Okaloosa County BOCC — June 21, 2016 — MOU Final w exhibits — reading text

MEMORANDUM OF UNDERSTANDING This MEMORANDUM OF UNDERSTANDING (“MOU”), entered into this __ day of , 2016, by and between the BOARD OF COUNTY COMMISSIONERS OF OKALOOSA COUNTY, FLORIDA, whose address is 302 North Wilson Street, Suite 302, Crestview, Florida 32536 (the “County”), and REPUBLIC PARKING SYSTEM, LLC, formerly known as REPUBLIC PARKING SYSTEM, INC. a Tennessee corporation having its office and principal place of business at 2000 Republic Centre, Chattanooga, Tennessee 37450, (“Republic™). WHEREAS, the County and Republic previously entered into a Management Agreement (the “Management Agreement”) for the Okaloosa Regional Airport (now known as the Destin- Fort Walton Beach Airport) Public Parking Facilities on July 1, 2008 for the purposes of managing and operating the public parking facilities at the Airport; and WHEREAS, the initial term of the Management Agreement was to terminate on September 30, 20/1 1; and | WHEREAS, the County and Republic entered into Amendment One to Republic Parking System, Inc. Management Agreement on September 6, 2011 which extended the term of the Management Agreement to September 30, 2016 and provided the County the right to extend the Agreement for an additional two (2) Contact Years beginning on October 1, 2016; and WHEREAS, Republic Parking System, Inc. has recently changed its name to Republic Parking System, LL.C; and WHEREAS, Okaloosa County was recently subjected to a sales tax compliance audit by the Florida Department of Revenue (the “FDOR”) for the period of August 2012 through July 2015 which included a review of the revenues remitted under the Management Agreement; and WHEREAS, FDOR found that there was a failure to remit sales taxes on the parking receipts during the audit period in the amount of $357,501.86 and cumulative interest owed of $45,400.18 for a total amount of liability of $402,902.04; and WHEREAS, the County desires to exercise its rights to extend the contract the remaining two years under the Management Agreement and Republic desires to assist the County on the issues related to the assessment of sales tax by FDOR. NOW THEREFORE, the City and the County do agree as follows: 1. The above recitals are true and incorporated herein as if they were set forth in their entirety. 2. The County will agree to extend the existing contract between Republic Parking System, LLC and the County for the remaining two years of the Management Agreement. After the extension, the Management Agreement will terminate on September 30, 2018. Notice is hereby given of the County’s intent to extend the contract for that period. A copy of the proposed Management Agreement Amendment is attached as Exhibit “A”. The Management Agreement Amendment will be submitted to the Board of County Commissioners for their approval within thirty (30) days of receipt of the signed extension agreement by Republic. 3. Republic shall reimburse the County one half of the amount paid to the State of Florida for the assessment of sales tax and interest due from the parking contract between the County and Republic. The total amount paid by the County to the State was $402,902.04. Republic’s share would be $201,451.02. This amount shall be paid within thirty (30) days of approval of the extension of the agreement by the Board of County Commissioners. 4. This MOU shall be effective upon adoption. IN WITNESS WHEREOF, the parties have hereto executed these presents as of the day and year first written. REPUBLIC PARKING SYSTEM, LLC Lot b, BY: Cobeer V Linverinr M. ATTESTS: Witness C R Witness THE BOARD OF COUNTY COMMISSIONERS OF OKALOOSA COUNTY, FLORIDA By: Charles K. Windes, Jr. Chairman ATTEST: J. D. Peacock, II, Clerk of the Court APPROVED AS TO LEGAL SUFFICIENCY: Gregory T. Stewart, County Attorney RENEWAL AND SECOND AMENDMENT TO CONTRACT C13-2038-AP Republic Parking System, LL.C formerly known as Republic Parking System, Inc. This Renewal and 2¥° Amendment made and entered into this day of , 2016, hereby renews and amends contract C13-2038-AP, dated July 1, 2008, by and between Okaloosa County, Florida, (hereinafter the “County”) and REPUBLIC PARKING SYSTEM, LLC, formerly known as REPUBLIC PARKING SYSTEM, INC. a Tennessee corporation having its office and principal place of business at 2000 Republic Centre, Chattanooga, Tennessee 37450, (hereinafter the “Manager™). WHEREAS, on July 1, 2008, the County and Manager entered into a contract, C13-2038- AP, which provides Public Parking Management; and WHEREAS, the initial term of C13-2038-AP shall expire on September 30, 2016, however the contract provides for one (1) two (2) year renewal; and WHEREAS, the parties desire to amend the Contract to include language in the Contract pertaining to Public Records as has recently been amended by the Florida Legislature in the 2016 Laws of Florida chapter 20. NOW THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the parties hereby agree to renew and amend C13-2038-AP as follows: 1. C13-2038-AP is hereby renewed for an additional term. The contract renewal period shall begin October 1, 2016 and will expire September 30, 2018. 2. C13-2038-AP is hereby amended to include the following additional provision: Public Records IF THE MANAGER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE MANAGER’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT OKALOOSA COUNTY RISK MANAGEMENT DEPARTMENT 5479 OLD BETHEL ROAD CRESTVIEW, FIL 32536 PHONE: (850) 689-5977 riskinfo@co.okaloosa.fl.us. Manager must comply with the public records laws, Florida Statute chapter 119, specifically Manager must: a. Keep and maintain public records required by the County to perform the service. b. Upon request from the County’s custodian of public records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in chapter 119 Florid Statutes or as otherwise provided by law. c. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Manager does not transfer the records to the County. d. Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Manager or keep and maintain public records required by the County to perform the service. If the Manager transfers all public records to the public agency upon completion of the contract, the Manager shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Manager keeps and maintains public records upon completion of the contract, the Manager shall meet all applicable requirements for retaining the public records. All records stored electronically must be provided to the public agency, upon the request from the public agency’s custodian of public records, in a format that is compatible with the information technology systems of the public agency. 3. All other provisions of the Contract shall remain in full force and effect through the duration of the renewal. IN WITNESS WHEREOF, the parties hereto have executed this renewal and amendment as of the day and year first written. REPUBLIC PARKING SYSTEMS, INC. By: Date: ATTEST: Witness Witness OKALOOSA COUNTY, FLORIDA Charles K. Windes, Jr., Chairman Date: ATTEST: J.D. Peacock, I, Clerk of Courts