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Backup Documents 02/27/2018 Item #16E 2 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATUll 6L Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. 2. 3. County Attorney Office County Attorney Office JAB„ e. 2/27/18 4. BCC Office Board of County QHS Commissioners ;./ r 3-111--n 5. Minutes and Records Clerk of Court's Office 3*-! PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Dan Summers Bureau of Emergency 239-252-3622 Contact/Department Services Agenda Date Item was 2/27/18 Agenda Item Number 16E2 Approved by the BCC Type of Document Permit and Certification Number of Original One each Attached Documents Attached PO number or account n/a number if document is to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature,TAMP OK� JAB 2. Does the document need to be sent to another agency for additional signatures? If yes, NA provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be JAB signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's NA Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the JAB document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's JAB signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip NA should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 2/27/18 and all changes made during the JAB meeting have been incorporated in the attached document. The County Attorney's Office has reviewed the changes,if applicable. 9. Initials of attorney verifying that the attached document is the version approved by the • : BCC,all changes directed by the BCC have been made,and the document is ready for the I Chairman's signature. • a#.cicl�d a.A-ttiv-e- su r'' .,o",tr4a-e-c ,4 4tt1 a.Z.Z�cue -� ct,'-v+ .o• cz ' am I: s/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05, 'evised 2.24.05;Revised 11/30/12 ( . �0'8 3p/i( 16E2 MEMORANDUM Date: March 14, 2018\ To: Kathy Heinrichsberg, Executive Secretary Bureau of Emergency Services From: Ann Jennejohn, Deputy Clerk Minutes & Records Department Re: Certificate of Public Convenience and Necessity for non-emergency inter-facility ambulance transports to Just Like Family Concierge Medical Transport Services, LLC Attached, please find the original document referenced above, (Item #16E2) approved by the Board of County Commissioners on February 27, 2018. A copy of the document will be held in the Minutes and Records Department for the Board's Official Record. If you have any questions, please feel free to call me at 252-8406. Thank you Attachment 16E2 2 COLLIER COUNTY FLORIDA Class "2" COPCN Name of Service: Just Like Family Concierge Medical Transport Services LLC Name of Owner: Concierge Medical Transport Services, LLC Principle Address of Service: 201 Piper Boulevard Suite 24 Naples, FL 34110 Business Telephone: (239) 682-8907 Description of Service: Inter-facility for Collier County Number of Ambulances: (3) Three See attachment: See application for vehicle information This permit, as provided by Ordinance No. 2004-12, as amended, shall allow the above named Ambulance Service to operate intra-facility, inter-facility and out of county transports for a fee or charge for the following area(s): Collier County for one year from the date executed hereon, except that this permit may be revoked by the Board of County Commissioners of Collier County at any time the service named herein shall fail to comply with any local, state or federal laws or regulation application to the provisions of Emergency Medical Services. Issued and approved this 6 h day of c c , 2018 ATTEST: CLERK BOARD OF :UNTY DWIGHT E. BROCK COMMIS IN. 'S COL ' TY, FLORI t• r / a.,,,,t ► ,, A o, ' ty Clerk Andy Solis, Chairman Attest as to C tt AptifQ9r form and legality: }: (�� � 9 olw1� Item# �cpC Jennifer A. Bel�lio Assistant County Attorney Agenda 9-Thi Date Date 3..14.'•g Recd 0/LtA,U ,t.1 L1 r 4-444,1* I4441*\►� 14�f,41 .oal 1'�111,e 1titii 'wff,1 eh I�1f,1,�' 1��ff,1 i� I4111,�k 411-*1�j/44 ► at:41016 I\\1,:1: lil g,1 i 40,4 i'istel •111• •Q1♦. -.Ii If .i.• '•444,0% i•.q,♦.:• •44 1n; 14 •.:• •/ \♦� ..0',ra .71� a _111.1(♦4::;:.•:...f11, get1, p F i '.'�.�Gc�• l,,,f:��fi.-a t•t�I �..�•a�i::.'ti../� i :w,iyv.r aui �.-.f,• a is .,l.twggw. i m; �♦ ii.%s:...:`'../ii2 i ii:.`.4.,,..4.1.�.''�.,/ii %•►a'„,..4 1...mor••.„►a`„ ..rr i•.a�... .i•`. 01.1.►a�I r . \� f „4,.. _'--4 ,,:::i —/ ti. 4 .11u, ►....., ..... �1 -44-0. 14'.''.;.'''."1411 i..• a•1i imillb 111 itt; Valk 1•14 AI -o no 4411! ►N))�)? hi O0 ctcitt. 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Ion w • w1 Q D Q I ti Q salllot Uta40 k y1 �� iitY lig t' f 0:• re...1.44:1,0� *i::.th •ai••O;urs.,. •...np4.4.m... *•4 .,• ice•\i ...dar�ia • torI� di:�.�..i•.•.ii � P. ./ r.a'- . 5• -V,k� - rdelvv%. .•I��.a.; •I—v.r ..^a. ,: =:fit 5 � . Il ' .s = _ - _� � � ^ fI � ::1 ; f : �)If .. a♦ 1a.a♦ 1i• �:lf 1•�•: ;GA1Aia .a♦"sA "i ♦ 'o •d 1i%� :AwV ; F- • 1i. f ♦ 1i.0.� 'Ail 1tog Ii011Imi0:00."", %1 /4. N• 1"illvlite41 •%11IIv 'O♦ Iri \NiS ,1tOa ` 1�♦•�fAlOyir4.4.. �♦II.• a♦0♦II. a♦A.• 44.••••• 444.4.. 11,4, .� _4,, � 4. 16E2 OPERATING AGREEMENT AND REGULATIONS OF CONCIERGE MEDICAL TRANSPORT SERVICES,LLC, a Florida Limited Liability Company Effective Date: January 19,2018 ARTICLE I. Section 1. Name and Office of the Company. a. Name. The name of the Company is"CONCIERGE MEDICAL TRANSPORT SERVICES, LLC" b. Office of the Company. The principal place of business of the Company shall be: 1202 Piper Blvd., Suite 24,Naples,FL 34110. The specified office of the Company at which shall be kept the records required to be maintained by the Company under the Act shall be in the same place. Section 2. Business of the Company. The business of the Company shall be to engage in any legal and lawful purpose for which a limited liability company may be organized pursuant to the Act. ARTICLE H. Section 1.Defmitions • The following terms used in the Regulations shall (unless otherwise expressly provided herein or unless the context otherwise requires)have the following respective meanings: a. Act. The Florida Revised Limited Liability Company Act,as set forth in the Florida Statutes at F.S. § 605 et seq.,as it may be amended or superseded from time to time. b. Articles of Organization. Articles of Organization shall mean the Articles of Organization of the Company filed with the State of Florida as of 19th day of January,2018. c. Bankrupt. Bankrupt shall mean a debtor under the federal bankruptcy law,insolvent under any state insolvency act,or as defined in the Act from time to time. d. Business. Business shall mean every trade, occupation or profession carried on by the Company. e. Capital Account. As of any date the capital account maintained for each Member under Article V,Section 5. f. Capital Contribution. The total amount of money and the agreed upon fair market value of property contributed to the Company by a Member or his,her or its predecessor in interest on the date of contribution,net of liabilities secured by that contributed property that the Company is considered to assume or to be subject to under Section 605.0402 of the Code. g. Code. The Internal Revenue Code of 1986,as amended. (Page 1 of 17) 16E2 h. Company. The Company shall be CONCIERGE MEDICAL TRANSPORT SERVICES, LLC,a Florida Limited Liability Company. i. Interest. The ownership interest,expressed as a percentage,of a Member in the Company at any particular time,initially as set forth in Article V, Section 5,including the right of the Member to any and all benefits to which the Member is entitled and the obligations to which the Member is subject under the Regulations. j. Manager or Managers. A person or persons appointed or elected as Manager or Managers pursuant to Article VI, Section 1. The term Manager or Managers is intended to correspond to "manager" under the Act. Initially,Paul J.Hobaica,Jeffrey A.Panozzo and Charles L.Bacon shall serve as the Managers of the Company. k. Majority in Interest of the Members. The holders of a majority of the then-outstanding Units. 1. Members: Initially, Paul J. Hobaica, Jeffrey A. Panozzo and Charles L. Bacon, and subsequently any other person or entity admitted as an additional Member or a Successor in Interest to an existing Member under these Regulations. m. Net Income or Net Loss. The income or loss, as the case may be, of the Company for a period as determined in accordance with Sections 702(a) and 703(a)(1)of the Code,including each item of income,gain,loss or deduction required to be separately stated. n. Officers. A person appointed or elected pursuant to Article VI, Section 3. Officers are intended to be the Managers or agents of the Managers(who may be employees of the Company), to whom authority is delegated by the Managers under the Act. o. Regulations. This Operating Agreement and Regulations of the Company,as amended from time to time. The phrase Operating Agreement and Regulations is intended to correspond to"Regulations" under the Act. p. Successor In Interest. The person who succeeds to an Interest upon the death,incompetency, tennination or Bankruptcy of a Member,or upon the Transfer of an Interest in part or in whole as provided herein. q. Transfer. The sale,assignment,disposition,exchange or other disposition of an Interest,in any manner,whether voluntary or involuntary,or by operation of law or otherwise. r. Treasury Regulations. The Treasury Regulations issued under the Code,as amended from time to time. s. Unit. A measure of a Member's Interest in the Company. Each Unit issued and outstanding in the hands of a Member shall represent an equal share of the entire Interest in the profits, losses, capital, ownership and voting in the Company. ARTICLE III. Section 1.Annual Meetings. Unless otherwise decided by resolution of the Members,annual meetings of the Members shall be held on the first Tuesday of the fourth(4th)month of each fiscal year of the Company if not (Page 2 of 17) • 16 E2 a legal holiday in the state in which the meeting shall be held,and if a legal holiday,then on the next business day following, beginning at 10:00 a.m., or at such other time and place as the Members may decide by resolution and designate in the notice of the meeting. If the annual meeting or the election of Managers is not held on the day designated in this Section 1 of Article III,the Members shall cause such election to occur at a meeting of the Members as soon thereafter as convenient. The annual meeting shall be for the purpose of electing the Managers and for transacting any other business which may properly come before the meeting. Section 2. Special Meetings. Special meetings of the Members, for any purpose or purposes, unless prescribed by statute or by the Articles of Organization of the Company,shall be held when called for by any Manager or when requested in writing by a Majority in Interest of the Members. Section 3. Place of Meetings. All meetings of the Members shall be held at such place within or without the State of Florida as shall be designated in the notice of meeting given pursuant to this Article III or in a duly executed waiver of notice thereof. Section 4. Notice of Meetings. Whenever Members are required or authorized to take any action at a meeting, a written notice of such meeting,stating the place,day and hour of the meeting and the purpose or purposes for which the meeting is called,shall be delivered no fewer than ten(10)nor more than sixty(60) days prior to the date set for such meeting, either by hand delivery or by first class mail, to each Member entitled to vote at such meeting. If mailed,such notice shall be deemed delivered three(3)days after deposit in the United States mail addressed to the Member at his, her or its address as it appears on the books of the Company,with first class postage prepaid thereon. A written and signed waiver by a Member of notice of a Members meeting,whether before or after the time stated thereon, shall be equivalent to the giving of such notice. Section 5.Consents. Personal presence of a Member shall not be required,provided a written consent to or rejection of such proposed action is submitted to the Manager presiding over the meeting. Attendance by a Member and voting in person at any meeting shall revoke any written consents or rejections of such Member submitted with respect to action proposed to be taken at such meeting. Submission of a later dated written consent or rejection with respect to any action shall revoke an earlier one as to such action. Every consent or rejection must be signed by the Member or his,her or its attorney-in-fact. All questions regarding the validity of consents or rejections shall be determined by the Manager presiding over the meeting. Section 6. Action by Written Consent. Any matter on which the Members are authorized to take action under law,the Articles of Organization or these Regulations may be taken by the Members without a meeting assembled if written consents to such action by the Members are signed by the Members entitled to vote upon such action at a meeting which constitutes a Majority in Interest of the Members or such greater or lesser ownership interest in the Company as may be required by law,by the Articles of Organization or by these Regulations for action. Section 7. Adjourned Meeting. Upon an adjournment of a meeting,it shall not be necessary to give any notice of the adjourned meeting, provided that the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and any business which might have been transacted on the original date of the meeting may be transacted at the adjourned meeting. If,however,after the adjournment,the Manager presiding over the meeting fixes a new record date for the adjourned meeting,a notice of the adjourned meeting shall be given as provided in Section 4 of this Article to each Member of record on the new record date entitled to vote at such meeting. Section 8. Member Quorum and Voting. A Majority in Interest of the Members,represented in person or by written consent,shall constitute a quorum at a meeting of Members,except as otherwise prescribed by law (Page 3 of 17) 16E2 or by the Articles of Organization of the Company. All Members present in person or represented by written consent at such meeting may continue to do business until adjournment,notwithstanding the withdrawal of enough Members to leave less than a quorum,except as prescribed by law or the Articles of Organization. If a quorum is present, the affirmative vote of greater than fifty percent (50%) of the Interest of the Members represented at the meeting and entitled to vote on the subject matter shall be the act of the Members unless otherwise provided by law,these Regulations or the Articles of Organization of the Company. All questions regarding the qualification of voters and the acceptance or rejection of votes shall be decided by the Manager presiding over the meeting. Section 9. Closing of Transfer Books or Fixing of Record Date. For the purpose of detennining Members entitled to notice of or to vote at any meeting of Members or any adjournment or postponement thereof,or in order to make a determination of Members for any other proper purpose, a Manager of the Company may provide that the transfer books shall be closed for a stated period,but not to exceed,in any case,ten(10)days. If the transfer books shall be closed for the purpose of determining Members entitled to notice of or to vote at a meeting of Members,such books shall be closed for at least two(2)days immediately preceding such meeting. In lieu of closing the transfer books, a Manager may fix in advance a date as the record date for any such determination of Members,such date in any case to be not more than one(1)day and,in case of a meeting of Members, not less than ten (10) days prior to the date on which the particular action requiring such determination of Members is to be taken. If the transfer books are not closed and no record date is fixed for the determination of Members entitled to notice of or to vote at a meeting of Members, or Members entitled to receive a distribution, the date on which notice of the meeting is mailed shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Section 9 of Article III,such°determination shall apply to any