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HomeMy WebLinkAboutII Discussion and Direction to Staff re Resolution to Support Orange County Chairman Crotty's Mobility 2020 Transportation Plan May 9, 2003 ORANGE COUNTY MOBILITY 20/20 Document Summary INTRODUCTION: To implement the recommendations forwarded by Chairman Richard T. Crotty's Transportation Commission in its report, Mobility 20/20— The Orange County Transportation Mobility Initiative, the Board of County Commissioners will be asked to approve four documents: I. Orange County Transportation Sales Tax Ordinance; 2. Resolution approving the Transportation Sales Tax Project List; 3. Transportation Sales Tax Governing Board, Citizens' Oversight Board, and Transit Board Ordinance; and 4. Orange County/Orlando Interlocal Agreement regarding the Transportation Sales Tax. As explained below, the City of Orlando is also a party to the Interlocal Agreement. On May 5,2003, the City Council approved it and authorized the mayor to execute it. The following is a summary of the purpose and principal provisions of each document: TRANSPORTATION SALES TAX ORDINANCE: The tax and the referendum. The sales-tax ordinance levies the "half-cent" transportation sales tax (section 3). However, the tax does not take effect unless the voters approve it at referendum (subsee. 11(b)). As required by state law, the tax will not take effect until January 1,2004 and will expire twenty (20) years later, on December 31, 2023. The ballot summary is set forth in section 7. The ordinance requires the ballot summary to be on the ballot in Spanish, too. Ballot Question and Ballot Language. The ballot title and explanatory statement is as follows: Orange County Transportation Initiative to Relieve Traffic Congestion,Enhance Mobility and Improve Pedestrian Safety. To relieve traffic congestion, this proposal provides funding to widen. improve and extend roads, major highways, and intersections countywide, enhance mobility, improve pedestrian and traffic safety, and begin development of a rapid-transit system. Funding would be provided by a voter-approved half-cent per dollar sales tax for a period of twenty years. Requires that all funds be spcnt on capital and construction costs. Requires oversight of all expenditures by an independent oversight commission. FOR the half-cent sales tax AGAINST the half-cent sales tax Limits on the use of the tax revenues. The ordinance limits the use of sales-tax revenue. The revenues (as well as all investment earnings and sales-tax bond proceeds) are allowed to be spent only on the projects identified or contemplated in the project list. The board will be asked to approve the project list as an exhibit to the resolution described below. Spending sales-tax funds on something not set forth in the project list, whether the expenditure is by the county, by Orlando or any other city or by any other government agency, is a violation of the ordinance and subject to a range of sanctions by both the county comptroller and the oversight board described below (subsec. 6(a)). Changing the project list. Once approved, the project list can be changed, but the process of changing it is subject to severe restrictions and requirements(subsec. 6(c)). Generally, to add, delete or modify a project, the affected jurisdiction must get an approving vote of no fewer than five of the seven oversight-board members and a second approving vote as follows: • In the case of Orange County projects, two-thirds (2/3) of the Board of County Commissioners; • In the case of Orlando projects, two-thirds (2/3) of the City Council; and • In the case of all other projects, two-thirds (2/3) of the "governing board" described below (subsec. 6(c)). If the oversight board either votes against the proposed change to the project list, or votes to approve it, but the approving vote is by fewer than five of the seven members, the affected jurisdiction can still get the project list changed, but at that point, the approving vote of the Board of County Commissioners, the City Council or the governing board 2 (whichever is applicable) ratchets up to a required four-fifths (4/5)vote, not just two- thirds (subset. 6(c)). For transit and freight-train-mitigation projects, the change must be approved first by the transit board,then by the governing hoard. If the transit hoard's approval is by less than a unanimous vote of all three of its members, the governing board's approval must be by a two-thirds (2/3) vote. In other words, the voters have good reason to be assured that, once the tax is approved, the project list will not be subject to frivolous or frequent changes. There are two exceptions to the onerous requirements described above. First, if a jurisdiction has been frugal and efficient and ends up with a surplus of sales-tax funds after completing its projects, it can add more projects to the project list by getting approval by simple majority vote of the oversight board. Second, before undertaking their specific pedestrian-safety projects (such as sidewalks, bike trails, intersection improvements, etc.), the cities other than Orlando must either have them specified in their individual "Accountability Agreements"with the county or get them approved by the oversight board. These projects likewise need only a simple majority vote by the oversight board(subsec. 6(c)). Finally, a project may be added to the project list only if it lies within the boundaries of Orange County (subsec. 6(a)). Other matters. Any attempt to amend the taxpayer protections in the sales-tax ordinance after the tax is approved at referendum, will require a second referendum (subsec. 8(b)). If the tax is not approved at the referendum, the ordinance automatically sunsets on January 1,2004 (subsec. 11(c)). In addition to the above, the ordinance covers the following additional technical points: • The ordinance specifies that the tax revenues are to be distributed in accordance with the interlocal agreement(sec. 4). • The ordinance specifies various trust accounts that the county comptroller must establish and use in the distribution of the sales- tax revenues (subscc. 5(b)). • The ordinance directs the comptroller to segregate the sales-tax revenues in separate funds and accounts and specifies the limitations under which the comptroller can transfer the funds between the trust accounts (subscc. 5(b)). • The ordinance prohibits the use of sales-tax revenues for operational expenses of any kind (subsec. 6(a)). 3 • The ordinance specifies that the numerous restrictions and limitations on the use of the sales-tax revenues will continue despite any repeal or termination of the ordinance itself(subsec. 11(c)). RESOLUTION APPROVING TRANSPORTATION SALES TAX PROJECT LIST: The resolution approves the list of transportation projects that may be paid with sales-tax funds. The resolution also allows sales-tax funds to be spent on acquiring land for conservation and protection of natural resources as necessary to mitigate the environmental impacts of the numerous transportation projects. The list of projects is an attachment to the resolution. It organizes the numerous projects into four large groups: • "Major Road Projects", which consist of improvements to nine state roads, including Interstate 4, that the Florida Department of Transportation will undertake. • "Local Road Projects", which are city, county and state road projects that will be undertaken by the county, by Orlando, and by eight other municipalities. • "Pedestrian-Safety Projects", which are numerous sidewalks, bike trails, pedestrian overpasses, traffic-signal systems, and intersection improvements that will be undertaken by the county and by all cities within the county (other than Bay Lake and Lake Buena Vista). • "Transit and Freight-Mitigation Projects", which consist of rapid- transit and other mass-transit systems, railroad overpasses and underpasses to be constructed for purposes of mitigating the effects of freight-train crossings on vehicular traffic in the county, and possible rerouting of freight trains to areas of lesser traffic impacts. The project list contains both estimated project costs and estimates of the portion of the cost that will be paid from sales-tax funds. All estimates have been discounted to 2003 dollars. Thus, the amounts actually spent in later years will likely be greater than the estimates. As to local road projects, the Intedocal Agreement and future"Accountability Agreements" with the municipalities require and will require at least 20% of the road cost to come from some source other than sales tax. The requirement is to ensure that the 4 county and the several cities have an incentive to continue to make new development pay its fair share of the cost of road improvements. The project list is approved by resolution, not ordinance, so that changes to the list, as difficult as they generally will be to make, will not have to be done by amending ordinances. TRANSPORTATION SALES TAX GOVERNING BOARD, CITIZENS' OVERSIGHT BOARD, AND TRANSIT BOARD ORDINANCE: Three new boards. This ordinance, sometimes called the"oversight-board ordinance", creates three new boards. First, it establishes the"governing board" consisting of all seven members of the Board of County Commissioners plus the mayor and the first mayor pro tern of Orlando. Also, one alternate member is to be an elected official nominated by the county chairman and confirmed by the governing board. the governing board will be asked periodically to consider and either approve or disapprove of changes to the project list. Its role is defined in section 6 of the sales-tax ordinance and in various parts of the interlocal agreement. Second, the ordinance establishes the oversight board consisting of seven voting members, plus the county comptroller serving as a non-voting member, as follows: • A professional engineer currently or recently licensed by Florida. • A planner certified by the American Institute of Certified Planners who has been nominated by the Orlando Mayor. • A certified public accountant currently or recently licensed by Florida. • A member nominated by a citizen "watchdog" group selected as a nomination source by the Board of County Commissioners (for example, a group such as the Orange County Homeowners Association, County Watch or the League of Women Voters). • An attorney admitted to practice in Florida. • A member nominated by a state chartered environmental organization selected as a nomination source by the Board of County Commissioners. • A member with experience in transportation construction. • Ex officio, the Orange County Comptroller(a nonvoting member). 5 Third, the ordinance established the transit board consisting of the County Chairman, the Mayor of Orlando, and the Secretary of District 5 of the Florida Department of Transportation. The transit board will create, implement and manage a transit systems plan, propose and prioritize transit and freight train mitigation projects to be paid for with sales tax proceeds, and make recommendations regarding such projects to the governing board. Thus, the governing board and the transit board are composed of elected officials. The oversight board is a citizens' board. No conflicts of interest. The ordinance has strict prohibitions against appointment of anyone to the oversight board who may be getting sales-tax funds. Four members of the oversight board (specifically, the members other than the county comptroller,the watchdog-group member, and the planner) arc to be nominated by the county chairman and confirmed by the governing board. All members must be county residents. After the initial staggered terms, all members will serve three-year terms, up to a maximum of two full terms. Powers and duties of the oversight board. The oversight board will have the power to monitor, inspect, investigate, and audit all deposits, investments, uses, and expenditures of the sales tax. It will initiate audits and monitor compliance by all government agencies with the restrictions imposed on the use of the sales tax. Its duty will consist of ensuring that all government agencies comply with the restrictions imposed on the use of the sales tax. It will be required to hold public hearings at least annually and to report to the citizens of Orange County regarding the use of the sales tax. As described above, the sales-tax ordinance grants the authority to approve or disapprove changes to the project list to the oversight board. As described below,the interlocal agreement grants to the oversight board the power to initiate audits of the use of sales-tax revenues and to impose equitable sanctions against any government agency, including the county, for misuse of the funds. It shares the audit and sanction powers with the county comptroller. In other words,the oversight board is a potent instrument for ensuring accountability in the use of sales-tax dollars. Sunset provisions. As with the sales-tax ordinance and the project resolution, the oversight-board ordinance will sunset if the sales tax is not approved at referendum. Otherwise, the ordinance will remain in effect until the fifth anniversary of the expiration of the sales tax (that is, January I, 2029). Any attempt to amend the ordinance to dilute the powers or composition of the oversight board must be approved at referendum. ORANGE COUNTY/ORLANDO INTERLOCAL AGREEMENT REGARDING TRANSPORTATION SALES TAX: 6 Overview. The Transportation Commission inventoried the capital-improvement plans not just for Orange County,but for all the major transportation agencies in Central Florida. It inventoried all transportation-funding sources, not just the local-option sales tax. The commission's report summarized all the major foreseeable capital expenditures for roads and calculated how much additional tax revenue would be needed to accelerate major road projects such that they might be completed in ten years. From this analysis, the commission concluded that the only way to accelerate the long- range major road projects and to provide funding for rapid transit and freight-mitigation projects was to get voter approval of a half-cent sales tax. The authorizing statute, section 212.055(2) of Florida Statutes, gives two options for distributing the sales-tax revenues if and when approved by the voters. The first option is known as the"statutory formula". There is little need to describe the formula in detail because it simply will not allow the county to undertake the state-road, mass-transit, and freight-mitigation projects recommended by the transportation commission. The formula would require some 30% of all sales-tax revenues each year throughout the 20 years to go to the 13 municipalities in the county, which would leave insufficient funding for those projects. The only way the county can avoid the statutory formula is to negotiate and enter into an interlocal agreement with "the governing bodies of the municipalities representing a majority of the county's municipal population ...." In Orange County, that means the county must strike a deal with the Orlando City Council. In other words, to implement the transportation commission recommendations to levy the half-cent sales-tax and undertake a sweeping transportation-construction program, the Board of County Commissioners and the City Council must agree to disburse the sales- tax revenue each year in a way that provides the needed funding for the major state-road projects, the rapid-transit projects, and the freight-mitigation projects. That is the primary purpose of the interlocal agreement. The agreement also imposes severe restrictions and strict accountability requirements on the use of the sales-tax revenue. Deposits of the Revenues. The interlocal agreement instructs the Florida Department of Revenue to distribute all sales-tax revenues to the county comptroller (sec. 3.1). Promptly when she receives each distribution from DOR, the county comptroller must deposit the funds in certain accounts and sub-accounts (sec. 3.2). After making sure that funds to service county debt wilt be available when needed (subsec. 3.2.1),the comptroller first deposits money in the accounts for all the local-road projects (subsec. 3.2.2). These projects are a top priority. The related accounts will get all the needed funding in the first ten years. Each deposit is divided among sub-accounts for the county and each of the eight cities that will be undertaking the local-road projects: 7 Apopka, Eatonville, Edgewood, Maitland, Ocoee, Orlando, Winter Garden, and Winter Park(subset. 3.2.2). The amount of the various deposits depends on the estimated costs of the various road projects. Next, the comptroller will make deposits to the pedestrian-safety project accounts (subsec. 3.2.3). The amounts deposited will be divided among the county and all cities (other than Bay Lake and Lake Buena Vista) by population, except that each city is guaranteed a minimum of$250,000 regardless of its size. The population-based allocations are based on the 2000 census. The allocations will be adjusted after the 2010 census. These projects are also a high priority and likewise get funded fully in the first ten years of the tax levy. Any balance remaining after the above deposits must be deposited into a holding account named the"Major Roads and Transit Holding Account" (subsec. 3.2.4). Funds will accumulate in this account and be used eventually for the FDOT road projects, the transit projects, and the freight-mitigation projects. Disbursement to Cities and State Agencies. The comptroller is required to disburse the local-road and pedestrian-safety funds immediately to the City of Orlando (subsec. 3.3.1). The other municipalities will get their revenues, but only if and when they execute appropriate"accountability agreements" and comply with certain other requirements as described below(subsec. 3.3.3). The form of these agreements will likely be drafted and distributed to the other citics later this year, but before the comptroller starts getting sales-tax disbursements from DOR next year. Similarly, FDOT and each other transportation agency(if any)will get their respective funding only if and when an appropriate "accountability agreement" in form and substance acceptable to the Board of County Commissioners is negotiated and executed by the particular agency (subsec. 3.3.4). Restrictions on Use of the Tax Revenues. Section 4.1 contains extensive restrictions on the county's use of the sales-tax dollars. For example, this section imposes the following restrictions: • The tax dollars can be used only for projects on the project list. • Tax dollars in the county's local-road account cannot be used for pedestrian-safety projects and vice versa. • If the county enjoys a surplus of funds for any reason,it may likewise use the surplus only for projects approved by the oversight board and the Board of County Commissioners. • The county must continue to make benefiting parties (such as land developers) pay a fair share of the cost of local-road projects. 8 • The county may issue bonds to accelerate its projects, but it may do so only in a way that does not jeopardize the contract right of the cities to get their full amount of sales-tax funding. • If the county gets reimbursed for any of its projects from, say, the state or federal government, it must treat the reimbursement revenues as if they were sales-tax revenues. Section 4.2 imposes equally strict limitations on the use of sales tax dollars by the City of Orlando. Generally, the restrictions imposed against Orlando mirror those imposed against Orange County. Strict Accountability and Sanctions. Both the county and Orlando are required to make detailed, extensive reports each calendar quarter to the oversight board (subsec's. 4.1.6 and 4.2.7). In addition, both the oversight board and the comptroller have the authority. both separately and jointly, to audit the county and the city (subsec's. 4.1.8 and 4.2.9). If either the county or the city is discovered to have failed or refused to comply with Florida law, the sales-tax ordinance, the project list, or the interlocal agreement, or otherwise is found to have spent any of the money in an illegal or unauthorized fashion, the comptroller or the oversight board (or both) can impose equitable sanctions such as delaying, reducing, or terminating the disbursement of the sales-tax funds or filing a lawsuit to recover the unauthorized expenditures (subsec's. 4.1.9 and 4.2.10). Pooled Environmental-Mitigation Funding. In section 4.6, the interlocal agreement declares the county's intent to secure approvals from regulatory agencies, such as the water-management districts,to pool all the funds that the county, the cities, and the transportation agencies (such as FDOT) will have to spend to mitigate the environmental impacts of the sales-tax projects. The county would then use the funds to purchase environmentally valuable lands and assemble conservation lands in a way that enhances public benefit and use. The city agrees to cooperate and participate in the mitigation options established by the county. Municipalities. The municipalities other than Orlando (and Bay Lake and Lake Buena Vista) must meet the following requirements (subset. 5.1.1) to be eligible to get funding for pedestrian-safety projects: • the municipality must deliver a list of the specific pedestrian-safety projects to be funded with sales tax dollars and the estimated costs of each; • the municipality must approve a resolution of its city council approving the use of sales tax funds to pay the cost of all the projects on the project list(not just the municipality's projects); 9 • the municipality must get approval of its pedestrian-safety projects from the oversight board or must have them identified with specificity in the particular Accountability Agreement; and • the municipality must execute an accountability agreement consistent with the interlocal agreement and acceptable to the Board of County Commissioners. The accountability agreements must mirror the restrictions imposed in the interlocal agreement on the county and Orlando and may have such other provisions as the board deems prudent(subsec. 