources. B. Steering Committee Members: In addition to the benefits and responsibilities of General Members, the following additional benefits and responsibilities shall apply to Steering Committee members: Benefits: 1. County and City members shall receive a $10,000 start-up grant to support their active participation in the process to develop the RPSD. 2. County and City members shall be eligible to apply for supplemental capacity grants to undertake outreach and planning activities within their jurisdiction in support of RPSD development and implementation. Responsibilities: 1. Designate a primary representative and two alternates eligible to vote at Steering Committee meetings. 2. Attend Steering Committee meetings and Executive Committee meetings (if so seated) on a regular basis. 3. Serve on at least one of the Consortium s three standing committees and attend meeting on a regular basis. 4. Finalize and adopt Consortium By-laws. 5. Establish strategic direction and set priorities for the Consortium. 6. Work with the Project Team to define the structure of local capacity grant and local demonstration project programs. 7. Oversee process to develop regional plan. 8. Approve changes to Steering Committee and Executive Committee membership. 9. Resolve conflicts between members/implementation partners. 10. Serve as informed partner/advocate for the Consortium and help to recruit general members as appropriate.

Page 6 IX. CONSORTIUM PROJECT TEAM: A core group of Consortium Steering Committee members will provide the organizational capacity and expertise necessary to execute the work plan for this grant. The project team shall include: Rutgers Bloustein; NJTPA; HCDN-NJ, the Sustainability Institute/Sustainable Jersey@TCNJ; NJ Future; NJRC; PlanSmart NJ; RPA; NJ TRANSIT; and NJOPA. X. ADDITIONAL DUTIES AND RESPONSIBILITIES OF CONSORTIUM PROJECT TEAM MEMBERS: In addition to fulfilling their responsibilities as members of the Steering Committee, Project Team members agree that they shall have the following additional duties and responsibilities: 1. Execute the HUD-approved Work Plan for the grant in accordance with the subcontract agreement entered into with Rutgers-Bloustein. 2. Provide match/leverage funds and/or in-kind services as defined in grant application and HUDapproved budget for the grant. 3. Participate in monthly project team meetings/conference calls. 4. Prepare and submit quarterly progress reports documenting specific work activities undertaken, lessons learned during the reporting period, work planned for the next period, and any issues encountered that may impact completing work tasks in a timely manner. 5. Prepare and submit quarterly financial reports documenting project-related costs, including reimbursable expenses, match and leverage cost-sharing (if applicable). 6. Work cooperatively to seek supplemental funding from other sources to further leverage the work of the Consortium and completion of the grant work plan. XI. XII. ADMINISTRATIVE AND FISCAL AGENT: The parties to the MOU agree that Rutgers-Bloustein shall serve as the administrative and fiscal agent for the Consortium. In that capacity Rutgers-Bloustein will act as the liaison between the Consortium and HUD; and will work closely with the Consortium Steering Committee and/or its Executive Committee to oversee the day-to-day work of the Project Team and implementation of the overall work plan. Jon Carnegie, Executive Director of the Alan M. Voorhees Transportation Center at Rutgers-Bloustein (VTC), will serve as the Project Director. David Aimen, Assistant Director of Planning and Technical Assistance at VTC will serve as the Project Manager. ACCOUNTABILITY: All parties to this MOU are expected to meet the responsibilities listed in Sections VIII and X of the MOU as they may apply. Failure to meet these responsibilities, including failure to attend meetings of the Consortium Steering Committee, Executive Committee, standing committees and/or partnership groups (if so assigned) on a regular basis, may result in termination of Consortium membership, including any member benefits still due. Termination of Consortium membership shall be in accordance with the process and criteria established by the Consortium Executive Committee. Consortium Project Team members, jurisdictions that receive local capacity grant funds and nongovernmental organizations that receive micro-grant funding will be subject to additional accountability provisions, including: specific requirements related to accounting practices and audit requirements; progress reporting; schedule for work product delivery; budget compliance and others as may be set forth in the Cooperative Agreement established by HUD and the subcontract agreements executed with Rutgers-Bloustein.

