Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
#18-7482 Assumption Agreement (Kova Appraisal & Consulting Services)
ASSUMPTION AGREEMENT This Assumption Agreement is made and entered into on this 08th of , 2021 by and between KOVA Appraisal & Consulting Services, LLC d/b/a Carlson, orris & Associates ("KOVA" or "Contractor") and Collier County, a political subdivision of the State of Florida ("County"). WHEREAS, on April 23, 2019 (Agenda Item No. 16.A.1), the County entered into Agreement #18-7482 "Real Estate Appraisal and Consulting Services" with MPJ Real Estate Services, Inc., hereinafter referred to as "Agreement" and attached hereto as Exhibit "A"; and WHERAS, KOVA represents and warrants to the County that through an acquisition, KOVA is now the successor in interest to Agreement #18-7482 with the County (see Letter from CEO and Operating Agreement, attached as Exhibit "B"); and NOW THEREFORE, IN CONSIDERATION of the mutual promises in this Assumption Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, it is agreed as follows: 1. KOVA accepts and assumes all rights, duties, benefits, and obligations of the Contractor under the Agreement, as amended, including all existing and future obligations to pay and perform under the Agreement. 2. KOVA will promptly deliver to County evidence of insurance consistent with the Agreement. 3. Notices required under the Agreement to be sent to KOVA shall be directed to: KOVA Appraisal & Consulting Services, LLC d/b/a Carlson, Norris & Associates 1919 Courtney Drive, Suite 14 Fort Myers, FL 33901 Remit to: P.O. Box 110876, Naples, Florida 34108 Main Phone: (239) 777-3430 Attn: Michael P. Jonas, Managing Director Email: mjonas@carlsonnorris.com 4. Further supplements to, or modifications of, the Agreement shall be approved in writing by both parties. 5. The County hereby consents to KOVA assumption of the Agreement in order to continue the services provided under Agreement #18-7482. No waivers of performance or extensions of time to perform are granted or authorized. The County will treat KOVA as the Contractor for all purposes under the Agreement. Except as provided herein, all other terms and conditions of the Agreement remain in full force and effect. [21-PRC-04618/1625571/1] Page 1 of 2 Assumption Agreement to Agreement#18-7482 IN WITNESS WHEREOF, the undersigned have executed and delivered this Assumption Agreement effective as of the date first above written. KOVA App• isal & C ulting Services, LLC Contractor's Witnesses: d/b/a Cads n,Norris Associates j"r �- By: it W�itpess Signatu Sig e Print/Type wifness name 47/al 1/21,etP-l.--,' Print/Type Name �!�4�L MEHke Witness Sgii9t9re Title I1 It Print/Type witness name ATTEST: BOARD O COUNTY COMMISSIONERS l Crysta 'tig(*."1Xlerk of Courts COLLIE C TY,FLORIDA & Ca ptiQ1ler , :i J By: B �`, I a " ' PENNY TA OR, Chair '5S taS,tq Cch' • ty Clerk sig ail* Approv s to form and legality: Sall ar, ssistant County Attorney 111‘t\r‘N [21-PRC-04618/1625571/1] Page 2 of 2 l,., Assumption Agreement to Agreement#18-7482 i `) 11 Exhibit 11 PROFESSIONAL SERVICE AGREEMENT # 18-7482 for Real Estate Appraisal and Consulting Services THIS AGREEMENT, made and entered into on this 3(4 day o 'tt-- 2019 , by and between MPJ Real Estate Services authorized to do business in the State of Florida, whose business address is .205 Madison Drive, Naples, Florida 34110 , (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. The Agreement shall be for a three (3 ) year period, commencing U upon the date of Board approval U orvl, and terminating three ( 3 ) year(s) from that date or until all outstanding Purchase Order(s) issued prior to the expiration of the Agreement period have been completed or terminated. The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for two ( 2 ) additional one (1 ) year(s) periods. The County shall give the Contractor written notice of the County's intention to renew the Agreement term prior to the end of the Agreement term then in effect. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days, The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a U Purchase Order ❑ Notice to Proceed ❑ Wer-k-Order- 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions U Request for Proposal (RFP) E twit-gee to Bid-- IT-B ❑ Other ( ) # 18-7482 , including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. 