5.1.4). Transportation Agencies. The interlocal agreement recognizes implicitly that the county has a substantial task in eventually reaching accountability agreements with the transportation agencies. For example, the accountability agreement with FDOT regarding the improvements to Interstate 4 and the other state roads likely will have numerous issues for negotiation. Consequently, the interlocal agreement grants no third-party rights or entitlements whatsoever to FDOT or any other transportation agencies (sec. 5.2). It expressly declares that, if accountability agreements are not negotiated and executed between the county and any of the transportation agencies, resulting in substantial sales tax funding not being disbursed as planned, the county will have two options: it could terminate the sales tax early, presumably as of the date the local-road and pedestrian safety projects will be funded. Alternatively, it can negotiate with the city to agree on a use of the freed-up funds for other purposes. In other words, although many conditions must be fulfilled before the projects for FDOT and possibly other transportation agencies can he funded, the Board of County Commissioners will retain full control and all its prerogatives with respect to the sales tax. The board will be obligated to fund the major-road and mass-transit projects only if and when it gets the required agreements in form and substance satisfactory to the board. The board will have no binding legal obligations until it is fully satisfied with the proposed agreements and is willing to assume the binding obligations. Otter matters. The interlocal agreement terminates on January I, 2004, if the voters refuse to approve the sales tax at referendum. Otherwise, it terminates simultaneously with the repeal or expiration of the tax (that is, probably on December 31,2023). In any event,the numerous restrictions and requirements imposed by the agreement on the use of the sales-tax revenues survive termination of the agreement and continue to apply so long as the funds remain available and unspent. The various municipalities other than Orlando (and Bay Lake and lake Buena Vista) have third-party rights of enforcement under the interlocal agreement (sec. 8.3). FDOT and other transportation agencies, in contrast, have no rights of third-party enforcement whatsoever. Moreover, amendments to the interlocal agreement between the city and the 10 county that would affect the rights of municipalities cannot he approved by the two parties without the consent of the governing bodies of all the other municipalities (sec. 8.2). Because the interlocal agreement imposes a number of responsibilities, as well as a considerable measure of additional authority, upon the county comptroller, she is being asked to consent to all of the provisions that apply to her under the interlocal agreement. SUMMARY If approved by the Board of County Commissioners and the City Council, this sales-tax financing plan for transportation improvements in Orange County will be, perhaps, the most complex local-option sales-tax transaction in the history of Florida. It is a sweeping and expansive proposal, and the documents reflect the complexity. Nevertheless, after all details have been completed, county staff believes that the documents described above reflect the recommendations forwarded to the Orange County Board of County Commissioners by the Chairman Richard T. Crotty's Transportation Commission in its Mobility 20/20 --The Orange County Transportation Mobility Initiative_ Il #144339 vs 1 DRAFT 2 May 9,2003 3 ORANGE COUNTY 4 TRANSPORTATION SALES TAX 5 ORDINANCE 6 7 ORDINANCE NO. 2003 - 8 9 I AN ORDINANCE RELATING TO TAXATION IN ORANGE 11 COUNTY, FLORIDA; PROVIDING A SHORT TITLE AND 12 LEGISLATIVE FINDINGS; LEVYING ON ALL TAXABLE 13 TRANSACTIONS, AT THE RATE OF ONE-HALF OF ONE 14 PERCENT (0.5%), THE "LOCAL GOVERNMENT 15 INFRASTRUCTURE SURTAX" PURSUANT TO SECTION 212.054 16 AND SUBSECTION 212.055(2) OF FLORIDA STATUTES (2002); 17 PROVIDING FOR DISTRIBUTION OF THE SURTAX PROCEEDS 18 AND CREATION OF CERTAIN TRUST FUNDS AND TRUST 19 ACCOUNTS IN CONNECTION THEREWITH; IMPOSING 20 RESTRICTIONS ON THE USE OF SALES SURTAX PROCEEDS 21 (AND ALL RELATED INTEREST AND OTHER INVESTMENT 22 EARNINGS); PROVIDING THAT THE TAX WILL TAKE EFFECT 23 ONLY UPON APPROVAL BY THE ELECTORATE; PROVIDING 24 FOR A REFERENDUM; REQUIRING FURTHER VOTER 25 APPROVAL FOR REPEAL OF THE ORDINANCE IN ITS 26 ENTIRETY AND FOR AMENDMENTS AND REVISIONS TO OR 27 REPEAL OF CERTAIN SECTIONS AND SUBSECTIONS OF THE 28 ORDINANCE; PROVIDING FOR CODIFICATION AND 29 SEVERABILITY; PROVIDING EFFECTIVE DATES AND 30 EXPIRATION OR "SUNSET" DATES. 31 32 33 BE IT ORDAINED BY THE BOARD OF COUNTY COMMISSIONERS OF 34 ORANGE COUNTY: 35 36 Section 1. Short Title. This ordinance shall be known and may be cited as the 37 "Orange County Transportation Sales Tax Ordinance". 38 39 Section 2. Legislative Findings. The Board of County Commissioners of Orange 40 County, Florida, hereby makes the following legislative findings and declares them to be, in part, 41 the legislative, legal, and public policy bases for the enactment of this ordinance: 42 43 (a) It is necessary and desirable to promote and protect the health and safety of the 44 traveling public in Orange County and maintain and improve the quality of life and economic 45 prosperity of the citizens of Orange County by providing road and transportation facilities for the 46 citizens and visitors of the county. 47 48 (b) Orange County Chairman Richard T. Crotty convened the County Chairman's 49 Transportation Commission, consisting of active and knowledgeable citizens and leaders of 50 business, governmental, academic, civic, social and professional organizations, to study the 51 transportation needs of the county. The commission identified a need for additional capital to 52 construct road and other transportation facilities in Orange County and considered a wide range 53 of options for additional revenue. At the conclusion of its deliberations, the commission issued 54 its report, entitled Mobility 20/20—The Orange County Transportation Mobility Initiative. 55 Among other things, the report recommended the levy of a half-cent sales tax. 56 57 (c) Subsection 212.055(2) of Florida Statutes (2002) authorizes the levy of the local 58 government infrastructure surtax at the rate of one-half of one percent(0.5%), subject to the 59 approval of the electors of the county in a referendum, to finance, plan, and construct 60 infrastructure, and to acquire land for public recreation or conservation or protection of natural 61 resources. 62 63 (d) Subsection 212.055(2) authorizes the proceeds of the sales tax to be distributed 64 and disbursed among a county and the municipalities within the county in accordance with an 65 interlocal agreement entered into between the county and the municipality or municipalities 66 representing a majority of the municipal electors in the county. 67 68 (e) The levying of a discretionary sales tax in Orange County at the rate of one-half 69 of one percent (0.5%), with the tax revenues to be distributed and disbursed among the county 70 and several municipalities within the county, with portions of the county's share to be disbursed 71 further to certain transportation agencies, all to pay the cost of acquiring, financing, planning, 72 and constructing transportation infrastructure (and to mitigate the environmental impacts 73 thereof), will relieve certain material deficiencies now existing in the transportation system in 74 Orange County. 75 76 (t) The approval of a discretionary sales tax by the electors of the county, if it occurs, 77 will be granted in large part because the voters are confident that the proceeds will he used (i) 78 only to fund transportation projects that promote and protect public safety and preserve and 79 enhance the quality of life and general economic prosperity in the county and (ii) only with 80 regular reports of all expenditures and the status of all funded projects to be provided to an 81 independent citizens group, which in turn will report at least annually to the public, to assure that 82 the proceeds are used only to fund those projects included or contemplated in an approved 83 project list. 84 85 (g) The diverse community organizations and citizens who support the levy of a half- 86 cent sales tax have voiced their concern that the proceeds be responsibly and prudently managed 87 by the various government agencies that would receive the funds and have also voiced support 88 for the creation of an independent board of citizens to monitor the use of the proceeds. In 89 response to this concern the board of county commissioners has, contemporaneously with 90 enactment of this ordinance, enacted Ordinance No. 2003- which establishes 91 2 92 (i) the Orange County Citizens' Transportation Oversight Board (the 93 "oversight board") to monitor, scrutinize, and provide recommendations with respect to the use 94 of the proceeds of the sales tax; and 95 96 (ii) the Orange County Mobility 20/20 Governing Board (the"governing 97 board"), which consists of the county chairman, all county commissioners, and the mayor and 98 the first mayor pro tern of the City of Orlando, and which will review and approve or disapprove 99 proposed changes to transportation projects to be paid for with sales tax funds; and 100 101 (iii) the Orange County Transit Board(the "transit board"), which consists of 102 the county chairman, the mayor of the City of Orlando, and the secretary of District 5 of the State 103 of Florida Department of Transportation, which will create, implement, and manage a transit 104 systems plan and will determine and oversee which governmental agency or agencies will 105 construct, operate, and maintain improvements to implement and manage the transit systems 106 plan, and which will recommend additions and deletions of and material changes to, and 107 otherwise determine the priorities for, transit and freight-train-mitigation projects to be paid for, 108 in whole or in part, with sales tax proceeds. 109 110 Section 3. Levy of Sales Tax. Pursuant to Subsection 212.055(2) of Florida Statutes III (2002), there is levied on all taxable transactions in Orange County, at the rate of one-half of one 112 percent(0.5%), the discretionary sales surtax known as the "local government infrastructure 113 surtax" (the "sales tax "). 114 115 Section 4. Distribution of Sales Tax Proceeds. As allowed by subsections 116 212.054(4) and 212.055(2) (c) of Florida Statutes (2002), the proceeds of the sales tax less the 117 cost of administration shall be distributed by the State of Florida Department of Revenue as set 118 forth in an interlocal agreement which the county and the City of Orlando, Florida ("Orlando"), 119 have entered into contemporaneously with the enactment of this ordinance. That agreement 120 constitutes the interlocal agreement contemplated under subparagraph(c)1 of subsection 121 212.055(2)of Florida Statutes (2002) and is to be available for inspection and copying by the 122 public during working hours at the office of the clerk to the board of county commissioners. 123 124 Section 5. Transportation Sales Tax Trust Fund and Trust Accounts. 125 126 (a) Transportation Sales Tax Trust Fund. There is hereby created the Orange 127 County Transportation Sales Tax Trust Fund into which sales tax proceeds shall be deposited by 128 the county as required by the interlocal agreement. 129 130 (b) Trust Accounts. There are hereby created within the trust fund the following 131 trust accounts: 132 133 County Road Projects Trust Account 134 135 County Pedestrian Safety Projects Trust Account 136 137 Orlando Road Projects Trust Account 3 138 139 Orlando Pedestrian Safety Projects Trust Account 140 141 Other Municipalities Road Projects Trust Account 142 143 Other Municipalities Pedestrian Safety Projects Trust Account 144 145 Major Roads and Transit I Iolding Account 146 147 Surplus Sales Tax Trust Account 148 149 The Orange County Comptroller is authorized to establish additional accounts and suhaccounts 150 within the trust fund as may be necessary or useful in the administration of the sales tax proceeds 151 and in complying with the requirements of Florida law, this ordinance, the interlocal agreement, 152 and the covenants and agreements entered into by the county from time to time in connection 153 with any borrowings payable from the proceeds of the sales tax, so long as such additional 154 accounts and suhaccounts are not inconsistent with the requirements and restrictions of this 155 ordinance and the interlocal agreement. Furthermore, the comptroller is authorized and directed 156 to take such additional steps as necessary or useful under generally accepted governmental 157 accounting principles to ensure that the balances in the several accounts at the end of each fiscal 158 year carry forward to the subsequent fiscal year. 159 160 (c) Segregation of Fund and Accounts. The transportation sales tax trust fund and 161 all its accounts and suhaccounts shall be separate and apart from all other existing and future 162 county funds, accounts, and suhaccounts, and there shall be no other county revenues deposited 163 or otherwise commingled in either the trust fund or its accounts and suhaccounts. However, 164 notwithstanding the foregoing, all interest and other investment earnings on the monies deposited 165 in the trust fund and its several accounts and subaccounts shall be retained in the trust fund and 166 shall be credited to the same account or subaccount as the monies on which they were earned. 167 Thereafter, the interest and other investment earnings will follow the monies on which they were 168 earned and will be subject to the same requirements and restrictions as are imposed by this 169 ordinance and the interlocal agreement on the monies on which they were earned. 170 171 The designation and establishment of the trust fund and the various accounts and 172 subaccounts in and by this ordinance shall be in keeping with generally accepted governmental 173 accounting principles. Cash and investments required to be accounted for in the trust fund and 174 its several accounts and subaccounts may be deposited in a single bank account, commingled for 175 investment purposes, and/or pooled with other county monies in a common investment program 176 or programs, provided that standard accounting records are maintained to reflect control or 177 restricted allocation of the monies for the various purposes of the trust fund and its several 178 accounts and subaccounts. 179 180 (d) Transfers Between Accounts. Monies deposited in the several accounts within 181 the transportation sales tax trust fund may not be transferred to other accounts within the trust 182 fund except as follows: 183 4 184 (1) the comptroller may transfer monies to correct deposits made to improper 185 accounts; or 186 187 (2) the comptroller may make any transfers expressly authorized or required 188 by the interlocal agreement; or 189 190 (3) in the case of an account other than the Major Roads and"transit holding 191 Account, if all costs of all projects to be paid from the account have been paid in full (or 192 provision for full payment has been made), then the remaining funds shall be deemed surplus and 193 may he transferred to another account, but only if: 194 195 A. no fewer than five members of the oversight board vote to recommend 196 approval of the transfer and, subsequently, no fewer than two-thirds(2/3) 197 of the members of the governing board vote to approve the transfer; or 198 199 B. the oversight board votes to recommend approval of the transfer by a vote 200 of fewer than five members or votes to recommend against the transfer, 201 but the transfer is subsequently approved by vote of no fewer than four- 202 fifths (4/5) of the members of the governing board; or 203 204 (4) in the case of the Major Roads and Transit Holding Account, if all costs of 205 all transit and freight-train-mitigation projects to be paid from the account have been paid in full 206 (or provision for full payment has been made), then the remaining funds shall be deemed surplus 207 and may be transferred to another account, but only if no fewer than two-thirds (2/3) of the 208 members of the transit board vote to recommend approval of the transfer and, subsequently, no 209 fewer than two-thirds (2/3) of the members of the governing board vote to approve the transfer. 210 211 Section 6. Restrictions on Use of Sales Tax Proceeds; Project List 212 213 (a) General Restrictions. As required by subsection 212.055(2) of Florida Statutes (2002), 214 the proceeds of the sales tax authorized by that subsection and levied by this ordinance, and any 215 interest or other investment earnings accrued thereto, may be expended by the county and 216 Orlando, and by any other municipalities and any other governmental agencies to which the 217 county disburses proceeds under the interlocal agreement or other contract, only to acquire, 218 finance, plan, and construct transportation-related infrastructure within the boundaries of the 219 county, and to acquire land for conservation or protection of natural resources in mitigation of 220 the environmental impacts caused by the construction or acquisition of roads and other 221 transportation facilities. 222 223 As contemplated by subparagraph (d)1 of subsection 212.055(2) of Florida Statutes 224 (2002), neither the sales tax proceeds nor any proceeds of any bonds, notes or other instruments 225 of indebtedness payable in whole or in part from sales tax proceeds (nor any interest or other 226 investment earnings accrued to or earned on either sales tax proceeds or the proceeds of any such 227 borrowing) may be used for operational expenses of any infrastructure or for any purpose not 228 authorized by this ordinance or the interlocal agreement. 229 5 230 For purposes of the foregoing, "infrastructure" shall have such meaning as is provided 231 expressly or implicitly in subsection 212.055(2) of Florida Statutes (2002). 232 233 As set forth in paragraph (e) of subsection 212.055(2) of Florida Statutes (2002), if the 234 county or any municipality or any transportation agency receiving sales tax proceeds pledges 235 such proceeds for the purpose of servicing new bond indebtedness, in no case may the 236 jurisdiction issue such bonds more frequently than once per year. Furthermore, each jurisdiction 237 issuing bonds payable from sales tax proceeds must comply with all requirements and 238 restrictions in the interlocal agreement which are applicable to the issuance of such bonds. 239 240 The county and Orlando, as well as all other municipalities and any transportation 241 agencies to which the county disburses sales tax proceeds under the interlocal agreement or other 242 contract, must comply fully with the restrictions in paragraph (f) of subsection 212.055(2) of 243 Florida Statutes (2002). 244 245 (b) Permissible Infrastructure. Sales tax proceeds, the proceeds of any borrowings 246 payable from sales tax proceeds, and any interest or other investment earnings on either may be 247 used by the county and Orlando, and by any other municipalities and transportation agencies to 248 which the county disburses proceeds under the interlocal agreement or other contract, only (i) to 249 acquire, finance, plan, and construct the infrastructure identified or contemplated in the "sales tax 250 project list" attached to Orange County Resolution No. 03- , which has been adopted and 251 approved by the board of county commissioners contemporaneously with the enactment of this 252 ordinance, and (ii) to acquire land for conservation or protection of natural resources in 253 mitigation of the environmental impacts caused by such infrastructure. The resolution and the 254 project list must remain in the custody of the county comptroller, as clerk to the board of county 255 commissioners, and will be available during working hours for inspection and copying by the 256 public. 257 258 If any individual item of infrastructure or land acquisition identified or contemplated in 259 the project list is later determined not to meet or otherwise not to comply with the general 260 restrictions of subsection (a), or otherwise the cost of it is later determined not to be eligible 261 under Subsection 212.055(2) of Florida Statutes (2002) to be paid from sales tax proceeds (or the 262 proceeds of a borrowing payable from sales tax proceeds), it shall be deemed severed and 263 stricken from the project list. Thereafter, the cost of that item of infrastructure or land 264 acquisition may not be paid from sales tax proceeds, or from the proceeds of any borrowing 265 payable from sales tax proceeds, or from any interest or other investment earnings on either. 266 267 In addition to the provisions of subsection (a) and this subsection(b), the county and 268 Orlando, and all other municipalities and transportation agencies to which the county disburses 269 proceeds under the interlocal agreement or other contract, must comply with all requirements and 270 restrictions imposed by the interlocal agreement or other contract pertaining to the receipt, 271 deposit, investment, and expenditure of sales tax proceeds, the proceeds of borrowings payable 272 from sales tax proceeds, and the interest and other investment earnings on either. 273 274 (c) Amendments to Project List. Orange County Resolution No. 03- and the 275 Sales Tax Project List collectively constitute a declaration to the citizens of Orange County of 6 276 the projects which the county, the several municipalities, and certain transportation agencies 277 intend and covenant in good faith to undertake and pay for with the proceeds of the sales tax, if it 278 is or has been approved by the voters. Those governmental bodies and agencies recognize that if 279 the voters grant or have granted approval of the sales tax,they will do so or have done so in large 280 part because of the covenant on how the revenue will be used. However, the government 281 agencies are mindful also that there could arise circumstances from time to time which could 282 result in adverse consequences to the citizens and the public interest if the project list cannot be 283 amended. .1herefore, the project list is declared to be subject to amendment from time to time, 284 but only as follows: 285 286 (1) Adding, Deleting, or Changing Projects. Except and with the exclusion of the 287 approval processes set forth in paragraphs(2), (3), and (4), the project list may be amended to 288 add a project, to delete a project, to make a material change to the scope of a project, or any 289 combination of the foregoing, only upon written request of the jurisdiction charged with 290 undertaking the project, and only upon review and approval by the oversight board, the transit 291 board, and/or the board of county commissioners, the Orlando city council, or the governing 292 board (as appropriate), as follows: 293 294 i. no fewer than five members of the oversight board vote to recommend 295 approval of the requested amendment and, subsequently, the request is 296 approved 297 298 • by the affirmative vote of no fewer than two-thirds (2/3) of the 299 members of the board of county commissioners in the case of 300 county projects, 301 302 • by the affirmative vote of no fewer than two-thirds (2/3) of the 303 members of the Orlando city council in the case of Orlando 304 projects, or 305 306 • by the affirmative vote of no fewer than two-thirds (2/3) of the 307 members of the governing board in the case of all other projects: or 308 309 ii. the oversight board recommends approval of the request by a vote of 310 fewer than five members or recommends denial of the request, but the 311 request is subsequently approved 312 313 • by the affirmative vote of no fewer than four-fifths (4/5) of the 314 members of the board of county commissioners in the case of 315 county projects, 316 317 • by the affirmative vote of no fewer than four-fifths (4/5)of the 318 members of the Orlando city council in the case of Orlando 319 projects, or 320 7 321 • by the affirmative vote of no fewer than four-fifths (4/5) of the 322 governing board members in the case of all other projects. 