Page 7 XIII. CONSORTIUM MANAGEMENT STRUCTURE: As shown in Figure 1, the management structure for the Consortium will include a Steering Committee and Executive Committee which will be the primary decision-making bodies of the Consortium. The Consortium will also have three standing committees, and six affiliated partnership groups that will serve in an advisory capacity to the Steering Committee and Executive Committee. Figure 1: North Jersey Sustainable Communities Consortium Management Structure The composition of the Consortium Steering Committee, Executive Committee, standing committees and partnership groups shall be as follows: A. Consortium Steering Committee: The Consortium Steering Committee shall be comprised of up to 35 voting members, including: one representative each from the region s 13 counties (Bergen, Essex, Hudson, Hunterdon, Middlesex, Monmouth, Morris, Ocean, Passaic, Somerset, Sussex, Union and Warren); one representative each from the five core cities designated as Urban Centers by New Jersey s State Planning Act (Elizabeth, Newark, New Brunswick, Jersey City, and Paterson); the executive director of NJTPA; one representative each from the NGO members of the Consortium Project Team; one representative each from NJ TRANSIT and NJOPA; one representative each from the three Standing Committees; and one representatives from five of the six affiliated partnership groups. The State Agency Partnership shall be represented on the Consortium Steering Committee by NJOPA. If any jurisdictions, agency or organization described herein fails to join the Consortium by signing this MOU, said seat shall remain vacant until such time as the entity initiates membership by signing the MOU. Rutgers-Bloustein shall serve as Secretary and Chair of the Steering Committee and shall serve as a non-voting member unless any vote of the Steering Committee results in a tie. In this instance, Rutgers-Bloustein shall cast the tie-breaking vote. B. Consortium Executive Committee: The Consortium Executive Committee shall be comprised of up to 11 voting members including: the NJTPA executive director; one representative from the

Page 8 City of Newark; one representative from the City of Jersey City; three county representatives appointed in a manner consistent with the Bylaws; one representative from NJ Office of Planning Advocacy; one representative from NJ TRANSIT; and one representative from each of the Consortium s three standing committees appointed in a manner consistent with the Consortium Bylaws. Rutgers-Bloustein shall serve as Secretary and Chair of the Executive Committee and shall serve as a non-voting member unless any vote of the Executive Committee results in a tie. In this instance, Rutgers-Bloustein shall cast the tie-breaking vote. C. Standing Committees: The Consortium shall have three standing committees designed to help inform and steer key aspects of RPSD development and implementation. The Consortium s three standing committees Livability and Environment, Economic Competitiveness and Workforce Development, and Society and Community will play a central role in the regional visioning, scenario development and strategy identification processes. Each will have primary responsibilities for assessing conditions, defining goals and performance metrics, and identifying aggressive but realistic implementation strategies for the topic areas under their committee s purview. Each member of the Steering Committee will be assigned to one or more of the standing committees. Additional committee membership will be drawn from the pool of Consortium general members and other regional stakeholders as needed to provide sufficient subject matter expertise and a balance of perspectives related to the functional areas under the purview of the committees. Participation on any of the three standing committees will be voluntary and by invitation of the Consortium Executive Committee and will be open to any public jurisdiction, agency, or authority; non-governmental organization, educational institution or private entity deemed appropriate by the Consortium Executive Committee. In the event an invitee is not already a member of the Consortium, every effort will be made to encourage said entity to join the Consortium by signing a Consortium MOU. D. Affiliated Partnership Groups: The Consortium shall have six affiliated partnership groups that serve in an advisory capacity to the Consortium Steering Committee, Executive Committee and three standing committees. The composition of these groups shall be as follows: 1. The Local District Council (LDC) Partnership will include representatives from each of the LDCs established in the region and other grass-roots advocacy groups, faith-based organizations and community-based partners. 2. The State Agency Partnership will include representatives from NJDCA, NJDOT, NJ TRANSIT, NJDEP, NJOPA, NJ Department of Labor and Workforce Development (NJDOL), NJ Department of Health and Senior Services (NJDHSS), NJ Department of Education (NJDOE), NJ Housing and Mortgage Finance Agency (NJHMFA), NJ Redevelopment Authority (NJRA), and NJ Economic Development Authority (NJEDA), the NJ Highlands Council, the Meadowlands Commission and the Pinelands Commission and any other state agency or authority deemed appropriate by the Consortium Executive Committee.