adjournment or postponement thereof. ARTICLE IV. Certificates of Membership Interest The Company shall have the power to issue certificates of membership interest in registered form representing ownership of an Interest in the Company("Certificates"). The denominations of the Certificates shall be in Units. Each Unit shall represent an equal share in all items of income,loss,distribution and voting with respect to the Company. Subject to the conditions and terms set forth herein for admission of Members, Certificates representing up to 10,000 Units may be(but need not be)issued to Members. Subject to the terms hereof,Certificates shall be transferable or interchangeable upon presentation at the office of the Company, properly endorsed or accompanied by an instrument of transfer and executed by the Member or his,her or its authorized attorney,together with the payment of any tax or governmental charge imposed upon the transfer of Certificates. The Company shall replace any mutilated, lost, stolen or destroyed Certificate upon proper identification satisfactory to the Company and payment of any charges incurred in such replacement. Upon an anticipated return of all or any portion of the capital of the Company contributed by a Member holding a Certificate, the Member shall surrender such Certificate or Certificates for appropriate adjustment prior to receipt of his,her or its capital contribution. ARTICLE V. Books of Account,Financial Statements and Fiscal Matters Section 1. Books of Account. The Managers shall keep adequate books of account of the Company, and there shall be recorded and reflected therein all of the capital contributions of the Members to the Company and all of the expenses and transactions of the Company. The books of account shall be kept at the principal place of business of the Company,and each Member and his,her or its authorized representative shall have,at (Page 4 of 17) 16E2 reasonable times during normal business hours,free access to and the right to inspect and,at his,her or its expense, copy such books of account and all records of the Company, including a list of the names and addresses and Interests owned of each of the Members. All books and records of the Company shall be kept on the basis of an annual accounting period ending on December 31,except for the final accounting period which shall end on the dissolution or termination of the Company without reconstitution. Section 2. Bank Accounts,Funds and Assets. The funds of the Company shall be deposited in such bank or banks as the Managers shall deem appropriate. Such funds shall be withdrawn only by the Managers. Section 3. Tax Returns and Reports. a. The Managers shall,at the Company's expense,shall cause income tax returns and reports for the Company to be prepared and timely filed with the appropriate authorities. b. The Managers shall also, at the Company's expense,cause to be prepared and timely filed, with appropriate federal and state regulatory and administrative bodies, all reports required to be filed with such entities under then current applicable laws,rules and regulations. Any Member shall be provided with a copy of any such report upon request without expense to him or her. c. The Managers shall use its best efforts to cause the Company to deliver to each Member within sixty(60) days after the end of each taxable year the information relating to the Company necessary for the preparation of the Member's federal income tax return. d. Within ninety(90)days after the end of each fiscal year,The Managers shall deliver to each Member (i) a balance sheet as of the end of such fiscal year, together with related statements of income, Members'equity,and changes in financial position,and(ii)a report of the activity of the Company for such fiscal year. t. Tax Elections. The Managers may make all elections for federal income tax purposes. u. Tax Matters Partner. Paul J. Hobaica is designated as the "Tax Matters Partner" for puiposes of the Code. The Members may name a substitute or successor at any time. Section 4. No Third Party Beneficiaries. The foregoing provisions of this Section are not intended to be for the benefit of any creditor or other person to whom any debts,liabilities or obligations are owed by(or who otherwise has any claim against)the Company or any of the Members,and no creditor or other person shall obtain any right under any of the foregoing provisions or shall by reason of any of the foregoing provisions make any claim in respect of any debt,liability or obligation(or otherwise)against the Company or any of the Members. Section 5. Capital Account. a. General Provisions. (1) Each Member shall have a separate capital account which shall initially be credited with each Member's Capital Contributions(including prior advances by any Member)and which thereafter shall be credited, charged and otherwise at all times maintained in accordance with the tax accounting principles set forth in Treasury Regulations Section 1.704-1(b)(2)(iv),as those Treasury Regulations may be amended from time to time. The Members or the Managers shall also make any appropriate modifications to (Page 5 of 17) • 16 E2 the Capital Accounts in the event that unanticipated events otherwise cause the Company's Regulations not to comply with Treasury Regulations Section 1.704-1(b). (2) In the event that any Interest, whether in part or in whole, in the Company is Transferred in accordance with the terms of the Company's Articles of Organization or Regulations, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Interest. b. Additional Provisions as to Capital and Obligations (1) A Member shall not be entitled to any part of his or her Capital Account or to receive any distribution from the Company,except as set forth in these Regulations. (2) No Member shall be required to make any Capital Contributions to the Company other than as provided in these Regulations or in the Articles of Organization of the Company. (3) No interest shall be paid on the initial or any subsequent Capital Contribution to the Company,except as set forth in these Regulations. (4) If there is any basis adjustment pursuant to an election under Section 754 of the Code, then Capital Accounts shall be adjusted to the extent required by the Regulations. c. Names of Members and Interests. The names and initial Interests of the Members are as follows: NAME ADDRESS INTEREST Paul J.Hobaica 1201 Piper Blvd.,Suite 24,Naples,FL 34110 40% Jeffrey A. Panozzo 1201 Piper Blvd., Suite 24,Naples,FL 34110 20% Charles L. Bacon 1201 Piper Blvd., Suite 24,Naples,FL 34110 40% In the event Members are added or deleted,the Interest of each affected Member shall be correspondingly re- calculated, unless additional Capital Contributions are made by such initial Members to maintain their applicable Interests. d. Initial Capital Contribution. The Members shall initially contribute as Capital Contributions to the Company the amount of cash as set forth opposite the name of each: INITIAL CAPITAL NAME CONTRIBUTION Paul J. Hobaica, $400.00 Jeffrey A. Panozzo $200.00 Charles L.Bacon $400.00 (Page 6 of 17) 16 E2 Section 6. Income and Losses. a. In General (1) An individual income and loss account(an"income account")shall be maintained for each Member. (2) The Net Income or Net Loss of the Company,after providing for the expenses of the Company,shall be distributable or chargeable,as the case may be,to each of the Members according to their respective Interest in the Company. Net Income and Net Losses shall be credited or debited to the individual Member income accounts as soon as practicable after the close of each fiscal year,or otherwise as may be agreed to by the Members. (3) If there is no balance in a Member's income account,Net losses shall be debited to the Member's Capital Account. If the Capital Account of a Member shall have been depleted by the debiting of Net Losses,future Net Income allocable to that Member shall not be credited to his,her or its income account until the depletion in his,her or its Capital Account shall have been made up,and such future Net Income shall be credited to his,her or its Capital Account until the depletion therein has been made up. After the depletion • in such Member's Capital Account shall have been made up,the Member's share of any subsequent Net Income of the Company thereafter shall be credited to his,her or its income account. b. Funds Available for Distribution. All funds available for distribution shall be allocated and distributed among the Members in accordance with these Regulations. c. Allocations to Reflect Book-Value/Tax Disparity. In accordance with Section 704(c)of the Code and the Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Company shall,solely for tax purposes,be allocated among the Members so as to take into account any variation between the adjusted basis of such property to the Company for federal income tax purposes and its agreed upon fair market value at the time of contribution. In addition,if Company property is revalued and Capital Accounts are adjusted,then subsequent allocations of income,gain,loss and deduction for tax purposes with respect to the revalued property shall take into account the variation between the property's adjusted tax basis and book value in the same manner as under Section 704(c)of the Code and Regulations. d. Tax Credits. Tax credits shall be allocated among the Members in proportion to their respective Interests. Section 7. Dissolution and Liquidation. a. Net Income and Net Losses accruing during the course of the liquidation will continue to be allocated among the Members as set forth in Section 6 of this Article V. If any assets are distributed in kind, they shall be distributed on the basis of the fair market value thereof as determined in the same manner described in Article V,Section 9,and shall be deemed to have been sold at fair market value for purposes of the allocations under that Section. Unless the Members otherwise agree, there shall be distributed to the Members as tenants-in-common,an undivided interest in the assets equal to the distributions to which they are entitled under the aforementioned section. b. Any assets of the Company remaining after liquidation shall then be applied as follows: (Page 7 of 17) 16 E2 (1) First,to pay and discharge all the Company's debts and other liabilities not already satisfied. (2) Second,to establish a reserve for contingent liabilities of the Company,if any,in an amount agreed to by the Managers. (3) Lastly,the balance to the Members in proportion to their respective positive Capital Accounts in accordance with Treasury Regulations Section§1.704-1(b)(2)(ii)(b)(2). Section 8. Loans. Any Member may, but shall not be required to, make loans to the Company in such amounts,at such times and on such terms as may be approved by resolution of each of the Members. No such loan shall be considered a contribution to capital. The Company shall not loan or advance funds to any Member, nor permit its assets to be encumbered to secure the obligations of a Member,without the prior consent of each of the other Members. Section 9. Distributions. All distributions shall be in accordance with the terms and conditions set forth in these Regulations. ARTICLE VI. Management of the Company Section 1. Managers. Control of the Company and all of its affairs shall be shared equally by the Managers. The Managers shall serve in such capacity annually until their successors are duly elected and qualified, or until such time as the Members otherwise designate a replacement or substitute by a vote of a Majority in Interest of the Members. The Members hereby delegate to each of the Managers of the Company the responsibility for the day-to-day management and ministerial acts of the Company. It is agreed that the general management and final determination of all questions relating to the usual daily business affairs and ministerial acts of the Company shall rest in each of the Managers of the Company. In this connection,and not by way of limitation, each Manager of the Company is authorized to do any and all things and to execute any and all documents, contracts, checks, evidence of indebtedness, security agreements, financing statements, etc., necessary or expedient to carry out and effectuate the purpose of the Company as expressed in these Regulations,unless otherwise provided elsewhere herein. All business arrangements entered into by either of the Managers shall be on such terms and conditions as generally would be characteristic of a businessman in similar circumstances exercising prudent and sound business judgment. The Managers of the Company shall devote such attention,and business capacity to the affairs of the Company as may be reasonably necessary. In this connection,the parties hereby acknowledge that the Managers of the Company may employ such other persons or entities who have more expertise in the business of the Company. All such employment and other costs and charges incurred by the Managers shall be paid by the Company. Section 2. Limitation on Authority of Manager. Notwithstanding the provisions set forth in Section 1 of this Article VI,without the prior written consent of all of the Managers,neither Manager shall alone have the authority with respect to the Company and this Agreement to: a. Do any act in contravention of this Agreement; b. Do any act which would make it impossible to carry on the business of the Company; (Page 8 of 17) 16 E2 c. Possess Company property or assign the right of the Company or its Members in specific Company property for other than a Company purpose; d. Make, execute,or deliver any general assignments for the benefit of creditors,or any bond, guaranty,indemnity bond,or surety bond; e. Confess a judgment against the Company; f. Amend or otherwise change these Regulations so as to materially and adversely modify the rights or obligations of the Members as set forth herein; g. Create any personal liability for any Member other than that personal liability for which any Member may have agreed to in writing;or h. Mortgage,pledge,collateralize, lien or to encumber in any way any property ownedbythe Company. Section 3. Election of Officers. a. The Managers may unanimously designate or elect one or more Officers with such titles as they shall determine,and delegate to such officers such aspects of the management,conduct and operation of the Company business as the Managers may unanimously determine,subject to any limitations contained in these Regulations,the Articles of Organization and the Act. b. Any and all actions permissible by the Regulations,Articles of Organization or the Act,may be executed by the Officers if so delegated by the unanimous consent of the Managers. Section 4. Execution of Documents. a. Unless otherwise provided elsewhere in these Regulations,any instrument may be executed and delivered on behalf of the Company by either of the Managers,including any deed,deed of trust,note or other evidence of indebtedness,lease agreement,security agreement,financing statement,contract of sale,or other instrument purporting to convey or encumber,in whole or in part,any or all of the assets of the Company,at any time held in its name,or any receipt or compromise or settlement agreement with respect to the accounts receivable and claims of the Company,and no other signature shall be required for any such instrument to be valid,binding and enforceable against the Company in accordance with its terms. All persons may rely thereon and shall be exonerated from any and all liability if they deal with a Manager on the basis of documents approved and executed on behalf of the Company by such Manager. b. Any person dealing with the Company or either of its Managers may rely upon a certificate signed by either Manager as to: (3) the identity of the Members or Managers; (4) acts by the Members or Managers; or (5) any act or failure to act by the Company or as to any other matter whatsoever involving the Company,or any Member or Manager. (Page 9 of 17) 16 E2 Section 5. Compensation and Reimbursement of Members and Managers. a. Except as otherwise provided,no Member or Manager shall receive any compensation for