323 324 (2) Adding Projects for Surplus Funds. In the case of a jurisdiction that has paid in 325 full all costs of its projects listed in the project resolution (or has otherwise provided for full 326 payment of such costs), the project list may be amended to add more projects to be undertaken 327 by that jurisdiction and paid for with sales tax proceeds (or with the proceeds of a borrowing 328 payable from sales tax proceeds), but only upon the written request of the jurisdiction and only 329 upon the approving votes of the majority of the members of the oversight board. The oversight 330 board may withhold its approval only for good and substantial cause. 331 332 In the case of projects to be undertaken by the county, appeals from decisions of the 333 oversight board are to he taken to the board of county commissioners. In the case of projects to 334 be undertaken by Orlando, appeals from oversight board decisions are to be taken to the Orlando 335 city council. In all other cases, appeals from oversight board decisions are to the governing 336 board, where a majority vote is required to override the decision of the oversight board. 337 338 (3) Approval of Pedestrian-Safety Projects. In the case of sidewalk, pedestrian- 339 overpass, bike-trail, traffic-signal-system, or intersection-improvement projects, if and to the 340 extent the pertinent contract between a municipality(other than Orlando) and the county 341 identifies the projects with specificity, the projects may be undertaken by the municipality 342 without further approvals. Otherwise, the projects may be undertaken only after the project list 343 has been amended to add the project, and the project list may be amended only upon approval of 344 the proposed project by a majority of the oversight board. The oversight board may withhold its 345 approval only for good and substantial cause. Appeals from oversight board decisions are to the 346 governing board, where a majority vote is required to override the decision of the oversight 347 board. 348 349 (4) Adding, Deleting, or Changing Transit Projects or Freight-Train-Mitigation 350 Projects; Transit Systems Plan and Determination of Agency Responsible for Transit 351 Projects. The transit board is the entity that will create, adopt and implement a transit systems 352 plan,subject to approval of the plan by the governing hoard as set forth in this paragraph (4). To 353 the extent allowed by law, the cost of preparing the plan shall be paid from the proceeds of the 354 sales tax. After the transit systems plan is prepared by the transit board and approved by the 355 governing board, it may be amended only upon recommendation of the transit board and 356 approval thereafter by the governing board in accordance with this paragraph (4). 357 358 Subject to the approval of the governing board, the transit board shall determine the 359 agency or agencies that will construct, operate, and maintain the infrastructure to implement and 360 manage the transit systems plan. Thereafter, the transit board shall oversee the approved agency 361 or agencies throughout the construction, operation, and maintenance of the transit projects set 362 forth in the transit systems plan. 363 364 In accordance with the transit systems plan, the project list may be amended to add, 365 delete, or make a material change to the scope of a transit project or a freight-train-mitigation 366 project, or any combination of the foregoing. However, such addition, deletion, or material 8 367 change shall be consistent with the transit systems plan and, along with approval of the transit 368 systems plan and approval of the agency or agencies to implement the several transit projects set 369 forth in the transit systems plan,may occur only 370 371 (i) upon recommendation of approval of the proposed addition, deletion, or 372 modification by the transit board, and 373 374 (ii) upon approval of the recommended addition, deletion, or modification by the 375 governing board. 376 377 When recommending approval of the transit systems plan, approval of the agency or agencies to 378 be responsible for undertaking transit projects, or approval of a project addition, deletion, or 379 modification, if the transit board renders its recommendation by the unanimous vote of all its 380 members, the governing board may approve the recommendation by an approving vote of a 381 majority of its members. If the transit board renders its recommendation of any of the foregoing 382 with other than a unanimous vote of all its members, the approval of the governing board may 383 occur only by the approving vote of no fewer than two-thirds (2/3)of all its members. 384 385 In its consideration of proposed changes to the project list under paragraphs (1), (2), and 386 (3) of this subsection(c), the oversight board may not withhold its approval of a proposed 387 additional project or a proposed change to a project already on the project list based on the 388 design of the project if the design is not inconsistent with design standards customarily used by 389 the particular jurisdiction. 390 391 Upon the approval of an amendment to the project list pursuant to this subsection, or 392 upon the execution by the county and a municipality of a contract identifying with specificity the 393 pedestrian-safety projects to be undertaken by the municipality and paid for with the proceeds of 394 the sales tax, the comptroller shall modify the project list accordingly. For purposes of this 395 subsection (c), the severing and striking of a project from the project list, as contemplated in 396 subsection (b), because of its noncompliance with subsection (a) or ineligibility for funding 397 under subsection 212.005(2) of Florida Statutes (2002), shall not be deemed to be an amendment 398 to the project list. 399 400 Section 7. Referendum. 401 402 (a) Referendum Called. This ordinance and the proposed levy of the sales tax shall 403 be presented to the Orange County electorate at a referendum. The board of county 404 commissioners hereby authorizes, directs, and requests the supervisor of elections to conduct the 405 referendum, pursuant to applicable Florida law, with the date of the referendum to be 406 , 200 . The board further authorizes the cost of the referendum to be 407 paid from the general funds of the county and directs the county chairman to prepare and effect 408 such budget transfers as may be necessary for that purpose. 409 410 (h) Ballot Question. The question on the ballot shall be as follows: 411 412 9 413 Orange County Transportation Initiative to Relieve Traffic Congestion, 414 Enhance Mobility and Improve Pedestrian Safety. 415 416 To relieve traffic congestion, this proposal provides funding to widen, improve 417 and extend roads, major highways, and intersections countywide, enhance 418 mobility, improve pedestrian and traffic safety, and begin development of a rapid- 419 transit system. Funding would he provided by a voter-approved half-cent per 420 dollar sates tax for a period of twenty years. Requires that all funds be spent on 421 capital and construction costs. Requires oversight of all expenditures by an 422 independent oversight commission. 423 424 FOR the half-cent sales tax 425 426 AGAINST the half-cent sales tax 427 428 The ballot question shall also appear on the ballot in Spanish, and the county administrator, the 429 county attorney, and the supervisor of elections are requested, authorized and directed to prepare 430 or obtain an accurate and appropriate Spanish translation of the above and to include it on the 431 ballots distributed to county voters. 432 433 Section 8. Amendments. 434 435 (a) Prior to Referendum. This ordinance may be amended, revised, or repealed by 436 the board of county commissioners at any time prior to the referendum called for in section 7. 437 438 (b) After Referendum. After approval by the electorate of the proposed levy of the 439 sales tax at the referendum called for in section 7, any amendment to or revision or repeal of 440 sections 3, 4, 5, or 6, or this subsection 8(b), or subsections 11(d) or(c), and any repeal of this 441 ordinance in its entirety, shall take effect only upon approval thereof by a majority of the electors 442 of Orange County voting in a subsequent referendum called for that purpose, except for an 443 amendment to section 3 to reduce the rate of the sales tax (including a reduction to a rate of zero 444 cents), which may take effect without referendum approval. Otherwise, at any time after the 445 referendum called for in section 7, the other sections and subsections of this ordinance may be 446 amended, revised, or repealed in the manner provided by law. No repeal of this ordinance or 447 reduction in the rate of the sales tax may take effect if it would impair any contract rights of the 448 owners of any bonds, notes or other instruments of indebtedness payable in whole or in part, 449 directly or indirectly, from the revenues derived from the sales tax. 450 451 Section 9. Codification. The publisher of the Orange County Code is directed to 452 codify only sections 1 through 6 and subsections 8(h), 11(d), and 11(e) of this ordinance. The 453 remaining sections shall not be codified, but shall be in full force and effect as provided by 454 Section 11. Further, the publisher is authorized and directed to renumber and reletter the several 455 sections, subsections, paragraphs.and subparagraphs, and to substitute words such as "chapter," 456 "article," and "division" for such words as "ordinance," all as may be necessary or useful to 457 ensure proper codification. 458 10 459 Section 10. Severability. If any provision of this ordinance or the application thereof 460 to any person, governmental body, or circumstance is held invalid, the invalidity shall not affect 461 other provisions or applications of this ordinance which can be given effect without the invalid 462 provision or application, and to this end the provisions of this ordinance arc declared severable. 463 464 Section 11. Effective Dates; Expiration Dates. 465 466 (a) Immediate Effectiveness. Sections 7, 8, 10, and this section 11 shall take effect 467 upon the filing of this ordinance with the State of Florida Department of State as required by 468 paragraph(b) of subsection 125.66(2) of Florida Statutes(2002). 469 470 (b) Delayed Effectiveness. If and only if the levy of the sales tax is approved by a 471 majority of the electors of the county voting in the special referendum election to be held as 472 required by section 7, all other sections of the ordinance shall take effect on January 1, 2004. 473 474 (c) Repeal Upon Voter Disapproval. If the levy of the sales tax is not approved by a 475 majority of the electors of the county voting in the referendum,this ordinance shall expire and 476 shall be deemed repealed in its entirety on January 1,2004, without further action by the board 477 of county commissioners. 478 479 (d) Sunset. In all events, this ordinance shall be in effect only through December 31, 480 2023. It shall "sunset" and expire thereafter, without further action by the board of county 481 commissioners, at which time it shall be deemed repealed and of no further force and effect, and 482 the sales tax levied hereunder shall terminate. 483 484 (e) Survival of Restrictions on Use of Tax Proceeds. Notwithstanding the 485 provisions of subsection(d)for the expiration and repeal of this ordinance, the restrictions 486 imposed by this ordinance and the interlocal agreement on the distribution and use of sales tax 487 proceeds, the proceeds of any borrowings payable from sales tax proceeds, and all interest and 488 other investment earnings on either of them shall survive such expiration and repeal and shall be 489 fully enforceable in a court of competent jurisdiction. 490 491 ENACTED THIS 20TH DAY OF MAY, 2003, BY THE BOARD OF 492 COUNTY COMMISSIONERS OF ORANGE COUNTY, FLORIDA. 493 494 ORANGE COUNTY, FLORIDA 495 496 497 BY: 498 Richard T. Crotty 499 County Chairman 500 501 502 DATE: 503 504 ATTEST: Martha O. Haynie, County Comptroller 11 #167737 v6 505 As Clerk of the Board of County Commissioners 506 507 508 BY: 509 Deputy Clerk 510 17 #167➢37 v7 DRAFT May 9,2003 of the ORANGE COUNTY BOARD OF COUNTY COMMISSIONERS approving the TRANSPORTATION SALES TAX PROJECT LIST Resolution No. 03- WHEREAS, by enactment of the Orange County Transportation Sales Tax Ordinance (the "sales tax ordinance"), the Orange County Board of County Commissioners has levied a "half-cent" local government infrastructure surtax (the "sales tax"), subject to the approval of the electors of Orange County in a referendum; and WHEREAS, the proceeds of the sales tax, if approved by the voters, may be used under Florida law only to pay the cost of financing, planning and constructing "infrastructure" (as that term is defined in Subsection 212.055(2) of Florida Statutes (2002)) and to acquire land for public recreation or conservation or protection of natural resources; and WHEREAS, the Board of County Commissioners declared that the revenues of the tax, if approved by the voters, would be used only to pay the cost of transportation-related infrastructure, including the cost of acquiring land in mitigation of the environmental impacts of undertaking such transportation-related infrastructure; and WHEREAS, if the electors of the County approve the sales tax, they will do so in large part because they will be assured of the specific transportation projects or the specific types of transportation projects that will be paid for, whether in whole or in part, whether directly or indirectly, from the proceeds of the tax; and WHEREAS, the Board of County Commissioners, both for itself and for the City of Orlando, Florida(the "City"), certain other municipalities within the County, and certain transportation agencies, now wishes to declare to the citizens of Orange County those specific projects and types of projects which the board and the other governing bodies and transportation agencies intend and promise in good faith to undertake and pay for with the proceeds of the sales tax, such that the citizens may make an informed decision whether to approve the sales tax; and WHEREAS, the transportation projects identified or contemplated in this resolution are derived from the report entitled"Mobility 20/20—The Orange County Transportation Mobility Initiative" ("Mobility 20/20") approved on December 18, 2002, by the Orange County Chairman Richard T. Crotty's 'transportation Commission, and many of the projects are found in the long- range capital improvements plans of the various transportation agencies in Central Florida. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF ORANGE COUNTY, FLORIDA: Section 1. Approval of"Sales Tax Project List." The Sales Tax Project List attached to this resolution as Exhibit A is hereby approved. Section 2. Declaration of Projects to be Funded with Sales Tax Revenues and Sales Tax Bond Proceeds. (a) On behalf of the County, the City, other municipalities in the County, and the several transportation agencies identified in the Sales Tax Project List, the Board of County Commissioners hereby declares to the citizens of Orange County that, if the sales tax is approved by the electors at referendum, the revenues derived from the sales tax, the proceeds of any bonds, notes, or other debt instruments payable from sales tax revenues, and any investment earnings on either shall be spent only to pay (i) the cost of financing, planning and constructing the transportation-related infrastructure identified or contemplated in the Sales Tax Project List, and (ii) the cost of acquiring land for conservation or protection of natural resources in mitigation of the environmental impacts caused by the construction or acquisition of the transportation-related infrastructure identified or contemplated in the Sales Tax Project List. (b) If any project identified in the project list is later determined to be legally ineligible for funding with sales tax proceeds, it shall be deemed severed and stricken from the project list. Thereafter, the costs of the project shall not be paid from sales tax revenues, sales tax bond proceeds,or any interest or other investment earnings thereon. (c) It is further the expectation of the Board of County Commissioners that sales tax funds will be disbursed to the City, the other municipalities in the County, and the several transportation agencies only if and when, in each case, an appropriate interlocal agreement is entered into under which the municipality or the transportation agency(as the case may he) becomes obligated to undertake and complete the projects identified or contemplated in the Sales Tax Project List in a timely, efficient, and effective manner and to fulfill the intent of the declarations made in this resolution. Section 3. Amendments. The Sales Tax Project List may be amended only as provided in section 6 of the sales tax ordinance. Section 4. Effective Date and Expiration Dates. (a) This resolution shall take effect only if and when the sales tax is approved by the electors at the referendum required by section 7 of the sales tax ordinance. (b) In the event the electors of Orange County disapprove the sales tax at the referendum required by section 7 of the sales tax ordinance, this resolution shall be deemed repealed, without further action by the board of county commissioners, and shall be null and void without ever taking effect. 2 ADOPTED THIS DAY OF , 2003. ORANGE COUNTY, FLORIDA By: Board of County Commissioners By: Richard T. Crotty County Chairman ATTEST: Martha O. Haynie, County Comptroller As Clerk of the Board of County Commissioners By: Deputy Clerk 3 Orange County Sales Tax Project List Exhibit A to Orange County Resolution 03- Project From To Estimated Total Estimated Portion Project Cost ku 'rn Re Funded From Sales Tax 10 MAJOR ROAD PROJECTS: FDOT/ROAD PROJECTSj31 SR 15(Narcoosoe Rd./11oimer Rd.) Conway Road SR 528(BeeLine Expv.) S67 100,000 867,I00,000 SR 50(West Colonial Dr.) Lake County Line Pine Hills Rd. 166.700,000 166,700,000 SR 50 Intersection and Intermodal Tampa Avenue SR 436 19.000.000 19,000.000 Enhancements r West of SR 436 East of Old Cheney I Iwy. 135,000,000 II7 300000 SR 423(John Young Pkwy_) Shader Rd. SR 424(Edgewater Dr.) 73,800.000 73,800,0011 SR 423(John Young Pkwy.) SR 50 Shader Rd. I?800000 17.800.000 SR 434(Forest City Rd) Edgewater Dr. SR 414(Maitland Blvd 17,000.000 17.000,000 SR 482(Sand Lake Rd.) 1-4 Presidents Dr. 40,800,000 40.800,000 Program Subtotal: S531,200,000 S519,5(10,000 FDOT/INTERSTATE 4 I-4 Ultimate improvementsw SR 536(Fpeot Center North of Maitland Blvd. S1,920,800000 S757,000000 Dr.) Program Subtotal: SI,920,800,000 $157,000,000 MAJOR ROAD 82,458,000,000 S1,276,5(01,0(10 PROJECTS'OFFAL: Contingency CONTINGENCY S54,000,0110 S54,090,11110 'TOTAL: LOCAL ROAD PROJECTS:* COUNTY Alaluva Tr. Avalon Park Blvd. Curry Ford Rd. $16,338,100 51.508,900 Boggy Creek Rd. Orange County line SR 417 11,333,700 7,963,700 Boggy Creek Rd.(45%OC 55%Orlando) SR 417 Jetport Dr. 13,500,000 10676,200 CR 535 Chase Rd. Marleon Dr. 10.330900 4,658000 CR 545(Avalon Rd) Seidel Rd. West SR 50 82,952,400 19,746,800 CR 545(Avalon Rd.) Osceola County Line Seidel Rd. 32,860,400 21,328.300 Dean Rd. University Blvd. Orange County Line 8,128,000 1,343,500 Econloekhatchee Tr. Curry Ford Rd. University Blvd. 51,187,200 17,423.100 I lartzog Rd. CR 545(Avalon Rd.) SR 429 11,659,3011 6,788.300 Lake Underhill Rd. Chickasaw'Tr. Rouse Rd. 27,791,100 10,353,800 Pine I fills Rd.—Extension Beggs Rd. SR 500/US 441 22,8658/)0 4,751.900 Pine I tills Rd.(30%0C 70%Orlando) Conroy Rd. Old Winter Garden Rd. 7.950,600 6,287,600 Plymouth Sorrento Rd. SR 500/US 441 Punka('Rd. 16,815,100 5,252,401) John Young Pkwy.Interchange at John Young Parkway 52,000,000 41,123,300 e Sand lake Rd./Turnpike John Young Pkwy.Interchange at SR 50 47,200,000 37,327,300 Program Subtotal: S413,119,200 S196,533,11)11 (Page 1 of 3 of Exhibit A) 4 *(PROJECTS AND AMOUNTS OF LOCAL ROADS SUBJECT TO CHANGE) 5 Project From To Estimated Total Estimated Portion-1 Project Cost" Be Funded From Sales Tax()' LOCAL ROAD PROJECTS(Continued) APOPKA 6'$St. US 441 or Sheeler Rd. Park Ave. $2,500,000 $1977,100 Th - ompson Rd. SR 436(Semoran SheelerRd. 1500,000 1.186,200 Blvd.) Vick Rd. Old Dixie Hwy. l'onkan Rd. 6,000,000 4,745.000 Welch Rd. Rock Springs Rd. Piedmont-Wekiva Rd. 10,000,000 7,906.300 Program Subtotal: $20,000,000 515,816,600 EATONVILLE lake Destiny Drive Lee Road Kennedy Blvd. $1,200,000 $949,000 Program Subtotal: $1,200,000 _ $949,0011 EDGEWOOD Ilolden Ave. SR 500/US 441 Orange Ave. $1,850,000 $Ip63,000 Program Subtotal: 51,850,000 SI,463,000 MAITLAND Keller Rd. Fennell St. Kennedy Blvd. $2,800,000 $2.214.300 I loratio Ave. Maitland Ave. Swoop':Ave. 1,800,000 1,423.500 Sxvoope Ave Extension George Ave. Sybelia Ave __ 4,500,000 3,558,700 SR 414(Maitland Blvd) US 19-92 1-4 3,000,000 2.372.500 SR 414(Maitland Blvd.)Off Ramps SR 414(Maitland Orlando Ave. 2,060,400 1,629.400 Blvd.) Program Subtotal: SI 4,160,400 $11,198,400 OCOEE Clark Rd. A.D.Mims Rd. McCormick Rd. SI 0,500,000 $4,591.600 Maguire Rd. Story Rd. Silver Star Rd. 7,200,000 3,149,500 Maine St/Story Rd. City of Winter Garden SR 50(at Blackwood 9,000,000 7,117,500 Ave.) Program Subtotal: $26,700,000 $14.856,600 ORLANDO Alafaya Tr.Extension SR 15(Narcoossee SR 417 $23,300,000 $1%426,400 Rd.) Andes Avenue Lake Underhill Rd. SR 5(1 12,500,000 9,885,400 Boµgv Creek Rd.