Page 9 3. The Private Business and Industry Partnership will include representatives from regional and local chambers of commerce, corporations representing key industry sectors, banks and other financial institutions, real estate developers and brokers and others deemed appropriate by the Consortium Executive Committee. 4. The Inter-Regional Partnership will include representative from the Regional Plan Association, the NY-CT Sustainable Communities Consortium, the Lehigh Valley Sustainable Communities Consortium, as well as representatives from the other MPOs in the New York, New Jersey, Pennsylvania, and Connecticut region, the Port Authority of New York and New Jersey and others deemed appropriate by the Consortium Executive Committee. 5. The Environmental Justice Communities Partnership will include representatives from environmental justice organizations, as well as from each municipality in the region that has a high proportion of the population that is affected by environmental justice issues if they choose to participate. 6. The Housing and Community Development Partnership will include representatives from municipal and county public housing authorities and agencies and nongovernmental organizations whose primary mission is the development and/or management of affordable and workforce housing. Participation on any of the partnership groups will be voluntary and by invitation of the Consortium Executive Committee and will be open to any public jurisdiction, agency, or authority; non-governmental organization or private entity deemed appropriate by the Consortium Executive Committee. In the event an invitee is not already a member of the Consortium, every effort will be made to encourage said entity to join the Consortium by signing a Consortium MOU. XIV. XV. CONSORTIUM DECISION-MAKING: The Consortium Steering Committee and its Executive Committee shall be the primary decision-making bodies of the Consortium. The Steering Committee and Executive Committee will function according to bylaws adopted at the first meeting of the Consortium Steering Committee. These bylaws, as they may from time to time be amended, shall be incorporated as part of this MOU by reference. A copy of the draft Bylaws is included as Attachment 1 to this MOU. PUBLIC ENGAGEMENT AND PROJECT TEAM WORK PLAN: The Consortium Project Team will develop and implement a broad-based and comprehensive public involvement plan designed to engage residents, businesses, local government officials and others from throughout the region in the process to develop and implement the RPSD. This process will include community outreach, written and visual materials and information accessible to populations with access and functional needs. The public involvement plan will ensure the participation of a wide range of individuals, including populations traditionally underrepresented in public planning processes, to ensure a diversity of viewpoints and perspectives are considered. An overview of the process to be undertaken to develop the RPSD and the work plan to be followed by the Project Team, including: a list of tasks and major activities to be completed; expected results from each task; and a list of progress measures and major milestones is provided as Attachment 2 of this MOU.

Page 10 XVI. GUIDING PRINCIPLES AND PROJECT GOALS: The parties to this MOU agree to work collaboratively to advance the following six livability principles which were established by the HUD-DOT-EPA Federal Partnership for Sustainable Communities: 1. Provide more transportation choices to increase safety, accessibility, and reliability while reducing household transportation costs. 2. Promote equitable, affordable housing that expands location-and energy-efficient housing choices. 3. Improve economic competitiveness of neighborhoods by giving people reliable access to employment centers, educational opportunities, and other basic services. 4. Target Federal funding toward existing communities to increase community revitalization, maintain infrastructure & support local needs. 5. Coordinate policies and leverage funding to remove barriers to collaboration, leverage funding and increase the effectiveness of existing programs. 6. Enhance the unique characteristics of all communities, whether rural, suburban or urban. The planning process to be undertaken as part of this grant will seek input from the public and other interested parties regarding how the principles can be best applied in the planning region. The parties further agree to work collaboratively to identify and advance a comprehensive set of longterm regional planning goals. The process to identify these goals will include consideration of the preliminary goals articulated in the Consortium s grant application, which included the following: 1. Strengthen the region s economic base by growing jobs in key industry sectors and leveraging economic assets such as the region s well-educated workforce, the port/airport complex and concentrations of employment in the region s core cities. 2. Integrate economic and workforce development initiatives to support priority industry clusters. 3. Align existing plans, programs and regulations at all levels of government. 4. Improve transportation connections and choices to better link where people live with where they need to go. 5. Focus residential and employment growth in areas with existing infrastructure (including transit service) to reduce future costs at all levels of government. 6. Consider equity issues throughout the planning and implementation process, including: access to opportunity (jobs, education, fresh food, etc.) for all the region s residents as well as consideration of the benefits and burdens that accrue to areas prioritized for growth and those identified for more limited growth and preservation. 7. Engage a broad spectrum of the public, businesses, local government officials and other interested parties to develop locally defined long-term planning goals for the region.