0 The Contractor shall also provide services in accordance with Exhibit A - Scope of Services attached hereto. Page 1 of 14 Professional Service Agreement#2019-011 C�iC1 3.1 This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 3.2 The execution of this Agreement shall not be a commitment to the Contractor to order any minimum or maximum amount. The County shall order items/services as required but makes no guarantee as to the quantity, number, type or distribution of items/services that will be ordered or required by this Agreement. 3.3 ICI The procedure for obtaining Work under this Agreement is outlined in Exhibit A - Scope of Services attached hereto. 3A I I The-preeedufe-fef-ebtaining-Werk under-thi-s-Agr-eernent is-out�i-pred in I 18ther €-xhibi#/At#-aehrnent: 3-5 _ The-G©ue#-y-re-serves-the-- i-ght-te s-pecify--in-ee test-fer Quo at --the-period of-se mpletien;-sollcetion-of li quid ated-da-naages-in-the event-ef-Date--eoriapie##ors afld-the Knee-M-etbedelegy-seleeted-in-4—: 4. THE AGREEMENT SUM. The County shall pay the Contractor for the performance of this Agreement based on Work performed pursuant to the quoted price offered by the Contractor in response to a specific Request for Quotations and pursuant to the Price Methodology in Section 4.1. Payment will be made upon receipt of a proper invoice and upon approval by the County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". 4.1 Price Methodology (as selected below): • Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred from the County to the contractor; and, as a business practice there are no hourly or material invoices presented, rather, the contractor must perform to the satisfaction of the County's project manager before payment for the fixed price contract is authorized. Time-atad-Mat-er-ial -T-he-Gbunty-agrees-te-pay-the-non#-ranter-for-tine-atno nt-of-la-beF #+me-spent-by-the-cce.,tFete-Pc-empleyees-and-subcentraeteFs-to-perfor e-work-fih-u+nbeF ef-hour-&&-times hourly-rate), and for-materials and-eq-E4pment-used-in-t-he-project-{-eest-ef materials el-us-the contractor's--naafkup) This-methedelegy-is generally-used-in--projects in whieh-it-is-not-pessibie to aceur-atety-estimate-the-sip of-the-project r-wlaera-it is expected that-the project requirements-would--nest-likely--ehafge—Asa-general-business-pr-aet+ee; these-so htraets-inelt4d e-ba p-deco-nentati-en-ef-costs re-voices-would--inclose- nrber-ef heufs--wefked and b+fling-rate-by-pesi-ti-en*and-net company-(ef-subeeftFaetor) tine ping- er-payroll-feeofds-);matefiat-er-eq-ui-pmera#-inveiees, and-et-her-Fein-n Ott Fsabte-do menta-tion ter-the--orejeet- Page 2 of 14 Professional Service Agreement#2019-011 Unit Price: The County-og ees.-to--pay-a--fr-m-total-f+Xed-price-(-inclusive-of all-GG&ts7 in lading--labor-- aterlalsEegt i-ement-overhead;etc-,) for a repetitive product oc-sefvie-e deti-vered-E+e-instaila-tion--price-per"-ten--delivery-price-per--paekage-er-Gaf-ten;etc.). The +nvelee-react-identify the-unit-price and-the-number of units-reecivcd-(rye-contracter-i v-eemery er-c0st4veri-fiea-t{en}- 4.2 Any County agency may obtain services under this Agreement, provided sufficient funds are included in their budget(s). 4.3 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of the Agreement. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of"lashes" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. 44 I I Travel-a► d-Reirn-burnable-E-x-peruses-T-revel-and-Re{rnbursable-E-x-perlses must-be-a-ppfcued-In-advance-in-wdti-ng--by-thc Ceun-t-y- Tr vel-expenses--s11a-ll-be reify bufeed-as-per•Sect{en--1-1-2,064--F4-a-Stats- R-elifiewsements-shatl-beat-the-feltewi ng-rate Mileaage :•e44 -per--n9-+le gr-e-a1f _ $6-08 L-uneh $4-1-88 Dinner $4-9-80 Airfare Actual-ticket-eoct limited-te-teuri-St---er eeaeh-elese-fate Rental car Actual rental cost-limited-to compact OF standard-s i-ze--ve h iel es L-odg+ng Aetual Best of ledging at single eccupaney-rate-with a cap ef-ne-mere than-4-1-50-08-per-night P-arldng Actual--cost of pafking Tax-i-er•-A{f-per-tL-irneusin4 Actual-east of either—taxi-or---airport I1meus+ne Piei b-ufsable-items--other-than-travel-ex-peuses-sna-N-be-limited-te-the-felewing÷-telephone long-distance charges, fa-x-charges pheteeopy{ng charges and-pestagc. Reifndt +sable lte s-w+ll--be-pa-id-only-afterGen-traotef-has-Rrevldcd all reeeipte. Centrac-ter shall be cespensiblc for all-ether costs and-expenses a&seelated-with activities and •olieitatiens en entake;--pufo+iant-to-th+sAgreement 5. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is Page 3 of 14 Professional Service Agreement#2019-011 • exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531C. 6. NOTICES. All notices from the.County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following: Company Name: MPJ Real Estate Services Address: 205 Madison Drive Naples, Florida 34110 Authorized Agent: Michael Jones, Princpal Attention Name & Title: Telephone: (239) 777-3430 E-Mail(s): Michael.jones@mpjres.com All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: Board of County Commissioners for Collier County, Florida Division Director: Jay Ahmad Division Name: GMD- Transportation Engineering Division Address: 2885 S. Horseshoe Drive Naples, Florida 34104 Administrative Agent/PM: Harry Henderson Telephone: (239) 252-5847 E-Mail(s): Harry.Henderson@colliercountyfl.gov The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. The County will not be obligated to pay for any permits obtained by Subcontractors. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with Page 4 of 14 Professional Service Agreement#2019-011 C t.° ....... ... all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 10. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the as he Countythis Agreement, the County may terminate said per 9 Agreement for cause; further the County may terminate this Agreement for convenience with a thirty(30)day written notice. The County shall be the sole judge of non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 11. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INSURANCE. The Contractor shall provide insurance as follows: A. ! Commercial General Liability: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B I B.usi ►ess Auto hia-lattity-: Geveraffe shall have minimum limits of $ PeF 9ccurrence, Combined Single Limit fef Bod+ly--I P-reperty--Bamagc Liabf ' nelt c, Owne4-V- and Vchioles and Employee Non Owner-ship: C. Fill Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of$1,000,000 for each accident. Page 5 of 14 Professional Service Agreement 82019-011 451 6 D. DUI Professional Liability: Shall be maintained by the Contractor to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. Contractor waives its right of recovery against County as to any claims under this insurance. Such insurance shall have limits of not less than $ 1,000,000 each claim and aggregate. E- �] C be L-ia al+ty Gee se shall 4 ave—r1,4411 its-e#—$ pef occurrence. - [ Te ologY—€rf and--Onliss-wens: Coverag of $ perOeeur-Fenee- 6- Lj f be-r- -Qaverage-shall-have-r +ni-mum 1+tfi#s-ef-$ pe; aeQu rence. Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: thirty (30) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other Page 6 of 14 Professional Service Agreement#2019-011 v��1 rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor's obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the GMD-Transportation Engineering Division • 15. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. 16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Contractor's Proposal, Insurance Certificate(s), III Exhibit A Scope of Services, RFP/ _I.'-B/fl Other #18-7482 , including Exhibits, Attachments and Addenda/Addendum, subsequent quetes7 and n Other E---x-hibitiAttashment 17. APPLICABILITY. Sections corresponding to any checked box ( ■will expressly apply to the terms of this Agreement. 18. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 19. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. Page 7of14 Professional Service Agreement#2019-011 i `,r" 20. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. Page 8 of 14 Professional Service Agreement#2019-011 If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 21. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful Contractor extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful Contractor. 22. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 23. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 24. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. ,The mediation shall be attended by representatives of Contractor with full decision- making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 25. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 26. U KE-- RE-R s oM —T-h-e-Gentiactor's per-sennel-a-rid-maRage1ent--te-be utilized-fer--t-his pfejcct shall be kno pe-rfe-mq-ii eet-igati-ens assay-be-deemed ncccssafy-to ensufe that-eornpetent-persens-witl-be util • c Agreement. The Contractor shall as..ign as many people as neeessef-y-te-eemialete-the ser-v+ecs on a timely-basis,and-eac-h--pe•rsen assigned-shall-be available for an amet+iat-ef-time adequate te-meet•-the-required service dates. The Contractor sna. bang ess--the- ewing-eenelitiens are met: (1) Propesed fepiaeeme•ets-h>,,,�oabs#afirtia f-bettef-qualifications and/or experience. (2) that the--Get ty-Is-•ne anee_a•s-poseiblc. The Contractor shall make Page 9 of 14 Professional Service Agreement#2019-011 co er-etally-reasonable efforts to notify Collier-County-wi in-seven-(7) a -of-the-oha-Rge' The-Ce -ty-retains final approval of propeccd replacement personnel. III AGREEMENT STAFFING. The Contractor's personnel and management to be utilized for this Agreement shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Contractor shall assign as many people as necessary to complete required services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet required services. 27. II ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of solicitation the Contractor's Proposal, and/or the County's Board approved Executive Summary, the Contract Documents shall take precedence. Oo.DE-R-Oc a E--GE-D€NG-E4G-Fa-nt-Pan ed-)—E"thr,-e„e-e-v - Nf-any conflict-l3 the-ter-r s-of--any-ef-t-he-Goatraet--DeeumeRts an-Olaf-the Gou4Ityr'o--Beard-approved-E-xeeutive Summary, the per,�s-of-t eme I-take-precedence-eve he-ternary-of all other Contract Documents, except la lernental Conditie enoe ever-thee • t-M-the-terms of the Contract DeettmeRts eafet be Feeelved-b ap.pl4eafien-ef-the Supplement l , i r the AgreemeRt, the conflict shall-be-resolved-Wmpes+iag-the-more stricter costly obligation-under-the Contract Documents wen-the-Geri-tractor at-bounty&+ceretien- 28. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. 29. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four (4) years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which their background check Page 10 of 14 Professional Service Agreement 02019-011 i t ,C7. is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPS@colliergov.net) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of $500 per incident. (Intentionally left blank-signature page to follow) Page 11 of 14 Professional Service Agreement#2019-011 C Ao IN WITNESS WHEREOF, the parties hereto, have each, respectively, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA Crystal Kinzel, Clerk of Courts of the Circuit Court&Comptroller4019 I) / 'Aar. OA t iU4 By. Wit am L. McDaniel Jr. , Chairman Dated: '1 1344-ci (SEAL) ,`:" ?<: 'to Chairman's Contractor's"iNitii'aig: MPJ Real Estate Services Contractor (I,_ „ _ 27By: \,. �1.,.. (1 n actor' irst Witness Si na ure Y 01,1,11 eA,12 'sj 6.1.14.5 ','' 1)neva i JL ..ft...'� .. Pm-Hu S TType/print signature and titleT y e/prrtt \\( ayfit�ness namT VI, , 1� k� \{ �tr o t is Second it e s T y e rin itness nameT) •ro .dropnind Le ality: vow tmlAifk,_Cots (�ty i< —ey es ( Print Name Page 12 of 14 i Professional Service Agreement 112019-011 i Exhibit A Scope of Services III following this page (pages 1 through 1 ) this exhibit is not applicable Page 13 of 14 Professional Service Agreement 42019-011 18-7482 "Real Estate Appraisal and Consulting Services" SCOPE OF SERVICES Collier County has ongoing land acquisition efforts for road projects,utility projects,Conservation Collier land preservation efforts and other governmental needs. One of the most important components of these efforts involves appraisals and appraisal related activities. As such, the County established a pool of qualified appraisers who can provide a diverse level of services. Services shall include, but not limited to; • valuation of residential and commercial properties • partial acquisitions • condemnation appraisals • cost estimates, and • expert witness testimony These appraisers will be available to submit quotes on a not-to-exceed lump-sum basis. Quotes will be requested from the pool of appraisers selected for this agreement (solicitation#18-7482) and will be awarded a given assignment based upon a combination of lowest cost and qualifications as to which appraiser is best suited to provide such service. This will be based upon specific experience with similar properties and/or appraisal issues,quoted turn-times for completion of the work and potential litigation related factors associated with a given assignment. Once qualified, County staff will obtain a minimum of three quotes for each assignment. For work requiring unique experience or knowledge the County's Contract Administrative Agent may select a specific appraiser using the direct select method. When direct select is deemed necessary, a letter must be attached to the purchase order with sufficient detail to justify the need for a direct select. Such justification should identify the individual making the request, description of requirement and address why the requirement can only be fulfilled by the identified appraiser. The types of services typically required by the County range from short form comparable sales valuations of vacant parcels, to complex estimates of compensation due property owners arising from partial takings of property by the County, as well as estimates of any severance damages resulting there from. While some of the appraisals required by the County will be typical estimates of the market value of"whole" properties, the majority of the assignments will involve property owner compensation estimates as a result of partial takings from larger parent tracts. All appraisals must be submitted first to the County's Real Estate Services Department or TECM/ROW Department(depending on which department ordered the appraisal)electronically in DRAFT. Once the County has reviewed and approved the appraisal, the appraiser will be asked to electronically submit a final signed copy of the appraisal. Once the final signed version of the appraisal is sent, the appraiser may also submit an invoice to be reviewed/approved and processed for payment. Page 1 of 1 ,�y Other Exhibit/Attachment Description: ❑ following this page (pages through _) 14 this exhibit is not applicable i Page 14 of 14 Professional Service Agreement 42019-01 I I ' 1 ® DATE(MM/D D/YYYV) A�D CERTIFICATE OF LIABILITY INSURANCE 03/05/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER,THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(les)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). CONTACT Mary Remkus PRODUCER NAME: Kamm Insurance Group,Inc. PHONE (312)425-2354 FAX No (A/C,No,Eat): ( ) 300 S Wacker Drive suite 1000 E-MAIL mremkus@kammgroup.Com ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC N Chicago IL 60606 INSURER A: Twin City Fire Insurance Company INSURED INSURER B: MPJ Real Estate Services INSURER C: Michael P.Jonas INSURER 0: 205 Madison Drive INSURER E: Naples,FL 34110 INSURER F: COVERAGES CERTIFICATE NUMBER: CL193536745 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. AUUL BUSH POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MMIDDIYYYY) (MMIDD/YYYY) LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED 1,000,000 CLAIMS-MADE X OCCUR PREMISES{Ea occurrence) $ MED EXP(Any one person) $ 10,000 Y 83SBMAC790 03/05/2019 03/05/2020 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 PRO 00000 POLICY JECT LOC - , OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED 83SBMAC790 03/05/2019 03/05/2020 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ X AUTOS ONLY X AUTOS ONLY (Per accident) UMBRELLA LIAB - OCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ R.E.Appraiser E&0 016073979-06 018389876 06 11/01/2018 11/01/2019 ea claim 1,000,000 aggregate 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space is required) Collier County is Included in the general liability as Additional Insured in accordance with a written contract or written agreement only with respect to the ongoing operations of the Named Insured. General Liability is provided on a primary and noncontributory basis for the additional insured. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN Collier County Board of County Commissioners,OR, ACCORDANCE WITH THE POLICY PROVISIONS. Collier Cnty Gov.,OR Collier AUTHORIZED REPRESENTATIVE 3295 Taminani Trail E • Naples FL 34112 Lcufzi(.V�V A, � I U ©1988-2015 ACORD CORPORATION. All rights reserved. I ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD ® DATE(MMIDDNYYY) ACORD CERTIFICATE OF LIABILITY INSURANCE C 1/29/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(les)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Mary Remkus Kamm Insurance Group, Inc. PHONE 312-425-2354 A/c, No): fA/C.No.Exth t 300 S. Wacker Drive Ste 1000 E-MAIL mremkus@kammgroup.com ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# Chicago IL 60606 INSURER A:Lexington Ins. Co. INSURED INSURER B: MPJ Real Estate Services INSURERC: 205 Madison Drive INSURERD: INSURER E: Naples FL 34110 INSURERF: COVERAGES CERTIFICATE NUMBER:CL1912936493 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTVVITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENTWTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUER POLICY EFF POLICY EXP W LTR TYPE OF INSURANCE INSD VD POLICY NUMBER (MMIDDIYYYYI IM MlDDlYYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES(Ea occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PEA LOC PRODUCTS-COMP/OPAGG $ OTHER: $ AUTOMOBILE LIABILITY CO eBBINEDISINGLE LIMIT $ (EaANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS _ AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS _ AUTOS (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I RETENTION $ $ • WORKERS COMPENSATION PER OTH- STATUTE ER AND EMPLOYERS'LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S A R E Appraisers E & 0 01607379-06 018389876 06 11/1/2018 11/1/2019 ea claim 1,000,000 aggregate 1,000,000 i i DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space is requIred) I CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Collier County Board of County Commission THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. OR, Board of County Commissioners in Coll County, OR, Collier County Government, OR Collier County AUTHORIZED REPRESENTATIVE William Kamm/MR (UCXYNNg.rTtlmnit) I ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD INS025(201401) JIMMY PATRONIS CHIEF FINANICAL OFFICER STATE OF FLORIDA DEPARTMENT OF FINANCIAL SERVICES DIVISION OF WORKERS' COMPENSATION ** CERTIFICATE OF ELECTION TO BE EXEMPT FROM FLORIDA WORKERS' COMPENSATION LAW* * NON-CONSTRUCTION INDUSTRY EXEMPTION This certifies that the individual listed below has elected to be exempt from Florida Workers' Compensation law. EFFECTIVE DATE: 2/7/2019 EXPIRATION DATE: 2/6/2021 PERSON: MICHAEL P JONAS EMAIL: MPJONAS@GMAIL.COM FEIN: 811182557 BUSINESS NAME AND ADDRESS: MPJ REAL ESTATE SERVICES, INC. 205 MADISON DR NAPLES, FL 34110 SCOPE OF BUSINESS OR TRADE: Real Estate Appraisal CompanyEOutside Employees IMPORTANT:Pursuant to Chapter 440.05(14),F.S.,an officer of a corporation who elects exemption from this chapter by filing a certificate of election under this section may not recover benefits or compensation under this chapter.Pursuant to Chapter 440.05(12),F.S.,Certificates of election to be exempt...apply only within the scope of the business or trade listed on the notice of election to be exempt.Pursuant to Chapter 440.05(13),F.S.,Notices of election to be exempt and certificates of election to be exempt shall be subject to revocation if,at any time after the filing of the notice or the issuance of the certificate,the person named on the notice or certificate no longer meets the requirements of this section for issuance of a certificate.The department shall revoke a certificate at any time for failure of the person named on the certificate to meet the requirements of this section. DFS-F2-DWC-252 CERTIFICATE OF ELECTION TO BE EXEMPT REVISED 08-13 QUESTIONS?(850)413-1609 i K„s-r Exhibit'\ C*7 I 1 April 15, 2021 Collier County Procurement Services Division Attn:Priscilla Doria 3295 Tamiami Trail East,Bldg. C2 Naples,FL 34112 Re: KOVA Appraisal& Consulting Services,LLC Ms.Doria: On April 16, 2019,MPJ Real Estate Services,Inc.,a Florida corporation("MPJ"),sold,transferred,and conveyed substantially all of its assets to KOVA Appraisal&Consulting Services,LLC,a Florida limited liability company("KOVA"),and began operating under and as KOVA pursuant to that certain Operating Agreement of KOVA Appraisal&Consulting Services,LLC dated April 16,2019.KOVA does business under the fictitious name Carlson,Norris and Associates. /: Sincerely,':` r Anktiony 1.'Emma,Jr. \--CEO/Managing Member P.O. BOX 110876 I Naples,Florida 34108 T. 