services rendered to the Company in his or her capacity as a Member or Manager unless otherwise expressly provided herein; b. The Managers shall be entitled to charge to the Company,or to be reimbursed by the Company, for all expenses incurred by them in connection with Company business; c. The Managers,upon unanimous vote,may provide for salaries or other remuneration to be paid to Members for any transactions engaged in with the Company, other than in such Member's capacity as a Member of the Company;and d. The Managers,and Officers,if any,shall only be entitled to compensation for their services to the Company as from time to time determined by the Managers and by the unanimous consent of the Members. Section 6. Transfer of Company Property. Real or personal property owned or purchased by the Company shall be held and owned,and conveyance shall be made,in the name of the Company. When authorized in accordance with the preceding section,instruments and documents providing for the acquisition,mortgage,or disposition of property of the Company shall be valid and binding upon the Company if they are executed by one or more Managers of the Company. Section 7. Authority of the Members and Managers to Deal with the Company. The Managers,by a unanimous decision,may engage any person,firm or corporation in which any Member or Manager may have an interest,for the performance of any and all services or purchase of goods or other property which may at any time be necessary,proper,convenient,or advisable in carrying on the business and affairs of the Company or disposing of some or all of its assets; provided,however,that the compensation or price therefor shall not materially exceed that prevailing in arm's length transactions by others rendering similar services on comparable transactions as an on-going activity in the same geographical area as the Property. Section 8. Authority of the Members and Managers to Engage in Other Businesses. Any of the Members or Managers may engage in and/or possess an interest in other business ventures of any nature and description,independently or with others,whether or not in competition with the Company;and neither the Company nor any of the other Members or Managers shall have any right by virtue of the Regulations, in or to any independent venture or to any income or profits derived therefrom. Neither a Member nor any Manager shall be obligated to present any particular investment opportunity to the Company even if such opportunity is of a character which,if presented to the Company,could be taken by the Company, and each Member and Manager shall have the right to take for his,her or its own account(individually or as a trustee)or to recommend to others any such particular investment opportunity. Section 9. Indemnification and Exculpation of Members and Managers. a. Indemnification. The Company shall indemnify to the fullest extent permitted by law any person who was or is a party or has threatened to be made a party to any threatened,pending or completed action,suit or proceeding,whether civil,criminal,administrative or investigative,by reason of the fact that he,she or it is a Manager of the Company,or is or was serving at the request of the Company as a director,officer,employee or agent of any other company,partnership,joint venture,trust or other enterprise. b. Exculpation.,The Members and Managers shall not be liable to the Company or to any other Member or Manager for or as a result of any act,omission or error in judgment that was taken,omitted or made (Page 10 of 17) 16 E2 by a Member or a Manager in accordance with the Act. In any proceeding brought or in the right of the Company or brought by or on behalf of Members of the Company, a Member or Manager shall have no liability for damages other than for willful misconduct or a knowing violation of the criminal law. ARTICLE VII. Section 1. Assignability of Company Interests a. Limitations. (1) Except as otherwise provided,no Member may withdraw or resign from the Company without the prior written consent of a Majority in Interest of the Members,including the Member proposing to withdraw or resign. The Members acknowledge and understand, and by their respective execution of this Agreement acknowledge and agree,that due to the limited scope of business engaged in by the Company,the specific intent of the Members is not to admit substitute Members to the Company except as may be expressly provided herein. • (2) Except as otherwise expressly provided herein,no Member may transfer all or any part of his,her or its Interest without the prior written consent of a Majority in Interest of the Members,including the Member proposing to make a transfer;provided,however,each Member shall have the right to sell,give,or bequeath all or any part of his,her or its Interest in the Company to any other Member without restriction of any kind. An individual Member shall also have the right to sell,give,or bequeath all or any part of his or her Interest to his or her spouse or children,or trustee for their benefit,provided such assignee shall become a party to this Agreement. A Member that is an entity shall Iikewise have the right to sell,give or transfer all or any part of its Interest to a majority equity owner in its company,or to such equity owner's spouse or children,or trustee for their benefit,provided such assignee shall become a party to this Agreement. The rights accorded each Member under this paragraph may also be exercised by any executor, administrator, personal representative, spouse or child who may have lawfully succeeded to his,her or its Interest. A Member may further assign his,her or its Interest to a corporation or other lawfully established entity in which he,she or it, or if an entity Member, its principal, owns and maintains a controlling interest, notwithstanding any other provision of this Agreement,provided such corporation or entity shall become a party to this Agreement. b. Successor in Interest. (1) Except as otherwise provided herein,any Successor in Interest is entitled to the full rights and benefits from ownership of his,her or its Interest as a Member in the Company only if all of the following conditions are satisfied: (a) The instrument of transfer sets forth the intention of the transferor that the transferee shall become a Member in place of the transferor with respect to the transferor's Interest. (b) The transferor and transferee shall execute and deliver such other instruments as the Managers may require,including written acceptance by the transferee of the terms of the Regulations and the power of attorney in the form described elsewhere herein. (c) The written consent of a Majority in Interest of the Members to the substitution shall have been obtained, which may be granted or withheld in the absolute discretion of each Member. (d) The transferee shall have paid all reasonable fees and costs incurred by the Company in connection with substitution as a Member,as reasonably determined by the Managers. (Page 11 of 17) 16E ? (2) To the extent that a Successor in Interest has not met the above requirements provided in subsection(1)above,such person shall not be considered a Member,and the transferee of the Interest of the Member shall have no right to participate in the management of the business and affairs of the Company or to become a Member. The transferee shall be entitled to receive only the share of profits or other compensation by way of income and the return of contributions to which the transferor Member would otherwise be entitled. c. Pledge or Encumbrance of Interests. No Member may pledge or encumber all or any part of its Interest,in any manner,whether voluntarily or involuntarily,by operation of law or otherwise,without the unanimous consent of the Members. d. Transfer of Interest in the Event of Dispute or Disagreement Where There Are Two Or More Members. In the event that there shall be two or more Members, the following shall apply: The Members hereby agree that in order to avoid"deadlock"or"ill-will"in the event of dispute,disagreement or irreconcilable differences between the Members(a"Buy-out Event"),the following buy-out provisions shall control in such event,notwithstanding anything to the contrary that may contained herein. In the case of a Buy-out Event,a Member may offer in writing(the"Offering Member")to purchase the Interest of another Member(the"Non-Offering Member")at a price determined by the Offering Member. Within fifteen(15) days of receipt of said written notice from the Offering Member, the Non-Offering Member may then in writing either: (i) notify the Offering Member that it elects to sell its Interest to the Offering Member at the price offered,in which case the Non-Offering Member's Interest shall be sold to the Offering Member as soon as practicable thereafter; or(ii) notify the Offering Member that it instead wishes to purchase the Offering Member's Interest at the same price originally offered for the Non-Offering Member's Interest,in which case the Offering Member's Interest shall be sold to the Non-Offering Member as soon as practicable thereafter. ARTICLE VIII. Section 1. Death,Incompetency,Bankruptcy,Dissolution or Termination of a Member. a. Except as otherwise may be provided in this Section, upon the death, incompetency, bankruptcy,dissolution or tennination of a Member(excluding a dissolution followed by the reconstitution of any corporate Member), the remaining Members,if any shall exist,shall each have the option,exercisable by notice to the personal representative, executor,administrator,guardian,trustee or other legal representative, within thirty(30)days after the event,to purchase the Member's entire Interest. However,if more than one Member exercises the option to purchase the Member's Interest,their exercise of the purchase option shall be deemed an election to purchase a portion of the Interest that is the ratio of the purchasing Member's Interest to the Interests of all purchasing members. b. Purchase Price. The purchase price of the Member's Interest shall be the fair market value as of the date of transfer,determined by an appraiser or appraisers mutually satisfactory to the Managers and the legal representative of the Member whose Interest is subject to purchase. c. Terms. The purchase price may be paid in cash or by promissory note. Any part of the purchase price of any sale hereunder not paid in cash at the applicable closing shall be evidenced by a negotiable promissory note executed by the purchasing Member(s) to the order of the appropriate party providing for interest at an interest rate equal to the Internal Revenue Service short-term Applicable Federal Rate determined under Section 1274(d) of the Internal Revenue Code for the month in which the transfer occurs,or if such rate is not then in existence,an interest rate equal to ten percent(10%)per annum,payable at each installment due date on the unpaid balance of said note. Said note shall also: (1) provide for acceleration of the due date of the unpaid balance if an installment of principal or interest is overdue for more than(20) days after the due date of same, at the option of the holder; (2) give the maker the option of prepayment in (Page 12 of 17) 16 E 2 whole or in part of the balance due under said note without any penalty at any time; (3) provide for the payment of reasonable attorneys'fees and costs of collection in the event of default or in the event the note is placed in an attorney's hands for legal action;and (4)provide that the payee shall pay any taxes levied against the note or underlying debt evidenced thereby. d. Upon payment of the purchase price,whether all in cash or partly in cash plus note or solely by note, the selling Member or the estate thereof,whichever is applicable, shall assign and deliver the Interest being so sold and purchased to the purchaser or purchasers,together with the selling Member's Certificate(s) and all other instruments and papers necessary and proper to transfer full and complete legal title of such Interest. e. Failure to Exercise Option to Purchase. If no Member exercises the option to purchase the Interest of the deceased,incompetent,bankrupt dissolved or terminated Member conferred by this section,or to dissolve the Company,then the business of the Company shall continue without winding up the Company's affairs,but only upon the consent of all remaining Members. If there are no remaining Members,then Section 2 below shall apply. The personal representative, executor, administrator, guardian, trustee or other legal representative shall be a transferee of the former Member but not admitted,as a substituted Member,except in accordance with Article VII, Section 1, Subsection b. Section 2. Termination. a. Events Causing Dissolution and Winding Up. Any of the following events shall cause the dissolution and winding up of the Company: (1) Consent in writing by all of the Members. (2) Retirement,resignation,expulsion,bankruptcy or dissolution of a Member,unless the remaining members,if any shall exist,agree to continue the business of the Company pursuant to Subsection b.below. (3) Retirement,resignation,expulsion,bankruptcy or dissolution of all of the Members. (4) Any other event causing dissolution hereunder or under the Act, unless all of the remaining Members,if any shall exist,agree to continue the business of the Company pursuant to Subsection b.below. b. Election to Continue Company. (1) An event set forth in Subsection a.above shall not result in the dissolution,winding up and termination of the Company if,within ninety(90)days after the occurrence of that event,the remaining Members,if any shall exist,elect by unanimous written consent to continue the Company. (2) Notwithstanding anything in Subsection a. above to the contrary,if the unanimous written consent of the Members required is not obtained pursuant to Subsection b.