Page 11 XVII. XVIII. XIX. RECORD KEEPING AND TRANSPARENCY: Executed copies of this MOU will be kept on file at the Rutgers-Bloustein business office located at 33 Livingston Avenue, New Brunswick, NJ 08901. Consortium membership rosters will be kept current at all times and will be made available to the public via the North Jersey Sustainable Communities Consortium website. Documentation, including meeting notices, attendance records and meeting reports of all meetings of the Consortium, Consortium Steering Committee, Consortium Executive Committee, standing committees, and affiliated partnership groups will be made available to the public via the Consortium website within 45 days after the meetings are held. WITHDRAWAL FROM THE CONSORTIUM: Any member may, at any time, provide written notice to Rutgers-Bloustein of their intent to withdraw from the Consortium. This will result in the termination of any benefits due to the member unless the parties agree to the contrary under mutually acceptable terms. SIGNATURE: This MOU shall become effective upon signature by a duly authorized representative of the entity wishing to become a member of the Consortium. By signing this MOU, the entity agrees to join the North Jersey Sustainable Communities Consortium and comply with the provisions of the MOU. Signature Name: Date: Title: Organization: Please return signed MOU to: Mr. Jon Carnegie, Executive Director Alan M. Voorhees Transportation Center Edward J. Bloustein School of Planning and Public Policy Rutgers, The State University of New Jersey 33 Livingston Avenue New Brunswick, New Jersey 08901

ATTACHMENT 1 North Jersey Sustainable Communities Consortium Proposed Bylaws Page 12 ARTICLE I. NAME The name of this organization shall be the North Jersey Sustainable Communities Consortium ( Consortium ). Its principal place of business shall be the offices of the Alan M. Voorhees Transportation Center at Rutgers, The State University of New Jersey, 33 Livingston Avenue, New Brunswick, New Jersey 08901. ARTICLE II. REGION SERVED The boundaries of the Consortium region shall be coterminous with the 13-county North Jersey Transportation Planning Authority (MPO) region which includes: Bergen, Essex, Hudson, Hunterdon, Middlesex, Monmouth, Morris, Ocean, Passaic, Somerset, Sussex, Union, and Warren Counties. ARTICLE III. PURPOSE The primary purposes of the Consortium shall be: 1) to provide a forum for public and stakeholder input into the preparation of a Regional Plan for Sustainable Development ( RPSD ) in accordance with the U.S. Department of Housing and Urban Development s Sustainable Communities Regional Planning Grant program and the HUDapproved grant application; 2) provide a coordinating framework for Consortium members to advance and implement the RPSD through both individual and collective actions. ARTICLE IV. CONSORTIUM GENERAL MEMBERSHIP General membership in the Consortium shall be voluntary and open to any public jurisdiction, agency or authority; non-governmental organization; neighborhood association; community and faith-based organization; private business or company; or educational institution located in the region or serving the region, subject to approval by the Consortium Executive Committee. Decisions regarding Consortium membership requests will be based on criteria established by the Consortium Executive Committee and adopted as an addendum to these Bylaws upon first adoption. Any party wishing to become a member of the Consortium may do so at any time by requesting membership. Membership shall become effective upon signature of a Consortium MOU. ARTICLE V. CONSORTIUM MANAGEMENT STRUCTURE The Consortium management structure includes a Steering Committee and Executive Committee which will be the primary decision-making bodies of the Consortium. The Consortium will also have three standing committees, and six Partnership Groups that will serve in an advisory capacity to the Steering Committee and Executive Committee. The Consortium Steering Committee and Executive Committee will conduct business in accordance with the provisions set forth in these Bylaws. ARTICLE VI. CONSORTIUM STEERING COMMITTEE Section 1. Membership The Consortium Steering Committee shall be comprised of up to 35 voting members, including: one representative each from the region s 13 counties (Bergen, Essex, Hudson, Hunterdon, Middlesex, Monmouth, Morris, Ocean, Passaic, Somerset, Sussex, Union and Warren); one representative each from the five core cities

