Pinellas County/PSTA GreenLight Interlocal Agreement Review

This is a compilation of a 20 Post series detailing the PSTA/Pinellas County GreenLight Interlocal Agreement.

The document is long and complex about 12,000 words. Please spend some time and find out what you are really voting for.

Pinellas County Voters are being asked to approve a law (The GreenLight Plan) that would provide for an open ended 1% increase in the County sales tax.

This Agreement will also go into effect if the GreenLight Referendum is successful.

You can read my review of the actual law you will approve if you vote yes at Sales Tax (GreenLight) Ordinance Review.

The Ordinance that will become a law is deliberately written in vague and broad terms anticipating interlocal Agreements with Pinellas County and most of the 24 jurisdictions (Cities) in the County.

The original plan was to formulate these Interlocal Agreements after the sales Tax Ordinance had become law, allowing for the most "flexibility" in determining how the sales tax proceeds would be obligated.

Due to pressure from opponents of the Greenlight plan and the Sales Tax Ordinance, the Suncoast Transit Authority and the Pinellas County Commission found it necessary to develop the Interlocal Agreement before the election to add some direction to how the revenue from the 1% sales tax will be handled and to attempt to add some clarity regarding the suspension of the current PSTA property tax. 

DISCLAIMER:

The following document is a reproduction of the Pinellas County Interlocal Agreement with the Suncoast Transit Authority approved by the Pinellas County Commission.

The text of the Agreement appears in italics.  My Comments appear in Bold regular text.

INTERLOCAL AGREEMENT

TRANSMITTAL

TO: The Honorable Chairman and Members of the Board of County Commissioners

FROM: James L. Bennett, County Attorney

SUBJECT: DATE: Recommendation to Approve the Transit Surtax Interlocal Agreement with the Pinellas Suncoast Transit Authority

DATE: June 3, 2014

RECOMMENDATION: I RECOMMEND THAT THE BOARD OF COUNTY COMMISSIONERS APPROVE THE ATTACHED TRANSIT SURTAX INTERLOCAL AGREEMENT BETWEEN PINELLAS COUNTY AND THE PINELLAS SUNCOAST TRANSIT AUTHORITY.

DISCUSSION: The Board adopted Ordinance No. 13-34 on December 10, 2013, which levies the Charter County and Regional Transportation Surtax ("Surtax") at the rate of one percent ( 1%) subject to referendum approval. That referendum is scheduled for November 4, 2014. The intent of the Board, as expressed both in Resolution No. 13-19 and Ordinance No. 13-34, in placing the referendum question on the ballet is to provide a funding source for countywide transportation projects, specifically those outlined in the Greenlight Pinellas Plan.

The Greenlight Pinellas Plan ("Plan") was developed by the Pinellas Suncoast Transit Authority ("PSTA"), a countywide transportation authority created by special act of the Legislature. The Plan calls for the development, construction, and operation of public transit benefitting Pinellas County, including an expanded bus system with bus rapid transit, increased frequency and extended hours, and local passenger rail and regional connections. The Plan calls for funding of this transit system with proceeds collected through the Surtax.

The interlocal agreement before the Board for action is between the County and PSTA, and provides for distribution of Surtax proceeds received by the County from the Department of Revenue to the PSTA. In addition to distributing the funds, the interlocal:

• Provides that the County can withhold distribution of the Surtax proceeds and/or reduce the Surtax levy if PSTA exercises its ad valorem taxing authority

This appears to set up the control for preventing PSTA to continue or re-establish the current property tax levy, but later we will see that while the County can "withhold" sales tax revenues, those revenues by law may only be used for transportation, so sooner or later they would flow to PSTA since they appear to be dedicated to the GreenLight plan.

There is basically nothing to prevent PSTA from exercising its ad valorem taxing authority in the future.

• Allows PSTA to pledge the Surtax proceeds to secure any debt or other obligations incurred by PSTA for its Green light Plan

This is the really big one. Here the interlocal Agreement provides for PSTA to pledge the sales tax revenue "secure ANY debt or Obligation by PSTA for its GreenLight Plan. Later in this document you will see where those pledges can extend for up to 90 years.

• Provides for the reduction and/or termination of the Surtax upon the occurrence of certain defined events

• Requires County consent in order for PSTA to undertake certain defined activities

Attempt to keep PSTA tied to the County and the County Board of Commissioners.

• Provides reimbursement to the County for costs incurred in support of the Greenlight Plan

In this section, the County assures they will get a piece of the $130 million dollar annual sales tax for undefined "costs" incurred in support of the plan.

• Sets forth a schedule of critical milestones for Greenlight Plan

County staff has collaborated with PSTA staff over the last several months to develop the inter local attached to this memo. It is recommended that the Board approve the interlocal, authorize the Chair to sign, and transmit the inter local to the PSTA for its approval.

Both the County Board of Commissioners and the PSTA Board of Directors have approved this Agreement

Transmittal for approval

GREENLIGHT PINELLAS TRANSIT SURTAX INTERLOCAL AGREEMENT

THIS GREENLIGHT PINELLAS TRANSIT SURTAX INTERLOCAL AGREEMENT ("Agreement") is made and entered into this day of June 2014, by and between PINELLAS COUNTY, a political subdivision of the State of Florida, hereinafter referred to as the "County," and the PINELLAS SUNCOAST TRANSIT AUTHORITY, an independent special district created by Chapter 2000-424, Laws of Florida, as amended, and a transportation authority for purposes of Section 212.055(1), Florida Statutes, hereinafter referred to as "PSTA."

Transmittal for approval

GREENLIGHT PINELLAS TRANSIT SURTAX INTERLOCAL AGREEMENT

THIS GREENLIGHT PINELLAS TRANSIT SURTAX INTERLOCAL AGREEMENT ("Agreement") is made and entered into this day of June 2014, by and between PINELLAS COUNTY, a political subdivision of the State of Florida, hereinafter referred to as the "County," and the PINELLAS SUNCOAST TRANSIT AUTHORITY, an independent special district created by Chapter 2000-424, Laws of Florida, as amended, and a transportation authority for purposes of Section 212.055(1), Florida Statutes, hereinafter referred to as "PSTA."

RECITALS:

WHEREAS, Section 212.055(1), Florida Statutes, authorizes the County to impose a Charter County and Regional Transportation System Surtax ("Surtax") of up to one percent (1 %) throughout the County, subject to referendum approval, to fund countywide transportation projects; and

This Whereas confirms the authority of the Tax for the purpose of public transportation. Note that the official language allows for a tax up to 1%. The County and PSTA will implement the tax at its maximum level immediately.

WHEREAS, the County's Board of County Commissioners adopted Ordinance No. 13-34 on December 10, 2013, levying the Surtax subject to elector approval at a rate of one percent; establishing the effective date of the Surtax; providing for administration, collection, and enforcement of the Surtax; providing for the distribution, use and financial management of Surtax proceeds; calling for a referendum election for approval of imposition of the Surtax on November 4, 2014 (the "Surtax Referendum"); and providing a ballot title and summary of the proposed referendum question (the "Ordinance"); and

This whereas reaffirms the language in the Ordinance that will become law if you vote yes.

Transmittal for approval

GREENLIGHT PINELLAS TRANSIT SURTAX INTERLOCAL AGREEMENT

THIS GREENLIGHT PINELLAS TRANSIT SURTAX INTERLOCAL AGREEMENT ("Agreement") is made and entered into this day of June 2014, by and between PINELLAS COUNTY, a political subdivision of the State of Florida, hereinafter referred to as the "County," and the PINELLAS SUNCOAST TRANSIT AUTHORITY, an independent special district created by Chapter 2000-424, Laws of Florida, as amended, and a transportation authority for purposes of Section 212.055(1), Florida Statutes, hereinafter referred to as "PSTA."