239.261.2627 I F. 239.261.5576 I www.kovapartners.com PROPERTY M ANAGEMENT 1 COMMERCIAL BROKERAGE 3 ASSET MA NAGEMENT KOVA APPRAISAL & CONSULTING SERVICES,LLC OPERATING AGREEMENT (a Florida Limited Liability Company) Dated as of April 16, 2019 THESE LIMITED LIABILITY COMPANY INTERESTS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933,AS AMENDED,OR UNDER THE SECURITIES LAWS OF ANY STATE IN RELIANCE UPON AN EXEMPTION THEREFROM. THESE SECURITIES HAVE NOT BEEN APPROVED BY THE SECURITIES REGULATORY AUTHORITY OF ANY STATE. THE SALE OR OTHER DISPOSITION OF THE MEMBERSHIP INTERESTS IS RESTRICTED, AS SET FORTH IN THIS OPERATING AGREEMENT, AND THE EFFECTIVENESS OF ANY SUCH SALE OR OTHER DISPOSITION MAY BE CONDITIONED UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND OTHER APPLICABLE STATE STATUTES. BY ACQUIRING THE MEMBERSHIP INTERESTS REPRESENTED BY THIS OPERATING AGREEMENT, THE MEMBERS REPRESENT THAT, EXCEPT AS PROVIDED IN THIS AGREEMENT, THEY WILL NOT SELL OR OTHERWISE DISPOSE OF THEIR INTERESTS WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID STATUTES AND THE RULES AND REGULATIONS THEREUNDER. KOVA APPRAISAL&CONSULTING SERVICES,LLC Operating Agreement Page I liability of the Company solely by reason of being a Member. Failure of the Company to observe any formalities or requirements relating to the exercise of its powers or the management of its business or affairs under this Operating Agreement or the Act shall not be grounds for imposing personal liability on the Members for any debts, liabilities,or obligations of the Company. Except as otherwise expressly required by law, the Members, in the Members' capacity as Members of the Company, shall have no liability in excess of (a) the amount of such Members' Capital Contributions, (b) such Members' share of any assets and undistributed profits of the Company, and (c) the amount of any distributions required to be returned under Section 605.0711, Florida Statutes. (9) Except as otherwise specifically provided herein, no Member may make a withdrawal from its capital account unless the Members by Majority vote agree to such withdrawal and, except as otherwise provided herein or agreed to by all the Members, all Members shall withdraw amounts in proportion to their respective Interests. c. Names of Members and Percentage Interests. The names and initial Interests of the Members are as follows: NAME ADDRESS UNITS INTEREST KOVA Commercial,LLC 9130 Galleria Ct. 70 70% Suite 100 Naples, FL 34109 MPJ Real Estate Services, Inc. 205 Madison Drive 30 30% Naples, Florida 34110 In the event Members are added or deleted, the Interest of each affected Member shall be correspondingly re-calculated pro rata. d. Additional Issuance of Interests. In order to create incentives for employees of the Company,raise additional capital,acquire assets, redeem or retire debt of the Company or for any other purpose, the Company may issue Interests in addition to those issued as of the date of this Operating Agreement to any employee, Member or any other Person and may admit any such other Person to the Company as a Member,for the consideration,and on the terms and conditions, determined by the approval of a Majority of the Members. e. Initial Capital Contribution. The Members shall initially contribute as Capital Contributions to the Company the amount of cash or in-kind value as set forth opposite the name of each: INITIAL CAPITAL NAME CONTRIBUTION KOVA Commercial, LLC $45,000.00 cash KOVA APPRAISAL&CONSULTING SERVICES,LLC Operating Agreement Page 14 $50,000.00 attributable to the goodwill of KOVA Commercial, LLC Total: $95,000.00 MPJ Real Estate Services, Inc. $15,000.00 cash $25,710.00 attributable to the goodwill of MPJ. Total: $40,710.00 Section 7. Profit and Losses. a. The Net Profits and Net Losses of the Company for each Fiscal Year shall be determined in accordance with a generally accepted method of accounting as soon as practicable after the close of the fiscal year of the Company. Except as otherwise provided herein, the Net Profits and Net Losses of the Company, after providing for the expenses of the Company, shall be distributable or chargeable, as the case may be to the Members according to their respective Percentage Interests in the Company, pro rata. All items of Company income, gain, loss, deduction,and any other allocations