(1), then, on a vote of a Majority in Interest of the Members,the Company's affairs shall not be wound up,and the dissolved Company shall be reconstituted on the terms and conditions of the Regulations. The Members,including those who do not vote to reconstitute the Company,shall be deemed to continue as Members in the reconstituted Company without payment for the value of their Interest as a result of the dissolution and reconstitution. (Page 13 of 17) 16 E2 c. Winding Up Company Affairs. (1) Upon the occurrence of any of the events specified in Subsection a.,paragraphs(1)- (4)above,and the failure of the Members to continue the business under Subsection b.above,if applicable,the Managers shall wind up the affairs of the Company by appointing a liquidating agent who will make a full and general accounting of the assets and liabilities of the Company. After the payment of,or provisions for,all debts of the Company, the proceeds of the sale of the Company assets or the Company assets shall be distributed to the Members in accordance with their Capital Accounts as set forth in Article V. (2) A reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to minimize the normal losses attendant upon a liquidation;provided,however,that in no event shall the liquidation of the assets of the Company,the payment of creditors,and the distribution of Company assets to the Members occur more than ninety(90)days after the occurrence of the event causing the dissolution of the Company. (3) The Company shall terminate when all assets of the Company have been sold and/or distributed and all affairs of the Company have been wound up. ARTICLE IX. Section 1.Amendments. a. General Amendments. Except as provided in Subsection b.below,the Regulations may be amended by the Members in any manner with the approval of a Majority in Interest of the Members. b. Changes Affecting Members. Notwithstanding Subsection a.above,any amendment to the Regulations that would adversely affect the federal income tax treatment to be afforded a Member,adversely affect the liabilities of a Member,modify any consent and approval rights reserved by the Members or change the method of allocation of Net Income or Net Loss, Gain or Loss from Sale, or the distribution of funds available for distribution,shall require the approval of the Member affected. ARTICLE X. Registered Agent and Office Section 1. Registered Agent. The Managers may in their discretion select any person to be the Registered Agent of the Company. The Registered Agent need not be a Member. Initially,the Managers have selected Scott M.Ketchum,Esquire,as the Company's Registered Agent. The street address of such Registered Agent is 9180 Galleria Ct., Suite 400,Naples,FL 34109 Section 2. Principal Office. The street address of the Principal Office of the company shall be 1201 Piper Blvd., Suite 24,Naples,FL 34110. The street address may change from time to time as the Managers may decide. (Page 14 of 17) 16 E2 ARTICLE XL Miscellaneous Provisions Section 1. Miscellaneous Provisions. a. Captions. Captions contained in the Regulations are inserted only as a matter of convenience and in no way define,limit, extend or describe the scope of the Regulations or the intent of any provision hereof. b. Construction. Whenever the context may require,any pronouns used herein shall include the corresponding masculine,feminine or neuter forms,and the singular form of nouns and pronouns shall include the plural and vice versa. c. Entire Regulations. These Regulations embody the entire agreement and understanding between the Members with respect to the subject matter hereof, and supersede all prior agreements and understandings between such Members relating to the subject matter hereof. No amendment,modification, termination or waiver of any provision of the Regulations shall be effective unless the same shall be adopted as set forth herein in writing. d. Governing Law. These Regulations and the rights and liabilities of the parties shall be determined in accordance with the laws of Florida. e. Interpretation and Severability. The provisions of these Regulations shall be applied and interpreted in a manner consistent with each other so as to carry out the purposes and intent of the parties hereto,but if for any reason any provision hereof is determined to be unenforceable or invalid,such provision or such part thereof as may be unenforceable or invalid shall be deemed severed from the Regulations and the remaining provisions carried out with the same force and effect as if the severed provision or part thereof had not been a part of the Regulations. f. Headings and Subheadings. The headings and subheadings in these regulations are inserted for convenience of reference only and are not to be considered in construction of the provisions hereof. g. Personal Pronouns. In interpreting these Regulations,the singular pronoun shall be deemed to include the plural and the masculine pronoun shall be deemed to include the feminine and neuter as necessary. h. Personal Representatives. The executors, administrators or personal representatives of a deceased Member shall execute and deliver all necessary documents required to carry out the terms of these Regulations. i. Specific Performance. The parties hereby acknowledge that it is impossible to measure in money the damages which would accrue to a party hereto or to the personal representatives of a decedent by reason of a failure to perform any of the obligations under these Regulations. Therefore,if any party hereto,or the executors,administrators or personal representatives of a decedent,shall institute any action or proceeding to enforce the provisions hereof,any person(including the Company)against whom such action or proceeding is brought hereby waives the claim or defense therein that such party or such executors, administrators or personal representatives has or have an adequate remedy at law, and such person shall not urge in any such action or proceeding the claim or defense that such remedy at law exists. (Page 15 of 17) 16 E2 J. Successors. Subject to the limits on transferability contained herein, each and all of the covenants,terms provisions and agreements herein contained shall be binding upon and inure to the benefit of the successors,heirs,and assigns of the respective parties. k. Survival of Representations and Warranties. All representations and warranties herein shall survive until the termination of the Company, except to the extent that a representation or warranty expressly provides otherwise. 1. Transfers in Violation of Regulations. In the event any Member transfers or attempts to transfer any Interest other than in accordance with the provisions of these Regulations,the Company shall have no obligation to recognize such transfer or to record such transfer on the Company's books and records. m. Waiver. No waiver of any breach of these Regulations extended by any party hereto to any other party shall be construed as a waiver of any rights or remedies with respect to any subsequent breach. n. Counterparts and Facsimile Signatures. These Regulations may be executed in counterparts, each of which so executed shall be deemed an original,but all of which,when taken together, shall constitute one and the same agreement, binding upon the parties hereto, and their heirs, executors, administrators,successors and assigns. Any facsimile signatures hereof shall be binding and deemed original signatures. Section 2.Notices. a. Addresses. Each Member shall keep the other Members informed of his,her or its current address. The Members shall have the addresses furnished by the Members on file at the Company office. b. Communications. Any notice,payment, demand,consent, or communication required or permitted to be given by these Regulations shall be in writing and shall be deemed to have been sufficiently given or served for all purposes if delivered personally to the party or to an officer of the party to whom it is directed or if sent by registered or certified mail, postage and charges prepaid, addressed to the address contained in the records of the Company. c. Effective Date. Any such notice shall be deemed to be given on the date on which it was delivered personally or deposited in a regularly maintained receptacle for the deposit of United States mail, addressed as set forth above. Any Member may change the address of that party for purposes of the Regulations by giving the other Members notice of such change in the manner set forth above. Section 3. Managers as Attorney-in-fact. a. Appointment of Managers as Attorneys-In-Fact. Each Member irrevocably constitutes and appoints,with full power of substitution,the Managers,or either of them,to act as its true and lawful attorney- in-fact with full power and authority in its name,place and stead to execute, certify,acknowledge,deliver, swear to,file and record at the appropriate public offices such documents as may be necessary or appropriate to carry out the provisions of the Regulations,including but not limited to: (1) All certificates and other instruments(including counterparts of these Regulations) and any amendment thereof,which a Manager deems appropriate to form,qualify or continue the Company as (Page 16 of 17) 16E2 a limited liability company;and any other instrument or document which may be required to be filed by the Company under the laws of any state or which a Manager deems advisable to file; (2) All amendments to the Regulations adopted in accordance with the terms hereof and all instruments which the Managers deem appropriate to reflect a change or modification of the Company in accordance with the Regulations; and (3) Any instrument or document,including amendments to the Regulations,which maybe required to effect the continuation of the Company,the admission of a substituted Member or an additional or successor Member,or the dissolution and termination of the Company(provided the continuation,admission or dissolution and termination are in accordance with the Regulations). IN WITNESS WHEREOF,the initial Members have executed this instrument as of the date stated at the beginning. • P. obaica ` t `I I Ida 101 Cis' Jeffre ' \Pan, zo 0, .f „,„ , Charles .Bacon • (Page 17 of 17) 2018 FLORIDA LIMITED LIABILITY COMPANY ANNUAL REPORT FILED DOCUMENT# L15000086517 Mar 08, 2018 1 2 Entity Name: JUST LIKE FAMILY CONCIERGE MEDICAL TRANSPORT Secretary of State SERVICES, LLC CC4843721863 Current Principal Place of Business: 3200 BAILEY LANE, SUITE 117 NAPLES, FL 34105 Current Mailing Address: 1201 PIPER BLVD SUITE 24 NAPLES, FL 34110 US FEI Number: 47-4035850 Certificate of Status Desired: No Name and Address of Current Registered Agent: KETCHUM,SCOTT M 9180 GALLERIA CT. SUITE 400 NAPLES, FL 34109 US The above named entity submits this statement for the purpose of changing its registered office or registered agent,or both,in the State of Florida. SIGNATURE: SCOTT M KETCHUM 03/08/2018 Electronic Signature of Registered Agent Date Authorized Person(s) Detail : Title MANAGER Title MANAGER Name HOBAICA, PAUL J Name PANOZZO,JEFFREY A Address 1201 PIPER BLVD Address 1201 PIPER BLVD SUITE 24 SUITE 24 City-State-Zip: NAPLES FL 34110 City-State-Zip: NAPLES FL 34110 Title MANAGER Name BACON,CHARLES L Address 1201 PIPER BLVD SUITE 24 City-State-Zip: NAPLES FL 34110 I hereby certify that the information indicated on this report or supplemental report is true and accurate and that my electronic signature shall have the same legal effect as if made under oath,that I am a managing member or manager of the limited liability company or the receiver or trustee empowered to execute this report as required by Chapter 605,Florida Statutes;and that my name appears above,or on an attachment with all other like empowered. SIGNATURE: CHARLES L BACON MANAGER 03/08/2018 Electronic Signature of Signing Authorized Person(s)Detail Date 16 E2 OPERATING AGREEMENT AND REGULATIONS OF JUST LIKE FAMILY CONCIERGE MEDICAL TRANSPORT SERVICES,LLC, a Florida Limited Liability Company Effective Date: March 8,2018 ARTICLE I. Section 1. Name and Office of the Company. a. Name. The name of the Company is "JUST LIKE FAMILY CONCIERGE MEDICAL TRANSPORT SERVICES,LLC" b. Office of the Company. The principal place of business of the Company shall be: 1202 Piper Blvd., Suite 24,Naples,FL 34110. The specified office of the Company at which shall be kept the records required to be maintained by the Company under the Act shall be in the same place. Section 2. Business of the Company. The business of the Company shall be to engage in any legal and lawful purpose for which a limited liability company may be organized pursuant to the Act. ARTICLE II. Section 1.Definitions The following terms used in the Regulations shall (unless otherwise expressly provided herein or unless the context otherwise requires)have the following respective meanings: a. Act. The Florida Revised Limited Liability Company Act,as set forth in the Florida Statutes at F.S. § 605 et seq., as it may be amended or superseded from time to time. b. Articles of Organization. Articles of Organization shall mean the Articles of Organization of the Company filed with the State of Florida as of 15th day of May 2015. c. Bankrupt. Bankrupt shall mean a debtor under the federal bankruptcy law,insolvent under any state insolvency act,or as defined in the Act from time to time. d. Business. Business shall mean every trade, occupation or profession carried on by the Company. e. Capital Account. As of any date the capital account maintained for each Member under Article V, Section 5. f. Capital Contribution. The total amount of money and the agreed upon fair market value of property contributed to the Company by a Member or his, her or its predecessor in interest on the date of contribution,net of liabilities secured by that contributed property that the Company is considered to assume or to be subject to under Section 605.0402 of the Code. g. Code. The Internal Revenue Code of 1986, as amended. (Page 1 of 17) 16 E2 h. Company. The Company shall be JUST LIKE FAMILY CONCIERGE MEDICAL TRANSPORT SERVICES,LLC,a Florida Limited Liability Company. i. Interest. The ownership interest,expressed as a percentage,of a Member in the Company at any particular time,initially as set forth in Article V, Section 5,including the right of the Member to any and all benefits to which the Member is entitled and the obligations to which the Member is subject under the Regulations. j. Manager or Managers. A person or persons appointed or elected as Manager or Managers pursuant to Article VI, Section 1. The term Manager or Managers is intended to correspond to "manager" under the Act. Initially,Initially,Paul J.Hobaica,Jeffrey A.Panozzo and Charles L.Bacon shall serve as the Managers of the Company. k. Majority in Interest of the Members. The holders of a majority of the then-outstanding Units. 1. Members: Initially, CONCIERGE MEDICAL TRANSPORT SERVICES, LLC, and subsequently any other person or entity admitted as an additional Member or a Successor in Interest to an existing Member under these Regulations. - m. Net Income or Net Loss. The income or loss, as the case may be, of the Company for a period as determined in accordance with Sections 702(a) and 703(a)(1) of the Code, including each item of income, gain, loss or deduction required to be separately stated. n. Officers. A person appointed or elected pursuant to Article VI, Section 3. Officers are intended to be the Managers or agents of the Managers(who may be employees of the Company), to whom authority is delegated by the Managers under the Act. o. Regulations. This Operating Agreement and Regulations of the Company,as amended from time to time. The phrase Operating Agreement and Regulations is intended to correspond to "Regulations" under the Act. p. Successor In Interest. The person who succeeds to an Interest upon the death,incompetency, termination or Bankruptcy of a Member,or upon the Transfer of an Interest in part or in whole as provided herein. q. Transfer. The sale,assignment,disposition,exchange or other disposition of an Interest,in any manner,whether voluntary or involuntary, or by operation of law or otherwise. r. Treasury Regulations. The Treasury Regulations issued under the Code,as amended from time to time. s. Unit. A measure of a Member's Interest in the Company. Each Unit issued and outstanding in the hands of a Member shall represent an equal share of the entire Interest in the profits, losses, capital, ownership and voting in the Company. ARTICLE III. Section 1.Annual Meetings. Unless otherwise decided by resolution of the Members,annual meetings of the Members shall be held on the first Tuesday of the fourth(4th)month of each fiscal year of the Company if not (Page 2 of 17) 16Ea a legal holiday in the state in which the meeting shall be held,and if a legal holiday,then on the next business day following, beginning at 10:00 a.m., or at such other time and place as the Members may decide by resolution and designate in the notice of the meeting. If the annual meeting or the election of Managers is not held on the day designated in this Section 1 of Article III,the Members shall cause such election to occur at a meeting of the Members as soon thereafter as convenient. The annual meeting shall be for the purpose of electing the Managers and for transacting any other business which may properly come before the meeting. Section 2. Special Meetings. Special meetings of the Members, for any purpose or purposes, unless prescribed by statute or by the Articles of Organization of the Company,shall be held when called for by any Manager or when requested in writing by a Majority in Interest of the Members. Section 3. Place of Meetings. All meetings of the Members shall be held at such place within or without the State of Florida as shall be designated in the notice of meeting given pursuant to this Article III or in a duly executed waiver of notice thereof. Section 4. Notice of Meetings. Whenever Members are required or authorized to take any action at a meeting, a written notice of such meeting, stating the place,day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered no fewer than ten(10)nor more than sixty(60) days prior to the date set for such meeting, either by hand delivery or by first class mail, to each Member entitled to vote at such meeting. If mailed,such notice shall be deemed delivered three(3)days after deposit in the United States mail addressed to the Member at his, her or its address