WHEREAS, pursuant to Chapter 2000-424, Laws of Florida, as amended ("Special Act"), PSTA has the authority to plan, develop, improve, construct, maintain, operate, and finance a public transit system, as that term is defined therein; and

Confirms PSTA is a legal transit authority.

WHEREAS, PSTA has developed a plan for the development, improvement, construction, equipping, operation, maintenance and financing of public transit benefitting the County including an expanded bus system with bus rapid transit, increased frequency and extended hours, and local passenger rail and regional connections, which is commonly referred to as the "Greenlight Pinellas Plan;" and

There is a question here as to whether PSTA actually has a detailed plan for each of the items listed in this Whereas. In fact the Ordinance that you will make a law contains no detailed plans and is intentionally vague. This Interlocal Agreement, as you will see does very little to detail the actual PSTA Greenlight plan.

WHEREAS, pursuant to Chapter 163, Florida Statutes, counties, cities, public authorities, and other political subdivisions are authorized to enter into interlocal agreements among and between themselves in order to make the most efficient use of their powers and enabling them to cooperate with other governmental entities; and

Establishes the authority for the Interlocal Agreement.

WHEREAS, the County and PSTA desire to equitably determine and to contract and provide herein the manner in which the proceeds from the Surtax shall be distributed to PSTA and the use to which those proceeds may be made by PSTA.

This is a grand Whereas, and if the Agreement actually accomplished these goals it would be a fine Agreement.

Unfortunately it gets the first part, distributing the money to PSTA, right in line with PSTA goal of "get all the money as fast as you can", while the attempt to control how PSTA will use the money is watered down in legal and political double speak.

NOW, THEREFORE, in consideration of the mutual covenants of this Agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, the County and PSTA agree, each with the other, as follows:

You see this phrase a lot in agreements of this type.

Most people don't really pay a lot of attention, but in this case you have the most powerful government in the County, the County Commission, and what will quite likely become the second most powerful government entity in the County, PSTA, if this Sales Tax Referendum passes, agreeing "in consideration of the mutual covenants of this Agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged".

What I take from this is these two governments are coveting to use your $130 Million in annual tax revenue for their mutual interests.

I don't see you or me represented here.

SECTION 1. CONDITION PRECEDENT. This Agreement shall be effective upon execution by the parties and approval of the Surtax by the voters of the County at the Surtax Referendum ("Effective Date").

Here is your chance as a voter to put a stop to all of the insanity.

 If you don't approve the sales tax referendum on November 4, 2014 by voting NO, this Agreement and the Sales Tax ordinance both go in the trash can where they belong.

SECTION 2. DEFINITIONS.  As used herein, the following terms or phrases shall have the meaning ascribed below:

Be sure to read this Section carefully.

(A) Agreement shall mean this Interlocal Agreement, as amended or supplemented from time to time.

(B) Business Day shall mean any day other than a Saturday or Sunday or legal holiday or a day on which the principal office of the County or PSTA is closed.

(C) Change in Law shall mean the enactment, adoption, promulgation, modification or repeal, after the Effective Date, of any federal or state law that: (i) substantially and materially limits PSTA's delivery of transit or transportation services described in PSTA's Greenlight Plan; or (ii) substantially and materially limits the County's performance of its obligations pursuant to Section 3 herein; or (iii) invalidates or terminates the levy of the Surtax by the County; provided, however, a "Change in Law" shall not have been deemed to have occurred hereunder if PSTA shall be diligently prosecuting a lawsuit challenging the legality of such enactment, adoption, promulgation, modification or repeal, including participation in any related appeals.

This means if PSTA gets into any legal trouble, like they are now with the Department of Homeland Security, and the County wants to shut down the money flow, they can't as long as PSTA is "diligently prosecuting a lawsuit challenging the legality of such enactment, adoption, promulgation, modification or repeal, including participation in any related appeals."

All it takes to keep the sales tax money flowing is room full of lawyers filing appeals and the sales tax dollars keep flowing to PSTA.  And your tax dollars will pay for the lawyers.

(D) Clerk shall mean the Pinellas County Clerk of the Circuit Court and Comptroller of Pinellas County, Florida.

(E) County Infrastructure shall mean the County-owned assets generally described in Exhibit B attached hereto as that Exhibit may be amended from time to time in order to include assets that may not exist as of the effective date of this Agreement.

This one pretty much kicks the barn door open for the County to define anything they want to as an "asset" that qualifies as requiring revenue (payment) from PSTA for its use.

See the Whereas on County costs.

(F) Department shall mean the Florida Department of Revenue.

(G) Fiscal Year or FY shall mean October I through and including the following September 30.

(H) Force Majeure shall mean a Change in Law or any other act, event or condition that prevents either Party from substantially and materially being able to perform the applicable Party's obligations under this Agreement, to the extent such act, event or condition is due to circumstances beyond the reasonable control of the Party asserting a Force Majeure as justification for being prevented from performing such obligations; provided, however, such act, event or condition is not the result of such asserting Party's failure to perform its obligations hereunder in accordance with the terms and conditions of this Agreement.

Pretty standard stuff.

 (I) Milestone Schedule shall mean the schedule of milestones attached hereto as Exhibit A, as the same may be amended and supplemented from time to time

Here the milestone schedule which appears as Exhibit A is redefined to no longer be a milestone schedule but is merely an example of a milestone schedule since it can and will be, "amended and supplemented" from time to time.

No provision is made for how changes are made, who may request them, who, by or how they are approved and if the public has any input.

(J) PSTA 's Greenlight Plan shall mean PSTA's plan, including the Greenlight Pinellas Plan, the Community Bus Plan, the Pinellas Alternatives Analysis, the Greenlight Pinellas Financial Plan, and the Light Rail Station Development Concepts, as filed with the Clerk as of the date hereof, all of which were developed and approved by PSTA, that addresses the planning, development, improvement, construction, equipping, operation, maintenance and financing of local passenger rail and regional connections and/or an expanded bus system with bus rapid transit, increased frequency and extended hours, as the same may be amended and supplemented from time to time subject to the provisions of Section 10 hereof.

All of a sudden the Greenlight plan just got a lot bigger with the addition of all of these other "Plans".

Interesting because you are not voting on these plans according to the Referendum Ordinance since they are not part of the Sales Tax Ordinance language. 

You will also note all of these plans were "developed and approved by PSTA" and apparently the County is buying in completely.

Then there is this: "that addresses the planning, development, improvement, construction, equipping, operation, maintenance and financing of local passenger rail and regional connections and/or an expanded bus system with bus rapid transit, increased frequency and extended hours, as the same may be amended and supplemented from time to time subject to the provisions of Section 10 hereof. "

Note the underlined words "and/or" this one sentence gives PSTA the way out of expanding the bus system.

(K) Party and Parties shall mean the local governments that have entered into this Agreement, either singularly or collectively.

This seems to indicate that the County and PSTA will attempt to get other Pinellas County jurisdictions to sign on to this Agreement to participate in the "GreenLight Plan".

This Interlocal Agreement appears to set the stage for negotiations with the 24 jurisdictions and put PSTA in the power position in these negotiations.

(L) Surtax shall mean the one percent (1 %) Charter County and Regional Transportation System Surtax imposed pursuant to the Ordinance.

Before it said up to 1%, now it just says 1%. They simply want all they can get as soon as they can get it.