(45%OC,55%Orlando) SR 417 Jetport Dr. 16,500,000 13,048,700 Fairgreen St. Maguire Blvd. Old Cheney Rd. 6,240,000 4,934.800 Maguire Blvd-/Crystal lake Dr South St. SR 50 15,825,000 12,514.900 Pine Hills Rd.Extension(30%OC,70% Conroy Road Old Winter Garden Road 18,551,40(1 14,671,000 Orlando) Program Subtotal: $92,916,400 $73,481,200 WINTER GARDEN 91'St. SR 50 SR 438(Plant St.) $7.300,000 $5.773100 Beulah Rd.Realignment 9i6 St. SR 50 4,000,000 3,163,301) SR 438(Plant St)Study SR 537(Dillard St.) SR 429 4,200,000 3,321500 Story Rd __. City ofOw¢ Dillard St. 6,500,000 5,140,400 Program Subtotal: $22,000,000 SI7}98}00 WINTER PARK lake Ave Pine Ave. Gray Ave. $2,600,000 82,056,200 Orlando Ave.(US 17-92l'SM) Monroe Ave. Norfolk Ave 6.500,000 5,140,400 Palmer Ave. Park Ave. I akemont Ave. 1,400,000 1,107,200 Program Subtotal: $111,5011.000 $8,303,8011 LOCAL ROAD $602,446,000 $340,000,000 PROJECTS TOTAL: (Page 2 of 3 of Exhibit A) 6 Project Type Description Estimated Total Estimated Portion To Be Project CostO1L) Funded From Sales Ts'cow" PEDESTRIAN-SAFETY PROJECTS: Pedestrian Overpasses Construction ofpedestrian overpasses in both cities and $22,500,000 S22.500.000 unincorporated areas Sidewalks Construction ofsideavalks in both cities and unincorporated 70,000.000 45.000.000 areas Bicycle Trails Construction of bicycle trails in both cities and 15,000,000 15. 00,000 _ unincorporated areas 'frank Signal Sy stems Installation of traffic signals and traffic-management 7),000,000 60110011110 systems in both cities and unincorporated tares Intersection Improvements Improvements to intersections in both cities and 35,000,000 45,000,000 unincorporated areas PEDESTRIAN- S232,500,000 $1 X7$00,W0 SAFETY PROJECT TOTAL TRANSIT AND FREIGHT-MITIGATION PROJECTS: Transit Improvements 1 (I)Begin development of rapid-transit system through $1,600.000,000 S400,III10,000 preparation of a transit-systems plan and construction and acquisition of commuter-rail,light-rail,and/or other rail- transit systems and(ii)possible enhancement of existing mass-transit systems Freight-Train Mitigation (i)Construction of overpasses and underpasses at train- 400.000,000 300,000.000 crossing intersections and other freight-train mitigation facilities and/or lit)re-routing of freight-trains to:vow of Tess traffic impact TRANSIT AM) $2,000,000,000 5700,000,111111 FREIGHT MITIGATION PROJECT TOTAL: Program Totals: $5,292,946,000 52,504,000,000 Footnotes: (I) All amounts are in 2003 dollars. Actual dollar amounts expended in later years will likely be greater. (2) The"ultimate" improvements to I-4 will consist of six general-use lanes, up to four special-use lanes (which may include"HOV" or"high-occupancy-vehicle" lanes, toll lanes, or some other configuration to be negotiated with FDOT and set forth in a future agreement between FDOT and the County with terms and conditions acceptable to the Board of County Commissioners), and, in certain sections, a 44-foot-wide light-rail corridor. (3) "FDOT" is the State of Florida Department of Transportation. (4) The estimates do not govern the allocation by the various jurisdictions of the sales-tax revenues among the several types of pedestrian-safety projects. Each municipality and the county is free to allocate funding among the types of pedestrian-safety projects according to its needs and priorities. (Page 3 of 3 of Exhibit Al 7 137027 vl9 DRAFT May 9, 2003 ORANGE COUNTY / ORLANDO INTERLOCAL AGREEMENT regarding TRANSPORTATION SALES TAX Approved by the Orange County Board of County Commissioners ,2003 Approved by the City of Orlando City Council ,2003 ORANGE COUNTY / ORLANDO INTERLOCAL AGREEMENT regarding TRANSPORTATION SALES TAX This Interlocal Agreement is made and entered into as of the day of , 2003, by Orange County, Florida, a charter county and political subdivision of the State of Florida and the City of Orlando, Florida, a municipal corporation organized and existing under the laws of the State of Florida. RECITALS WHEREAS, in September of 2002 Orange County Chairman Richard T. Crotty convened the County Chairman's Transportation Commission, which consisted of active and knowledgeable citizens and leaders of business, governmental, academic, civic, social, and professional organizations. The commission studied extensively the transportation needs and options in the county and, ultimately, recommended in its report the levy of a"half-cent" sales tax to fund construction of needed transportation projects; and WHEREAS, by enactment of the Orange County Transportation Sales Tax Ordinance, Ordinance No. 2003- , on ,2003, the Orange County Board of County Commissioners levied the local government infrastructure surtax at the rate of one-half of one percent(0.5%), pursuant to section 212.054 and subsection 212.055(2), Florida Statutes (2002), to pay the cost of transportation projects, subject to ratification by the electors of Orange County in a referendum; and WHEREAS,the ordinance authorizing the levy of the Sales Tax calls for the Sales Tax proceeds to be distributed by the State of Florida Department of Revenue in accordance with an interlocal agreement to be executed by the County and the City, as authorized by subsections 212.054(4) and 212.055(2), Florida Statutes (2002); and WHEREAS, pursuant to subsection 212.055(2)(c)1 of Florida Statutes (2002), the City. as the municipality representing a majority of Orange County's municipal population, and the County intend now to enter into this Interlocal Agreement to set forth not only how the Sales Tax Revenues will be distributed by the Department of Revenue, but also (i)how the tax revenues (as well as the proceeds of any Sales Tax Bonds and all interest and other investment earnings thereon) will be subsequently deposited, disbursed and expended, (ii) the requirements and restrictions imposed on the use and expenditure of all Sales Tax Funds, (iii) the means by which the County, the City, other municipalities and certain transportation agencies will be held accountable for compliance with such requirements and restrictions, and (iv) various other matters in connection with the Sales Tax Funds. NOW, THEREFORE, the County and the City agree as follows: Article I AUTHORITY AND PURPOSE 1.1 Authority. This Interlocal Agreement is entered into pursuant to the powers and authority granted to the parties under the Constitution and laws of the State of Florida, including expressly (but not limited to) Sections I and 2 of Article VIII of the Constitution of the State of Florida, Chapters 125 and 166, Florida Statutes (2002), section 163.01, Florida Statutes (2002), subsections 212.054(4) and 212.055(2), Florida Statutes (2002), and the Sales Tax Ordinance. 1.2 Purpose. This Interlocal Agreement constitutes the interlocal agreement allowed under subparagraph (c)l of subsection 212.055(2) of Florida Statutes (2002) to govern the distribution of the proceeds of the local government infrastructure surtax. It also sets forth restrictions, conditions, and requirements pertaining to deposit, disbursement, investment, and expenditure of the proceeds of the surtax and other related funds. Article// DEFINITIONS In this Interlocal Agreement, the following words and phrases shall have the following meanings: 2.1 "Accountability Agreement" means an agreement between the County and a Municipality or an agreement between the County and a Transportation Agency under which the Comptroller disburses Sales Tax Funds and within which there must be requirements and restrictions with respect to the use of Sales Tax Funds that are substantially similar to those contained in subsections 4.2.3 through 4.2.10, inclusive, and in sections 4.3 through 4.6 of this Interlocal Agreement. 2.2 "Board" means the Board of County Commissioners of Orange County, Florida. 2.3 "Calendar Quarter" means each consecutive three-month period during a Fiscal Year, the first commencing October 1, the second commencing January I. the third commencing April 1, and the fourth commencing July 1. 2.4 "City" means the City of Orlando, Florida. a municipal corporation. 2 2.5 "City Council" means the City Council for the City of Orlando, Florida. 2.6 "Comptroller" means the Orange County Comptroller and those employees of the Comptroller who are authorized from time to time to act on her or his behalf in connection with the provisions of this Interlocal Agreement. 2.7 "Contract Revenues" means the Sales Tax Funds disbursed by the Comptroller and received by the City under this Interlocal Agreement and the Sales Tax Funds disbursed by the Comptroller and received by the other Municipalities and the Transportation Agencies under Accountability Agreements. 2.8 "Contract Revenue Bonds" means bonds, notes, or other instruments of indebtedness of any type, irrespective of which governmental entity may be the debtor, when Contract Revenues or any investment earnings thereon are pledged, in whole or in part, directly or indirectly, to service the debt incurred through the instrument or when the principal of or any interest on the debt instrument is otherwise contractually payable from or expected actually to be paid from Contract Revenues or any investment earnings thereon, whether in whole or in part, whether directly or indirectly. 2.9 "County" means Orange County, Florida, a charter county and political subdivision of the State of Florida. 2.10 "County Chairman" means the Orange County Chairman, the elected chair of the Board of County Commissioners as described in the Orange County Charter, and those County employees who are authorized from time to time to act on his or her behalf in connection with the provisions of this Interlocal Agreement. 2.11 "County Pedestrian Safety Projects Trust Account" means the account by that name which was established by the Sales Tax Ordinance. 2.12 "County Road Projects Trust Account" means the account by that name which was established by the Sales Tax Ordinance. 2.13 "County Trust Accounts" means the County Road Projects Trust Account, the County Pedestrian Safety Projects Trust Account,the Surplus Sales Tax Trust Account, and the Major Roads and Transit Holding Account. 2.14 "CTC Report" means the report issued on December 18, 2002,by County Chairman Richard T. Crotty's Transportation Commission, entitled Mobility 20/20 -- The Orange County Transportation Mobility Initiative. 2.15 "Distribution" means a single transfer of Sales Tax Revenues to the Comptroller from the State of Florida Department of Revenue pursuant to subsection 212.055(2)(c), Horida Statutes (2002) and section 3.1 of this Interlocal Agreement. 3 2.16 "Distribution Amount" means the amount of Sales Tax Revenues received by the Comptroller in a particular Distribution. 2.17 "FDOT" means the State of Florida Department of Transportation, a department within the executive branch of the state. 2.18 "Fiscal Year" means each twelve-month period beginning October I and ending September 30 and recording revenues and expenditures on an accrual basis consistent with generally accepted accounting principles used for financial reporting purposes. In this Interlocal Agreement, a Fiscal Year is identified either by the two calendar years it spans (e.g., Fiscal Year 2003-04) or by the calendar year containing the last nine months of the Fiscal Year (e.g., Fiscal Year 2004). Furthermore, the term is used in this Interlocal Agreement for convenience only; the parties recognize that the actual fiscal year for the Transportation Agencies may be a different time period. 2.19 "Governing Board" means the Orange County Mobility 20/20 Governing Board created by Orange County Ordinance 2003- enacted on 2003. 2.20 "Infrastructure" has the same meaning in this Interlocal Agreement as is set forth expressly or as is implied under subsection 212.055(2), Florida Statutes (2002), except that for purposes of this Interlocal Agreement the term is limited to public facilities, land, vehicles, and other capital improvements or purchases that pertain to transportation. 2.21 "Interlocal Agreement" means this agreement entered into by the County and the City, as it may be amended from time to time. 2.22 "Major Roads and Transit Holding Account" means the account by that name which was established by the Sales Tax Ordinance. 2.23 "Municipalities" means all municipalities within the County's boundaries, other than the City, that had a population of no fewer than 500 as of January 1, 2003. 2.24 "Municipality" means one of the Municipalities. 2.25 "Orlando Pedestrian Safety Projects Trust Account" means the account by that name which was established by the Sales Tax Ordinance. 2.26 "Orlando Road Projects Trust Account" means the account by that name which was established by the Sales Tax Ordinance. 2.27 "Orlando Trust Accounts" means the Orlando Road Projects Trust Account and the Orlando Pedestrian Safety Projects Trust Account. 2.28 "Other Municipalities Pedestrian Safety Projects Trust Account" means the account by that name which was established by the Sales Tax Ordinance. 4 2.29 "Other Municipalities Road Projects Trust Account" means the account by that name which was established by the Sales Tax Ordinance. 2.30 "Oversight Board" means the Orange County Citizens' Transportation Oversight Board created by Orange County Ordinance No. 2003- enacted on 2003. 2.31 "Project" means the financing,planning, acquiring, and construction of Infrastructure and the acquisition of land for conservation or protection of natural resources in connection with the mitigation of environmental impacts caused by the construction or acquisition of roads and other transportation facilities, the cost of all of which is allowed under Florida law to be paid from Sales Tax Funds. 2.32 "Project List" means, collectively, Orange County Resolution No. 03-M- adopted by the Board on ,2003, and its attached "Sales-Tax Project List", as the resolution and its project list may be amended from time to time. A copy of the Project List as it was adopted by the Board is attached to this Interlocal Agreement as Exhibit D. However, the Project List is subject to amendment from time to time as set forth in section 6 of the Sales Tax Ordinance, and there is no requirement for such amendments to be approved by the parties to this Interlocal Agreement as amendments to Exhibit D. 2.33 "Sales Tax" means the local government infrastructure surtax levied under the Sales Tax Ordinance. The term does not mean, and shall not be construed under any circumstances to mean, any other sales tax, all or part of the revenues of which may be disbursed from time to time to the County, the City, the Municipalities, or the Transportation Agencies. 2.34 "Sales Tax Bonds" means any bonds, notes, or other instruments of indebtedness of any type, irrespective of which governmental entity may be the debtor, when Sales Tax Funds of any type are pledged, whether in whole or in part, whether directly or indirectly, to service the debt incurred through the instrument or when the principal of or any interest on the debt instrument is otherwise contractually payable from or expected actually to be paid From Sales Tax Funds, whether in whole or in part, whether directly or indirectly. For purposes of this Interlocal Agreement, all Contract Revenue Bonds are Sales Tax Bonds. 2.35 "Sales Tax Bond Proceeds" means the proceeds received from the sale or issuance of Sales Tax Bonds. 2.36 "Sales Tax Funds" means all Sales Tax Revenues, all Sales fax Bond Proceeds, all Contract Revenues, all proceeds from the sale of Contract Revenue Bonds, and all interest and other income or revenue earned on any type of investments of Sales Tax Revenues, Sales Tax Bond Proceeds, Contract Revenues, and the proceeds from the sale of Contract Revenue Bonds. 2.37 "Sales Tax Ordinance" means Orange County Ordinance No.2003- . the "Orange County Transportation Sales Tax Ordinance," enacted by the Board on , 2003. 5 2.38 "Sales Tax Revenues" means the revenue derived from the Sales Tax and distributed to the Comptroller by the State of Florida Department of Revenue. The term is synonymous with the term "proceeds of the surtax" in subsection 212.055(2) of Florida Statutes (2002) and the term "sales tax proceeds" in the Sales Tax Ordinance. 2.39 "Sales Tax Trust Fund" means the Orange County Transportation Sales Tax Trust Fund established by the Sales Tax Ordinance. 2.40 "Surplus Sales Tax Trust Account" means the account by that name which was established by the Sales Tax Ordinance. 2.41 "Transit Board" means the Orange County Transit Board created by Orange County Ordinance 2003 enacted on , 2003. 2.42 "Transit Systems Plan" means a detailed plan that evaluates transit opportunities that can be used to prioritize transit investments to implement a comprehensive and coordinated transit network, generally identifies a cost for individual transit components, identifies funding needs, and determines a phasing schedule for implementing the transit systems plan. 2.43 "Transportation Agencies" means FDOT or any state or local transportation agency with which the County may enter into an Accountability Agreement to carry out the purposes of the Sales Tax Ordinance, the Project List, and this Interlocal Agreement. Article III DISTRIBUTION, DEPOSIT, AND DISBURSEMENT OF SALES TAX REVENUES 3.1 Distribution. Pursuant to subsection 212.055(2)(c), Florida Statutes, all proceeds of the Sales Tax less the cost of administration shall be distributed by the State of Florida Department of Revenue to the Comptroller on behalf of the County, who shall then deposit and subsequently disburse all such proceeds and any interest and other investment earnings thereon only as set forth in this Article HI. 3.2 Deposits of Sales Tax Revenues. Within ten business days of receipt of each Distribution,the Comptroller shall deposit the Sales Tax Revenues received into the Sales Tax Trust Fund and shall allocate and credit them, as follows: 3.2.1 Debt Service Funds and Accounts. In every year in which there remain outstanding and unpaid any Sales Tax Bonds issued by the County, the Comptroller shall deposit Sales Tax Revenues into the several principal, interest, debt service reserve, and other related bond accounts in the trust fund in such amounts, without limitation, as may he necessary to ensure the County's compliance with the bond resolution, trust indenture, and other instruments governing the County's Sales Tax Bonds and the repayment thereof 6 The County and the City acknowledge and intend that the County will be issuing Sales Tax Bonds from time to time to finance the cost of the Projects in the Project List to be undertaken by FDOT and, possibly, the other Transportation Agencies or the County itself Those Sales Tax Bonds are expected to be payable from, and secured by a pledge of and first lien upon, all Sales Tax Revenues as they are received by the Comptroller in each Distribution, and this subsection 3.2.1 is intended to ensure the County's ability legally and financially to issue such debt instruments. However, the parties also expect and intend that the debt service for the Sales Tax Bonds to be issued by the County for major road Projects and transit and freight- mitigation Projects will actually be budgeted and paid from Sales Tax Funds deposited by the Comptroller into the Major Roads and Transit Holding Account under subsection 3.2.4. to the extent available, as determined by the County. Furthermore, the County and the City agree that, notwithstanding the foregoing, the owners of Sales Tax Bonds issued by the County will not have any pledge of or lien upon Sales Tax Funds when and to the extent that they are disbursed to and are received by the City, the Municipalities, and the Transportation Agencies and, thereby, become Contract Revenues. 3.2.2 Road-Projects Trust Accounts. Next, in Fiscal Years 2004 through 2014, inclusive, the Comptroller shall make deposits to the several road-projects trust accounts, to the extent there are Sales Tax Revenues remaining from the Distribution. The amounts distributed to the City,to the County, and, collectively, to the Municipalities, as well as the formulas for the calculation thereof, arc shown in Exhibit A to this Interlocal Agreement, which is incorporated herein by this reference. The amount deposited in each trust account shall be equal to the percentage shown in Exhibit A for the particular trust account multiplied by the difference between the Distribution and the amount of the Distribution(if any) deposited under subsection 3.2.1. However, the cumulative amount deposited in the Orlando Road Projects Trust Account,the County Road Projects Trust Account, and the Other Municipalities Road Projects Trust Account during a Fiscal Year may not exceed the amount shown in the column in Exhibit A headed "Annual Max." for the respective year. If County Road Projects arc financed through the sale of County Sales Tax Bonds, then the amount to be deposited each time in the County Road Projects Trust Account shall be net of the amount of Sales Tax Revenues used pursuant to Section 3.2.1 to pay the debt service and make required deposits to the related bond accounts on such Count Sales Tax Bonds. Of the amount deposited each time in the Other Municipalities Road Projects Trust Account, the Comptroller shall credit the following percentages to subaccounts for certain Municipalities as follows: Other Municipalities Road Projects Trust Account Municipality Subaccount Percentage Apopka 22.60% Eatonville 1.36% 7 Edgewood 2.09% Maitland 16.00% Ocoee 21.23% Winter Garden 24.86% Winter Park 11.86% Total 100% 3.2.3 Pedestrian-Safety Trust Accounts. In Fiscal Years 2004 through 2014. inclusive, after the distribution of Sales Tax Revenue to the road projects trust accounts, the Comptroller shall allocate and deposit among the three pedestrian-safety projects trust accounts an aggregate amount from each Distribution equal to a percentage multiplied by the difference between the Distribution and the amount of the Distribution (if any) deposited under subsection 3.2.1, as follows: Pedestrian-Safety Trust Accounts Fiscal Year Percentage Annual Maximum 2004 18.06% $ 16,124,484 2005 18.24% 22,208,790 2006 18.16% 22,941,680 2007 18.04% 23.698,755 2008 17.92% 24,480,814 2009 17.80% 25,288,681 2010 17.68% 26,123,208 2011 17.56% 26,985,273 2012 10.96% 17,516,542 2013 8.74% 14,527,555 2014 2.17% 3,751,741 The cumulative aggregate amount to be allocated among and deposited in the three pedestrian-safety projects trust accounts during a Fiscal Year may not exceed the amount shown in the column in the above table headed"Annual Maximum" for the respective year. If County Pedestrian-Safety Projects are financed through the sale of County Sales Tax Bonds, then the amount to be deposited each time in the County Pedestrian-Safety Projects Trust Account shall be net of the amount of Sales Tax Revenues used pursuant to Section 3.2.1 to pay the debt service and make required deposits to the related bond accounts on such County Sales Tax Bonds. 8 Of the aggregate amount to be deposited, the amount to be deposited in each pedestrian-safety projects trust account is as follows: (a) 20.39%of the deposited amount to the Orlando Pedestrian Safety Projects Trust Account; (b) 13.55% of the deposited amount to the Other Municipalities Pedestrian Safety Projects Trust Account; and (c) 66.06% of the deposited amount to the County Pedestrian Safety Projects Trust Account. Each deposit to the Other Municipalities Pedestrian Safety Projects Trust Account shall be credited to subaccounts for each Municipality as follows: Other Municipalities Pedestrian-Safety Trust Account Municipality Subaccount Percentage Apopka 22.94% Belle Isle 4.64% Eatonville 1.91% Edgewood 150% Maitland 11.15% Oakland 0.94% Ocoee 21.04% Windermere 1.79% Winter Garden 14.13% Winter Park 19.96% Total: 100% After the decennial census in 2010, the Comptroller shall adjust the above percentages to reflect the populations of the City, the Municipalities, and the unincorporated parts of the County as set forth in the Census 2010 Redistricting Data (PI. 94-171) Summary 9 File, or the equivalent, promulgated by the U.S. Census Bureau, including any adjustments thereto, such that the aggregate amount deposited shall again be allocated to the City, the Municipalities, and the County according to the respective population share of each (with the County's population being deemed to be that of its "unincorporated" area). Thereafter, the deposits to the three pedestrian-safety projects trust accounts shall be based on the adjusted percentages beginning in the first full Fiscal Year after release of the pertinent 2010 census information. 3.2.4 Major Roads and Transit Holding Account. The Comptroller shall then deposit the balance of the Sales Tax Revenues in the Distribution into the Major Roads and Transit Holding Account. 3.2.5 Surplus Sales Tax Trust Account. From time to time the Comptroller shall deposit Sales Tax Revenues and interest earnings thereon into the Surplus Sales 'Pax Trust Account, but only if and to the extent allowed or required under subsection 4.1.4. 3.3 Disbursements of Sales Tax Funds. 3.3.1 To the City. The Comptroller shall disburse to the City the Sales Tax Funds deposited from time to time in the Orlando Trust Accounts, and the disbursements shall be made either within ten business days after the funds from the distribution are placed in the Orlando Trust Accounts or at such later time as the City may direct. Thereafter, the City shall deposit and use the Sales Tax Funds disbursed to it only as set forth in Section 4.2. 3.3.2 To the County. The Sales Tax Funds deposited from time to time in the County Trust Accounts shall be deemed to be disbursed to the County upon deposit, and the County shall use the Sales Tax Funds in those trust accounts only as set forth in Section 4.1. 3.3.3 To the Municipalities. (a) The Other Municipalities Road Projects Trust Account. The Comptroller shall disburse to the cities of Apopka, Eatonvillc, Edgewood, Maitland, Ocoee, Winter Garden, and Winter Park the Sales Tax Funds deposited from time to time in the several suhaccounts of the Other Municipalities Road Projects Trust Account, but only if and when, with respect to each such Municipality, the County first enters into an Accountability Agreement as contemplated in Section 5.1. Disbursements to each such Municipality shall be in the amounts and shall occur at the times set forth in the applicable Accountability Agreement, and the County shall ensure that each Accountability Agreement with a Municipality conforms to the minimum requirements set forth in Section 5.1. (h) The Other Municipalities Pedestrian Safety Projects Trust Account. The Comptroller shall disburse the Sales 'lax Funds on deposit from time to time in the Other Municipalities Pedestrian Safety Projects Trust Account to those Municipalities with which the County has entered into an Accountability Agreement as contemplated in section 5.1. Each such disbursement shall be in the amounts and shall occur at the times set forth in the applicable io Accountability Agreement, and the County shall ensure that each Accountability Agreement with a Municipality conforms to the minimum requirements set forth in Section 5.1. 3.3.4 To Transportation Agencies. The Comptroller shall disburse Sales Tax Funds on deposit from time to time in the Major Roads and Transit Holding Account to Transportation Agencies, but only to those transportation Agencies with which the County has entered into an Accountability Agreement as contemplated in section 5.2, and only with each such disbursement to be in the amounts and at the times set forth in the applicable Accountability Agreement. The County shall ensure that each such Accountability Agreement with a Transportation Agency conforms to the minimum requirements set forth in section 5.2. However,if either the City or the County elects to undertake one or more of the Projects to be funded from the Major Roads and Transit holding Account, and such undertaking is approved through a"Local Agency Program (LAP) Agreement" or through a similar type of other agreement with a Transportation Agency(or Agencies), then upon the request of the City or the County (whichever is affected), the Comptroller shall establish, as applicable, a subaccount for the County or the City in the Major Roads and Transit Holding Account, and the then-existing and future Sales Tax Funds for such Project shall be deposited in the new City or County subaccount, as applicable. 3.3.5 From the Surplus Sales Tax Trust Account. 'the Comptroller shall disburse or transfer Sales Tax Revenues and investment earnings thereon from the Surplus Sales Tax Trust Account from time to time, but only as allowed or required in subsection 4.1.4. 3.4 No Rights to Amounts Certain. The Comptroller shall make the deposits to the several accounts as described in this article, and thereafter the County, the City, the Municipalities, and the Transportation Agencies will have available to them only such funds as are deposited and available for disbursements from their respective accounts. Unless set forth expressly otherwise in this Interlocal Agreement, neither the County nor the Comptroller have any obligation to ensure that any funds, accounts, or subaccounts have on deposit any minimum amounts or any amounts certain. Both the City and the County understand, agree and declare that the funding estimates and projections set forth in the Project List and the CTC Report were for analytical purposes only and do not create any express or implied right on the part of any governmental entity to any minimum amount of future Sales Tax Funds. 3.5 Investment of Sales Tax Revenues. The Comptroller is authorized and directed to invest the Sales Tax Revenues and other Sales Tax Funds from time to time on deposit in the Sales Tax Trust Fund. Such investment shall be made in accordance with the policies, procedures, and practices employed by the Comptroller in the investment of other County funds, and the Comptroller shall invest the funds in such a way as to (i) ensure the safety of the Sales Fax Funds invested,(ii) ensure that Sales Tax Funds arc available to make disbursements in a timely manner to the City, the Municipalities, and the Transportation Agencies under this Interlocal Agreement and such Accountability Agreements as the County may later enter into and (iii) maximize investment earnings on Sales Tax Funds. As required by the Sales Tax Ordinance, all interest and other investment earnings on monies deposited in the several accounts of the Sales Tax Trust Fund shall be retained in the trust fund and shall be credited by the Comptroller to the same account as the monies on which they were earned. II Article IV USE OF SALES TAX FUNDS—COUNTY AND CITY 4.1 County Trust Accounts. The County shall use the Sales Tax Funds deposited in the several County Trust Accounts only in accordance with the following requirements and restrictions: 4.1.1 County Road Projects Trust Account. The funds deposited from time to time in the County Road Projects Trust Account shall be used by the County only (i) to pay the costs of only those County road-construction Projects, road- widening Projects, and intersection-improvement Projects identified in the Project List to be undertaken by the County, and only in compliance with the requirements and restrictions set forth in the Sales Tax Ordinance, the Project List and this Interlocal Agreement; (ii) to service the debt on Sales Tax Bonds issued by the County to pay the cost of the Projects described in (i); and (iii) to pay the principal of and interest on other Sales Tax Bonds issued by the County as may be necessary to avoid default. Upon payment(or upon otherwise providing for payment) in full of all costs of the county-road Projects identified in the Project List, any funds remaining in the trust account may be used likewise only to service debt or to pay the costs of other Projects, as the County may propose and the Oversight Board and the Board may then approve in accordance with Section 6 of the Sales Tax Ordinance and the provisions of the Project List. The Projects shall be undertaken and completed by the County to the extent funding is available in the trust account. However, it is the intent of the County and the City that the costs of the road Projects to be undertaken by the County are to be paid from Sales Tax Funds only so long as any third parties that will derive special benefit from a particular Project, such as businesses, landowners, and land developers, contribute their fair share to the capital cost of the Project, whether through monetary payments or in-kind contributions (such as design documents or right-of-way). Also, the County should use other appropriate sources of revenue such as impact fees and special assessments, to the extent they may be available, to pay a portion of the capital costs. Therefore, with respect to each road Project, the County shall use Sales lax Funds to pay only a portion of the actual capital cost, and the maximum eligible portion is equal to the total actual capital cost of the Project multiplied by the following fraction: • the numerator is the amount shown for the Project in the Project List in the column labeled "Estimated Portion To Bc Funded From Sales Tax"; and i2 • the denominator is the amount shown for the Project in the Project List in the column labeled"Estimated Total Project Cost". Furthermore, in addition to the requirements of subsection 4.1.6, the County shall keep its books and records of this trust account and the expenditures therein in such a way as to be able to demonstrate full compliance with the foregoing requirement and limitation. For purposes of the preceding paragraph, the actual capital cost of the Project includes the fair-market value of in-kind contributions by such parties as businesses, landowners and land developers, but only if the cost of the goods, services, or land contributed, if it had been incurred by the County, would have been treated under generally accepted accounting principles as a capital cost of the Project. Furthermore, the value of right-of-way the title to which was acquired by the County prior to January 1, 1998, shall not constitute part of the capital cost of a Project for purposes of the preceding paragraph. Finally, if the County elects to issue Sales Tax Bonds to finance the Projects the cost of which is to be paid from the Sales Tax Funds on deposit in this trust account, it shall notify the City of its intent to issue such bonds or other debt instruments not later than the twentieth business day before the date on which the Board is scheduled to vote to approve issuance of the debt. Furthermore,the County may then close the sale of the bonds or other debt instruments only if the aggregate of the principal, interest, and redemption premium to be paid by the County in each Fiscal Year from Sales Tax Funds on deposit in the trust account does not exceed (i)the"Annual Max." amount shown in Exhibit A for the County Road Projects Trust Account for the particular Fiscal Year or(ii) the amount the County then reasonably expects and projects actually to be on deposit in the trust account during the particular Fiscal Year, whichever is less. However, the validity and enforceability of the County's Sales Tax Bonds, once issued, shall not be affected in any manner whatsoever by the County's failure or refusal to comply with the foregoing requirements and restrictions. 4.1.2 County Pedestrian Safety Projects Trust Account The funds deposited from time to time in the County Pedestrian Safety Projects Trust Account may be used by the County only (i) to pay the costs of only those sidewalk-construction Projects, pedestrian- overpass Projects, bike-trail Projects, traffic-signal Projects, and intersection-improvement Projects identified or contemplated in the Project List, and only in compliance with the requirements and restrictions set forth in the Sales Tax Ordinance, the Project List, and this Interlocal Agreement: (ii) to service the debt on Sales Tax Bonds issued by the County to pay the costs of the Projects described in (i); and (iii) to pay the principal of and interest on other Sales Tax Bonds issued by the County as may be necessary to avoid default. 13 The Projects must be undertaken and completed by the County to the extent funding is available in the trust account. Upon payment(or upon otherwise providing for payment) in full of all costs of the pedestrian-safety Projects identified or contemplated in the Project List, any funds remaining in the trust account may be used likewise only to service debt or to pay the costs of other Projects, as the County may propose and the Oversight Board or the Board may then approve in accordance with Section 6 of the Sales Tax Ordinance and the provisions of the Project List. If the County elects to issue Sales Tax Bonds to finance the Projects the cost of which is to be paid from the Sales Tax Funds on deposit in this trust account, it shall notify the City of its intent to issue such bonds or other debt instruments not later than the twentieth business day before the date on which the Board is scheduled to vote to approve issuance of the debt. Furthermore, the County may then close the sale of the bonds or other debt instruments only if the aggregate of the principal, interest, and redemption premium to be paid by the County in each Fiscal Year from Sales Tax Funds on deposit in the trust account does not exceed (1)the County's aggregate share of the deposits to be made under subsection 3.2.3 during the Fiscal Year (that is, 66.06% [or such adjusted percentage as may be required under subsection 3.2.3lof the"Annual Maximum" shown for the particular Fiscal Year in the table in subsection 3.2.3) or (ii)the amount the County then reasonably expects and projects actually to be on deposit in the trust account during the particular Fiscal Year, whichever is less. however, the validity and enforceability of the County's Sales Tax Bonds, once issued, shall not be affected in any manner whatsoever by the County's failure or refusal to comply with the foregoing requirements and restrictions. 4.1.3 Major Roads and Transit Holding Account. (a) Permitted Uses. The City and the County acknowledge that the primary impetus for the enactment of the Sales Tax Ordinance was the CPC Report and its recommendations. After setting aside a reasonable portion of the Sales Tax Revenues for the Projects to be undertaken by the City, the County, and the Municipalities, the parties expect that all or most of the balance of the Sales Tax Revenues will be needed or useful for the major-state- road Projects on the Project List and the mass-transit systems and freight-train-mitigation Projects to be undertaken pursuant to the Transit Systems Plan and the Project List. Therefore, the funds deposited from time to time in the Major Roads and Transit Holding Account may be used by the County only (i) to make the transfers required in subsection 4.1.4, (ii) to pay the principal of and interest on Sales Tax Bonds issued by the County to finance the major-road Projects identified in the Project List and the transit and freight-mitigation Projects identified in the Transit Systems Plan and added to the Project List, and (iii)otherwise to provide funding, whether directly to the County, to the City or the County under a LAP agreement or agreements, or to the Transportation Agencies under Accountability Agreements, as appropriate, for the following: • Improvements to Interstate Highway 4 to be undertaken by FDOT as contemplated by the CTC Report and set forth in the Project List; 14 • Improvements to State Road l5 (I loffner and Narcoossee Roads), State Road 50 (Colonial Drive), State Road 423 (John Young Parkway), State Road 434 (Forest City Road), and State Road 482(Sand Lake Road), all to be undertaken by FDOT as set forth in the Project List and as contemplated in the CTC Report; • Development of a Transit Systems Plan(if and to the extent development of a Transit Systems Plan would constitute a lawful purpose for expenditure of Sales Tax Funds) and, pursuant to the Transit Systems Plan and the Project List, design and construction of(and land acquisition for) all or part of a rapid-transit system such as a commuter-rail, light-rail. or other rail-transit system, as well as possible enhancement of existing mass-transit systems; and • Pursuant to the Transit Systems Plan and the Project List, design and construction of(and, if necessary, land acquisition for) overpasses and underpasses at train-crossing intersections, as well as other freight-train- mitigation facilities, and Projects to effect relocation and rerouting of freight trains to areas of the County with less impact on vehicular traffic. (b) Approvals and Prioritization of Transit and Freight-Train-Mitigation Projects. The City and the County agree that, subject to Governing Board approvals required under section 6 of the Sales Tax Ordinance, the"transit Board is the entity that will create, implement, and manage the Transit Systems Plan, using Sales Tax Funds (to the extent lawful) from the Major Roads and Transit Holding Account to prepare the Transit Systems Plan, and will determine and oversee which agency or agencies will construct, operate and maintain improvements to implement and manage the Transit Systems Plan. Transit and freight- mitigation Projects to be funded from the Major Roads and Transit Holding Account and added to the Project List must be approved by the 'Iransit Board and the Governing Board pursuant to this subsection and section 6 of the Sales Tax Ordinance. The Transit Board and the Governing Board, pursuant to this subsection, will also review and recommend approval or disapproval of any proposed additions or deletions of or material changes to transit and freight-mitigation Projects to be paid for, in whole or in part, with Sales Tax Funds, as set forth in section 6 of the Sales Tax Ordinance. Notwithstanding paragraph (a)of this subsection 4.1.3„ neither the County nor any Transportation Agency may use any Sales Tax Funds in the Major Roads and Transit Holding Account for any mass-transit Project or freight-train-mitigation Project unless and until the Project has been (i) determined by the Transit Board to be consistent with the 'I'ransit Systems Plan, (ii) recommended for approval by the Transit Board, and(iii) approved by the Governing Board for addition to the Project List as set forth in section 6 of the Sales Tax Ordinance. Furthermore, no such Project that has been added to the Transit Systems Plan or the Project List, as applicable, after receiving the recommendation of the Transit Board and the approval of the Governing Board may be deleted from the I ransit Systems Plan or the Project List, nor may the scope of the Project be modified in any material way, without such deletion or modification likewise receiving the recommendation of the Transit Board and the approval of the Governing 15 Board as set forth in section 6 of the Sales Tax Ordinance. (c) Accountability Agreements Required. The Comptroller may disburse Sales Tax Funds in the Major Road and Transit Holding Account to a Transportation Agency only if the County has first entered into an Accountability Agreement with the agency specifying the Project or Projects to be undertaken by the agency setting forth the amounts and timing of the disbursements, complying with the minimum requirements of section 5.2, imposing restrictions and requirements substantially similar to those imposed on the City in subsections 4.2.3 through 4.2.10, inclusive, and in sections 4.3 through 4.6, inclusive(if and to the extent negotiated and agreed to by the parties to the Accountability Agreement), and containing such other provisions as the Board deems prudent and consistent with good business practice, sound public policy,and the public interest. However, no fewer than 15 business days before the County executes each such Accountability Agreement, it shall deliver a draft of the proposed agreement to the City for the City's review and comment. (d) Requirements Before Borrowing. If during the Fiscal Years in which the Comptroller is required to distribute Sales Tax Revenues as set forth in subsections 3.2.2 and 3.2.3 the County elects to issue Sales Tax Bonds to finance major-road Projects, transit Projects, or freight-mitigation Projects as contemplated in the Project List, the County shall ensure that the following occur: CO no later than 20 business days before seeking Board approval for the sale and issuance of proposed Sales Tax Bonds,the County shall provide to the City for its review and comment copies of all proposed bond resolutions, bond indentures, draft official statements or other prospectuses, and other related bond documents, plus the proposed plan of finance and any pro forma financial projections; and (ii) the County shall not issue such Sales Tax Bonds for either major-road Projects or transit or freight-mitigation Projects in an aggregate principal amount greater than that which is necessary, based on the County's reasonable pro Jorma financial projections, to finance the cost of those Projects as set forth in the Project List and the Transit Systems Plan (if applicable), nor shall the County issue its Sales Tax Bonds for such Projects if the aggregate principal amount to be outstanding and all interest and redemption premium (if any) thereon is such that, based on the County's reasonable pro forma financial projections, the debt cannot he serviced from the amounts projected to be on deposit in the Major Roads and Transit Holding Account. However, the validity and enforceability of the County's Sales Tax Bonds, once issued, shall not be affected in any manner whatsoever by the County's failure or refusal to comply with the foregoing requirements and restrictions. (e) Additional Accounts Allowed. From time to time the County and the Comptroller may establish additional accounts and subaccounts within the Sales Tax Trust Fund, 16 as they may deem necessary or useful, and may transfer Sales Tax Funds from the Major Roads and Transit Holding Account from time to time to such additional accounts and subaccounts as necessary to comply with the terms of Accountability Agreements with Transportation Agencies and to finance or otherwise pay the cost of major-road. transit, and freight-mitigation Projects. 4.1.4 Surplus Sales Tax Trust Account. The County and the City expect and project the aggregate amounts of Sales Tax Revenues to be distributed each Fiscal Year to the Comptroller to be as follows: Fiscal Year Projected Sales Tax Revenues 2004 $ 89,301,000 2005 121,747,030 2006 126,319,241 2007 131,372,011 2008 136,626,891 2009 142,091,967 2010 147,775,646 2011 153,686,671 2012 159,834,138 2013 166,227,504 2014 172,876,604 2015 179,791,668 2016 1116,983,335 2017 194,462,668 2018 202,241,175 2019 210,330,822 2020 218,744,055 2021 227,493,817 2022 236,593,570 2023 246,057.312 2024 62,111.555 Promptly after receipt from the Florida Department of Revenue of the final Distribution of Sales Tax Revenues paid to and collected by the department during a Fiscal Year. the Comptroller shall determine on an accrual basis the difference between the projected and actual Sales Tax Revenues for the Fiscal Year. If the actual aggregate amount of all Distributions of Sales Tax Revenues paid and collected during the Fiscal Year exceeded the projected amount for the year as shown above, the Comptroller shall transfer an amount of Sales Tax Funds (other than Sales Tax Bond Proceeds and any investment earnings thereon) equal to the excess from the Major Roads and Transit Holding Account to the Surplus Sales Tax Trust Account, but only if and to the extent such funds are then on deposit in the account. If the actual aggregate amount was equal to or less than the projected amount. the Comptroller shall take no action. For purposes of the foregoing, if the Distributions received by the Comptroller do not identify (or if the Comptroller otherwise cannot determine)the time period during which the 17 Sales Tax Revenues in the Distribution were paid to and collected by the department, then the Comptroller shall deem the first Distribution received after November Is' each year to he the final Distribution of Sales Tax Revenues paid and collected during the previous Fiscal Year. From time to time the Sales Tax Funds on deposit in the Surplus Sales Tax Trust Account shall be disbursed by the Comptroller as follows: A. First, in every year in which there remain outstanding and unpaid any Sales Tax Bonds issued by the County, the Comptroller shall transfer Sales Tax Revenues and related interest earnings from the Surplus Sales Tax Trust Account to the several principal, interest, debt service reserve, and other accounts in the Sales Tax Trust Fund related to the County's Sales Tax Bonds such amounts as may be necessary to ensure the County's compliance with the bond resolution, trust indenture, and other instruments governing the County's Sales Tax Bonds and the repayment thereof. B. Next, if in any previous Fiscal Year,the sum of the deposits actually made under subsection 3.2.2 to the three road-projects trust accounts was less than the sum of the annual maximums for the three accounts (as set forth in Exhibit A), and if such shortfalls have not been remedied by previous transfers of Sales Tax Funds from the Surplus Sales 'Fax Trust Account, then to the extent monies are available in the account the Comptroller shall transfer Sales Tax Funds from the Surplus Sales Tax Trust Account to the three road-projects trust accounts in amounts equal to the sum of all unremedied shortfalls in deposits in those accounts during previous years. If the amount available for transfer is less than the sum of all unremedied shortfalls, the transferred sum shall be allocated among the three accounts pro rata based on the shortfall amounts. C. Next, if in any previous Fiscal Year, the sum of the deposits actually made under subsection 3.2.3 to the three pedestrian-safety trust accounts was less than the sum of the annual maximums for the three accounts (as set forth in subsection 3.2.3), and if such shortfalls have not been remedied by previous transfers of Sales Tax Funds from the Surplus Sales Tax Trust Account, then to the extent monies are available in the account the Comptroller shall transfer Sales Tax Funds from the Surplus Sales Tax Trust Account to the three pedestrian-safety trust accounts in amounts equal to the sum of all unremcdied shortfalls in deposits in those accounts during previous years. If the amount available for transfer is less than the sum of all unrcmcdicd shortfalls, the transferred sum shall be allocated among the three accounts pro rata based on the shortfall amounts. D. Next, if in any previous Fiscal Year, the sum of the deposits actually made under subsection 3.2.4 to the major Roads and Transit Holding Account is less than the projected deposit shown for that year in Exhibit B, and if such I8 shortfalls have not been remedied by previous transfers of Sales Tax Funds from the Surplus Sales Tax Trust Account, then to the extent monies are available in the account the Comptroller shall transfer Sales Tax Funds from the Surplus Sales Tax Trust Account to the Major Roads and Transit Holding Account in amounts equal to the sum of all unremedied shortfalls in deposits in that account during previous years. All Sales Tax Funds on deposit in the Surplus Sales Tax Trust Account as of January I, of 2009, 2014, 2019, and 2024, (as well as all Sales Tax Funds deposited in the account at any time after January 1, 2024) and not needed to remedy shortfalls in deposits, as contemplated in paragraphs B, C, and D, or to service the debt on Sales Tax Bonds issued by the County, as contemplated in paragraph A, shall be deemed surplus funds and shall be distributed promptly by the Comptroller among the County, the City, and the other Municipalities according to their population as reported by the most recent Census Redistricting Data Summary File, or the equivalent, promulgated by the U.S. Census Bureau, including any adjustments thereto (with the County's population being deemed to be that of its"unincorporated"areas). Thereafter, such distributed funds shall be used only to finance or otherwise pay the cost of such Projects as the County,the City, or the Municipalities may propose and the Oversight Board,the Governing Board, the Board, or City Council (as appropriate) may approve under section 6 of the Sales Tax Ordinance. 4.1.5 No Supplanting of Revenues; Use of Reimbursement Revenues. (a) Supplanting Prohibited. The County acknowledges and understands that the Sales Tax was submitted to the electors of Orange County on the premise, among others, that the Projects to be undertaken by the County with the funds in the several County Trust Accounts would be in addition to, not in substitution of, its other capital-improvement programs. Therefore, the County covenants that, throughout the period during which Sales Tax Funds are being used to pay the costs of the Projects identified or contemplated in the Project List, the County will not use Sales lax Funds to replace or supplant any user fees or to reduce ad valorem taxes existing prior to the levy of the Sales Tax. Nothing in the preceding paragraph prohibits the County from using inter-fund loans to accelerate one or more Projects and later using Sales Tax Funds to repay the loan. (b) Use of Reimbursement Revenues. With respect to any Project undertaken by the County and paid for, in whole or in part, with Sales Tax Funds, if the County is reimbursed by any public agency or any private party for any portion of the cost of the Project, all reimbursement revenue (up to an amount equal to the amount of Sales Tax Funds spent on the Project) must be treated by the County as Sales Tax Funds and will be subject to all requirements and restrictions of this Interlocal Agreement. If the County is reimbursed by FDOT or any other state or federal governmental agency for Sales Tax Funds expended for Projects involving the state or interstate highway systems,the reimbursement revenue received by the County (up to an amount equal to the amount of the Sales Tax Funds spent on the Project in question) will be deposited into the Major Roads and Transit Holding Account(regardless of whether the County. 19 the City, or a Municipality was the entity applying for the reimbursement) and will be used in accordance with the restrictions in this Interlocal Agreement applicable to that account. 4.1.6 Reporting Requirements. On or before the sixtieth calendar day after the end of each Calendar Quarter, the County in cooperation with the Comptroller's office shall submit to the Oversight Board a report setting forth the following: A. the beginning balances and ending balances in, and the amounts deposited by the Comptroller into, the several County Trust Accounts during the Calendar Quarter; B. a summary of the funds held in each trust account and the amounts of investment earnings received thereon during the Calendar Quarter; C. an itemization, broken down by Project, of all expenditures made with the funds in each of the County Trust Accounts during the Calendar Quarter; D. a description of the status of all the County's Projects identified in the Project List, including a narrative description of the work completed on each Project, a comparison between the work completed and the Project schedule, a description of any change orders then pending or executed, a budget summary comparing planned expenditures to actual expenditures, and, in the case of any completed Project, a copy of a certification from an architect or professional engineer licensed to practice in the State of Florida that the Project has been completed according to the plans and specifications; E. the existence of any surplus funds in any accounts or subaccounts of the Sales Tax Trust Fund; and F. such other information as required by the Sales Tax Ordinance, the Project List or this Interlocal Agreement, or as may be reasonably requested from time to time by the Oversight Board. Further, the County shall make available to the Oversight Board the staff the County has assigned to the several Projects, and the County's assigned staff shall attend meetings of the Oversight Board as the Oversight Board may request from time to time, respond to such questions as the Oversight Board may pose from time to time, and supply additional information as the Oversight Board may request from time to time. 4.1.7 Project Records. The County shall maintain its books, records, documents and other evidence of its use of Sales Tax Funds in a manner which complies with generally accepted governmental accounting principles, procedures and practices and which is sufficient to reflect properly and fully all costs and expenditures of any nature incurred in connection with the Projects or otherwise paid or to be paid in whole or in part from Sales"lax Funds, and such 20 books, records, documents and other evidence shall be retained for a period of at least ten years after the expiration of this Interlocal Agreement. 4.1.8 Audits. The County shall allow any audit or audits which the Oversight Board may initiate from time to time with respect to the funds deposited in the County Trust Accounts, the use and expenditure thereof, and the Projects funded therewith. Notwithstanding the foregoing, nothing in this subsection reduces or otherwise affects the Comptroller's authority to audit Sales Tax Funds or any other County funds at anytime. During each such audit, the Board shall ensure that its officials and employees cooperate fully and provide all accounting records, files, contracts, plans, invoices, canceled checks, bank statements and other documents, whether on paper or electronic media, which the auditors may request. Each audit initiated by the Oversight Board shall be performed by the Comptroller unless the Comptroller elects not to perform it, or the Comptroller approves having the audit performed by an independent auditing firm, or the Oversight Board approves by a two-thirds vote of its members having the audit performed by an independent auditing firm. All such audits, regardless of who performs them, shall he done according to generally accepted governmental auditing standards. To ensure the ability of the Comptroller and the Oversight Board to perform complete and accurate audits, the County must include, in all its Contracts for design and construction of Projects to be paid from Sales Tax Funds, audit provisions either substantially as contained in Exhibit C to this Interlocal Agreement or as the parties may later agree upon in writing. Finally, the County shall cause its independent auditor to attest in the County's financial audit each year whether the County has substantially complied with the requirements and restrictions of this Interlocal Agreement. 4.1.9 Sanctions. The Comptroller shall have the right, power and duty to withhold funds from any of the County Trust Accounts and to refrain from making any payment on behalf of the County if the payment would constitute an unauthorized expenditure under this section 4.1 or would in any way violate or fail to comply with Florida law governing the Sales Tax Funds, the Sales Tax Ordinance, the Project List or any part of this Interlocal Agreement. Furthermore, the County shall be subject to such sanctions as the Comptroller and the Oversight Board may impose jointly for: A. refusal or failure to comply with Florida law governing Sales Tax Funds, the Sales Tax Ordinance, the Project List or this Interlocal Agreement; or B. using funds in any County Trust Account to pay any expenditure neither authorized nor contemplated under the Sales Tax Ordinance, the Project List, and this Interlocal Agreement. 21 Such sanctions shall be equitable and shall be commensurate with the nature and severity of the County s offense. If warranted, the sanctions may include delay, reduction or termination of disbursements of funds to one or more of the County Trust Accounts, but only upon a vote of no fewer than two-thirds of the members of the Oversight Board followed by approval by the Comptroller, and only if such delay, reduction, or termination of disbursements would not result in material impairment of the contract rights of County creditors or other third parties. 4.2 City Trust Accounts. When the Comptroller disburses funds from the City Trust Accounts to the City from time to time as required by section 3.3 of this Interloeal Agreement, the City shall use the Sales Tax Funds only in accordance with the following requirements and restrictions: 4.2.1 Orlando Road Projects Trust Account. Immediately upon receipt of any Sales Tax Funds from the Orlando Road Projects Trust Account, the City shall deposit the funds received in a trust fund, separate from all other funds and accounts of the City, to he known as the"Sales 'fax Road Projects Trust Fund." All earnings from investment of monies in the trust fund shall likewise be deposited in the trust fund, and the City shall not deposit or commingle any other City revenues in the trust fund. The Sales Tax Funds deposited from time to time in the City's Sales Tax Road Projects Trust Fund shall be used by the City only to pay (i) the costs of only those road-construction Projects, road-widening Projects, and intersection-improvement Projects identified in the Project List to be undertaken by the City, and only in compliance with the requirements and restrictions set forth in the Sales 'Fax Ordinance, the Project List, and this Interloeal Agreement, and (ii) the principal of, interest on, and redemption premium, if any, for Contract Revenue Bonds issued by the City to pay the costs of such Projects. Upon payment (or upon otherwise providing for payment) in full of all costs of the road Projects identified in the Project List to be undertaken by the City, any funds remaining in the trust fund may be used likewise only to service debt and to pay the costs of other Projects, as the City shall propose and the Oversight Board or the City Council may then approve in accordance with Section 6 of the Sales Tax Ordinance and the provisions of the Project List. The Projects must be undertaken and completed by the City to the extent funding is available in the trust fund. However, it is the intent of the County and the City that the costs of the road Projects to be undertaken by the City are to be paid from Sales Tax Funds only so long as any third parties that will derive special benefit from a particular Project, such as businesses, land owners, and land developers, contribute their fair share to the capital cost of the Project, whether through monetary payments or in-kind contributions (such as design documents or right- of-way). Also, the City should use other appropriate sources of revenue such as impact fees and special assessments, to the extent they may be available, to pay a portion of the capital costs. za Therefore, with respect to each road Project, the City shall use Sales Tax Funds to pay only a portion of the actual capital cost, and the maximum eligible portion is equal to the total actual capital cost of the Project multiplied by the following fraction: • the numerator is the amount shown for the Project in the Project List in the column labeled `Estimated Portion To Be Funded From Sales Tax"; and • the denominator is the amount shown for the Project in the Project List in the column labeled "Estimated Total Project Cost". Furthermore, in addition to the requirements of subsection 4.2.6, the City shall keep its books and records of this trust fund and the expenditures therein in such a way as to be able to demonstrate full compliance with the foregoing requirement and limitation. For purposes of the preceding paragraph the actual capital cost of a Project includes the fair market value of in-kind contributions by such parties as businesses, landowners, and land developers, but only if the cost of the goods, services, or land contributed, if it had been incurred by the City, would have been treated under generally accepted accounting principles as a capital cost of the Project. Furthermore, the value of right-of-way the title to which was acquired by the City prior to January 1, 1998, shall not constitute part of the capital cost of a Project for purposes of the preceding paragraph. 4.2.2 Orlando Pedestrian Safety Projects Trust Fund. Immediately upon receipt of any Sales Tax Funds from the Orlando Pedestrian Safety Projects Trust Account,the City shall deposit the funds received in a trust fund, separate from all other funds and accounts of the City,to be known as the"Sales Tax Pedestrian Safety Projects Trust Fund." 'The funds deposited from time to time in the trust fund may be used by the City only to pay (i) the costs of only those sidewalk-construction Projects, pedestrian-overpass Projects, bike-trail Projects, traffic-signal Projects, and intersection- improvement Projects identified or contemplated in the Project List to be undertaken by the City, and only in compliance with the requirements and restrictions set forth in the Sales Tax Ordinance,the Project List, and this Interlocal Agreement, and (ii) the principal of and interest on Contract Revenue Bonds issued by the City to pay the costs of such Projects. The Projects must be undertaken and completed by the City to the extent funding is available in the trust fund, and the City shall report to the Oversight Board each year the Projects that it elects to undertake and complete, in whole or in part, with the Sales Tax Funds on deposit in the trust fund. Upon payment (or upon otherwise providing for payment) in full of all costs of the pedestrian-safety projects identified or contemplated in the Project List to be undertaken by the City, any funds remaining in the trust fund may be used likewise only to service debt or to pay the costs of other Projects, as the City may propose and the Oversight Board or the City Council 23 may then approve in accordance with Section 6 of the Sales Tax Ordinance and the provisions of the Project List. 4.2.3 Segregation of Trust Funds. The City shall establish and maintain the separate trust funds required under subsections 4.2.1 and 4.2.2 according to generally accepted governmental accounting principles. All interest and other earnings from investments of the monies in the trust funds shall be deposited in the same trust fund from which they arose, and the City otherwise may not commingle the monies in the trust funds with any other City funds or revenues. llowever, notwithstanding the restrictions in this subsection 4.2.3, cash and investments in the trust funds may be deposited in a single bank account, commingled for investment purposes, and/or pooled with other City monies in a common investment program or programs, provided that standard accounting records are maintained to reflect control or restricted allocation of the monies in the separate trust fund only for the various purposes set forth in this section 4.2. 4.2.4 No Supplanting of Revenues; Use of Reimbursement Revenues. (a) Supplanting Prohibited. The City acknowledges and understands that the Sales Tax was submitted to the electors of Orange County on the premise, among others, that the Projects to be undertaken by the City with Sales Tax Funds would be in addition to,not in substitution of, the City's other capital improvement programs. therefore, the City covenants that, throughout the period during which Sales Tax Funds are being used to pay the costs of the Projects identified or contemplated in the Project List, the City shall not use Sales Tax Funds to replace or supplant any user fees or to reduce ad valorem taxes existing prior to the levy of the surtax. Nothing in the preceding paragraph prohibits the City from using inter-fund loans to accelerate one or more Projects and later using Sales Tax Funds to repay the loan. (b) Use of Reimbursement Revenues. With respect to any Project undertaken by the City and paid for, in whole or in part, with Sales Tax Funds, if the City is reimbursed by any public agency or any private party for any portion of the cost of the Project, all reimbursement revenue(up to an amount equal to the amount of Sales Tax Funds spent on the Project) must be treated by the City as Sales Tax Funds and will be subject to all requirements and restrictions of this Interlocal Agreement. If the City is reimbursed by FDOT or any other state or federal governmental agency for Sales Tax Funds expended for Projects involving the state or interstate highway systems. the reimbursement revenue received by the City (up to an amount equal to the amount of the Sales Tax Funds spent on the Project in question) will be deposited into the Major Roads and Transit Holding Account (regardless of whether the County, the City, or a Municipality was the entity applying for the reimbursement) and will be used in accordance with the restrictions in this Interlocal Agreement applicable to that account. 