Page 13 designated as Urban Centers by New Jersey s State Planning Act (Elizabeth, Newark, New Brunswick, Jersey City, and Paterson); the executive director of NJTPA; one representative each from the NGO members of the Consortium Project Team; one representative each from NJ TRANSIT and NJOPA; one representative each from the three standing committees; and one representative each from five of the six Partnership Groups. The State Agency Partnership shall be represented on the Consortium Steering Committee by NJOPA. If any of the jurisdictions, agencies or organizations described herein fails to join the Consortium by signing the Consortium MOU, said seat shall remain vacant until such time as the entity initiates membership by signing the MOU. The Consortium Executive Committee shall review the membership of the Steering Committee on a semi-annual basis to ensure the composition of Steering Committee adequately reflects the diversity of perspectives necessary to prepare and implement a RPSD that fulfills the objectives of the Sustainable Communities Regional Grant Program. Based on the semi-annual review, the Executive Committee shall report to the Steering Committee its findings and make recommendations to the Steering Committee regarding any changes in composition that may be warranted. Changes to Steering Committee membership must be approved by a 3/5 affirmative vote of those present at the meeting during which a vote is taken. Section 2. Representatives and Authorization to Vote Each jurisdiction, agency and organization having a seat on the Steering Committee shall designate a primary and two alternate representatives authorized to vote on behalf of the jurisdiction, agency or organization. Designation of the voting representatives shall be made in writing by sending a letter to Rutgers-Bloustein identifying the primary and two alternate representatives as such with the following information for each named representative: Name, Title, Affiliation, Mailing Address, Phone Number, Fax Number and Email Address. The letter must be signed by an authorized representative of the jurisdiction, agency or organization. In the case of a government jurisdiction, unless designated otherwise, the primary voting representative shall be the highest elected official in that jurisdiction. The individuals identified in writing shall be the only three permitted to vote on behalf of the jurisdiction, agency or organization. The Executive Committee when establishing the three standing committees and the five Partnerships groups shall designate a Chair and Vice Chair for each Committee and Partnership Group. The Chair shall serve as the primary voting representative to the Steering Committee. The Vice Chair shall serve as the alternate voting member. Representatives to the Consortium Steering Committee shall serve a term of three years or until such time as a request to change the voting representatives is received in writing by Rutgers-Bloustein. Section 3. General Responsibilities and Functions The responsibilities of the Steering Committee shall include the following: 1. Designate a primary representative and two alternates eligible to vote at Steering Committee meetings. 2. Serve on at least one of the Consortium s three standing committees and attend meeting on a regular basis. 3. Attend Steering Committee meetings, Executive Committee meetings if so seated on a regular basis. 4. Finalize and adopt Consortium By-laws. 5. Establish strategic direction and set priorities for Consortium. 6. Work with the Consortium Project Team to define the structure of Local Capacity Grant and Local Demonstration Project programs.

Page 14 7. Oversee process to develop regional plan. 8. Approve changes to Steering Committee and Executive Committee membership. 9. Resolve conflicts between members/implementation partners. 10. Serve as informed spokesperson/advocate for the Consortium and help to recruit general members as appropriate. Section 4. Meetings, Quorum and Voting The Steering Committee shall meet up to three times annually or more often as needed at the discretion of the Executive Committee. The Steering Committee may only conduct business if a quorum of its members is present at the meeting. A quorum shall be achieved if one more than 50 percent of the seated members of the Steering Committee are present at the meeting. Each member of the Steering Committee shall have one vote. The Steering Committee shall operate by consensus. Consensus shall be defined as an affirmative vote by threefifths of the Steering Committee members present at the meeting. Members shall be permitted to attend meetings via conference call if necessary. Any member participating via conference call shall be considered present at the meeting for the purpose of counting quorum and voting. Section 5. Steering Committee Secretary and Chair Rutgers-Bloustein shall serve as the Secretary and Chair to the Steering Committee and shall be responsible for all communications, meeting logistics and record-keeping associated with the Steering Committee. Rutgers- Bloustein shall be responsible for running each meeting of the Steering Committee in accordance with the procedures set forth in these Bylaws. Rutgers-Bloustein shall serve as a non-voting member of the Steering Committee unless any vote of the Steering Committee results in a tie. In this instance, Rutgers-Bloustein shall cast the tie-breaking vote. ARTICLE VII. CONSORTIUM EXECUTIVE COMMITTEE Section 1. Membership The members of the Consortium Executive Committee shall include: the NJTPA executive director; one representative from the City of Newark; one representative from the City of Jersey City; three county representatives selected in accordance with these Bylaws; one representative from NJ Office of Planning Advocacy; one representative from NJ TRANSIT; and one representative from each of the Consortium s three standing committees. Section 2. General Responsibilities and Functions The responsibilities of the Executive Committee shall include the following: 1. Respond to the day-to-day management needs of the Consortium. 2. Act on behalf of the Consortium Steering Committee in the implementation of the policy decisions, directives and guidance of the Steering Committee. 3. Set the agenda for Steering Committee meetings. 4. Establish criteria for Consortium membership, withdrawal and termination. 5. Consider and resolve requests for Consortium membership, membership withdrawal and/or membership termination as necessary. 6. Invite participation on committees and select Chairs and Vice Chairs for each. 7. Invite participation on partnership groups and designate one representative and one alternate to sit on Consortium Steering Committee.