(M) Surtax Net Proceeds shall mean the amount of Surtax proceeds received by the County from the Department.

Pretty much 1% of almost everything you, your kids and grand kids buy for the next 90 years.

(N) Transportation Infrastructure shall mean all land, roads, rights-of-way, easements, other interests in real property, buildings, facilities, stations, stops, buses, trains, rolling stock, vehicles, tracks, guideways, utility systems, equipment, communications and technology hardware, software and/or systems, and any other real or tangible or intangible personal property required to design, plan, permit, develop, operate, maintain, repair, and replace buses, bus rapid transit, express buses, commuter and/or passenger rail and other transit or transportation services and systems provided by PSTA and eligible to be funded by the Surtax as provided for in accordance with Section 3 of the Agreement.

I call this the PSTA operational reaffirmation clause; take all the money you can get and spend it any way want for just about anything you can think of.

(0) Transportation System Surtax Trust Fund shall mean the trust fund created by the Ordinance to be held by the Clerk solely for receipt and distribution of the Surtax Net Proceeds in accordance with the terms of the Ordinance and this Agreement.

This is a transfer fund that is supposed to make the voters feel better since the money appears to not be going directly to PSTA. We will get to the Section that determines how the funds are actually distributed.

Don't get your hopes up here for a lot of control later.

SECTION 3. USE OF SURTAX NET PROCEEDS. Notwithstanding any other provision of this Agreement, the County and PSTA agree that all Surtax Net Proceeds, including any interest earnings thereon, and/or proceeds of any bonds, notes, loans, lines of credit or other indebtedness secured thereby, including any interest earnings thereon, shall be expended by each Party only as expressly permitted by this Agreement, Section 212.055(1 ), Florida Statutes, and the Ordinance.

This simply says that the County will receive the funds and send them to PSTA. There are no provisions for the County to spend any of this money. Strangely they don't even get a handling fee.

SECTION 4. DISTRIBUTION AND FINANCIAL MANAGEMENT OF THE SURTAX NET PROCEEDS

(A) Upon receipt, the County shall deposit the Surtax Net Proceeds into the Transportation System Surtax Trust Fund to be held by the Clerk for distribution to PSTA in accordance with the Ordinance and this Agreement

Money comes from you to the Florida Department of Revenue; they take out a small handling fee, and send the money to Pinellas County. The funds are deposited in the Transportation System Surtax Trust Fund.

(B) Unless otherwise provided in Sections 6 or 9 hereof, all Surtax Net Proceeds shall be distributed to PSTA in accordance with Section 5 hereof, to be used by PSTA for the planning, development, improvement, construction, operation, and maintenance of local passenger rail and regional connections consistent with PSTA's Greenlight Plan, PSTA's present and future bus service, and/or an expanded bus system with bus rapid transit, increased frequency and extended hours consistent with the PSTA's Greenlight Plan, and to make payments to service indebtedness (including indebtedness refinancing such indebtedness) or satisfy other financial obligations, including without limitation any concession, lease or other payments to be made by PSTA under concession, lease or similar agreements, all in connection with PSTA's Greenlight Plan and all as authorized by Section 212.055(1 ), Florida Statutes and other applicable law.

Note the proceeds are to be used for the "the planning, development, improvement, construction, operation, and maintenance of local passenger rail" as their first dedicated purpose.

(C) PSTA agrees to use its best efforts to maximize state and federal grants, donations of rights-of-way, construction of stations, public private partnerships, and any and all similar resources in order to leverage the Surtax Net Proceeds to their fullest extent.

Notice the order of precedent established here in the distribution of funds "to be used by PSTA for the planning, development, improvement, construction, operation, and maintenance of local passenger rail"; "Consistent with the PSTA's Greenlight Plan", which we already know can be changed at any moment with little or no public input.

And the really important verbiage: "and to make payments to service indebtedness (including indebtedness refinancing such indebtedness) or satisfy other financial obligations, including without limitation any concession, lease or other payments to be made by PSTA under concession, lease or similar agreements, all in connection with PSTA's Greenlight Plan and all as authorized by Section 212.055(1 ), Florida Statutes and other applicable law."

This lets PSTA immediately borrow the $2 billion plus dollars through a series of bond issues to start the train project, and obligate you to a sales tax for up to 90 years.

SECTION 5. DUTIES OF THE CLERK.

The Clerk shall receive the Surtax Net Proceeds from the Department and act as trustee thereof and shall retain all Surtax Net Proceeds in the Transportation System Surtax Trust Fund until disbursed in accordance with the Ordinance and this Agreement. Disbursements of the Surtax Net Proceeds pursuant to the Ordinance and this Agreement shall be made to PSTA by the Clerk within five (5) business days of receipt by the Clerk of the Surtax Net Proceeds from the Department. PSTA reserves the right to conduct an audit of the Surtax Net Proceeds received by the Clerk and distributed to PSTA.

The County gets the funds deposited into the trust fund and has 5 days to move the money to PSTA. PSTA can audit the Clerk.

SECTION 6. PSTA's AD VALOREM TAXING AUTHORITY

(A) PSTA (i) will, prior to the Surtax Referendum, continue to acknowledge to the voters of the County that it intends not to impose an ad valorem tax pursuant to the authority granted by its Special Act for Fiscal Year 2016 and thereafter, as long as the Surtax is not repealed and PSTA continues to receive Surtax Net Proceeds, and (ii) agrees to use its best efforts to have its Special Act amended to eliminate its ad valorem taxing authority, effective upon PSTA's receipt of Surtax Net Proceeds. The County agrees to support PSTA in its effort to so amend its Special Act.

Here PSTA does not AGREE that it will not impose the Property Tax (Ad valorem tax) but simply says it "intends" not too.  Also note PSTA must make this pledge PRIOR to the Referendum, but after the Referendum they can change their mind.

There is also a bit of political hocus/pocus here as the County Agrees to support PSTA as PSTA tries to get the State Legislature to remove their Ad valorem taxing authority.

Since the only real advantage to PSTA is to convince voters they will eliminate the property tax this Section shores up that promise but does not affirm it.

In fact, it is in PSAT's best interest if the ad valorem tax capability stays in place because by all estimates the sales tax revenue will not come close to paying for the construction of the train and its maintenance and operation let alone anything like expanded bus service. 

Remember, what you are reading here is an "Agreement" between Pinellas County and PSTA. It is NOT part of the Ordinance you are voting for, it will NOT become law, it can be changed at any time without your input.

Faced with a financial debacle of the size most of these train projects produce, Pinellas County will quickly agree to return to a property tax for PSTA, before dipping into their coffers to pay for the train.

(B) If PSTA elects to impose an ad valorem tax pursuant to the authority granted by its Special Act while the Surtax is being collected and PSTA is entitled to receive Surtax Net Proceeds, the County shall be entitled to reduce the Surtax Net Proceeds distributed to PSTA in the amount of the ad valorem taxes collected by PSTA in each Fiscal Year in which it imposes an ad valorem tax. If PSTA discontinues such ad valorem tax levy, in the County's sole discretion, the County may begin distributing the full amount of the Surtax Net Proceeds to PSTA.

Note that the County is entitled to reduce the funds going to PSTA but they are not obligated to do so. The County cannot cause PSTA to default on any bonds or obligations.

Should PSTA get into financial trouble, which most of these train projects do, then the only options the County has are to bail out PSTA with their funds or allow the property tax to go back into place.

Since these train projects have been known to put Counties on the verge of bankruptcy the County's most logical move would be to agree to put the burden on you the tax payer through restarting the property tax.