as it appears on the books of the Company,with first class postage prepaid thereon. A written and signed waiver by a Member of notice of a Members meeting,whether before or after the time stated thereon, shall be equivalent to the giving of such notice. Section 5.Consents. Personal presence of a Member shall not be required,provided a written consent to or rejection of such proposed action is submitted to the Manager presiding over the meeting. Attendance by a Member and voting in person at any meeting shall revoke any written consents or rejections of such Member submitted with respect to action proposed to be taken at such meeting. Submission of a later dated written consent or rejection with respect to any action shall revoke an earlier one as to such action. Every consent or rejection must be signed by the Member or his,her or its attorney-in-fact. All questions regarding the validity of consents or rejections shall be determined by the Manager presiding over the meeting. Section 6. Action by Written Consent. Any matter on which the Members are authorized to take action under law,the Articles of Organization or these Regulations may be taken by the Members without a meeting assembled if written consents to such action by the Members are signed by the Members entitled to vote upon such action at a meeting which constitutes a Majority in Interest of the Members or such greater or lesser ownership interest in the Company as may be required by law,by the Articles of Organization or by these Regulations for action. Section 7. Adjourned Meeting. Upon an adjournment of a meeting,it shall not be necessary to give any notice of the adjourned meeting, provided that the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and any business which might have been transacted on the original date of the meeting may be transacted at the adjourned meeting. If,however,after the adjournment,the Manager presiding over the meeting fixes a new record date for the adjourned meeting,a notice of the adjourned meeting shall be given as provided in Section 4 of this Article to each Member of record on the new record date entitled to vote at such meeting. Section 8. Member Quorum and Voting. A Majority in Interest of the Members,represented in person or by written consent,shall constitute a quorum at a meeting of Members,except as otherwise prescribed by law (Page 3 of 17) 16E2. or by the Articles of Organization of the Company. All Members present in person or represented by written consent at such meeting may continue to do business until adjournment,notwithstanding the withdrawal of enough Members to leave less than a quorum,except as prescribed by law or the Articles of Organization. If a quorum is present, the affirmative vote of greater than fifty percent(50%) of the Interest of the Members represented at the meeting and entitled to vote on the subject matter shall be the act of the Members unless otherwise provided by law,these Regulations or the Articles of Organization of the Company. All questions regarding the qualification of voters and the acceptance or rejection of votes shall be decided by the Manager presiding over the meeting. Section 9. Closing of Transfer Books or Fixing of Record Date. For the purpose of determining Members entitled to notice of or to vote at any meeting of Members or any adjournment or postponement thereof,or in order to make a determination of Members for any other proper purpose, a Manager of the Company may provide that the transfer books shall be closed for a stated period,but not to exceed,in any case,ten(10)days. If the transfer books shall be closed for the purpose of determining Members entitled to notice of or to vote at a meeting of Members,such books shall be closed for at least two(2)days immediately preceding such meeting. In lieu of closing the transfer books, a Manager may fix in advance a date as the record date for any such determination of Members,such date in any case to be not more than one(1)day and, in case of a meeting of Members, not less than ten (10) days prior to the date on which the particular action requiring such determination of Members is to be taken. If the transfer books are not closed and no record date is fixed for the determination of Members entitled to notice of or to vote at a meeting of Members, or Members entitled to receive a distribution, the date on which notice of the meeting is mailed shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Section 9 of Article III,such determination shall apply to any adjournment or postponement thereof. ARTICLE IV. Certificates of Membership Interest The Company shall have the power to issue certificates of membership interest in registered form representing ownership of an Interest in the Company("Certificates"). The denominations of the Certificates shall be in Units. Each Unit shall represent an equal share in all items of income,loss,distribution and voting with respect to the Company. Subject to the conditions and terms set forth herein for admission of Members, Certificates representing up to 10,000 Units may be(but need not be)issued to Members. Subject to the terms hereof, Certificates shall be transferable or interchangeable upon presentation at the office of the Company, properly endorsed or accompanied by an instrument of transfer and executed by the Member or his,her or its authorized attorney,together with the payment of any tax or governmental charge imposed upon the transfer of Certificates. The Company shall replace any mutilated, lost, stolen or destroyed Certificate upon proper identification satisfactory to the Company and payment of any charges incurred in such replacement. Upon an anticipated return of all or any portion of the capital of the Company contributed by a Member holding a Certificate, the Member shall surrender such Certificate or Certificates for appropriate adjustment prior to receipt of his,her or its capital contribution. ARTICLE V. Books of Account,Financial Statements and Fiscal Matters Section 1. Books of Account. The Managers shall keep adequate books of account of the Company, and there shall be recorded and reflected therein all of the capital contributions of the Members to the Company and all of the expenses and transactions of the Company. The books of account shall be kept at the principal place of business of the Company,and each Member and his,her or its authorized representative shall have,at • (Page 4 of 17) 16E2 reasonable times during normal business hours, free access to and the right to inspect and, at his, her or its expense, copy such books of account and all records of the Company, including a list of the names and addresses and Interests owned of each of the Members. All books and records of the Company shall be kept on the basis of an annual accounting period ending on December 31,except for the final accounting period which shall end on the dissolution or termination of the Company without reconstitution. Section 2. Bank Accounts,Funds and Assets. The funds of the Company shall be deposited in such bank or banks as the Managers shall deem appropriate. Such funds shall be withdrawn only by the Managers. Section 3. Tax Returns and Reports. a. The Managers shall,at the Company's expense,shall cause income tax returns and reports for the Company to be prepared and timely filed with the appropriate authorities. b. -The Managers shall also, at the Company's expense,cause to be prepared and timely filed, with appropriate federal and state regulatory and administrative bodies, all reports required to be filed with such entities under then current applicable laws,rules and regulations. Any Member shall be provided with a copy of any such report upon request without expense to him or her. c. The Managers shall use its best efforts to cause the Company to deliver to each Member within sixty(60) days after the end of each taxable year the information relating to the Company necessary for the preparation of the Member's federal income tax return. d. Within ninety(90)days after the end of each fiscal year,The Managers shall deliver to each Member (i) a balance sheet as of the end of such fiscal year, together with related statements of income, Members' equity, and changes in fmancial position, and (ii)a report of the activity of the Company for such fiscal year. t. Tax Elections. The Managers may make all elections for federal income tax purposes. u. Tax Matters Partner. CONCIERGE MEDICAL TRANSPORT SERVICES, LLC is designated as the "Tax Matters Partner" for purposes of the Code. The Members may name a substitute or successor at any time. Section 4. No Third Party Beneficiaries. The foregoing provisions of this Section are not intended to be for the benefit of any creditor or other person to whom any debts,liabilities or obligations are owed by(or who otherwise has any claim against)the Company or any of the Members, and no creditor or other person shall obtain any right under any of the foregoing provisions or shall by reason of any of the foregoing provisions make any claim in respect of any debt,liability or obligation(or otherwise)against the Company or any of the Members. Section 5. Capital Account. a. General Provisions. (1) Each Member shall have a separate capital account which shall initially be credited with each Member's Capital Contributions(including prior advances by any Member)and which thereafter shall be credited, charged and otherwise at all times maintained in accordance with the tax accounting principles set forth in Treasury Regulations Section 1.704-1(b)(2)(iv),as those Treasury Regulations may be amended from time to time. The Members or the Managers shall also make any appropriate modifications to (Page 5 of 17) 16E2 the Capital Accounts in the event that unanticipated events otherwise cause the Company's Regulations not to comply with Treasury Regulations Section 1.704-1(b). (2) In the event that any Interest, whether in part or in whole, in the Company is Transferred in accordance with the terms of the Company's Articles of Organization or Regulations, the transferee shall succeed to the Capital Account of the transferorto the extent it relates to the transferred Interest. b. Additional Provisions as to Capital and Obligations (1) A Member shall not be entitled to any part of his or her Capital Account or to receive any distribution from the Company, except as set forth in these Regulations. (2) No Member shall be required to make any Capital Contributions to the Company other than as provided in these Regulations or in the Articles of Organization of the Company. (3) No interest shall be paid on the initial or any subsequent Capital Contribution to the Company, except as set forth in these Regulations. (4) If there is any basis adjustment pursuant to an election under Section 754 of the Code, then Capital Accounts shall be adjusted to the extent required by the Regulations. c. Names of Members and Interests. The names and initial Interests of the Members are as follows: NAME ADDRESS INTEREST CONCIERGE MEDICAL 4500 Executive Drive, Suite 205,Naples,FL 34119 100% TRANSPORT SERVICES,LLC In the event Members are added or deleted,the Interest of each affected Member shall be correspondingly re- calculated, unless additional Capital Contributions are made by such initial Members to maintain their applicable Interests. d. Initial Capital Contribution. The Members shall initially contribute as Capital Contributions to the Company the amount of cash as set forth opposite the name of each: INITIAL CAPITAL NAME CONTRIBUTION CONCIERGE MEDICAL TRANSPORT SERVICES,LLC $1,000.00 (Page 6 of 17) 16E2 Section 6. Income and Losses. a. In General (1) An individual income and loss account(an"income account")shall be maintained for each Member. (2) The Net Income or Net Loss of the Company,after providing for the expenses of the Company, shall be distributable or chargeable,as the case maybe,to each of the Members according to their respective Interest in the Company. Net Income and Net Losses shall be credited or debited to the individual Member income accounts as soon as practicable after the close of each fiscal year, or otherwise as may be agreed to by the Members. (3) If there is no balance in a Member's income account,Net losses shall be debited to the Member's Capital Account. If the Capital Account of a Member shall have been depleted by the debiting of Net Losses,future Net Income allocable to that Member shall not be credited to his,her or its income account until the depletion in his,her or its Capital Account shall have been made up,and such future Net Income shall be credited to his,her or its Capital Account until the depletion therein has been made up. After the depletion in such Member's Capital Account shall have been made up,the Member's share of any subsequent Net Income of the Company thereafter shall be credited to his,her or its income account. b. Funds Available for Distribution. All funds available for distribution shall be allocated and distributed among the Members in accordance with these Regulations. c. Allocations to Reflect Book-Value/Tax Disparity. In accordance with Section 704(c)of the Code and the Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Company shall,solely for tax purposes,be allocated among the Members so as to take into account any variation between the adjusted basis of such property to the Company for federal income tax purposes and its agreed upon fair market value at the time of contribution. In addition,if Company property is revalued and Capital Accounts are adjusted,then subsequent allocations of income,gain,loss and deduction for tax purposes with respect to the revalued property shall take into account the variation between the property's adjusted tax basis and book value in the same manner as under Section 704(c)of the Code and Regulations. d. Tax Credits. Tax credits shall be allocated among the Members in proportion to their respective Interests. Section 7. Dissolution and Liquidation. a. Net Income and Net Losses accruing during the course of the liquidation will continue to be allocated among the Members as set forth in Section 6 of this Article V. If any assets are distributed in kind, they shall be distributed on the basis of the fair market value thereof as determined in the same manner described in Article V, Section 9,and shall be deemed to have been sold at fair market value for purposes of the allocations under that Section. Unless the Members otherwise agree, there shall be distributed to the Members as tenants-in-common,an undivided interest in the assets equal to the distributions to which they are entitled under the aforementioned section. (Page 7 of 17) 16 E2 b. Any assets of the Company remaining after liquidation shall then be applied as follows: (1) First, to pay and discharge all the Company's debts and other liabilities not already satisfied. (2) Second,to establish a reserve for contingent liabilities of the Company,if any,in an amount agreed to by the Managers. (3) Lastly,the balance to the Members in proportion to their respective positive Capital Accounts in accordance with Treasury Regulations Section §1.704-1(b)(2)(ii)(b)(2). Section 8. Loans. Any Member may, but shall not be required to, make loans to the Company in such amounts,at such times and on such terms as maybe approved by resolution of each of the Members. No such loan shall be considered a contribution to capital. The Company shall not loan or advance funds to any Member, nor permit its assets to be encumbered to secure the obligations of a Member, without the prior consent of each of the other Members. Section 9. Distributions. All distributions shall be in accordance with the terms and conditions set forth in these Regulations. ARTICLE VI. Management of the Company Section 1. Managers. Control of the Company and all of its affairs shall be shared equally by the Managers. The Managers shall serve in such capacity annually until their successors are duly elected and qualified, or until such time as the Members otherwise designate a replacement or substitute by a vote of a Majority in Interest of the Members. The Members hereby delegate to each of the Managers of the Company the