Page 15 8. Work with the Consortium Project Team to define the structure of the Local Government Capacity grant program and criteria for supplemental capacity grants and approve requests for supplemental capacity grant awards. 9. Work with the Consortium Project Team to define the NGO Micro-grant program and criteria for reviewing applicants and recommend which organizations should receive awards. 10. Work with the Consortium Project Team to define the structure of the Local Demonstration Projects program and criteria for selection of projects and recommend projects for awards. 11. On a semi-annual basis, review the composition of the Consortium Steering Committee and Executive Committee to ensure that it adequately reflects the diversity of perspectives necessary to complete a RPSD that fulfills the objectives of the Sustainable Communities Regional Grant Program and that can be implemented in the region upon adoption by regional policy makers and government entities; report finding to the Steering Committee and make recommendations regarding changes to Steering Committee and Executive Committee composition. 12. Review and approve requests for Preferred Sustainability Status from applicants in the region seeking funding through qualifying Federal grant programs sponsored by HUD, USDOT, and USEPA. Section 3. Meetings, Quorum and Voting The Executive Committee shall meet up to six times annually or more often as needed at the discretion of the Chair. The Executive Committee may only conduct business if a quorum of its members is present at the meeting. A quorum shall be achieved if one more than 50 percent of the seated members of the Executive Committee are present at the meeting. Each member of the Executive Committee shall have one vote. The Executive Committee shall operate by consensus. Consensus shall be defined as an affirmative vote by one more than 50% of the members of the Executive Committee present at the meeting. Members shall be permitted to attend meetings via conference call if necessary. Any member participating via conference call shall be considered present at the meeting for the purpose of counting quorum and voting. Section 4. Executive Committee Secretary and Chair Rutgers-Bloustein shall serve as the Secretary and Chair to the Executive Committee and shall be responsible for all communications, meeting logistics and record-keeping associated with the Executive Committee. Rutgers- Bloustein shall be responsible for running each meeting of the Executive Committee in accordance with the procedures set forth in these Bylaws. Rutgers-Bloustein shall serve as a non-voting member of the Executive Committee unless any vote of the Executive Committee results in a tie. In this instance, Rutgers-Bloustein shall cast the tie-breaking vote. Section 5. Selection of County representatives to Executive Committee The three county representatives to the Executive Committee shall be appointed by the NJTPA Chair and Vice Chair, in consultation with Rutgers-Bloustein. ARTICLE VIII. CONSORTIUM STANDING COMMITTEES The Consortium shall have three standing committees that serve in an advisory capacity to the Consortium Steering Committee and Executive Committee. The Consortium s three standing committees shall include: 1. Livability and Environment 2. Economic Competitiveness and Workforce Development 3. Society and Community

