COUNT II - ACTION FOR DECLARATORY JUDGMENT 1. Paragraphs 1 through 57 of Count I are incorporated herein by reference thereto as though herein set forth at length. 2. The Defendants are considering entering into other agreements for financial support extending beyond the 10 year deadline and may be doing so without holding hearings on the required support and cooperation agreements. 3. The Defendants are entertaining further assignments of RAD's right to the sales tax revenues. 4. RAD may be in the future once again considering the delegation of its oversight responsibilities to a third party. 5. RAD may be considering entering into cooperation and support agreements without other third parties as strawmen and not as the actual owners and/or the actual operators of the regional assets involved. 6. The Defendants may in the future propose to distribute public tax moneys to and for the use of the ultimate end user or beneficiary of such funds without requiring any reporting or accountability by said recipients. -22- 7. The Defendants need direction and guidance from this Court as to whether or not they can make commitments for financial support extending beyond the first 10 years of RAD's existence and whether or not they may do so without holding hearings on the required support and cooperation agreements. 8. The Defendants need direction and guidance from this Court as to whether or not they have the right to assign to other parties the right of RAD to receive the sales tax revenues from the State Treasurer. 9. The Defendants need direction and guidance from this Court as to whether or not they have the authority and power to delegate RAD's oversight responsibilities to a third party. 10. The Defendants need direction and guidance from this Court as to whether or not they can enter into cooperation and support agreements with strawmen or whether RADs statutory obligation is to enter into cooperation and support agreements with the actual owners and/or the actual operators of the regional assets involved. 11. The Defendants need direction and guidance from this Court as to whether or not they may distribute public tax moneys for the use of the ultimate end user or beneficiary of such funds without requiring any reporting or accountability by said recipients. -23- 12. The Defendants need direction and guidance from this Court as to whether a member of the RAD board1 Fred Baker, could be removed from the board by pressure and intimidation rather than by a majority vote of the County Commissioners on such matter as an official agenda item similar to the method by which he had been appointed and whether or not such pressure and intimidation violates the intent of the General Assembly that the members of the BAD board would freely and independently make their decisions in accordance with the governing statute; and in conjunction therewith whether the appointment of David W. Christopher as the replacement for Fred Baker was a nullity, requiring the reinstatement of Fred Baker as a member of the RAD board. 13. The Defendants need direction and guidance from this Court as to whether a member of the RAD board, Gerald J. Voros, voted on the Resolution illegally by concurrently serving as a member of the BAD board while at the same time serving as a public official and/or public employee as Chairman of the Parking Authority of the City of Pittsburgh; and in conjunction therewith whether his seat is now vacant due to this statutory prohibited conflict or whether he is now subject to removal by Court action.
(1) enter judgment declaring that the Defendants may not -24-
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COUNT III - IN MANDAMUS 1. paragraphs 1 through 57 of Count I and Paragraphs 1 through 13 of Count II are incorporated herein by reference thereto as though herein set forth at length. 2. RAD, as a creature of statute, has only the authority to act as is given to it by the Statute which created it and governs it. RAD and the other Defendants have to comply with that Statute and must carryout the duties imposed upon it and them by said Statute. 3. In accordance with the governing Statute, the Defendants cannot assign the right to receive the sales tax revenues from the State Treasurer to PAA or to anyone else. 4. In accordance with the governing Statute, the Defendants cannot delegate their oversight responsibilities for regional projects to PAA or to anyone else. 5. In accordance with the governing Statute, the Defendants must conclude cooperation and support agreements with the actual owners and/or actual operators of the regional assets, not with a strawman entity. 6. In accordance with said governing Statute, the Defendants -27- should not be taking any action creating or bringing about and thereafter maintaining and supporting a new bureaucracy as it is doing with the PAA. 7. In accordance with said governing Statute, the Defendants cannot make a commitment for financial support for more than the first 10 years of RAD's existence to a regional asset. 8. In accordance with said governing Statute, the Defendants cannot enter into agreements for financial support or cooperation and support agreements with the actual owners and/or operators of regional assets, the Pittsburgh Pirates and the Pittsburgh Steelers, without full and complete financial disclosure being made to all members of the RAD board. 9. In accordance with said governing Statute, the Defendants cannot enter into any cooperation and support agreements with the actual owners and/or operators of regional assets such as the stadiums, without first holding public hearings and meetings on said proposed agreements. 10. In accordance with said governing Statute, no cooperation and support agreements may be entered into without requirements for reporting or accountability by the actual owners and/or operators of such regional assets. 11. In accordance with said governing Statute, Fred Baker, -28- having been appointed to the governing board of BAD by the governing body of the county with a term of office expiring on January 1, 2000, could only be removed from the governing board lawfully by an official majority vote of the county commissioners acting upon the matter as an official agenda item. County Commissioner Cranmer lacked the legal authority to bring about the involuntary resignation of Fred Baker from the board. Such action nullifies the intent of the General Assembly that the members of the BAD board would freely and independently make their statutory based decisions. 12. Defendant, Gerald J. Voros, concurrently with his service as a member of the governing board of BAD has been and continues to serve as the Chairman of the Parking Authority of the City of Pittsburgh and is therefore both a public official and a public employee and is expressly prohibited by the governing statute of BAD from serving on the Board. His appointment and concurrent service violates public policy as pronounced in the governing statute, violates the statute by its very terms, has been and remains a nullity and his appointment is either null and void from the very beginning or became null and void upon his assuming the position of Chairman of the Parking Authority of the City of Pittsburgh. Alternatively, his position on the Board of RAD is voidable. In either case, BAD and the valid members of its governing Board are obligated to see to it that said Defendant does not participate as a board member in the future and must now review the actions that it has taken where -29- the invalid vote of Gerald J. Voros has been the sixth and decisive vote, requiring a reconsideration of all matters having been so decided by such a vote.