responsibility for the day-to-day management and ministerial acts of the Company. It is agreed that the general management and final determination of all questions relating to the usual daily business affairs and ministerial acts of the Company shall rest in each of the Managers of the Company. In this connection,and not by way of limitation, each Manager of the Company is authorized to do any and all things and to execute any and all documents, contracts, checks, evidence of indebtedness, security agreements, financing statements, etc., necessary or expedient to carry out and effectuate the purpose of the Company as expressed in these Regulations,unless otherwise provided elsewhere herein. All business arrangements entered into by either of the Managers shall be on such terms and conditions as generally would be characteristic of a businessman in similar circumstances exercising prudent and sound business judgment. The Managers of the Company shall devote such attention,and business capacity to the affairs of the Company as may be reasonably necessary. In this connection, the parties hereby acknowledge that the Managers of the Company may employ such other persons or entities who have more expertise in the business of the Company. All such employment and other costs and charges incurred by the Managers shall be paid by the Company. Section 2. Limitation on Authority of Manager. Notwithstanding the provisions set forth in Section 1 of this Article VI,without the prior written consent of all of the Managers,neither Manager shall alone have the authority with respect to the Company and this Agreement to: a. Do any act in contravention of this Agreement; b. Do any act which would make it impossible to carry on the business of the Company; (Page 8 of 17) 16 E2 c. Possess Company property or assign the right of the Company or its Members in specific Company property for other than a Company purpose; d. Make, execute, or deliver any general assignments for the benefit of creditors, or any bond, guaranty,indemnity bond, or surety bond; e. Confess a judgment against the Company; f. Amend or otherwise change these Regulations so as to materially and adversely modify the rights or obligations of the Members as set forth herein; g. Create any personal liability for any Member other than that personal liability for which any Member may have agreed to in writing;or h. Mortgage,pledge, collateralize, lien or to encumber in any way any property owned by the Company. Section 3. Election of Officers. a. The Managers may unanimously designate or elect one or more Officers with such titles as they shall determine,and delegate to such officers such aspects of the management,conduct and operation of the Company business as the Managers may unanimously determine,subject to any limitations contained in these Regulations,the Articles of Organization and the Act. b. Any and all actions permissible by the Regulations,Articles of Organization or the Act,may be executed by the Officers if so delegated by the unanimous consent of the Managers. Section 4. Execution of Documents. a. Unless otherwise provided elsewhere in these Regulations,any instrument may be executed and delivered on behalf of the Company by either of the Managers,including any deed,deed of trust,note or other evidence of indebtedness,lease agreement,security agreement,financing statement,contract of sale,or other instrument purporting to convey or encumber,in whole or in part,any or all of the assets of the Company,at any time held in its name,or any receipt or compromise or settlement agreement with respect to the accounts receivable and claims of the Company,and no other signature shall be required for any such instrument to be valid,binding and enforceable against the Company in accordance with its terms. All persons may rely thereon and shall be exonerated from any and all liability if they deal with a Manager on the basis of documents approved and executed on behalf of the Company by such Manager. • b. Any person dealing with the Company or either of its Managers may relyupon a certificate signed by either Manager as to: (3) the identity of the Members or Managers; (4) acts by the Members or Managers;or (5) any act or failure to act by the Company or as to any other matter whatsoever involving the Company, or any Member or Manager. • (Page 9 of 17) 16E2 . Section 5. Compensation and Reimbursement of Members and Managers. a. Except as otherwise provided,no Member or Manager shall receive any compensation for services rendered to the Company in his or her capacity as a Member or Manager unless otherwise expressly provided herein; b. The Managers shall be entitled to charge to the Company, or to be reimbursed by the Company, for all expenses incurred by them in connection with Company business; c. The Managers,upon unanimous vote,may provide for salaries or other remuneration to be paid to Members for any transactions engaged in with the Company, other than in such Member's capacity as a Member of the Company; and d. The Managers,and Officers,if any,shall only be entitled to compensation for their services to the Company as from time to time determined by the Managers and by the unanimous consent of the Members. Section 6. Transfer of Company Property. Real or personal property owned or purchased by the Company shall be held and owned, and conveyance shall be made, in the name of the Company. When authorized in accordance with the preceding section,instruments and documents providing for the acquisition,mortgage,or disposition of property of the Company shall be valid and binding upon the Company if they are executed by one or more Managers of the Company. Section 7. Authority of the Members and Managers to Deal with the Company. The Managers,by a unanimous decision,may engage any person,firm or corporation in which any Member or Manager may have an interest,for the performance of any and all services or purchase of goods or other property which may at any time be necessary,proper,convenient,or advisable in carrying on the business and affairs of the Company or disposing of some or all of its assets; provided, however, that the compensation or price therefor shall not materially exceed that prevailing in arm's length transactions by others rendering similar services on comparable transactions as an on-going activity in the same geographical area as the Property. Section 8. Authority of the Members and Managers to Engage in Other Businesses. Any of the Members or Managers may engage in and/or possess an interest in other business ventures of any nature and description, independently or with others,whether or not in competition with the Company; and neither the Company nor any of the other Members or Managers shall have any right by virtue of the Regulations, in or to any independent venture or to any income or profits derived therefrom. Neither a Member nor any Manager shall be obligated to present any particular investment opportunity to the Company even if such opportunity is of a character which,if presented to the Company,could be taken by the Company, and each Member and Manager shall have the right to take for his,her or its own account(individually or as a trustee)or to recommend to others any such particular investment opportunity. Section 9. Indemnification and Exculpation of Members and Managers. a. Indemnification. The Company shall indemnify to the fullest extent permitted by law any person who was or is a party or has threatened to be made a party to any threatened,pending or completed action,suit or proceeding,whether civil,criminal,administrative or investigative,by reason of the fact that he,she or it is a Manager of the Company,or is or was serving at the request of the Company as a director,officer,employee or agent of any other company,partnership,joint venture,trust or other enterprise. (Page 10 of 17) • 16 E2 b. Exculpation. The Members and Managers shall not be liable to the Company or to any other Member or Manager for or as a result of any act,omission or error in judgment that was taken,omitted or made by a Member or a Manager in accordance with the Act. In any proceeding brought or in the right of the Company or brought by or on behalf of Members of the Company, a Member or Manager shall have no liability for damages other than for willful misconduct or a knowing violation of the criminal law. ARTICLE VII. Section 1. Assignability of Company Interests a. Limitations. (1) Except as otherwise provided,no Member may withdraw or resign from the Company without the prior written consent of a Majority in Interest of the Members,including the Member proposing to withdraw or resign. The Members acknowledge and understand, and by their respective execution of this Agreement acknowledge and agree,that due to the limited scope of business engaged in by the Company,the specific intent of the Members is not to admit substitute Members to the Company except as may be expressly • provided herein. (2) Except as otherwise expressly provided herein,no Member may transfer all or any part of his,her or its Interest without the prior written consent of a Majority in Interest of the Members,including the Member proposing to make a transfer;provided,however,each Member shall have the right to sell,give,or bequeath all or any part of his,her or its Interest in the Company to any other Member without restriction of any kind. An individual Member shall also have the right to sell,give,or bequeath all or any part of his or her Interest to his or her spouse or children,or trustee for their benefit,provided such assignee shall become a party to this Agreement. A Member that is an entity shall likewise have the right to sell,give or transfer all or any part of its Interest to a majority equity owner in its company,or to such equity owner's spouse or children,or trustee for their benefit,provided such assignee shall become a party to this Agreement. The rights accorded each Member under this paragraph may also be exercised by any executor, administrator, personal representative, spouse or child who may have lawfully succeeded to his,her or its Interest. A Member may further assign his,her or its Interest to a corporation or other lawfully established entity in which he,she or it, or if an entity Member, its principal, owns and maintains a controlling interest, notwithstanding any other provision of this Agreement,provided such corporation or entity shall become a party to this Agreement. b. Successor in Interest. (1) Except as otherwise provided herein,any Successor in Interest is entitled to the full rights and benefits from ownership of his,her or its Interest as a Member in the Company only if all of the following conditions are satisfied: (a) The instrument of transfer sets forth the intention of the transferor that the transferee shall become a Member in place of the transferor with respect to the transferor's Interest. (b) The transferor and transferee shall execute and deliver such other instruments as the Managers may require, including written acceptance by the transferee of the terms of the Regulations and the power of attorney in the form described elsewhere herein. (c) The written consent of a Majority in Interest of the Members to the substitution shall have been obtained, which may be granted or withheld in the absolute discretion of each Member. (Page 11 of 17) 16 E2 (d) The transferee shall have paid all reasonable fees and costs incurred by the Company in connection with substitution as a Member,as reasonably determined by the Managers. (2) To the extent that a Successor in Interest has not met the above requirements provided in subsection(1)above,such person shall not be considered a Member,and the transferee of the Interest of the Member shall have no right to participate in the management of the business and affairs of the Company or to become a Member. The transferee shall be entitled to receive only the share of profits or other compensation by way of income and the return of contributions to which the transferor Member would otherwise be entitled. c. Pledge or Encumbrance of Interests. No Member may pledge or encumber all or any part of its Interest,in any manner;whether voluntarily or involuntarily,by operation of law or otherwise,without the unanimous consent of the Members. d. Transfer of Interest in the Event of Dispute or Disagreement Where There Are Two Or More Members. In the event that there shall be two or more Members, the following shall apply: The Members hereby agree that in order to avoid"deadlock"or"ill-will"in the event of dispute,disagreement or irreconcilable differences between the Members(a"Buy-out Event"),the following buy-out provisions shall control in such event, notwithstanding anything to the contrary that may contained herein. In the case of a Buy-out Event, a Member may offer in writing(the"Offering Member")to purchase the Interest of another Member(the"Non-Offering Member") at a price determined by the Offering Member. Within fifteen(15) days of receipt of said written notice from the Offering Member, the Non-Offering Member may then in writing either: (i)notify the Offering Member that it elects to sell its Interest to the Offering Member at the price offered,in which case the Non-Offering Member's Interest shall be sold to the Offering Member as soon as practicable thereafter; or(ii) notify the Offering Member that it instead wishes to purchase the Offering Member's Interest at the same price originally offered for the Non-Offering Member's Interest,in which case the Offering Member's Interest shall be sold to the Non-Offering Member as soon as practicable thereafter. ARTICLE VIII. Section 1. Death,Incompetency,Bankruptcy,Dissolution or Termination of a Member. a. Except as otherwise may be provided in this Section, upon the death, incompetency, bankruptcy,dissolution or termination of a Member(excluding a dissolution followed by the reconstitution of any corporate Member), the remaining Members,if any shall exist,shall each have the option,exercisable by notice to the personal representative, executor, administrator,guardian,trustee or other legal representative, within thirty(30) days after the event,to purchase the Member's entire Interest. However, if more than one Member exercises the option to purchase the Member's Interest,their exercise of the purchase option shall be deemed an election to purchase a portion of the Interest that is the ratio of the purchasing Member's Interest to the Interests of all purchasing members. b. Purchase Price. The purchase price of the Member's Interest shall be the fair market value as of the date of transfer,determined by an appraiser or appraisers mutually satisfactory to the Managers and the legal representative of the Member whose Interest is subject to purchase. c. Terms. The purchase price may be paid in cash or by promissory note. Any part of the purchase price of any sale hereunder not paid in cash at the applicable closing shall be evidenced by a negotiable promissory note executed by the purchasing Member(s) to the order of the appropriate party providing for interest at an interest rate equal to the Internal Revenue Service short-term Applicable Federal Rate determined under Section 1274(d) of the Internal Revenue Code for the month in which the transfer occurs,or if such rate is not then in existence,an interest rate equal to ten percent(10%)per annum,payable at each installment due date on the unpaid balance of said note. Said note shall also: (1) provide for acceleration (Page 12 of 17) 16 E2 of the due date of the unpaid balance if an installment of principal or interest is overdue for more than (20) days after the due date of same, at the option of the holder; (2)give the maker the option of prepayment in whole or in part of the balance due under said note without any penalty at any time; (3) provide for the payment of reasonable attorneys'fees and costs of collection in the event of default or in the event the note is placed in an attorney's hands for legal action;and (4)provide that the payee shall pay any taxes levied against the note or underlying debt evidenced thereby. d. Upon payment of the purchase price,whether all in cash or partly in cash plus note or solely by note, the selling Member or the estate thereof, whichever is applicable, shall assign and deliver the Interest being so sold and purchased to the purchaser or purchasers,together with the selling Member's Certificate(s) and all other instruments and papers necessary and proper to transfer full and complete legal title of such Interest. e. Failure to Exercise Option to Purchase. If no Member exercises the option to purchase the Interest of the deceased,incompetent,bankrupt dissolved or terminated Member conferred by this section,or to dissolve the Company, then the business of the Company shall continue without winding up the Company's affairs,but only upon the consent of all remaining Members. If there are no remaining Members,then Section 2 below shall apply. The personal representative, executor, administrator, guardian, trustee or other legal representative shall be a transferee of the former Member but not admitted,as a substituted Member,except in accordance with Article VII, Section 1, Subsection b. Section 2. Termination. a. Events Causing Dissolution and Winding Up. Any of the following events shall cause the dissolution and winding up of the Company: (1) Consent in writing by all of the Members. (2) Retirement,resignation,expulsion,bankruptcy or dissolution of a Member,unless the remaining members,if any shall exist,agree to continue the business of the Company pursuant to Subsection b. below. (3) Retirement,resignation,expulsion,bankruptcy or dissolution of all of the Members. (4) Any other event causing dissolution hereunder or under the Act, unless all of the remaining Members,if any shall exist,agree to continue the business of the Company pursuant to Subsection b.below. b. Election to Continue Company. (1) An event set forth in Subsection a.above shall not result in the dissolution,winding up and termination of the Company if, within ninety(90)days after the occurrence of that event,the remaining Members, if any shall exist,elect by unanimous written consent to continue the Company. (2) Notwithstanding anything in Subsection a. above to the contrary, if the unanimous written consent of the Members required is not obtained pursuant to Subsection b.