Page 16 Section 1. Membership Each member of the Consortium Steering Committee will affiliate with one or more of the standing committees. Additional committee membership will be drawn from the pool of Consortium general members and other regional stakeholders as needed to provide sufficient subject matter expertise and a balance of perspectives related to the functional areas under the purview of the committees. Participation on any of the three standing committees will be by invitation of the Executive Committee. In the event an invitee is not already a member of the Consortium, every effort will be made to encourage said entity to join the Consortium by signing a Consortium MOU. Section 2. General Responsibilities and Functions The responsibilities of each committee shall include but may not be limited to the following: 1. Identify the topics and subtopics to be addressed by the committee. 2. Advise the Consortium Project Team with regard to assessing existing conditions and needs and understanding current trends related to each topic area under the committee s purview 3. Work with the Consortium Project Team to identify strengths, weaknesses, opportunities and constraints in each topic area under the committee s purview. 4. Participate in the regional scenario planning process. 5. Work with the Consortium Project Team to: define goals; identify aggressive but realistic implementation strategies; priority projects and performance metrics to measure progress toward achieving the goals; and other implementation recommendations as necessary for the topic areas under their committee s purview. 6. Identify potential local demonstration project ideas to be considered for funding as part of the local demonstration projects program. 7. Support the Consortium s public engagement activities. Section 3. Committee Leadership and Staff The Consortium Executive Committee will appoint a Chair and Vice Chair for each committee. The Chair and Vice Chair will be selected from each committee s full membership. The Chair shall serve as primary voting member of the Consortium Steering Committee and Executive Committee and shall represent the interests of the committee on those two decision-making bodies. The Vice Chair shall serve as the alternate voting member. A member of the Consortium Project Team will be assigned to each Committee to provide staff support to the committee and facilitate committee meetings. The Project Team member assigned to each committee shall be responsible for all communications, meeting logistics and record-keeping associated with the committees. Section 4. Meetings, Quorum and Voting Each committee will meet up to 6 times annually or more often as needed at the discretion of the Chair. The purpose of each meeting will be to facilitate discussion and solicit input from committee members at key points in the RPSD development and implementation process. Given the advisory nature of the committees, meeting attendance shall be recorded but no quorum shall be required for the committees to meet and conduct business. No formal voting will take place.

Page 17 ARTICLE IX. Consortium Partnership Groups The Consortium shall have six affiliated partnership groups that serve in an advisory capacity to the Consortium Steering Committee and Executive Committee. The partnership groups are intended to provide a forum for specific constituencies to provide input on key aspects of RPSD throughout the plan development and implementation process. The Consortium s six partnership groups shall include: 1. Local District Council Partnership 2. State Agency Partnership 3. Private Business & Industry Partnership 4. Inter-Region Partnership 5. Environmental Justice Community Partnership 6. Housing and Community Development Partnership Section 1. Membership Participation on any of the affiliated partnership groups shall be by invitation of the Consortium Executive Committee and will be open to any public jurisdiction, agency, or authority; non-governmental organization or private entity deemed appropriate by the Consortium Executive Committee. In the event an invitee is not already a member of the Consortium, every effort will be made to encourage said entity to join the Consortium by signing a Consortium MOU. The composition of these groups shall be as follows: 1. The Local District Council (LDC) Partnership will include representatives from each of the LDCs established in the region and other grass-roots advocacy groups, faith-based organizations and community-based partners. 2. The State Agency Partnership will include representatives from NJDCA, NJDOT, NJ TRANSIT, NJDEP, NJOPA, NJ Department of Labor and Workforce Development (NJDOL), NJ Department of Health and Senior Services (NJDHSS), NJ Department of Education (NJDOE), NJ Housing and Mortgage Finance Agency (NJHMFA), NJ Redevelopment Authority (NJRA), and NJ Economic Development Authority (NJEDA), the NJ Highlands Council, the Meadowlands Commission and the Pinelands Commission and any other state agency or authority deemed appropriate by the Consortium Executive Committee. 3. The Private Business and Industry Partnership will include representatives from regional and local chambers of commerce, corporations representing key industry sectors, banks and other financial institutions, real estate developers and brokers and others deemed appropriate by the Consortium Executive Committee. 4. The Inter-Regional Partnership will include representative from the Regional Plan Association, the NY-CT Sustainable Communities Consortium, the Lehigh Valley Sustainable Communities Consortium, as well as representatives from the other MPOs in the New York, New Jersey, Pennsylvania, and Connecticut region, the Port Authority of New York and New Jersey and others deemed appropriate by the Consortium Executive Committee. 5. The Environmental Justice Communities Partnership will include representatives from environmental justice organizations, as well as from each municipality in the region that has a high proportion of the population that is affected by environmental justice issues that choose to participate.