4.2.5 Surpluses. Upon payment(or upon otherwise providing for payment) in full of all costs of the City's Projects identified in the Project list, any funds remaining in either or both of the City's trust funds shall be used likewise only to pay the costs of additional Projects 24 to be undertaken by the City, but only as the City may propose and the Oversight Board and the City Council may then approve in accordance with Section 6 of the Sales Tax Ordinance and the provisions of the Project List. Furthermore, surplus funds in the Sales Tax Road Projects Trust Fund can then be used for pedestrian-safety projects and vice versa. 4.2.6 City Issuance of Contract Revenue Bonds. (a) Limitations. Nothing in this Interlocal Agreement grants to the City the right to issue Sales Tax Bonds pledging for the repayment thereof all Sales Tax Revenues received by the Comptroller. Furthermore, the City may not issue any Contract Revenue Bonds at any time before the Board has approved and the County Chairman has executed and delivered an Accountability Agreement(or Agreements) under which FDOT becomes contractually entitled (subject to such conditions precedent as may be set forth in the Accountability Agreement or Agreements) to Sales Tax Funds to pay all or part of all the Projects in the Project List to be undertaken by FDOT. (b) Right to Issue. Subject to the limitations in paragraph (a), the City may issue its Contract Revenue Bonds from time to time so long as the proceeds thereof arc used to pay only the cost of the Projects that would have been paid for with the Contract Revenues that will service, in whole or in part, the Contract Revenue Bond debt. For such purposes, the City shall ensure that the proceeds of its Contract Revenue Bonds (as well as all investment earnings thereon) are deposited only accounts and in subaccounts of its Sales Tax Road Projects Trust Fund or its Sales Tax Pedestrian Safety Trust Fund, as appropriate. (c) Creditors' Rights. If and when the City issues its Contract Revenue Bonds, the County will take no action thereafter which would impair the contract rights of the holders or owners of the City's bonds. I Iowever, no such borrowing by the City shall act as an impediment to an early repeal by the County of the Sales Tax Ordinance or a reduction by the County in the rate of the Sales Tax unless the City's borrowing has a final maturity date on or before the later of(a) December 31, 2014, or(b) the first date the County could redeem all its outstanding Sales Tax Bonds, if any, or(c) the final maturity of any Contract Revenue Bonds issued by a Municipality or by a Transportation Agency that have been approved by the Board. (d) Compliance with Restrictions. Any Contract Revenue Bond indebtedness incurred by the City, as well as all proceeds derived from the issuance thereof and all investment earnings thereon, are subject to applicable requirements and restrictions of Florida law, the Sales Tax Ordinance, the Project List, and this Interlocal Agreement. 4.2.7 Reporting Requirements. On or before the sixtieth calendar day after the end of each Calendar Quarter, the City shall submit to the Oversight Board a report setting forth the following: A. the amounts disbursed during the Calendar Quarter by the Comptroller to the City from the City Trust Accounts and the beginning balances and the ending balances in the trust funds established by the City under subsections 4.2.1 and 4.2.2; 25 B. a summary of the funds held in each trust fund and the amounts of investment earnings received thereon during the Calendar Quarter; C. an itemization, broken down by Project, of all expenditures made with the funds in each trust fund during the Calendar Quarter; D. a description of the status of all the City's Projects identified or contemplated in the Project list, including a narrative description of the work completed on each Project, a comparison between the work completed and the project schedule, a description of any change orders then pending or executed, a budget summary comparing planned expenditures to actual expenditures, and, in the case of any completed Project, a copy of a certification from an architect or professional engineer licensed to practice in the State of Florida that the Project has been completed according to the plans and specifications; E. the existence of any surplus funds in either of the City's trust funds or any accounts or subaccounts therein; and F. such other information as required by the Sales Tax Ordinance, the Project List or this Interlocal Agreement, or as may be reasonably requested from time to time by the Oversight Board. 4.2.8 Project Records. The City shall maintain its hooks, records, documents and other evidence of its use of Sales Tax Funds in a manner which complies with generally accepted governmental accounting principles,procedures and practices and which is sufficient to reflect properly and fully all costs and expenditures of any nature incurred in connection with the Projects or otherwise paid or to be paid in whole or in part from Sales Tax Funds, and such books, records, documents and other evidence shall be retained for a period of at least ten years after the expiration of this Interlocal Agreement. 4.2.9 Audits. The City shall allow any audit or audits which the Oversight Board may initiate from time to time with respect to any Sales Tax Funds disbursed to the City, the use and expenditure thereof, and the Projects funded therewith. Also, the Comptroller likewise may initiate such audits with respect to such funds at any time. During each such audit, the City shall ensure that its officials and employees cooperate fully and provide promptly all accounting records, files, contracts, plans, invoices, canceled checks, bank statements and other documents, whether on paper or electronic media, which the auditors may request. Each audit initiated by the Oversight Board shall be performed by the Comptroller unless the Comptroller elects not to perform it, or the Comptroller approves having the audit performed by an independent auditing firm. or the Oversight Board approves by a two-thirds vote of its members having the audit performed by an independent auditing firm. 26 All such audits, regardless of who performs them, shall be done according to generally accepted governmental auditing standards. To ensure the ability of the Comptroller and the Oversight Board to perform complete and accurate audits, the City must include, in all its contracts for design and construction of Projects to be paid from Sales Tax Funds, audit provisions substantially as contained in Exhibit C to this Interlocal Agreement. Finally, the City shall cause its independent auditor to attest in the City's financial audit each year whether the City has substantially complied with the requirements and restrictions of this Interlocal Agreement. 4.2.10 Sanctions. The City shall be subject to such sanctions as the Oversight Board and the Comptroller may impose jointly for: A. refusal or failure to comply with Florida law governing Sales Tax proceeds, the Sales Tax Ordinance, Project List or this Interlocal Agreement; or B. using any Sales Tax Funds to pay any expenditure neither authorized nor contemplated under the Sales Tax Ordinance,the Project List, and this Interlocal Agreement. Such sanctions shall be equitable and shall be commensurate with the nature and severity of the City's offense. If warranted, the sanctions may include(i) delay, reduction or termination of disbursements of funds from the Orlando Trust Accounts to the City or (ii) judicial action to recover unauthorized expenditures of Sales Tax Funds, but in either case only upon a vote of no fewer than two-thirds of the members of the Oversight Board followed by approval by the Comptroller, and only if such delay, reduction, or termination of disbursements or such suit to recover unauthorized expenditures would not result in material impairment of the contract rights of City creditors or other third parties. 4.2.11 Audits of Disbursements of Sales Tax Funds. From time to time the City may audit at its expense the disbursements of Sales lax Funds made by the Comptroller pursuant to Article HI and other provisions of this Interlocal Agreement. During each such audit, the Comptroller shall ensure that her employees cooperate fully and provide all accounting records, files, contracts, plans,invoices, canceled checks, bank statements and other documents, whether on paper or electronic media, which the City's auditors may request. All such audits shall he done according to generally accepted governmental auditing standards. 4.3 Prohibition on Expenditures for Wages, Salaries and Overhead. In addition to the prohibition under Subsection 212.055(2) of Florida Statutes (2002) against using Sales Tax Revenues for operational expenses of any infrastructure, neither the County nor the City may use Sales Tax Funds to pay all or any part of the cost of any wages, 27 salaries or customary benefits for their respective employees assigned to Projects, except for the wages, salaries and benefits of employees who have been hired under a bona fide employment contract that is tied directly to a Project (or Projects) and that will terminate on or before the date the Project is completed. It is the express intent of the parties to this Interlocal Agreement that the wages, salary and customary benefits of a permanent County or City employee are not to be capitalized and paid from Sales Tax Funds merely because the employee is assigned to a Project. Additionally, neither the County nor the City may use Sales Tax Funds to pay any of their own indirect costs attributable to any Projects, as determined by generally accepted governmental accounting principles. However, this subsection does not, in and of itself, prohibit the County or the City from paying the indirect costs of a third-party contractor hired for the purpose of completing a Project. 4.4 Reallocations Occasioned by Sanctions or Legal Ineligibility. 4.4.1 County. If a reduction or termination of disbursements of funds is imposed against the County under subsection 4.1.9 (or if for whatever reason the County is otherwise determined by a court of competent jurisdiction to be legally ineligible to receive or use all or any portion of its disbursements under this Interlocal Agreement), 33%of the funds which would have been disbursed but for the reduction or termination shall be deposited in the Orlando/ Road Projects Trust Account, 33% shall be deposited in the Orlando Pedestrian Safety Projects Trust Account, 20.0% shall be deposited in the Other Municipalities Road Projects Trust Account, and the remaining 14% shall be deposited into the Other Municipalities Pedestrian Safety Projects Trust Account. 4.4.2 City and Municipalities. If a reduction or termination of disbursements of funds is imposed against the City under subsection 4.2.10 or against any Municipality under the terms of its Accountability Agreement (or if for whatever reason the City or Municipality is otherwise determined by a court of competent jurisdiction to be legally ineligible to receive all or any portion of its disbursement under this Interlocal Agreement or an Accountability Agreement), the funds which would have been disbursed to the City or the Municipality but for the reduction or termination shall be disbursed to the County Road Projects Trust Account. 4.5 Signage Requirements. The County and the City each shall erect signs at the site of each Project undertaken by them for construction of either road improvements or rail- transit improvements, the cost of which is paid, either directly or indirectly, in whole or in part, from Sales Tax Funds. The signs erected must be of size and quality substantially similar to the signage that the County and the City customarily erect at their respective public works projects. At a minimum, each sign must identify the Project under construction and indicate that it is being paid for by funds derived from the Sales Tax. Also, if on any of its signs the City includes the names of either its Mayor or its city commissioners, or both, it shall also include on each such sign, correspondingly, the names of the County Chairman or the county commissioners, or both. Each sign shall be erected simultaneously with the start of construction and shall remain at least until construction is substantially complete. 28 With regard to other types of Projects paid for, in whole or in part, from Sales Tax Funds, the County and the City each has the option to erect signs or not to erect signs. however, the above requirement for the City to include the names of corresponding Board members if the sign shows the names of any or all City Council members applies in each case where the City elects to erect a sign. 4.6 Pooled Environmental Mitigation Funds. As contemplated by the CTC Report, the County will attempt to "pool" the amounts of money that each jurisdiction must expend under state and federal environmental laws to satisfy mitigation requirements to offset any environmental impacts of their respective Projects. The County expects that by pooling the Sales Tax Funds to he expended to provide mitigation for all environmental impacts attributed to the Projects, it can enhance the amount of environmentally valuable lands in Orange County that are purchased and placed in public ownership and, when appropriate, restored or enhanced for the benefit and use of the residents of the City, the Municipalities, and the County. However, the County recognizes that this effort will succeed only if regulatory agencies, such as the water management districts, approve the eventual pooling of environmental mitigation funding. Therefore, the County declares that it will work diligently to obtain from the regulatory agencies the necessary approvals to identify and establish mitigation options that are necessary to undertake and implement the pooling of environmental mitigation funding so as to enhance the quantity and quality of future purchases of environmentally valuable lands in Orange County. The City declares that it will work cooperatively with the County to secure the approvals mentioned above and will participate in the mitigation options established by the County. Should any of the regulatory agencies not approve the pooling of environmental mitigation funding, then the City and County shall expend funds, without pooling, to offset environmental impacts on a Project-by-Project basis. Article V USE OF SALES TAX FUNDS - MUNICIPALITIES AND TRANSPORTATION AGENCIES 5.1. Municipalities. 5.1.1 Pedestrian Safety Project Funding—Eligibility Requirements. 'le he eligible for a share of the funds to be disbursed from the Other Municipalities Pedestrian Safety Projects Trust Account as set forth in subsection 3.2.3(b), a Municipality, in addition to complying with the terms of the Sales Tax Ordinance, Project List and applicable provisions of Florida law, must A. deliver or must have delivered to the County Chairman on or before September 5, 2003, a written resolution of the governing body of the Municipality approving the use of Sales Tax Funds to pay the costs of the 29 Projects on the Project List and requesting a share of Sales Tax Funds in order to pay the capital costs of the Projects to be undertaken by the Municipality; and B. execute an Accountability Agreement with the County in form and substance that complies with this Interlocal Agreement and is acceptable to the Board; and C. deliver to the County Chairman a list of specific Projects the capital cost of which the Municipality intends to pay, in whole or in part, from Sales Tax Funds to be disbursed from the trust account, plus a description of each Project, plus an accurate, reliable estimate of the cost of each Project, plus a description of any other funds which the Municipality expects to be available to pay the cost of the Project; and D. have received approval by the Oversight Board or the Governing Board of the Project or Projects as required by section 6 of the Sales Tax Ordinance and subsection 5.1.2 of this Interlocal Agreement or, alternatively, must have had such Projects identified with specificity in the Accountability Agreement executed by the Municipality and the County. 5.1.2 Approval of Pedestrian Safety Projects to Receive Sales Tax Funds. From time to time, as is necessary or useful to ensure that the monies in the Other Municipalities Pedestrian Safety Projects Trust Account are used in a timely manner for Projects to be undertaken by the Municipalities,the County Chairman shall convene the Oversight Board and request its review of Projects then proposed by the Municipalities (and not otherwise identified with specificity in and approved by the pertinent, executed Accountability Agreement). The Oversight Board shall consider the Projects then being proposed and shall render its decision with respect to which Projects are eligible to receive disbursements from the trust account and. for those Projects, how much Sales Tax Funds should be disbursed. The Oversight Board shall report its decisions to the County Chairman, and any appeals therefrom may be taken to the Governing Board as contemplated in section 6 of the Sales Tax Ordinance. Thereafter,the Comptroller shall disburse funds from the appropriate subaccount as set forth in the appropriate Accountability Agreements and in accordance with the decisions of the Oversight Board or the Governing Board, as applicable. So long as a Municipality either gets all its pedestrian-safety Projects indentified in its executed Accountability Agreement or applies for Oversight Board and/or Governing Board approval of its Projects (or any combination of the foregoing)on or before December 31, 2010, and so long as the pedestrian-safety facilities it proposes to construct with Sales Tax Funds received under an Accountability Agreement constitute "Projects" for purposes of this Interlocal Agreement, then the Municipality shall be entitled to disbursement of all the Sales Tax Funds on deposit in the respective subaccount provided for the Municipality in subsection 3.2.3. Furthermore, the aggregate amount to which each such Municipality shall be entitled during the term of this Interlocal Agreement shall be no less than $250,000, and the Comptroller is 30 authorized and directed to transfer Sales Tax Funds from the County Pedestrian Safety Projects Trust Account to the Municipality's subaccount as necessary to meet this minimum amount. Any Sales Tax Funds remaining undisbursed and otherwise unencumbered in any subaccount of the Other Municipalities Pedestrian Safety Projects Trust Account as of January I, 2012, will be deemed surplus funds and will be available for disbursement to any Municipality for any pedestrian-safety project. In the event such surplus funds occur, the Oversight Board and the Governing Board shall use the following criteria in deciding which Projects proposed by Municipalities are then to receive disbursements from the Other Municipalities Pedestrian Safety Projects Trust Account: A. whether the proposed Project will properly involve construction of pedestrian overpasses, sidewalks, bike paths, bike trails, traffic-signal systems, or intersection improvements; B. whether the Sales Tax Funds in the trust account are sufficient to fund all or part of the Project after taking into consideration other Projects that have previously been approved for disbursement and other Projects then under consideration for disbursements which may be of higher priority; C. whether the Project will adequately and properly serve the transportation needs of the public; D. whether the Project will provide sufficient benefit to the public when compared to the Project cost; E. whether the Municipality and its elected officials and staff are capable of undertaking the Project in a prudent, competent, and reliable manner; and F. whether the Project is otherwise meritorious under such other criteria as the Oversight Board and the Board may in prudence and reasonableness deem valid to the decision under the circumstances then existing. If funds remain undisbursed and otherwise unencumbered in the Other Municipalities Pedestrian Safety Projects Trust Account as ofJanuary 1, 2015, two-thirds(2/3) of the remaining funds shall be transferred to the County Pedestrian Safety Projects Trust Account and one-third (1/3) shall be transferred to the City for deposit into the City's Sales 'Fax Pedestrian Safety Projects Trust Fund, the fund required under subsection 4.2.2. 5.1.3 Other Municipalities Road Projects Trust Account. The Comptroller shall disburse Sales Tax Funds on deposit in the several subaccounts of the Other Municipalities Road Projects Trust Account according to the provisions of the applicable Accountability Agreements with the respective Municipalities. No Sales Tax Funds may be disbursed from any subaccount unless the County (i) has received accurate and reliable estimates of the cost of each road Project to he funded from each subaccount and (ii) has entered into an Accountability Agreement with the respective Municipality. If for any reason there remain any Sales Tax Funds in the Other Municipalities Road Projects Trust Account after payment(or after otherwise providing for payment) in full of all costs of the several Projects identified in the Project List to be undertaken by the Municipalities, such surplus funds may be used likewise only to pay the costs of other road Projects, as the several Municipalities may propose and the Oversight Board or the Governing Board may then approve in accordance with section 6 of the Sales Tax Ordinance. If after approval and funding of all such additional Projects there remains additional surplus funds in any of the several subaccounts of the trust account, the Comptroller shall transfer two-thirds (2/3) of such surplus funds to the County Road Projects Trust Account, and the remaining one-third (1/3) of the surplus funds to the Orlando Road Projects Trust Account. 