(1), then, on a vote of a Majority in Interest of the Members,the Company's affairs shall not be wound up,and the dissolved Company shall be reconstituted on the terms and conditions of the Regulations. The Members,including those who do not vote to reconstitute the Company,shall be deemed to continue as Members in the reconstituted Company without payment for the value of their Interest as a result of the dissolution and reconstitution. (Page 13 of 17) l6Ea c. Winding Up Company Affairs. (1) Upon the occurrence of any of the events specified in Subsection a.,paragraphs(1)- (4)above,and the failure of the Members to continue the business under Subsection b.above,if applicable,the Managers shall windup the affairs of the Company by appointing a liquidating agent who will make a full and general accounting of the assets and liabilities of the Company. After the payment of, or provisions for,all debts of the Company, the proceeds of the sale of the Company assets or the Company assets shall be distributed to the Members in accordance with their Capital Accounts as set forth in Article V. (2) A reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to minimize the normal losses attendant upon a liquidation;provided,however,that in no event shall the liquidation of the assets of the Company,the payment of creditors,and the distribution of Company assets to the Members occur more than ninety(90)days after the occurrence of the event causing the dissolution of the Company. (3) The Company shall terminate when all assets of the Company have been sold and/or distributed and all affairs of the Company have been wound up. ARTICLE IX. Section 1. Amendments. a. General Amendments. Except as provided in Subsection b.below,the Regulations may be amended by the Members in any manner with the approval of a Majority in Interest of the Members. b. Changes Affecting Members. Notwithstanding Subsection a.above,any amendment to the Regulations that would adversely affect the federal income tax treatment to be afforded a Member,adversely affect the liabilities of a Member,modify any consent and approval rights reserved by the Members or change the method of allocation of Net Income or Net Loss, Gain or Loss from Sale, or the distribution of funds available for distribution, shall require the approval of the Member affected. ARTICLE X. Registered Agent and Office Section 1. Registered Agent. The Managers may in their discretion select any person to be the Registered Agent of the Company. The Registered Agent need not be a Member. Initially,the Managers have selected Scott M.Ketchum,Esquire,as the Company's Registered Agent. The street address of such Registered Agent is 9180 Galleria Ct., Suite 400,Naples,FL 34109 Section 2. Principal Office. The street address of the Principal Office of the company shall be 4500 Executive Drive, Suite 205, Naples, FL 34119. The street address may change from time to time as the Managers may decide. (Page 14 of 17) 16E2 ARTICLE XI. Miscellaneous Provisions Section 1. Miscellaneous Provisions. a. Captions. Captions contained in the Regulations are inserted only as a matter of convenience and in no way define, limit, extend or describe the scope of the Regulations or the intent of any provision hereof. b. Construction. Whenever the context may require,any pronouns used herein shall include the corresponding masculine,feminine or neuter forms,and the singular form of nouns and pronouns shall include the plural and vice versa. c. Entire Regulations. These Regulations embody the entire agreement and understanding between the Members with respect to the subject matter hereof, and supersede all prior agreements and understandings between such Members relating to the subject matter hereof. No amendment,modification, termination or waiver of any provision of the Regulations shall be effective unless the same shall be adopted as set forth herein in writing. d. Governing Law. These Regulations and the rights and liabilities of the parties shall be determined in accordance with the laws of Florida. e. Interpretation and Severability. The provisions of these Regulations shall be applied and interpreted in a manner consistent with each other so as to carry out the purposes and intent of the parties hereto,but if for any reason any provision hereof is determined to be unenforceable or invalid,such provision or such part thereof as may be unenforceable or invalid shall be deemed severed from the Regulations and the remaining provisions carried out with the same force and effect as if the severed provision or part thereof had not been a part of the Regulations. f. Headings and Subheadings. The headings and subheadings in these regulations are inserted for convenience of reference only and are not to be considered in construction of the provisions hereof. g. Personal Pronouns. In interpreting these Regulations,the singular pronoun shall be deemed to include the plural and the masculine pronoun shall be deemed to include the feminine and neuter as necessary. h. Personal Representatives. The executors, administrators or personal representatives of a deceased Member shall execute and deliver all necessary documents required to carry out the terms of these Regulations. i. Specific Performance. The parties hereby acknowledge that it is impossible to measure in money the damages which would accrue to a party hereto or to the personal representatives of a decedent by reason of a failure to perform any of the obligations under these Regulations. Therefore,if any party hereto,or the executors,administrators or personal representatives of a decedent,shall institute any action or proceeding to enforce the provisions hereof,any person(including the Company)against whom such action or proceeding is brought hereby waives the claim or defense therein that such party or such executors, administrators or personal representatives has or have an adequate remedy at law,and such person shall not urge in any such action or proceeding the claim or defense that such remedy at law exists. (Page 15 of 17) 16 E 2 j. Successors. Subject to the limits on transferability contained herein, each and all of the covenants,terms provisions and agreements herein contained shall be binding upon and inure to the benefit of the successors,heirs, and assigns of the respective parties. k. Survival of Representations and Warranties. All representations and warranties herein shall survive until the termination of the Company, except to the extent that a representation or warranty expressly provides otherwise. I. Transfers in Violation of Regulations. In the event any Member transfers or attempts to transfer any Interest other than in accordance with the provisions of these Regulations,the Company shall have no obligation to recognize such transfer or to record such transfer on the Company's books and records. m. Waiver. No waiver of any breach of these Regulations extended by any party hereto to any other party shall be construed as a waiver of any rights or remedies with respect to any subsequent breach. n. Counterparts and Facsimile Signatures. These Regulations may be executed in counterparts,each of which so executed shall be deemed an original,but all of which,when taken together, shall constitute one and the same agreement, binding upon the parties hereto, and their heirs, executors, administrators,successors and assigns. Any facsimile signatures hereof shall be binding and deemed original signatures. Section 2.Notices. • a. Addresses. Each Member shall keep the other Members informed of his,her or its current address. The Members shall have the addresses furnished by the Members on file at the Company office. b. Communications. Any notice,payment, demand, consent, or communication required or permitted to be given by these Regulations shall be in writing and shall be deemed to have been sufficiently given or served for all purposes if delivered personally to the party or to an officer of the party to whom it is directed or if sent by registered or certified mail, postage and charges prepaid, addressed to the address contained in the records of the Company. c. Effective Date. Any such notice shall be deemed to be given on the date on which it was delivered personally or deposited in a regularly maintained receptacle for the deposit of United States mail, addressed as set forth above. Any Member may change the address of that party for purposes of the Regulations by giving the other Members notice of such change in the manner set forth above. Section 3. Managers as Attorney-in-fact. a. Appointment of Managers as Attorneys-In-Fact. Each Member irrevocably constitutes and appoints,with full power of substitution,the Managers,or either of them,to act as its true and lawful attorney- in-fact with full power and authority in its name, place and stead to execute, certify, acknowledge, deliver, swear to,file and record at the appropriate public offices such documents as may be necessary or appropriate to carry out the provisions of the Regulations,including but not limited to: (1) All certificates and other instruments(including counterparts of these Regulations) and any amendment thereof,which a Manager deems appropriate to form,qualify or continue the Company as (Page 16 of 17) 16 E• 2 a limited liability company; and any other instrument or document which may be required to be filed by the Company under the laws of any state or which a Manager deems advisable to file; (2) All amendments to the Regulations adopted in accordance with the terms hereof and all instruments which the Managers deem appropriate to reflect a change or modification of the Company in accordance with the Regulations; and (3) Any instrument or document,including amendments to the Regulations,which maybe required to effect the continuation of the Company,the admission of a substituted Member or an additional or successor Member,or the dissolution and termination of the Company(provided the continuation,admission or dissolution and termination are in accordance with the Regulations). IN WITNESS WHEREOF,the initial Members have executed this instrument as of the date stated at the beginning. CONCIERGE MEDICAL TRANSPORT SERVICES,LLC, a Florida limited liability company By: Charles :!on, its Manager (Page 17 of 17) 16 E2 ASSIGNMENT OF MEMBERSHIP INTEREST For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Jacob Nassberg hereby assigns and transfers his entire one hundred percent (100%) membership interest in Just Like Family Concierge Medical Transport Services, LLC, a Florida limited liability company, to Concierge Medical Transpo - ces, LLC, a Florida limited liability company,effective as of March 8,2018. J.cob Nassberg Detail by Entity Name Pal 6° E Florida Department of State DIVISION OF CORPORATIONS Df/i )r/ Of ti .7 r r)1 `.lr1C.)I' nil ;i/r US!;a#tdl£ of I trirt.fri1 ss r r tt. Department of State / Division of Corporations / Search Records / Detail By Document Number/ Detail by Entity Name Florida Limited Liability Company CONCIERGE MEDICAL TRANSPORT SERVICES, LLC Filing Information Document Number L18000017508 FEI/EIN Number NONE Date Filed 01/19/2018 State FL Status ACTIVE Principal Address 1201 PIPER BLVD SUITE 24 NAPLES, FL 34110 Mailing Address 1201 PIPER BLVD SUITE 24 NAPLES, FL 34110 Registered Agent Name&Address KETCHUM, SCOTT M 9180 GALLERIA CT. SUITE 400 NAPLES, FL 34109 Authorized Person(s)Detail Name&Address Title MGR HOBAICA, PAUL J 1201 PIPER BLVD, SUITE 24 NAPLES, FL 34110 Title MGR PANOZZO, JEFFREY A 1201 PIPER BLVD, SUITE 24 NAPLES, FL 34110 Title MGR http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=Entity... 3/1 3/20 1 8 Detail by Entity Name Page 2 of 2 16 E2 BACON, CHARLES 1201 PIPER BLVD,SUITE 24 NAPLES, FL 34110 Annual Reports No Annual Reports Filed Document Images 01/19/2018--Florida Limited Liability View image in Par format Florida Department of State,Divitatto of Corp:0000nti http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=Entity... 3/13/2018 2 1,62E EXECUTIVE SUMMARY Recommendation to approve a Certificate of Public Convenience and Necessity for non- emergency inter-facility ambulance transports to Just Like Family Concierge Medical Transport Services, LLC to allow post-hospital intra-facility and inter-facility medical ambulance transfer services to continue after an ownership change. OBJECTIVE: To recognize a transfer in ownership of Just Like Family Concierge Medical Transport Services LLC ("Just Like Family") following the death of its principal owner operator, and proceed in the best interest of the public health, safety and welfare by granting a new Certificate of Public Convenience and Necessity-Class 2, Advanced Life Support(ALS) post-hospital, inter and intra-facility ambulance transfer services as required by Ordinance No. 04-12, Section 9. CONSIDERATIONS: On October 27, 2015, the Board of County Commissioners issued a Class 2 Certificate of Public Convenience and Necessity for non-emergency inter-facility ambulance transports to Just Like Family Concierge Medical Transport Services, LLC which has since been renewed and expires on October 31, 2018. A Class 2 operator provides post-hospital inter-facility medical transfer services, both within and outside the County. The Manager and his partners have created a limited liability company and are in the process of purchasing all of the stock of Just Like Family. Ordinance No. 04-12, Section 9, requires that a new COPCN be issued to continue the service under new ownership and states: The certificate granted by the Board shall be valid for one calendar year and shall be personal to the applicant and not transferable. In the case of a corporation, if there occurs such a transfer of stock or other incidents of ownership as to change the majority or largest stockholder, a new certificate must be applied for. Changes in the officers of the corporation will not require a new certificate. Accordingly, the Certificate holder has applied for a new COPCN. Staff has deemed the application as complete and recommends that the COPCN be issued for one year beginning upon completion of the transfer in ownership providing such transfer is completed no later than October 31, 2018; the expiration of the COPCN presently in effect. Staff was informed that if this item is approved, actions will be taken to transfer ownership as soon as practicable.No operational changes will be made. It is the opinion and findings of the Bureau of Emergency Services that this service is necessary and practical to provide additional medical transportation options to patients being transferred from hospital- to-hospital, hospital-to-home, or transport for clinical procedures, etc. It is reasonable to expect the services of an additional provider will assist in the anticipated future demands of the pace of the expanding number of nursing homes, rest homes and skilled care facilities as well as overall population growth. The expansion of additional non-emergency ambulance vehicles should reduce wait times for facilities and their patients during discharge and further reduce the calls for non-emergency service transport placed upon County EMS. County EMS has experienced a significant decrease in non- emergency transport requests which is preferred in order to allow for County EMS to focus on its pre- hospital emergency medical delivery. County EMS expects further reduction in non-emergency transport calls for service with the approval of this COPCN in light of the growth of additional facilities and beds. The COPCN holder operates three ambulances in service as part of this COPCN annual certificate. The COPCN holder reports that its local Florida certified Emergency Medical Technicians and 02,16 8E 2 Paramedics will operate under a medical protocol approved by Dr. Jeffrey A. Panozzo. The medical protocol adopted and utilized by Just Like Family Concierge Medical Transport LLC., is the approved common medical protocol utilized by Collier County EMS under the medical direction of Dr. Robert Tober. Neither Collier County, nor the Sheriff's 911 Center, receive or track such calls for non-emergency inter-facility service made between a hospital, nursing home, or doctor's office, etc. All estimates for calls for service are compiled from data provided by private providers and from the infrequent request for inter-facility transports to Collier County EMS when 911 is contacted for the dispatch of a Collier County EMS ambulance. Staff's broad estimates suggest that approximately 6,000 transports are typically handled by a Class 2 Certificate holder on an annual basis from current facilities in Collier County. A broad estimate of the over 500 beds reported in permitting for local construction could generate an additional 100-200 annual convalescent transports in the near future as additional facilities become operational. Staff does not have information as to the timing of beds and facility openings as referenced above. As a result of the market-place nature of the additional facilities and beds, the convalescent transport estimates are rudimentary at best. The County has no obligations to compensate a private ambulance provider for any services, nor does the County receive any revenue from service delivery by a private ambulance provider. Should the Board approve an annual Class 2 Certificate of Public Convenience and Necessity, the following provisions of the Certificate are recommended requirements: 1. Staff is recommending the COPCN be issued for one year beginning upon completion of the transfer in ownership which shall occur not later than October 31, 2018, the expiration of the COPCN presently in effect. 2. The COPCN shall be required to be renewed annually. Its renewal application is to be received by the County no later than 90 days prior to its expiration. 3. The COPCN holder will be required to work closely with Collier County EMS, Collier County Sheriffs 911 dispatch personnel, local licensed facilities and other responders to ensure that their entry into local and regional inter-facility ambulance transportation is properly coordinated and services appropriately represented. Collier County EMS shall be allowed to conduct any reasonable inspections or site visits and receive in a timely manner any statistical call volume information needed to evaluate services,monitor complaints and address any quality of care issues. If this item is not approved, the previously issued COPCN will continue until it expires so long as Just Like Family Concierge Medical Transport Services, LLC does not change ownership pursuant to Ordinance No. 04-12, Section 9. ADVISORY BOARD RECOMMENDATION: The Emergency Medical Authority has reviewed the application and by unanimous vote, supports the issuance of the COPCN. FISCAL IMPACT: There is no fiscal impact to the Board for the granting of this certificate. The Board is requested to accept and recognize as revenue in Fund(490)the $250.00 application fee with the corresponding application. GROWTH MANAGEMENT IMPACT: There is no Growth Management Impact resulting from this action. 1 02/27/2018 LEGAL CONSIDERATIONS: Legal counsel for the Manager and his partners informed our Office that Just Like Family Concierge Medical Transport Services, LLC will continue as the operator but that the entirety of its stock will be purchased by Concierge Medical Transport Services, LLC making it the controlling company, also known as Sole Member. The County Attorney's Office will hold the COPCN and Permit documents in escrow until closing of the transaction. Such transfer may be demonstrated by a new operating agreement and stock purchase. Once the transfer has occurred the COPCN and Permit will be finalized and routed for Chairman signature. Ordinance No. 04-12, Section 7 states: "The Board of County Commissioners shall not grant a certificate unless it shall find, after public hearing and based on competent evidence that each of the following standards has been satisfied: A. That there is a public necessity for the service. In making such determination, the Board of County Commissioners shall consider,as a minimum,the following factors: (1) The extent to which the proposed service is needed to improve the overall Emergency Medical Services(EMS)capabilities of the County. (2) The effect of the proposed service on existing services with respect to quality of service and cost of service. (3) The effect of the proposed service on the overall cost of EMS service in the County. (4) The effect of the proposed service on existing hospitals and other health care facilities. (5) The effect of the proposed service on personnel of existing services and the availability of sufficient qualified personnel in the local area to adequately staff all existing services. (6) That the applicant has sufficient knowledge and experience to properly operate the proposed service. B. That, if applicable,there is an adequate revenue base for the proposed service. C. That the proposed service will have sufficient personnel and equipment to adequately cover the proposed service area. Ordinance No. 04-12, Section 8 provides: "In making the determinations provided for in Section 7 above, the Board may, in its sole discretion, appoint a Hearing Officer to hold a public hearing and to make factual findings and conclusions as a result of the hearing. Should a Hearing Officer be appointed, said Hearing Officer shall render a written report to the Board within 30 days of the hearing, which report shall contain the officer's findings and conclusions of fact, and a recommended order. The findings and conclusions of fact shall be binding upon the Board, but the recommended order shall be advisory only." A copy of the application and staff comments are included with this Executive Summary. This item is approved for form and legality and requires a majority vote. -JAB RECOMMENDATION: That the Board of County Commissioners: 1. Accepts the findings of the Director of the Bureau of Emergency Services. 0140E2 2. Accepts the recommendations of the Emergency Medical Authority. 3. Issues the Certificate of Public Convenience and Necessity t o Just Like Family Concierge Medical Transport Services, LLC for one year beginning upon transfer in control which shall occur not later than October 31,2018,for up to(3)three ambulances. 4. Authorizes the Chairman to execute the Permit and Certificate. 5. Approves a Budget Amendment to recognize and appropriate the$250 application fee. Prepared by: Dan E. Summers,Director,Bureau of Emergency Services ATTACHMENT(S) 1. Just Like Family Resubmitted CoPCN Application (PDF) 2.2018 JLF Permit- signed new (PDF) 3.2018 JLF Certificate- signed new (PDF) 02,1,68E 2 COLLIER COUNTY Board of County Commissioners Item Number: 16.E.2 Doc ID: 4745 Item Summary: Recommendation to approve a Certificate of Public Convenience and Necessity for non-emergency inter-facility ambulance transports to Just Like Family Concierge Medical Transport Services, LLC to allow post-hospital intra-facility and inter-facility medical ambulance transfer services to continue after an ownership change. Meeting Date: 02/27/2018 Prepared by: Title: Executive Secretary—Emergency Management Name: Kathy Heinrichsberg 02/02/2018 12:18 PM Submitted by: Title: Division Director-Bureau of Emer Svc—Emergency Management Name: Daniel Summers 02/02/2018 12:18 PM Approved By: Review: Emergency Management Daniel Summers Additional Reviewer Completed 02/02/2018 12:19 PM Administrative Services Department Paula Brethauer Level 1 Division Reviewer Completed 02/02/2018 3:32 PM County Attorneys Office Jennifer Belpedio Level 2 Attorney of Record Review Completed 02/05/2018 10:53 AM Administrative Services Department Len Price Level 2 Division Administrator Review Completed 02/13/2018 4:45 PM Office of Management and Budget Valerie Fleming Level 3 OMB Gatekeeper Review Completed 02/14/2018 11:22 AM Office of Management and Budget Laura Wells Additional Reviewer Completed 02/14/2018 1:55 PM County Attorneys Office Jeffrey A.Klatzkow Level 3 County Attorneys Office Review Completed 02/20/2018 7:55 AM County Manager's Office Leo E.Ochs Level 4 County Manager Review Completed 02/20/2018 10:52 AM Board of County Commissioners MaryJo Brock Meeting Pending 02/27/2018 9:00 AM 16E2 BelpedioJennifer From: Scott Ketchum <sketchum@ketchum-law.com> Sent: Tuesday, March 13, 2018 3:37 PM To: BelpedioJennifer Cc: SummersDan; 'Charles Bacon' Subject: RE: Just Like Family Attachments: Operating Agreement-Executed-CONCIERGE MEDICAL TRANSPORT SERVICES, LLC.pdf; Operating Agreement-Executed-JUST LIKE FAMILY CONCIERGE MEDICAL TRANSPORT SERVICES, LLC.pdf; DOC665.pdf Jennifer Attached is the Operating Agreement for both entities. SUNBIZ only shows Managers now, not owners. -. Here is the basics: • JUST LIKE FAMILY CONCIERGE MEDICAL TRANSPORT SERVICES, LLC is 100% owned by CONCIERGE MEDICAL TRANSPORT SERVICES, LLC via Assignment of Membership Interest from Jacob Nassberg (copy attached) • CONCIERGE MEDICAL TRANSPORT SERVICES, LLC is owned by Paul J. Hobaica (40%), Jeffrey A. Panozzo (20%) and Charles L. Bacon (40%) • Paul J. Hobaica, Jeffrey A. Panozzo and Charles L. Bacon are so-managers of both entities Scott M. Ketchum Law Offices of Scott M. Ketchum,P.A. Plaza at the Galleria 9180 Galleria Ct., Suite 400 Naples, Florida 34109 239-592-5008 (Phone) 239-592-6003 (Facsimile) THIS MESSAGE IS INTENDED ONLY FOR USE BY THE INDIVIDUAL TO WHOM IT IS ADDRESSED AND MAY CONTAIN INFORMATION THAT IS PRIVILEGED, CONFIDENTIAL,AND EXEMPT FROM DISCLOSURE UNDER APPLICABLE LAW. If the reader of this message is not the intended recipient, or the employee or agent responsible for delivering the message to the intended recipient, you are hereby notified that any dissemination, distribution, forwarding, or copying of this communication is strictly prohibited. If you have received this communication in error, please notify the sender immediately and delete the original message immediately. Thank you. From: BelpedioJennifer<Jennifer.Belpedio@colliercountyfl.gov> Sent:Tuesday, March 13, 2018 2:28 PM To:Scott Ketchum <sketchum@ketchum-law.com> Cc:SummersDan <Daniel.Summers@colliercountyfl.gov>; 'Charles Bacon' <cbacon@jlfservices.com> Subject: RE:Just Like Family 1 Scott The COPCN and Permit were issued to Just Like Family Concierge Medical Transport Services LLC with Concierge Medical Transport Service LCC as its owner. When I routed the COPCN and Permit for signature I will include the Assignment of Membership Interest as the supporting document. As further support is there a Sunbiz record that shows Concierge Medical Transport Service LCC as the owner of Just Like Family Concierge Medical Transport Services LLC? If that is not typical in this kind of transaction that is fine just simply to make sure I have everything available. Best I can find is that the principals are the same in both these entities. Thanks! Jen From:Scott Ketchum [mailto:sketchum@ketchum-law.com] Sent:Tuesday, March 13, 2018 1:52 PM To: BelpedioJennifer<Jennifer.Belpedio@colliercountyfl.gov> Cc:SummersDan<Daniel.Summers@colliercountyfl.gov>; 'Charles Bacon'<cbacon@ilfservices.com> Subject: RE:Just Like Family Jennifer Yes, it closed last week. Attached is the assignment of membership interest and link to updated SUNBIZ page. Let me know if you need anything else, and thanks again for your help! http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirvtype=EntityName&directionType=Initial &sea rch Na m eOrder=J USTLI KE FAM I LYCO NCI E RG E M E DICAL%20L150000865170&aggregate Id=fla 1-115000086517- 2a b84629-5c9a-4768-863d- d2ba777f8454&searchTerm=lust%201ike%20family%20con&IistNameOrder=JUSTLIKEFAMILYCONCIERGEMEDICAL%20L1 50000865170 Scott M. Ketchum Law Offices of Scott M. Ketchum, P.A. Plaza at the Galleria 9180 Galleria Ct., Suite 400 Naples, Florida 34109 239-592-5008 (Phone) 239-592-6003 (Facsimile) THIS MESSAGE IS INTENDED ONLY FOR USE BY THE INDIVIDUAL TO WHOM IT IS ADDRESSED AND MAY CONTAIN INFORMATION THAT IS PRIVILEGED, CONFIDENTIAL,AND EXEMPT FROM DISCLOSURE UNDER APPLICABLE LAW. If the reader of this message is not the intended recipient, or the employee or agent responsible for delivering the message to the intended recipient,you are hereby notified that any dissemination, distribution, forwarding, or copying of this communication is strictly prohibited. If you have received this communication in error,please notify the sender immediately and delete the original message immediately. Thank you. 2 From: BelpedioJennifer<Jennifer.Belnedio@colliercountvfl.gov> 16 E2 Sent:Tuesday, March 13, 2018 1:44 PM To:Scott Ketchum <sketchum@ketchum-law.com> Cc:SummersDan<Daniel.Summers@colliercountyfl.gov>; Charles Bacon<cbacon@ilfservices.com> Subject: FW:Just Like Family Mr. Ketchum, The Just Like Family COPCN and Permit was presented with the attached executive summary on 2/2/18 and approved by the Board of County Commissioners. In relevant part,the executive summary states: LEGAL CONSIDERATIONS: Legal counsel for the Manager and his partners informed our Office that Just Like Family Concierge Medical Transport Services, LLC will continue as the operator but that the entirety of its stock will be purchased by Concierge Medical Transport Services, LLC making it the controlling company, also known as Sole Member. The County Attorney's Office will hold the COPCN and Permit documents in escrow until closing of the transaction_ Such transfer may be demonstrated by a new operating agreement and stock purchase_ Once the transfer has occurred the COPCN and Permit will be finalized and routed for Chairman signature. Our Office has a copy of the operating agreement, attached. I am writing to determine if the transaction has closed and if so,to request documents that evidence the transfer so we may route the COPCN and Permit for Chairman signature. Thank you for your help with this matter, J A. f3 eLpe obi o- Assistant County Attorney Collier County, Florida Under Florida Law, e-mail addresses are public records. If you do not want your e-mail address released in response to a public records request, do not send electronic mail to this entity. Instead, contact this office by telephone or in writing. 3