(C) Notwithstanding the foregoing or any other provision of this Agreement, in the event PSTA imposes an ad valorem tax as contemplated by this Section 6, the County may take any action it deems necessary and is legally required to permanently reduce the levy of the Surtax; provided, however, the County shall use its best efforts to ensure that at the time any such permanent reduction is made, the reduction shall not exceed the amount of ad valorem taxes collected by PSTA in the immediately prior Fiscal Year.

This one is interesting.

It allows that the County may take any legal action to reduce the sales tax revenue should PSTA implement the ad valorem tax. The referendum, however, sets the amount at 1%. The question is would it take a new referendum to permanently reduce the amount.

The more likely scenario would be that all or most of the sales tax revenue would be pledged to obligation bonds. PSTA would need ad valorem tax revenue to operate. Since the bond pledge is a legal covenant, the County could not reduce or with hold the revenue from the sales tax necessary to meet the bond obligation.

Short form: You the tax payer get stuck with a new property tax and a 1% sales tax.

(D) If PSTA's Special Act is amended to eliminate PSTA's authority to levy an ad valorem tax on real property in the County, this Section 6 shall be of no further force and effect.

Probably not going to happen. The Legislature has already indicated it will not take up the PSTA request regarding property tax relief.

SECTION 7. PLEDGE OF SURTAX NET PROCEEDS.

(A) In order to finance or refinance projects, PSTA may issue bonds or notes, enter into lines of credit, incur loans or other indebtedness, enter into concession, lease or similar agreements, and may secure payment obligations under such bonds, loans, notes, lines of credit or other indebtedness or pursuant to such concession, lease or similar agreements with a pledge of and lien on the Surtax Net Proceeds in accordance with the provisions of Section 212.055(1), Florida Statutes, and other applicable law, including any indebtedness refinancing such bonds, loans, notes, lines of credit or other indebtedness. Prior to the initial issuance of any indebtedness by PSTA, the Pinellas County Attorney shall approve the trust agreement or trust indenture (the "Trust Agreement") pursuant to which such indebtedness is to be issued. The County and PSTA agree that it is their intent that such approval be provided by the County Attorney prior to the date of the Surtax Referendum. Notwithstanding the foregoing, PSTA shall at all times comply with its debt policy referred to in Section 10 hereof.

This is the $2.2 Billion Dollar Train Section.

Here the Agreement sets the stage for PSTA to quickly issue obligation bonds and other lines of credit for the Greenlight plan, but mostly for procurement, planning, and construction of the train to nowhere.

(B) Notwithstanding anything herein to the contrary, to the extent permitted by law, in order to effectuate the purposes in PSTA's Greenlight Plan, PSTA may enter into leases or public private partnerships with concessionaires, and may secure its obligations to make lease, concession and other payments under lease and concession agreements with a pledge of and lien on the Surtax Net Proceeds in accordance with the provisions of Section 212.055(1 ), Florida Statutes. (C) Nothing contained herein shall be construed to limit the amount of indebtedness that may be incurred by PSTA to be secured by the Surtax Net Proceeds.

Here in (C) Mr. Miller and his band of Greenlight yes proponents get the real green light to borrow with, minimum oversight, however much they can and pledge any or all of the sales tax proceeds to the obligation.

SECTION 8. MILESTONE SCHEDULE.

PSTA and the County hereby approve the Milestone Schedule. PSTA shall promptly notify the County as soon as it reasonably believes that any milestone set forth in the Milestone Schedule is likely not to be timely achieved. Upon such notification or upon PSTA's failure to achieve timely any milestone set forth in the Milestone Schedule, PSTA and the County shall meet as soon as practicable to discuss the reasons for PSTA not timely achieving the milestone and the effect of doing so on PSTA's progression on PSTA's Greenlight Plan. If the County and PSTA are unable to agree to a resolution or an amendment to the Milestone Schedule, a nationally recognized transit consultant, approved by PSTA and the County will be retained, at the sole cost and expense of PSTA. Within sixty (60) days of having been retained and approved, or such longer time as is reasonably necessary, such transit consultant shall make written recommendations to the parties on methods PSTA should utilize in the future to achieve the relevant milestone(s), to achieve in a timely manner future milestones, and/or to revise the Milestone Schedule, as appropriate. PSTA and the County agree to promptly implement the recommendations of such transit consultant to achieve the relevant milestone(s), to achieve in a timely manner future milestones, and/or to revise the Milestone Schedule, as appropriate, as such recommendations are modified by mutual agreement of the Parties, and to the extent such recommendations are permitted by law and existing contractual obligations of PSTA. Prior to the 10th anniversary of this Agreement, the Parties shall prepare a new, mutually agreeable Milestone Schedule consistent with PSTA's Greenlight Plan that will become effective on the 10th anniversary of this Agreement.

This Section tries to set some conditions around the Milestone Schedule, because the last thing PSTA wants is some schedule they actually must meet. 

There are no mandates, or penalties for failing to meet the milestones. When you see words like "promptly", "in a timely manner" and "revise as appropriate" along with hiring a consultant as a mediator you can pretty well bet this is just so much fluff.   

SECTION 9. REDUCTION AND TERMINATION OF SURTAX.

This is critical section.

It lays out the conditions for reduction or termination of the sales tax.

Upon the earlier of:

(A) completion of all steps to finance (including without limitation debt incurrence, and/or execution of public-private partnerships or leases), acquire, and/or construct all projects and capital improvements contemplated in PSTA's Greenlight Plan, as mutually determined by PSTA and the County (if the parties cannot mutually determine whether PSTA's Greenlight Plan has been completed, the parties shall engage a nationally recognized transit consultant acceptable to both Parties to make such determination);

Note that (A) provides for payment of debt. Once committed to bonds, the tax cannot be eliminated until the bonds are satisfied. Later we find this Agreement allows those bonds to stay in place for 90 years.

 (B) PSTA's decision to discontinue such steps to finance, acquire and/or construct substantially all of the projects and capital improvements contemplated in PSTA's Greenlight Plan;

(C) the occurrence of a Force Majeure;

(D) the fiftieth 50th anniversary of the date the Surtax is first levied and each 20th anniversary thereafter;

 In (D) a review after 50 years and each 20 year anniversary thereafter. Obviously both PSTA and the current County Commission are expecting this tax to go on for a significant period of time.

Note in (D) the commitment to not with hold funds needed to meet its then outstanding "financial obligations". This is an assurance the that those issuing, maintaining and owning the obligation bonds issued to finance the train will always get their money.

(E) a payment default under the Trust Agreement; or

(F) PSTA applying Surtax Net Proceeds for a purpose other than PSTA's Greenlight Plan,

the County and PSTA shall meet to discuss the particular event described in clauses (A) through (F) that has occurred and shall consider, depending upon the event, revising this Agreement, revising or adding to PSTA's Greenlight Plan, seeking further authorization for additional uses by PSTA of the Surtax Net Proceeds or reducing or increasing, if there has been a previous reduction and subject to the limitations of the Surtax Referendum, temporarily or permanently, the Surtax Net Proceeds. If the Parties are unable to agree on what action, if any, to take, after making a good faith effort, the County may take any legally required action to reduce the Surtax Net Proceeds distributed to PSTA. In determining what action to take, if any, pursuant to this Section 9, the Parties shall comply with the provisions of Section 29(B) hereof.

Any reduction of Surtax Net Proceeds distributed to PSTA as a result of an action or event described in clauses (C), (E) or (F) above shall be temporary and the County shall promptly begin distributing the full amount of the Surtax Net Proceeds to PSTA, including all amounts that were held back and actual interest earnings, if any, actually derived by the County, when the County determines, in its sole discretion, that such event or action has been cured or no longer exists. The foregoing shall not impose a duty on the County to invest any of such withheld amounts. The County shall determine, in its sole discretion, whether any reduction of Surtax Net Proceeds distributed to PSTA as a result of an action or event described in clauses 6 (A), (B) or (D) will be temporary or permanent. If the County determines to permanently reduce the distribution of the Surtax Net Proceeds, to the extent and as permitted by law, it may take such action as it deems necessary and is legally required to reduce the amount of the Surtax levy in accordance with this Section. Notwithstanding anything in this Section 9 to the contrary, any temporary reduction shall be limited to an amount that will not impair PSTA's ability to meet all of its then outstanding financial obligations under the Trust Agreement.

(F) is particular interesting as it says the tax would be terminated if the funds are used for anything other than the "Greenlight Plan" Since the Greenlight Plan can be modified by the PSTA and the County at any time with no public input this Section provides absolutely no control over the spending of sales tax or bond revenues what so ever.

Note also that the County "in its sole discretion" will pay all amounts held back:  "Any reduction of Surtax Net Proceeds distributed to PSTA as a result of an action or event described in clauses (C), (E) or (F) above shall be temporary and the County shall promptly begin distributing the full amount of the Surtax Net Proceeds to PSTA, including all amounts that were held back and actual interest earnings, if any, actually derived by the County, when the County determines, in its sole discretion, that such event or action has been cured or no longer exists."

Given that the PSTA Board is one third populated by County Commissioners there is little here to protect the tax payers.

SECTION 10. OTHER ACTIONS REQUIRING COUNTY CONSENT.

The following actions shall require prior written consent of the County, unless and until the Surtax levy is terminated pursuant to Section 9:

What is interesting here is "consent" is not defined. Who can issue "consent"; the County Attorney, Chairman of the County Commission, County Administrator?

There is no requirement here for the entire County Commission to vote on any "consent" issued.

(A) Any amendment to PSTA's enabling legislation that would amend the membership of the PSTA Board of Directors so as to reduce the percentage of representation of the County on the PSTA Board of Directors to less than thirty-three percent (33%) or that would otherwise be materially adverse to the County hereunder, and that is initiated by PSTA through a vote of its Board of Directors.

In this Section the County assures its 33% presence on the PSTA Board.  The objective is to be somewhat in control.

(B) Any substantial amendment to PSTA's Greenlight Plan.

No definition of substantial. Also note the word amendment. Is a change an amendment? How big a change?

Is dropping the bus expansion substantial? Since the train route will likely be determined by the big YES GreenLight donors, developers and real-estate people, lok for these to be "changes" and not "Amendments".

(C) PSTA's entering into any joint venture or partnership (other than a public-private partnership) or interlocal agreement with respect to PSTA's Greenlight Plan that is materially adverse to the interests of the County.

It would seem here that a public/private relationship that is adverse to the County's interest is OK.

(D) PSTA's debt and investment policies, which shall be provided to the County prior to the distribution of any Surtax Net Proceeds to PSTA hereunder, and any material amendments thereto.

Interestingly this Section calls for the PSTA's investment policy to be submitted to the County but does not state that County approval is necessary only written consent.

 Now you know why the investment houses are lining up to support Greenlight.

(E) Any amendment to the Trust Agreement which would be materially adverse to the County; provided, however, notwithstanding the foregoing, only consent of the County Attorney shall be required with respect to this Section 10(E).

Here the County Attorney, who is not elected, has full authority to give "consent"

PSTA shall provide written notice to the County when seeking approval of any action requiring County approval pursuant to this Section. The County shall either approve or deny the consent request in writing in a timely manner. When requested by PSTA to approve or consent to any of the items in this Section 10, the County shall use its best efforts to provide either written approval or denial in the timeframe requested by PSTA, so long as the requested timeframe is reasonable. If the County is unable to provide its written approval or denial within the timeframe requested by PSTA, the County shall so advise PSTA in writing and provide an estimate of the time necessary to respond to PSTA's request. Notwithstanding anything contained herein to the contrary, the County shall not unreasonably delay any approval, shall not unreasonably withhold any approval, shall not cause PSTA to be in breach of any agreement, law, regulation or jeopardize PSTA's ability to cost effectively incur debt as contemplated by PSTA's Greenlight Plan or cause any of the events set forth in Section 9 (C), (E) and (F) in exercising its right to participate in and approve any of any of the items in Section 10.

You might want to reread the paragraph above. Kind of makes you wonder who is really in charge.

Note this quote from the above paragraph "or jeopardize PSTA's ability to cost effectively incur debt as contemplated by PSTA's Greenlight Plan" here the Interlocal Agreement clearly states the PSTA's Goal and the Greenlight plan's primary objective "incur debt".

Once pledged to the debt which will be in the form of bonds the sales tax is locked in and the funds cannot be used for anything other than the bond debt service. The bond proceeds can only be used as defined in the Bond covenants. The County will no longer have any control over what PSTA does.

Section 10 also affirms the County's right to approve any changes to the GreenLight Plan when they are asked by PSTA for their approval.

SECTION 11. FEES, COSTS AND EXPENSES.

(A) PSTA shall reimburse the County for the fees, costs and expenses incurred by the County with respect to all actions relating to the enactment of the Ordinance, the negotiation, execution and delivery of this Agreement and all other matters related thereto through and including the validation of the initial issuance of bonds for PSTA's Greenlight Plan, including, without limitation, the fees and expenses of bond counsel or other outside counsel, its financial advisor, and all similar fees, costs and expenses. The total sum to be paid by PSTA pursuant to this Section 11 shall not exceed the sum of One Hundred Thousand Dollars ($100,000.00). The amount due under this Section 11 shall be made in a one-time payment and is due only upon passage of the Surtax Referendum and after PSTA begins to receive Surtax Net Proceeds in accordance with the Ordinance and this Agreement.

(A) County will get reimbursed for expenses. Note the special emphasis on Bond issuance. Bonds are the key in this effort to get money (sales tax revenue) permanently committed to the rail project.

Note that even though the train effort is not scheduled to begin until the late part of this decade, these bonds will be issued as quickly as possible to eliminate any chance at stopping or controlling train construction as time moves on and the actual costs and facts become clear.

Once pledged to the Bonds, the Sales Tax revenue cannot be used for any purpose other than bond debt service and the use of the bond proceeds are determined in the bond covenants.

If buses are not stipulated in the Bond covenants then those dollars cannot be used for buses.

(B) While any of the Surtax Net Proceeds are being withheld by the County pursuant to Section 9 hereof, all costs and expenses incurred by the County and the Clerk in exercising their obligations hereunder, and the fees and expenses of outside professionals that the County reasonably determines are necessary for the County and/or the Clerk to exercise their obligations hereunder shall be withdrawn by the County from the withheld funds.

(B) Here the County sets up a way to cover its expenses should it be necessary to with hold funds from PSTA as a punitive effort to get control.

(C) PSTA shall be solely responsible for all costs, expenses and/or obligations relating to or arising from transit or transportation service and systems provided by PSTA, including PSTA's Greenlight Plan, including but not limited to: (i) acquisition, development, construction, improvement, operation, maintenance, repair or replacement of Transportation Infrastructure, as well as the acquisition of any necessary real property; (ii) PSTA's operating, personnel, and supportive services, costs and expenditures; and (iii) payment of principal and interest on bonds or other debt obligations issued or incurred for PSTA's Greenlight Plan as provided in Section 7.

(C) Here the County makes it clear that PSTA is totally responsible for all of its public transportation commitments under the GreenLight Plan. The County also makes it clear that PSTA is responsible for its obligation under any bond financing. The problem is when PSTA runs out of money to build the train, run the train, subsidize the train and run the buses what happens?

The real question is will the Bond Houses allow this to stand or will they require that the County be a cosigner on the revenue bonds?

If the Bond Houses refuse to issue bonds without the County as an obligated participant, then ether the train is dead, or the County agrees.

Should the County agree and PSTA fail financially, which is a real likelihood, then the County would be on the hook for the bond service and the operation of the public transportation system.

Your transportation property tax will come screaming back.

D) The Parties recognize that certain County Infrastructure may be accessed or utilized by PSTA for PSTA's Greenlight Plan. When necessary to implement PSTA's Greenlight Plan, PSTA agrees to obtain County approval and coordinate any and all activities that will impact County Infrastructure in advance of any such activity. Should it be necessary to alter, construct, improve, develop, or replace County Infrastructure in order to implement PSTA's Greenlight Plan, PSTA shall pay all costs related to such alteration, construction, improvement, development, or replacement of County Infrastructure. PSTA shall require any such alteration, construction, improvement, development, or replacement of County Infrastructure be consistent with any and all then current design standards of the County. Project exceptions or variances from the design standards may be submitted to the County for its prior review and approval. The Parties agree to establish the method and manner of coordinating all such activities impacting County Infrastructure in a separate agreement for each project undertaken in the implementation of PSTA's Greenlight Plan that will, at a minimum, address the following issues:

In this Section he County commits certain infrastructure but puts on some requirements.

( 1) PSTA's notification to the County of any preliminary plans that require the use of County Infrastructure.

PSTA's is required to notify to the County of any preliminary plans that require the use of County Infrastructure. That would be roads, property and right of way.

(2) The County's right to approve plans and specifications and the timing of such review and approval.

The County's right to approve plans and specifications and the timing of such reviewaof County infrastructure and approval.

(3) The County's right to review all bids received and approve the award of the construction project.

The County has the right to review all bids received and approve the award of the construction project. What is missing is where does the approval come from? County Commission? The Agreement carefully does not say that.

The County Administrator? The County Attorney? Not really very clear probably by design.

(4) The County's right to participate in project meetings and receive periodic updates/status reports as requested.

The County has the right to participate in project meetings and receive periodic updates/status reports as requested.

(5) The County's right to inspect the portions of any project impacting County Infrastructure at any phase of construction.

The County retains the right to inspect the portions of any project impacting County Infrastructure at any phase of construction. Here there may be an attempt to get some control over where and how PSTA takes County roads and right of way for the train. Through the inspection process the County can require certain standards be met.

In undertaking the activities set forth in this Section 11.D, the Parties agree to be responsible for their own acts of negligence. However, PSTA shall require any contractor, subcontractor, consultant or subconsultant who performs work on any such project to indemnify the County where permitted by and in accordance with law, and name the County as an additional insured on any insurance that PSTA is also named as an additional insured, using language approved in advance by the County. PSTA shall pay the County for all costs and fees incurred in the review and approval process set forth herein, including without limitation reimbursement for staff time (which shall consist solely of the direct cost to the County of the employee's wages and benefits, prorated to an hourly basis, and not including any administrative or other costs that do not represent direct compensation to the employee), actual fees and expenses of outside consultants or other experts hired by and paid by the County to perform the review described above, and all similar fees, costs and expenses, as specifically provided for in each separate agreement contemplated herein. The County shall not attempt to charge PSTA any permit fees.

In this Paragraph the Agreement waters down the above 5 statements and provides PSTA plenty of options to get around any assertion of County control over the train project.

These five subsections provide the County some  control over work done in County owned right of way.

They do not however speak to similar concerns by the local jurisdictions.

If you happen to be a Mayor or Council member or a concerned citizen of any City in Pinellas County where the train will require right of way, you might want to read this Section again and have your attorney become familiar with it.

Note that Permit fees are eliminated.

It will be tough to get any more concessions than these from PSTA in your Interlocal Agreement, and in all likelihood local Cities will be told rather than asked what they are to do.

E) PSTA shall be solely responsible for any additional costs incurred by the County necessary to maintain and operate existing County Infrastructure directly resulting from conflicting or adjacent PSTA facilities and shall reimburse the County for such costs from Surtax Net Proceeds.

Here the County specifically holds PSTA responsible for incidental costs related to PSTA's use of County infrastructure.

(F) Notwithstanding any other provision of this Agreement, nothing herein is intended to transfer any jurisdiction, exclusive use, responsibility, control or access to the PSTA for County Infrastructure. However, this is not intended to prevent PSTA from obtaining rights or permission from the County for the exclusive use of a portion of County right-of-way. Nothing contained in this Section 11 shall be construed as requiring PSTA to pay the County for its present or future use of County rights-of-way or other County Infrastructure unless such rights-of-way or County Infrastructure shall be for the sole and dedicated use of PSTA. Furthermore, nothing contained in this Section 11 shall require PSTA to pay for any costs incurred by a private utility which incurs costs as a result of any improvements or changes made by PSTA to any County right-of-way or other County Infrastructure and the County agrees to require public utilities to relocate their utilities at their expense if necessitated by work by PSTA in accordance with any policies, rules, regulations or practices of the County when the County performs work in County rights-of-way.

Sets up some degree of control on PSTA acquisition and use of County right of way and then takes swipe at private and public utilities in the right of way.

You have to wonder how the boys at Duke Power feel about this one after they dumped $50,000 into the GreenLight Yes PAC. "Furthermore, nothing contained in this Section 11 shall require PSTA to pay for any costs incurred by a private utility" ..... The question becomes what happens if PSTA refuses to pay Duke Poweer for a utility relocate?

In this Section the County attempts to put some operational teeth in the Interlocal Agreement in key areas where it (the County) may have some liability. This Section also sets up how the County will interact with PSTA regarding certain fees and infrastructure.

Interestingly it also provides for private and public utilities to pick up the cost of any utility relocation for the light rail train.

It does not however address the issues of taking of private property, (immanent domain) or property owned by a municipality.

(G) If and only if the Surtax Referendum passes, PSTA shall validate its authority to issue bonds or notes, enter into lines of credit, incur loans or other indebtedness and the pledge of the Surtax Net Proceeds as security therefore, including this Agreement, pursuant to Chapter 75, Florida Statutes, at its sole cost and expense. The County shall fully cooperate with and provide its best efforts to assist PSTA in obtaining a judgment validating such rights, including on any appeals, and PSTA shall pay for the County's costs and expenses related thereto.

This Section sets up the real purpose of the Sales Tax Referendum, the establishment of a Bondable revenue flow and ties it to the successful passage of the sales tax referendum. 

The County agrees that the sales tax revenue may be pledged to bonds and other indebtedness and requires PSTA to follow all of the rules for municipal bonding.

The County pledges its help and support but stops short of being a participant in the issuance of these bonds. 

However, given that 33% of the PSTA Board of Directors is made up of very cooperative and lemming like County Commissioners, should the bond issuers require County participation or obligation it would in all likelihood pass a County Commission vote.

SECTION 12. BUDGET, AUDIT AND REPORTS.