Page 18 6. The Housing and Community Development Partnership will include representatives from municipal and county public housing authorities and agencies and non-governmental organizations whose primary mission is the development and/or management of affordable and workforce housing. Section 2. General Responsibilities and Functions The responsibilities of each Partnership Group shall include but may not be limited to the following: 1. Advise the Consortium Project Team with regard to assessing existing conditions and needs and understanding current trends in the region. 2. Work with the Consortium Project Team to identify strengths, weaknesses, opportunities and constraints in the topic area to be addressed in the RPSD. 3. Work with the Consortium Project Team to: define goals; identify aggressive but realistic implementation strategies; priority projects and performance metrics to measure progress toward achieving the goals; and other implementation recommendations as necessary for the topic areas to be addressed in the RPSD. 4. Identify potential local demonstration projects to be considered for funding as part of the local demonstration projects program. 5. Support the Consortium s public engagement activities. Section 3. Partnership Group Leadership and Staff The Consortium Executive Committee will appoint one primary representative and one alternate from each Partnership Group (excluding the State Agency Partnership) to serve on the Consortium Steering Committee. The primary representative and alternate will be selected from the group s full membership and shall represent the interests of the partnership group full membership on the Consortium Steering Committee. A member of the Consortium Project Team will be assigned to each Partnership Group to provide staff support to the group and facilitate group meetings. The Project Team member assigned to each group shall be responsible for all communications, meeting logistics and record-keeping associated with the group s activities. Section 4. Meetings, Quorum and Voting Each Partnership Group will be convened 2 times annually or more often as needed at the discretion of the Consortium Executive Committee and Project Team. The purpose of each meeting will be to facilitate discussion and solicit input from Partnership Group members at key points in the RPSD development and implementation process. Given the advisory nature of the partnership groups, meeting attendance shall be recorded but no quorum shall be required for the groups to meet and conduct business. No formal voting will take place. ARTICLE X. BYLAW AMENDMENTS These Bylaws may be altered or amended as needed to ensure the proper functioning of the Consortium. Amendments must be approved by the affirmative vote of three-fifths of the seated membership of the Consortium Steering Committee. Proposed amendments to the Bylaws shall be provided to members of the Consortium Steering Committee at least 10 business days prior the meeting at which a vote will be taken. ARTICLE XI. RULES OF ORDER Meetings of the Consortium Steering Committee and Executive Committee shall be run according to the parliamentary authority set forth in the current edition of Robert s Rules of Order Newly Revised for all matters not covered in these Bylaws.

ADOPTED: Adopted by an affirmative vote of the Consortium Steering Committee on. Such vote attested by: Page 19 Jon A. Carnegie, AICP/PP Date: North Jersey Sustainable Communities Consortium Project Director/Steering Committee Secretary and Chair Witness Signature Date: Name: Title: Affiliation:

ATTACHMENT 2 North Jersey Sustainable Communities Consortium Proposed Work Plan Page 20 OVERVIEW The Consortium grant will result in three primary work products: 1. A Regional Plan for Sustainable Development (RPSD) that defines what sustainable community development means in the planning region and identifies ways to align existing plans, regulations, investments, and incentive programs at all levels of government to improve economic and environmental conditions while promoting resource efficiency in urban, suburban and rural communities throughout the region. The plan will address the twelve topics identified in Figure 1. 2. Up to 15 Local Demonstration Projects that advance local on-the-ground planning, demonstrate successful implementation of potential RPSD strategies and help to inform development of the RPSD. The projects will be competitively selected based on criteria defined with input from the Consortium Steering Committee. PLAN TOPICS 1. Land Use 2. Housing 3. Transportation 4. Natural Systems 5. Energy and Climate 6. Asset-based Economic Development 7. Industry Sector Development 8. Workforce Preparedness and Training 9. Business Environment 10. Community Health and Safety 11. Education 12. Arts and Culture Figure 1. RPSD Topic Areas 3. A program of technical assistance, training and education that includes: a) a help desk that connects residents, local officials, businesses and other interested parties with the expertise and resources they need to advance RPSD goals; b) a library of resources, including: model plans and ordinances, topical presentation materials, and tools to assist with local planning activities; c) a speakers bureau of experts available to make presentations at meetings and events on a variety of topics; and a program of training and education events offered throughout the three year grant period. The program of technical assistance, training and education will be designed with input from Consortium members. PROCESS TO DEVELOP THE RPSD The process to develop the RPSD will include a variety of technical work activities and extensive public outreach to residents, businesses, local government officials, state agencies, community-based organizations and other non-governmental, public and private sector interests. The work plan for this grant will be executed in three primary phases as follows: