Agenda - 05-16-2017 - 8-a - Minutes

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16 1 Tammy Bouchelle said there is a provision for mutual termination should all the federal 2 funding be lost. 3 Chair Dorosin said the scenario that is more concerning, in paragraph #14, is what if the 4 revenues do not come in. He said John Roberts has given the Board two options, and he 5 asked what would happen if two parties required to agree, instead of four. He said he does not 6 want to submit an agreement that will fail, but what if#14 comes to pass and Orange County 7 gets less revenue than projected, and Orange County wants to scale back and the others do 8 not. 9 Jill Jaworski, PFM Financial Advisor, said if one or two parties are able to withdraw, then 10 that introduces a significant risk to the commitment, and the FTA will not look favorably on this. 11 She said some nuance could be added, such as the ability to pull out before the federal grant is 12 awarded. She said there are many other entities who want this money, and if the FTA is unsure 13 of Orange County's commitment then it may award monies elsewhere. 14 Katharine Eggleston said if a trigger occurs, an implementable solution would be 15 needed. She said there would need to be a way to reduce the cost of the project, or secure 16 additional revenue. She said there is FTA oversight of the project, and the FTA must deem any 17 and all solutions viable. 18 Commissioner Jacobs said where in the Cost Share Agreement are the material 19 changes referenced. 20 Travis Myren said it is at the bottom of#14, small letter (i). 21 Commissioner Jacobs asked if this is a structured mechanism to review where the 22 parties find themselves and to come to an agreement. He said he does not want to be in a 23 situation that the other 3 entities want to add 5% more, and Orange County deems it too 24 expensive, but loses by majority vote. He said he wants to protect Orange County, and this 25 was the primary basis for him in all of these negotiations. He said he would like the attorneys to 26 bring something back on the 27th, and if not, he will vote no as he is worried about Orange 27 County's general fund. He said if all are committed to the project, then all will act in good faith 28 to make this work; but sometimes people punish a dog who misbehaves by killing a chicken 29 and tying it the dog's neck. He does not want a dead chicken tied to Orange County's neck. 30 He said he trusts the attorneys to have conversations, and bring a solution to the Board. He 31 said Orange County has to be able to make its own decisions. 32 Commissioner Rich asked if there are provisions to prevent the 5% increase scenario 33 that Commissioner Jacobs referenced. 34 Travis Myren said in provision #15 there is a prohibition requiring the dedication of other 35 revenues, and he said there are other responses, in addition to just contributing money, on 36 which the parties may not agree. 37 Commissioner Rich said she is not fond of a unilateral withdrawal, as it gives future 38 BOCCs the option to pull out simply because it does not like the project. 39 Commissioner Jacobs said #14 describes the process of material changes that must be 40 completed prior to withdrawal, and if they are not completed it would be a violation of the 41 agreement. He said he is unsure if there is a penalty for being in violation of the agreement. 42 Commissioner Rich said she has concerns about this for just those reasons, and she 43 feels more comfortable with mediation than unilateral withdrawal. 44 Commissioner Jacobs said unilateral withdrawal has a connotation that you are not a 45 team player 46 Chair Dorosin referred to provision #15 and Commissioner Jacobs' hypothetical 5% 47 scenario, and asked what would happen if the triggering event is a lack of local transit 48 revenues. He said it seems that the County would have to reach into its general funds to make 49 up the difference.