PSTA shall annually provide the County a copy of its adopted budget within fifteen (15) days after its adoption. PSTA shall also cause to be prepared each year audited financial statements and shall provide a copy of such statements to the County by April 15th following the end of each Fiscal Year. PSTA shall provide a progress report on PSTA's Greenlight Pinellas Plan each year within 60 days of the end of PSTA's fiscal year, including but not limited to an updated pro forma. PSTA shall also provide the County with any information required to be provided to bondholders, lenders, and credit and liquidity providers under the provisions of the Trust Agreement or with respect to any governmental grant or loan and such other information as the County may reasonably request from time to time, and the County shall also provide to PSTA with such information as PSTA may reasonably request from time to time.

This Section sets up the broad framework for reporting. Note that the reporting is after the fact on an annual basis

SECTION 13. MAINTENANCE AND PRESERVATION OF FACILITIES AND ASSETS.

PSTA covenants and agrees that it will maintain, preserve, keep and operate, or cause to be maintained, preserved, kept and operated, all of PSTA's facilities, assets and properties, including those that are acquired and/or constructed in connection with PSTA's Greenlight Plan, in good and efficient repair, working order and operating condition in conformity with standards customarily followed in the transit industry. PSTA will make all necessary and proper repairs, renewals and replacements which are economically sound, so that at all times PSTA's operations and business can be properly and advantageously conducted in an efficient manner.

This Section requires that PSTA maintain its infrastructure but does not set up or require any PSTA funding or reserve requirements to provide funding for these activities.

There is no provision for capital dollars for replacement of the train engine or its cars that have typical 20 to 25 year life expectancy. This probably the reason the Bonds are allowed in place for up to 90 years so PSTA can borrow and keep the sales tax in place to refinance the train.

SECTION 14. INSURANCE.

PSTA shall procure and maintain, or cause to be procured and maintained, so long as it is receiving Surtax Net Proceeds hereunder, subject to the requirements of State law, insurance against such risks and at such coverage levels and with such deductibles as shall be determined by PSTA to be adequate to protect PSTA and its assets and which insurance shall be consistent with the types and levels of insurance maintained by public transit authorities similar to PSTA. Such insurance shall include, but not be limited to, liability and property, which property insurance shall cover loss or damage by fire, lightning, explosion, windstorm, flood (where required), riot, aircraft, vehicle damage, smoke and such other hazards as are normally covered by such insurance. In procuring such insurance, and each year when renewing such insurance, PSTA shall employ an insurance consultant or actuary acceptable to the County to advise and recommend the types and levels of insurance to be maintained by PSTA.

SECTION 15. COMPLIANCE WITH LAWS.

The Parties shall comply with all applicable federal, state, and local laws, ordinances, rules and regulations, the federal and state constitutions, and the orders and decrees of lawful authorities having jurisdiction over the matter at issue (collectively, "Laws"), including but not limited to public records laws, and the County's Comprehensive Plan. The County's execution of this Agreement shall not be construed as an approval of any necessary rezoning applications nor for any other regulatory permits relating to PSTA's Greenlight Plan.

Given PSTA's recent history with following the law, this Section seems very weak. There are no penalties for failing to comply with this Section.

Note also that the County retains its Zoning authority in this Section. Retaining this authority and how it is applied will have a lot of impact on the "transit oriented redevelopment" portion of Greenlight plan.

SECTION 16. INDEMNIFICATION.

Except for the activities described in Section 11 (D) above which will be the subject of a separate agreement, to the extent permitted by law, PSTA shall defend, indemnify and pay the cost of defense, and hold harmless the County from all damages, suits, actions, or claims of any character brought on account of any injuries or damages received or sustained by any person, persons, or property, on account of any negligent or willful act or omission, or neglect or misconduct of PSTA; This paragraph shall not be interpreted to waive any immunity from or limitation of liability that PSTA may be entitled to under the doctrine of sovereign immunity or Section 768.28, Florida Statutes.

Standard contract language

SECTION 17. FORCE MAJEURE.

Neither County nor PSTA shall be deemed to be in breach of this Agreement by reason of a Force Majeure.

Standard contract language, but usually the Force Majeure clause is repeated in the Agreement for clarity.

SECTION 18. DUE AUTHORITY.

Each Party to this Agreement represents and warrants to the other Party that: (i) it has the full right and authority and has obtained all necessary approvals to enter into this Agreement; (ii) each person executing this Agreement on behalf of the Party is authorized to do so; and (iii) this Agreement constitutes a legal and binding obligation of the Party, enforceable according to its terms.

Both the County Board of Commissioners and the PSTA Board have formally approved this Agreement.

SECTION 19. ASSIGNMENT.

No Party to this Agreement may assign any rights or delegate any duties under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld.

Standard contract language

SECTION 20. NOTICES.

(A) Unless and to the extent otherwise provided in this Agreement, all notices, demands, requests for approvals and other communications which are required to be given by either Party shall be in writing and shall be deemed given and delivered on the date delivered in person to the authorized representative of the recipient below, upon expiration of five (5) business days following the date mailed by registered or certified mail, postage prepaid, return receipt requested, to the authorized representative of the recipient provided below, or upon the date delivered by overnight courier (signature required) to the authorized representative of the recipient provided below: TO THE COUNTY: County Administrator Pinellas County 315 Court Street Clearwater, Florida 33756 TOPSTA: Chief Executive Officer Pinellas Suncoast Transit Authority 3201 Scherer Drive St. Petersburg, Florida 33716 16

(B) Either Party may change its authorized representative or address for receipt of notices by providing the other Party with written notice of such change. The change shall become effective ten (10) days after receipt of the non-changing Party.

Standard contract language

SECTION 21. WAIVER.

No act of omission or commission of either Party, including without limitation, any failure to exercise any right, remedy or recourse, shall be deemed to be a waiver, release, or modification of the same. Such a waiver, release, or modification is to be effected only through a written modification to this Agreement, duly authorized and executed by both Parties.

Standard contract language

SECTION 22. GOVERNING LAW.

This Agreement shall be construed m accordance with the Laws of the State of Florida.

Standard contract language but very important. This means violations of the Agreement resulting in litigation must be litigated in  accordance with Florida Law. It does not extend that same requirement to any GreenLight plan vendors, unless a similar clause is included in their contract with PSTA.

SECTION 23. BINDING EFFECT.

This Agreement shall inure to the benefit of and be binding upon the Parties' respective successors and assigns.

Standard contract language

SECTION 24. THIRD-PARTY BENEFICIARY.

Except for lenders, creditors, credit enhancers, concessionaires, lessors, bond trustees or other parties that are secured by Surtax Net Proceeds, persons not a party to this Agreement may not claim any benefit hereunder or as third-party beneficiaries. Notwithstanding the foregoing, to the extent that the County is required to defend any action brought by any such lender, creditor, credit enhancer, concessionaires, lessor, bond trustee or other party, all of the County's costs related to such defense shall be paid from legally available moneys of PSTA, which may include Surtax Net Proceeds, as an unsecured obligation of PSTA.

This Section reaffirms lenders, creditors, credit enhancers, concessionaires, lessors, bond trustees or other parties that are secured by Surtax Net Proceeds that they will be protected. This is one of several Sections that will tie up the proceeds from the sales tax for up to 90 years.

SECTION 25. HEADINGS.

The paragraph headings are inserted herein for convenience and reference only and in no way define, limit, or otherwise describe the scope or intent of any provisions hereof.

Standard contract language

SECTION 26. NO CONSTRUCTION

AGAINST PREPARER OF AGREEMENT. This Agreement has been prepared by the County and reviewed by PSTA and its professional advisors. PSTA, the County and the County's professional advisors believe that this Agreement expresses their understanding and that it should not be interpreted in favor of either PSTA or the County or against PSTA or the County merely because of their efforts in preparing it.