(1) enter judgment against Defendants directing them to rescind their assignment of the sales tax revenues from the State Treasurer to PAA; (2) order the Defendants to rescind their delegation of their oversight responsibilities for the aforesaid regional assets to PAA; (3) order the Defendants to rescind the cooperation and support agreements with the strawman entity, the PAA; (4) order the Defendants to cease any actions contributing to the creation, bringing about and/or maintenance of the PAA; (5) order the Defendants to rescind the 32 year commitment of financial support to the PAA and the Stadium Authority of the City of Pittsburgh; (6) order the Defendants not to enter into any commitment for financial support or any support and cooperation agreement with the Pittsburgh Pirates, the Pittsburgh Steelers, the PAA or any other entity in connection with the projected stadiums without first obtaining full and complete financial disclosure from said parties; (7) order the Defendants to hold public hearings and meetings on any proposed cooperation and support agreements with any parties in connection with the projected stadiums, whether -30- the Pittsburgh Pirates, the Pittsburgh Steelers, the PAA or any other entity; (8) order the Defendants not to provide any financial support, not to enter into any agreement to provide financial support, and further order the Defendants not to enter into any support and cooperation agreement in connection with the proposed stadiums without obtaining commitments of reporting and accountability by, from and with the Pittsburgh Pirates, Pittsburgh Steelers, PAA or any third entity; (9) order the Defendants to reinstate Fred Baker as a member of the RAD board and to remove David W. Christopher from same on the basis of an illegal appointment; (10) declare the position of Gerald J. Voros on the governing board of RAD to be vacant and to have been so from the date he first concurrently served as a member of the governing board of RAD and as a public official and/or a public employee; (11) declare the vote on the Resolution to be invalid and to lack the necessary number of votes for passage; (12) order whatever legal action may be necessary to prevent Gerald J. Voros from continuing to function as a member of the governing board of RAD; and (13) order such other relief as this Court shall see fit to grant. -31-
-32- COUNT IV QUO WARRANTO 1. Paragraphs 1 through 57 of Count I, Paragraphs 1 through 13 of Count II and Paragraphs 1 through 12 of Count III are incorporated herein by reference thereto as though herein set forth at length. 2. The Resolution was allegedly passed by the ~ board after Fred Baker had been removed unlawfully as a member of said board and David W. Christopher appointed by the governing body of the county to fill the alleged vacancy. 3. But for the illegal removal of Fred Baker and the alleged appointment of David W. Christopher to the BAD board, the Resolution would have failed to pass as two votes would have been cast against it, Fred Baker having made his opposition to the Resolution well known prior to his illegal removal and Ralph DeStefano having voted no to the Resolution. 4. As the governing Statute failed to provide a procedure for the involuntary removal of a board member, Fred Baker, through coercion, intimidation and threat of embarrassment by County Commissioner, Bob Cranmer, and since the Statute did provide for removal of said board member in the same manner that he was appointed, which was not done, then the removal by way of involuntary resignation of Fred Baker is illegal, unlawful, violative of the Statute, is against the public policy as set -33- forth and implied in said Statute, and is a nullity.5. David W. Christopher could only be appointed as a member of the PAD board if a valid vacancy had existed at that time. There being none his appointment was invalid, unlawful, illegal, violative of the Statute, violative of public policy as set forth and implied in said Statute, and was a nullity. 6. David W. Christopher was not at the time of the vote on the Resolution and is not now a member of the PAD board and his vote in favor of the Resolution was invalid, unlawful, illegal, violative of the Statute, violative of public policy as set forth and implied in said Statute, and was a nullity. 7. Gerald J. Voros from the beginning of his term on the PAD board, at the time of the vote on the Resolution, and currently is the Chairman of the Parking Authority of the City of Pittsburgh and as such is a public official and a public employee of a political creature, a political subdivision or the creature of a political subdivision of the Commonwealth of Pennsylvania. 8. As such, Gerald J. Voros has been, is and remains ineligible to serve as a member of the PAD board. His appointment by the City of Pittsburgh to the PAD board is therefore void ab initio and his seat has been vacant from the beginning of his term to the present and especial]y at the time of the vote on the Resolution. -34- 9. His vote in favor of the Resolution is therefore illegal, unlawful, violative of the Statute, violative of public policy set forth or implied in said Statute, and is a nullity. 10. In view of the foregoing, said Resolution failed to obtain the necessary 6 valid
votes for passage.
(1) That Fred Baker be declared to have continuously been a member of the RAD board from the beginning of his term up to the present and especially at the time of the vote on the Resolution; (2) That Defendant, David W. Christopher, be declared to have been ineligible to be appointed to the RAD board due to the lack of a vacancy, and further that his appointment to the RAD board be declared illegal, unlawful, violative of the Statute, violative of public policy and a nullity, and further that he be ordered not to exercise the office of a board member; (3) That the Resolution authorizing annual grants to the Public Auditorium Authority of Pittsburgh and Allegheny County and to the Stadium Authority of the City of Pittsburgh be declared illegal, unlawful, violative of the Statute, violative of public policy and a nullity; (4) That Defendant, Gerald J. Voros, be declared ineligible to have served and for currently serving as a member of the RAD board, and especially so at the time that the vote was taken on the Resolution; (5) That Defendant, Gerald J. Voros, be declared to have -35- been unlawfully appointed and to have unlawfully served as a inember of the RAD board and that his vote in support of said Resolution be declared illegal, unlawful, violative of the Statute, Violative of public policy and a nullity. (6) That this Honorable Court provide such other relief as it sees fit.
-36- COUNT V - CLASS ACTION ALLEGATIONS 1. The representative Plaintiff1 Allegheny Institute Taxpayers Coalition, brings this action on its behalf, on behalf of all of its members and on behalf of all persons who are taxpayers in Allegheny County, Pennsylvania, paying the 1% sales tax to RAD and paying real estate taxes to the governmental entities that may have to increase real estate taxes in the event of a default on the PAA revenue bonds, namely Allegheny County and the City of Pittsburgh. 2. The class consisting of all such persons is so numerous as to make joinder impracticable. The exact number of class members is unknown to the representative Plaintiff but is believed to be in excess of 1,300,000. 3. There are questions of law and fact common to the class. The representative Plaintiff alleges that all taxpayers are paying the 1% sales tax to provide the operating funds for RAD. RAD is under a fiduciary responsibility and obligation to this class of taxpayers to see that the tax moneys paid by them and received by RAD are spent wisely, prudently and in complete legal conformity with the governing statute of RAD. With RAD violating its governing statute regarding the expenditure of tax funds and with RAD disbursing or agreeing to disburse funds unwisely and imprudently as has been set forth earlier in this Complaint, the class of taxpayers shall be called upon to pay for this illegal, -37- unwise and imprudent action by way of additional taxes. The class shall also lose the benefit of a unique piece of real estate, Three Rivers Stadium, which will be demolished as part of the project for the new stadiums, which cannot be duplicated and the debt on which has not yet been paid. 4. The claims of the representative Plaintiff are typical of and identical to the claims of the class. 5. The representative Plaintiff will fairly and adequately assert and protect the interests of the class in that:
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6. A class action will provide a fair and efficient method for adjudication
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WHEREFORE, representative Plaintiff, on its own behalf, on behalf of its members, and on behalf of the class (the taxpayers of Allegheny County) demand that the illegal, unwise and imprudent actions of the Defendants, as set forth in the Complaint be enjoined and/or otherwise disposed of as this Court sees fit. Plaintiff asks the Court to award it costs of suit and reasonable attorney's fees.