5.1.4 Accountability Agreements. In addition to any other requirement and restriction which, under this Interlocal Agreement, must be incorporated into each Accountability Agreement with each Municipality, the County shall ensure that each Accountability Agreement with each Municipality contains requirements and restrictions substantially similar to those imposed on the City in subsections 4.2.3 through 4.2.10, inclusive, and sections 4.3 through 4.6, inclusive, of this Interlocal Agreement. Each Accountability Agreement shall contain, as well, such provisions as the Board deems prudent and consistent with good business practice, sound public policy, and the public interest. 5.2 Transportation Agencies. The County shall endeavor to draft, negotiate, and enter into appropriate Accountability Agreements with FOOT and, perhaps, other appropriate Transportation Agencies, as appropriate and desirable, under which each Transportation Agency shall undertake Projects on the Project List as set forth in the respective Accountability Agreement. Each such Accountability Agreement shall impose on the respective Transportation Agency restrictions and requirements similar to those imposed on the City in subsections 4.2.3 through 4.2.10, inclusive, and sections 4.3 through 4.6 of this Interlocal Agreement, inclusive (if and to the extent negotiated and agreed to by the parties to the Accountability Agreement), plus such other provisions as the Board deems prudent and consistent with good business practice, sound public policy, and the public interest. However, no fewer than 15 business days before the County executes each such Accountability Agreement, it shall deliver a draft of the proposed agreement to the City for the City s review and comment. Nothing in this Interlocal Agreement creates any right or entitlement whatsoever on the part of any 'fransportation Agency to any Sales Tax Funds. No Transportation Agency shall have any third-party right of enforcement of any provision of this Interlocal Agreement or of the Sales Tax Ordinance or the Project List. If for whatever reason the County fails or refuses to enter into an Accountability Agreement with one or more Transportation Agencies as contemplated by this Interlocal Agreement, the Project List, and the CTC Report, and if such failure or refusal to execute an Accountability Agreement results in a substantial amount of unencumbered Sales Tax Funds that otherwise would have been disbursed to the Transportation Agency under an Accountability Agreement, had one been executed, then the County may either: A. exercise its option under section 7.3; or 32 B. allow the levy of the tax to continue and to use the Sales Tax Funds that otherwise would be undisbursed and remain in the Major Roads and Transit Holding Account only for other Projects on the Project List as the County and the City may later agree. Article VI OVERSIGHT ACCOUNTABILITY REQUIREMENTS 6.1 Accountability Reports. It is the express intent of the County and City that the accountability provisions in this Interlocal Agreement and the Accountability Agreements shall be carried out vigorously so as to assure the citizens of Orange County of strict compliance by all with the requirements and restrictions imposed in connection with the levy of the Sales Tax and the use of the Sales Tax Funds. Therefore, the County shall cause the Oversight Board to issue reports to the citizens no less frequently than once per year, setting forth the status of the various Projects in the Project List, providing information as may be necessary or useful regarding the use of Sales Tax Funds, and identifying any failures by the County, the City, any Municipality, or any Transportation Agency to comply with the requirements and restrictions imposed by Florida law, the Sales Tax Ordinance, the Project List, this Interlocal Agreement and the several Accountability Agreements. The reports may contain such additional information as the Oversight Board may decide and shall be suitably published and disseminated for broad public availability. Finally, the County shall cause the Oversight Board to hold at least one public hearing no sooner than 30 days and no later than 90 days after publication and dissemination of each report. 6.2 Liaison Required. For the convenience and effectiveness of the Oversight Board, the County and the City shall each designate by title an official or employee to serve as liaison to the Oversight Board, and such official or employee or his or her successor shall remain the liaison throughout the term of this Interlocal Agreement as a point of contact on which the Oversight Board may depend, unless a substitute official or employee is designated by title as the liaison by either the County or the City. 33 Article VII TERM AND TERMINATION. 7.1 Effective Date. This Interlocal Agreement shall take effect as of its date set forth above. 7.2 Termination Upon Voter Disapproval. If the levy of the Sales Tax is not approved by a majority of the electors of the County voting in the referendum required by Section 7 of the Sales Tax Ordinance, this Interlocal Agreement shall terminate in its entirety on January I,2004, without further action by the parties hereto. 7.3 Termination Otherwise. In all events, this Interlocal Agreement shall remain in effect only through December 31, 2023, and shall terminate and he void thereafter, except to the extent set forth in section 7.4. However, notwithstanding the foregoing, if at any time during the term of this Interlocal Agreement the Board elects either to reduce the rate of the Sales Tax to zero or to repeal the Sales Tax Ordinance in the manner allowed under section 8 of the Sales Tax Ordinance, the Board may declare this Interlocal Agreement terminated, but only if the Board first receives, from independent legal counsel expert in matters of state and local taxation and finance, an unqualified opinion to the following effect: (i) the principal of and interest and redemption premium (if any) on all Sales Tax Bonds and Contract Revenue Bonds has either been paid in full or provision for full payment thereof has legally been made, and the rights of all owners of those bonds will not be impaired in any manner whatsoever by the contemplated actions of the Board; and (ii) the contemplated actions by the Board will not impair the rights of any other creditors of the County,the City, any Municipality, or any Transportation Agency; and (iii) the contemplated actions by the Board will not result in the City or any Municipality getting less than the full amount of funding contemplated under subsections 3.2.2 and 3.2.3; and (iv) the contemplated actions by the Board will not materially impair any contract rights of the City or of any Municipality or of any Transportation Agency with which the County has entered into an Accountability Agreement. 7.4 Survival of Restrictions on Use of Tax Proceeds. Notwithstanding any provisions of this Interlocal Agreement relating to its termination, the restrictions imposed by the Sales Tax Ordinance, the Project List, this Interlocal Agreement, and the several Accountability Agreements on the distribution and use of Sales Tax Funds shall survive expiration and repeal of the Sales Tax Ordinance, the Project List, and this Interlocal Agreement and shall remain fully 34 enforceable by the Comptroller and the Oversight Board, including enforcement through action brought in a court of competent jurisdiction. Article VIII AMENDMENTS; ENFORCEMENT 8.1 Amendments Generally. In addition to the other requirements imposed by this article,this Interlocal Agreement may be amended, and its material provisions may be waived, only by written instrument expressly approved for the County by the Board and for the City by the City's council, and only if properly executed by all the parties hereto. 8.2 Amendments Requiring Consent of Municipalities. The following types of amendments to this Interlocal Agreement may not take effect without the written consent of the governing bodies of all Municipalities: A. Any change in subsections 3.2.2 and 3.2.3 with respect to the percentages of deposits to the Other Municipalities Road Projects Trust Account and the Other Municipalities Pedestrian Safety Projects Trust Account. B. Any amendment to section 5.1 adding eligibility criteria or otherwise adversely affecting the interests of any Municipalities; and C. Any amendment to this section 8.2. 8.3 Enforcement. The County and the City shall have all legal and equitable remedies provided by Florida law for enforcement hereof In addition, the Municipalities are declared to be intended beneficiaries by those provisions of this Interlocal Agreement that expressly and directly affect them and, therefore, have all rights of enforcement hereof as provided by Florida law for third-party beneficiaries. Finally, the Comptroller and the Oversight Board shall have such right of enforcement of this Interlocal Agreement as is necessary to ensure their ability to fulfill the respective responsibilities that this Interlocal Agreement contemplates will be undertaken by them, and to that extent the Comptroller and the Oversight Board likewise are third-party beneficiaries. 8.4 Covenant Not to Amend. The County hereby covenants not to enact any amendments to its Ordinance No. 2003 - or any codified provisions thereof, the effect of which would be to alter the composition of the Governing Board or the Transit Board, or both, without the consent of the City Council. To enforce this covenant, the City shall have the right to an injunction without the necessity of showing irreparable harm. Article IX 35 MISCELLANEOUS PROVISIONS 9.1 Validity. After consultation with their respective legal counsel, the County and the City each represents and warrants to the other its respective authority and power under Florida law to enter into this Interlocal Agreement, acknowledges the validity and enforceability of this Interlocal Agreement, and waives any future right of defense based on claim of illegality, invalidity or unenforceability of any nature. The City and the County each hereby represents, warrants and covenants to and with the other (i) that this Interlocal Agreement has been validly approved by its respective governing body at a duly held public meeting, and (ii) that this Interlocal Agreement constitutes a legal, valid and binding contract enforceable against the respective party in accordance with the terms hereof(assuming the due authorization, execution and delivery hereof by the other party). 9.2 Ambiguities. Both parties have been allowed equal input regarding the terms and wording of this Interlocal Agreement and have had the benefit of consultation with legal counsel prior to its execution, such that all language herein shall be construed equally against the parties, and no language shall be construed strictly against its drafter. 9.3 Headings. The headings or captions of sections or paragraphs used in this Interlocal Agreement are for convenience of reference only and are not intended to define or limit their contents, nor are they to affect the construction of or to be taken into consideration in interpreting this Interlocal Agreement. 9.4 Severability. The provisions of this Interlocal Agreement are declared by the parties to be severable. 9.5 Governing Law; Venue. This Interlocal Agreement shall be governed by and construed in accordance with laws of the State of Florida, and venue for any action arising out of or related to this Interlocal Agreement shall be in the Circuit Court for the Ninth Judicial Circuit in Orange County, Florida. 9.6 Full Agreement; Filing with Comptroller. This Interlocal Agreement contains the entire agreement of the parties with respect to the distribution, disbursement, and use of Sales Tax Funds. Previous agreements and understandings of the parties with respect to such matters are null and void and of no effect. As required by subsection 163.01(11), Florida Statutes (2002), this Interlocal Agreement and all amendments thereto shall be filed with both the Clerk to the Circuit Court for Orange County and the Comptroller, as clerk to the Board. 9.7 Notices. All notices, elections, requests and other communications hereunder must be in writing and will be deemed given only when delivered to the other party in the following manner: 1. when personally delivered; or 36 2. five business days after being deposited in the United States Mail, postage prepaid, certified or registered; or 3. the next business day after being deposited with a recognized overnight mail-or courier-delivery service; or 4. when transmitted by facsimile or telecopy transmission, with receipt acknowledged upon transmission; and only if addressed as follows (or if addressed to such other person or to such other address as the receiving party may have specified by written notice as provided herein): If to County: Orange County Administrator Orange County Administration Center 201 South Rosalind Avenue, Fifth Floor Orlando, Florida 32801-4328 Facsimile: (407)836-7399 With copies to: Orange County Comptroller Orange County Administration Center 201 South Rosalind Avenue, Fourth Floor Orlando, Florida 32802-0038 Facsimile: (407)836-5599 and Orange County Attorney Orange County Administration Center 201 South Rosalind Avenue, Third Floor Orlando, Florida 32801-4328 Facsimile: (407)836-5888 If to City: Chief Administrative Officer Orlando City Hall 400 South Orange Avenue Orlando, Florida 32801 Facsimile: (407)246-3342 With copies to: City Attorney Orlando City Hall 400 South Orange Avenue Orlando, Florida 32801 Facsimile: (407)246-2854 In all cases, notices shall be deemed delivered to a party only upon delivery of copies to the persons indicated above in the same manner as for the party being notified. 37 WHEREFORE, the County and the City have executed this Interlocai Agreement as of the date and year first above written. ORANGE COUNTY, FLORIDA By: Board of County Commissioners BY: County Chairman ATTEST: Martha O. Haynie, County Comptroller As Clerk to the Board of County Commissioners BY: Deputy Clerk CITY OF ORLANDO, FLORIDA By: City Council BY: Mayor AIIEST: City Clerk Approved as to form and legality for the use and reliance of the City only: * * * * * * * * * * * * * * * * * * * * * Consent of County Comptroller The Orange County Comptroller consents to and accepts the foregoing provisions which pertain to the Comptroller and her office. Martha O. Haynie 38 Orange County Comptroller 39 EXHIBIT A to Interlocal Agreement regarding Transportation Sales Tax Amounts to be deposited in the Several Road-Projects Trust Accounts in the Transportation Sales Tax Trust Fund 11-2001 F1-2005 11-2006 FY-2000 F1-2008 %of Annual %of Annual Max. %of Annual %of Annual %of Annual ACCOUNT Distribution Max. Distribution Distribution Max. Distribution Max. Distribution Max. less 3.2.1 less 3.2.1 less 3.2.1 less 3.2.1 I less 3.2.1 deposits deposits deposits deposits deposits Orlando Road 638% S 5,692.956 6.44% $ 7.841,098 641% $ 8,099854 6.37% $ R.367.149 6.33% S 8,643,265 Projects Trust Account Other 6.07% 5,422.142 6.13% 7,468.097 6.11% 7714.544 6.09% 7.969.124 6.03% 8232_105 Municipalities Road Projects Trust Account _ County Road 1705% 15.226,402 1723% 20_971_831 17 15% 21,663,901 1703% 22.378.810 16.92% 23.117311 Projects Trust Account 11-2009 FY-2010 F1-2011 11-2012 FT-21113 11-2014 %of Annual %of Annual %of Annual Max. %of Annual %of Annual %of Annual ACCOUNT Distribution Max. Distribution Max. Distribution Distribution Max. Distribution Max. Distribution Max. less 3,2.1 less 3.2,1 less 3.2.1 less 3.2.1 less 3.2.1 less 3.2.1 deposits deposits deposits deposits deposits deposits Orlando Road 628% S8,928,493 624% $9.223.133 , 6.20% _ 7. 97 6.16% $ 9.841.904 6.12% $ 10,166,687 1.52% $ 2.625,547 Projects Trust Account Other 5.98% 8.503.765 594% 8.784389 5.90% 9.074,274 5 86% 9.33.725 5.83% 9.683.058 1.45% 2.500,650 Municipalities Road Projects Trust account _ - County Road 16.81% 23.880.182 1669% 24.668228 16.58% 25482280 16.47% 26,323.195 16.36% 27.191.860 4.06% 7.022,298 Projects Trust Account 1 EXHIBIT B to Interlocal Agreement on Transportation Sales Tax Projected Annual Deposits in the Major Roads and Transit holding Account Fiscal Year Projected Deposit 2004 $ 46,835,016 2005 63,257,214 2006 65,899,261 2007 68,958,172 2008 72,153,396 2009 75,490,846 2010 78,976,687 2011 82,617,348 2012 96,778,772 2013 104,658,344 2014 156.976.368 2015 179,791,668 2016 186,983,335 2017 194,462,668 2018 202,241,175 2019 210,330,822 2020 218,744,055 2021 227,493,817 2022 236,593,570 2023 246,057.312 2024 62,111,555 EXHIBIT C to Orange County/Orlando Interlocal Agreement Regarding Transportation Sales Tax Required Audit-Provisions in City and County Contracts The County and the City each must include, in all their respective consultant, design, construction, and supply contracts for Projects to be paid from Sales Tax Funds, audit provisions substantially as follows: The contractor must keep adequate records and support documents applicable to this contract. Such records and documentation will be retained by the contractor for a minimum of five years from the date of final payment on this contract. The county/city and its authorized agents shall have the right to audit,inspect and copy records and documentation as often as the county deems necessary throughout the term of this contract and for a period of five years after final payment. Such activity shall be conducted during normal business working hours. 2. The county/city, during the period of time defined by the preceding paragraph, shall have the right to obtain a copy of and otherwise inspect any audit made at the direction of the contractor as concerns the aforesaid records and documentation. 3. The contractor's"records and supporting documents" as referred to in this contract shall include any and all information,materials and data of every kind and character, including without limitation, records, books, papers, documents, subscriptions, recordings, agreements, purchase orders, invoices, leases, contracts, commitments, arrangements, notes, daily diaries, superintendent reports, drawings, receipts, vouchers and memoranda, and any and all other agreements, sources of information and matters that may, in the judgment of the county/city, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any contract. Such records and documents shall include(hard copy, as well as computer readable data), written policies and procedures; time sheets; payroll registers; cancelled checks; subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, etc.); original estimates; estimating worksheets; correspondence; change order files (including pricing data used to price change proposals and documentation covering negotiated settlements); back-charge logs and supporting documentation; general ledger entries detailing cash and trade discounts earned, insurance rebates and dividends; and any other contractor records which may have a bearing on matters of interest to the county/city in connection with the contractor's dealings with the county/city (all foregoing hereinafter referred to as "records and supporting documents")to the extent necessary to adequately permit evaluation and verification of: a) contractor compliance with contract requirements, or b) compliance with provisions for pricing change orders, or c) compliance with provisions for pricing invoices, or d) compliance with provisions regarding pricing of claims submitted by the contractor or his payees, e) compliance with the county's/city's business ethics, or 1) compliance with applicable state statutes and county/city Ordinances and regulations. 4. Records and documents subject to audit shall also include those records and documents necessary to evaluate and verify direct and indirect costs, (including overhead allocations) as they may apply to costs associated with this contract. In those situations where the contractor's records have been generated from computerized data(whether mainframe, mini-computer, or PC based computer system), the contractor agrees to provide the county's/city's representatives with extracts of data files in computer readable format on data disks or suitable alternative computer exchange formats. 5. The contractor shall require all payees (examples of payees include subcontractors, insurance agents, material suppliers, etc.)to comply with the provisions of this article by including the requirements hereof in a written contract agreement between contractor and payee. Such requirements include a flow- down right of audit provisions in contracts with payees, which will also apply to subcontractors and sub-subcontractors, material suppliers, etc. The contractor will cooperate fully and will cause all related parties*** and all of the contractors subcontractors (including those entering into lump sum subcontracts and lump sum major material purchase orders) to cooperate fully in furnishing or in making available to the county/city from time to time whenever requested in an expeditious manner any and all such records, documents, information, materials and data. 6. The county's/city's authorized representatives or designees shall have reasonable access to the contractor's facilities, shall be allowed to interview all current or former employees to discuss matters pertinent to the performance of this contract and shall have adequate and appropriate work space, in order to conduct audits in compliance with this article. 7. Even after a change order proposal has been approved, the contractor agrees that if the county later determines the cost and pricing data submitted was inaccurate, incomplete, not current or not in compliance with the terms of the contract regarding pricing of change orders, then an appropriate contract price reduction will be made. Such post-approval contract price adjustment will apply to all levels of contractors and/or subcontractors and to all types of change order proposals specifically including lump sum change orders, unit price change orders, and cost-plus change orders.* 2 8. If an audit inspection or examination by the county/city, or its designee, in accordance with this article discloses overpricing or overcharges (of any nature) by the contractor to the county/city in excess of one-half of one percent(.5%**) of the total contract billings, the reasonable actual cost of the county's/city's audit shall be reimbursed to the county/city by the contractor. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the contractor's invoices and/or records and supporting documents shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of the county's/city's findings to the contractor. *May be included here if not included in the change order clause. "May be set at 1"% for small contracts. ***"Related Parties" should he defined in the contract. Exhibit D To Orange County / Orlando Interlocal Agreement Regarding Transportation Sales Tax I insert copy of"Project List" (i.e., the project resolution and its exhibit)] 4 #136893 v20