This is a feel good Section to assure both parties they have done everything possible to make this Agreement as flexible as possible. Note that the County establishes itself as the author of the Agreement, while the actual GreenLight Ordinance was authored by the PSTA.

SECTION 27. ENTIRE AGREEMENT.

This Agreement constitutes the entire Agreement between the Parties and no change will be valid unless made by supplemental written agreement duly authorized and executed by the Parties.

No indication here who must approve any written agreement that changes the original Agreement.

SECTION 28. SEVERABILITY.

Should any paragraph or portion of any paragraph of this Agreement be rendered void, invalid or unenforceable by any court of law for any reason, such determination shall not render void, invalid or unenforceable any other paragraph or portion of this Agreement, unless it is determined that the County may not impose the Surtax or that the Surtax Net Proceeds may not be legally distributed to PSTA, in which case this Agreement shall terminate.

Standard contract language protecting the Agreement from any one Section being held invalid by any court.

Note also that this Section provides for termination of the Agreement should the County not be able to impose the sales tax or that the proceeds of the sales tax cannot legally be distributed to the PSTA.

SECTION 29. NO IMPAIRMENT; LIMITATION ON DISTRIBUTION REDUCTIONS.

(A) Except and to the extent expressly permitted herein, as long as bonds, notes, loans, lines of credit, other evidences of indebtedness, lease agreements, concession agreements or other similar agreements are secured by Surtax Net Proceeds, the pledging of the Surtax Net Proceeds in the manner contemplated hereunder shall not be subject to repeal, modification or impairment by any subsequent ordinance, resolution or other proceedings of the Board of 12 Commissioners of the County, and the County shall not take any action which will adversely impact its obligation and ability to levy the Surtax and to pay Net Surtax Proceeds to the PSTA to be used as contemplated in this Agreement and in the Ordinance.

This Section protects any bond issuers and holders where the Surtax revenue is pledged to the bonds and that will be required for all bonds related to the GreenLight Plan. This Section prevents the County through its Board of Commissioners and the County directly from taking any action that affect collecting and payment of the sales tax to PSTA for servicing of the Bonds.

In other words, once sales tax revenues are pledged to , "notes, loans, lines of credit, other evidences of indebtedness, lease agreements, concession agreements" the County cannot stop the sales tax or refuse to pass the sales tax proceeds to the PSTA.

This Agreement allows for these bonds to be in place for 50 years with two twenty year renewals. That is a total of 90 years.

If GreenLight passes, you can bet that the very first thing PSTA will do is establish the Bonding  and lines of credit to tie up as much of the sales tax revenue as they can to prevent any legal action from preventing encumbering the sales tax proceeds.

(B) Except as otherwise provided below, notwithstanding anything herein to the contrary, the County shall not under any circumstances reduce or cause the reduction of Surtax Net Proceeds to be distributed to PSTA (i) unless written confirmation is received from each rating agency then maintaining a rating on PSTA debt obligations to the effect that such reduction will not in and of itself cause such rating agency to reduce or withdraw the then current rating, and (ii) below a level which, in the reasonable opinion of a qualified independent consultant(s) selected by PSTA and approved by the County (a) jeopardize, at such time or in the future, PSTA's ability to cost-effectively incur debt as contemplated in PSTA's Greenlight Plan, (b) jeopardize, at such time or in the future, PSTA's ability to obtain federal and state funding at the times and in the amounts contemplated in PSTA's Greenlight Plan, (c) jeopardize, at such time or in the future, PSTA's ability to execute public-private partnerships (if deemed by PSTA and its financial advisor to be the most appropriate way to deliver all or a portion of PSTA's Greenlight Plan), (d) cause PSTA to be in breach of this Agreement or any then-existing funding, grant or loan agreement or the Trust Agreement, (e) jeopardize, at such time or in the future, PSTA's ability to renew, replace, and properly maintain PSTA's physical assets at the times and in the amounts contemplated in PSTA's Greenlight Plan, or (f) otherwise frustrate, at such time or in the future, PSTA's ability to plan, develop, acquire, improve, construct, equip, operate, maintain, or finance PSTA's Greenlight Plan. This Section 29(B) shall not apply in any manner with respect to the County's ability to reduce Surtax Net Proceeds distributions to PSTA pursuant to Section 6 hereof.

This is the Section that ties up your tax dollars and assures that the tax stays in place.

GreenLight is a 90 year mortgage on the future of Pinellas County, and you sign it when you vote yes.

SECTION 30. DEFAULT AND REMEDIES FOR DEFAULT.

(A) Each Party hereto shall be considered in default if it is in default in the due and punctual performance of any covenant, condition, agreement and provision contained herein, to be performed, and such default shall continue for sixty (60) days after written notice specifying such default and requiring same to be remedied shall have been given to such Party by the other Party.

Remember the Agreement requires the County to send the sales tax revenues to PSTA within 5 days.

(B) Upon the happening and continuance of a default by a Party hereto, then and in every such case the other Party may proceed to protect and enforce their rights hereunder by such suits, actions or special proceedings in equity or at law, or by proceedings in the office of any board or officer having jurisdiction, either for mandamus or the specific performance of any covenant or agreement contained herein or in aid or execution of any power herein granted or for the enforcement of any proper legal or equitable remedy, as such Party shall deem most effectual to protect and enforce such rights.

If the County does not move the sales tax proceeds to PSTA or withholds funds in violation of the Agreement then PSTA may proceed legally against the County.

(C) The provisions of this Section 30 shall not apply with respect to any of the matters set forth in Section 6 and Section 9 hereof. Any event that occurs under Section 6 or Section 9 hereof that could result in a reduction of the distribution of Surtax Net Proceeds shall not be considered a default under this Section 30.

Standard contract language but keep in mind once these sales tax funds are pledged to bonds, the bond pledge and bond covenants trump all of the above language.

SECTION 31. COUNTERPARTS.

This Agreement may be executed in counterparts by the Parties.

Standard contract language

SECTION 32. TERMINATION.

The Parties' obligations under this Agreement shall terminate immediately without any further action and be of no further force and effect if the Surtax Referendum does not pass or if the Surtax is repealed in its entirety.

This is where you come in.... If you vote NO all of the language in Ordinance 13- 34 and this Agreement simply go away.

SECTION 33. FILING OF AGREEMENT.

This Agreement and any amendments thereto, shall be filed with the Clerk as provided in Section 163.01(11), Florida Statutes.

Standard contract language

SIGNATURES

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives on the date first above written.

This concludes the presentation and review of the GreenLight Interlocal Agreement between the County and PSTA.

It is important to note that this is an Agreement and not an Ordinance or a law. It only goes into effect if the Sales Tax referendum passes on November 4, 2014.

This Agreement can and will be modified as the Greenlight plan unfolds.

The Public has no direct input in to this Agreement or any changes that may be made to accommodate the implementation of the GreenLight plan, bond issuance, financing, bus expansion or train construction or train routes. 

Ordinance 13- 34  makes the 1% sales tax increase a law, and this Interlocal Agreement sets the framework for bonding and financing that will continue this tax  with no provision for repeal for up to 90 years.

It is your decision

Please vote your mail in ballot as soon as you receive it or go to the Polls on November 4, 2014 and vote.

E-mail Doc at: dr.webb@verizon.net. Or send me a Facebook (Gene Webb) Friend request. Please comment below, and be sure to share on Facebook and Twitter.
Disclosures: Contributor to No Tax for Tracks.