EXHIBIT 1 ALLEGHENY REGIONAL ASSET DISTRICT AUTHORIZING ANNUAL GRANTS TO THE PUBLIC
AUDITORIUM AUTHORITY WHEREAS, through its governmental sponsors, the Public Auditorium Authority of the City of Pittsburgh and Allegheny County (the "Authority") has requested that the Board of the Allegheny Regional Asset District (the "Board") authorize the District's participation in the financing of certain of the costs of a "Regional Destination Financing Plan" (the "Plan"); and WHEREAS, the Plan (as amended and as attached to this Resolution as Exhibit '1A") was submitted in written form to the District on April 21, 1998 by the Mayor of the City of Pittsburgh (the "City") and two of the Commissioners of Allegheny County (the "County'), and was the subject of a public hearing conducted by the Board on April 28, 1998 (the "Hearing".); and WHEREAS, the City and the County, through their authorized representatives, have indicated that the District's funding of certain costs of the Plan is one of several public and private sources of funds that will be made available to pay costs of the Plan, but that without the District's funding, the Plan is not financially viable; and WHEREAS, upon consideration of the proposal set forth in Exhibit A and the comments of the public received at the Hearing and in subsequent correspondence, the Board has determined to approve an allocation of District funds to costs of the Plan, subject to the provisions and conditions of this Resolution. NOW THEREFORE, in consideration of the foregoing, the Board of the Allegheny Regional Asset District hereby adopts the following resolutions, effective immediately: 1. Designation of Additional Regional Assets. The Board hereby determines that the proposed new baseball stadium, the proposed new football stadium (each as described in Exhibit "A" to this Resolution) and the David L. Lawrence Convention Center (collectively, the "Plan Assets") are properties vital to the quality of life in this region. Accordingly, such stadia and convention center are hereby designated regional assets pursuant to Section 6101-B ~ seq. of Title 16 of the Pennsylvania Second Class County Code (the "Act") 2. Approval of Funding. The Authority's request for a commitment of District revenues in the amount of $5,000,000 for calendar year 1998; $10,000,000 for calendar year 1999; and $13,400,000 for each of the calendar years 2000 through 2030, -21- inclusive, is hereby approved, subject to satisfaction of the conditions enumerated in this Resolution. 3. Allocation of Funds Granted. The Board hereby directs that the funding approved in Section 2 of this Resolution be included in the District's operating budgets for each of the years and in the respective amounts indicated in Section 2. As requested by the City and the County pursuant to the Plan, the funds granted pursuant to this Resolution shall be made available to the Authority and to the Stadium Authority of the City of Pittsburgh (the "Stadium Authority") for the payment of debt service and operating costs of Three Rivers Stadium and for payment of principal and interest on bonds (the "Authority Bonds") to be issued by the Authority for the purpose of providing a portion of the funds required to finance the Plan Assets. District staff is hereby authorized to make any adjustments to the books, records and budget documents of the District as may be necessary to facilitate the transfers of funds contemplated and authorized by this Resolution. 4. Cooperation and Support Agreements. Chief Counsel is authorized to prepare a Cooperation and Support Agreement and any other necessary agreements and amendments to agreements to accomplish the purposes and goals set forth in this resolution. The terms of agreement with the Authority shall include, among other things, the District's covenant to treat the financial support authorized by this Resolution on a parity basis with the District's minimum funding obligations to those regional assets with long term contracts with the District (being those identified on Exhibit "B" to this Resolution) 5. Conditions to Execution of Support Agreement. The Support Agreement shall not be executed and delivered to the Authority unless and until the following conditions shall have been satisfied and evidence of such satisfaction shall have been delivered to the District. No waiver of any of the following conditions shall be effective unless authorized by duly adopted resolutions of the Board.
6. Further Authorizations. The Chairman, Vice-Chairman and the Executive Director of the District are hereby authorized and directed to execute and deliver and the Secretary or Assistant Secretary are hereby authorized to attest such agreements and instruments as are reasonably necessary to carry out the transactions contemplated by this Resolution, including, without limitation, a subsidy agreement to evidence the District's funding commitments (the "Subsidy Agreement"), a note (the "Note") payable 23 to the Authority to secure and evidence the District's funding commitment, an application for approval of the issuance of the Note by the Pennsylvania Department of Community and Economic Development (the "Department"), and an a9reement to intercept District funds among the Treasurer of the Commonwealth of Pennsylvania, the Authority and the District directing payment of funds granted hereunder directly to a trustee for the Authority Bonds, in each case subject to the review of such agreement by Chief Counsel to the District and receipt of such instruments and assurances d5 are reasonably necessary, in the opinion of Chief Counsel, to establish the legality and enforceability thereof. 7 . Debt Act Authorizations. (a) The Board has been advised by the Authority's financial advisors and other persons qualified by experience that the reasonable estimated useful life and the realistic estimated costs of the Plan are at least 34 years and $803,000,000, respectively. Financing of the costs of the Plan Assets is hereby determined to be a "project" of the District within the meaning of the Local Government Unit Debt Act (the "Debt Act")
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AND IT IS FURTHER RESOLVED THAT
ADOPTED BY VOTE OF THE BOARD OF THE ALLEGHENY REGIONAL ASSET DISTRICT THIS 9th DAY OF JULY, 1998. VERIFICATION I verify that the statements made in this complaint are true and correct. I understand that false statements herein are made subject to the penalties to 18 Pa.C.S. §4904 relating to unsworn falsification to authorities.
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