not otherwise provided for in each Fiscal Year shall be divided among the Members in the same proportions as they share Net Profits or Net Losses, as the case may be, for such Fiscal Year. b. The Manager, on behalf of Company, shall maintain separate Capital Accounts for each Member throughout the full term of the Company in accordance with the Code and applicable Treasury Regulations. The Members acknowledge that the Code and the Treasury Regulations impose a number of requirements that must be satisfied in connection with allocations made by the Company (including a requirement that, in order for an allocation of an item of income, gain, loss, or deduction to be recognized for federal income tax purposes, the allocation must have "substantial economic effect" or otherwise must be in accordance with the Members' Interests in the Company). It is the intention of the Members that all allocations made under this Operating Agreement shall comply with those requirements and shall be made in manners consistent with Sections 704(b) and 704(c) of the Code and Sections 1.704-1 and 1.704-2 of the Treasury Regulations. In addition to any other steps which may need to be taken to implement that intention, and in connection with certain other special circumstances which might arise, allocations shall be made under the provisions of this Section. Section 8. Distributions. a. Distributions Generally. Except as provided herein, all distributions of Distributable Cash or other property shall be made to the Members pro rata in proportion to the respective Percentage Interest on the record date of such distribution. No Member shall have the right to demand and receive property other than cash irrespective of the nature of the Member's Capital Contribution(s). All amounts withheld pursuant to the Code or any provisions of state or local tax law with respect to any payment or distribution to the Members from the Company shall KOVA APPRAISAL&CONSULTING SERVICES,LLC Operating Agreement Page 15 IN WITNESS WHEREOF, the Members have executed this instrument as of the Effective Date set forth on Page 1 of this Operating Agreement. MEMBERS: KOVA CI`)MMEICIAL,LLC a Florida/limited li 'lity company By: 144E t. Anthony\4.yinma, Jr. ._ Manager MPJ REAL ESTATE SERVICES, INC., a Florida corporation By: 7, Michael P. Jonas President OPERATIONS MANAGER CONSENT AND ACCEPTANCE The undersigned consents to, and accepts,the designation of Operations Manager on the terms and conditions set forth in the foregoing Operating Agreement as of the date set forth below its signature. Michael P. Jonas Date: /'Z.Q f 1 ADMINISTRATIVE MANAGER CONSENT AND ACCEPTANCE The undersigned consents to,and accepts,the designation of Administrative Manager on the terms and conditions set forth in the foregoing Operating Agreement as of the date set forth below its signature. Anthony L. Emm . Jr Date: 3- Vif KOVA APPRAISAL&CONSULTING SERVICES,LLC Operating Agreement Page 33 rCAO Detail by Entity Name Page 1 of 2 Florida Department of State DIVISION OF CORPORATIONS I Id Dr/Liolt Jf .0*./.org CC)P.P 0 A'r'r an official itrup of Florida weL}itr Department of State / Division of Corporations / Search Records / Search by Entity Name / http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=Entity... 3/26/2021 sunbiz.org - Florida Department of State Page 1 of 1 Florida Department of State DIVISION OF CORPORATIONS Jrna/ 1 i of //////.org JJPPDt Avrrf0t (.j; tut u/fir•iul.ifuit of Florida weib • Previous on List Next on List Return to List Fictitious Name Search No Filing History Submit Fictitious Name Detail Fictitious Name CARLSON, NORRIS AND ASSOCIATES Filing Information Registration Number G19000064444 Status ACTIVE Filed Date 06/04/2019 Expiration Date 12/31/2024 Current Owners 1 County MULTIPLE Total Pages 1 Events Filed NONE FEI/EIN Number NONE Mailing Address 9130 GALLERIA COURT,SUITE 100 NAPLES,FL 34109 Owner Information KOVA APPRAISAL&CONSULTING SERVICES,LLC 9130 GALLERIA COURT,SUITE 100 NAPLES, FL 34109 FEI/EIN Number:84-1 833 1 07 Document Number: L19000104615 Document Images 06/04/2019--Fictitious Name Filing View image in PDF format Previous on List Next on List Return to List Fictitious Name Search No Filing History Submit Honda Department of State,Division of Corporations http://dos.sunbiz.org/scripts/ficidet.exe?action=DETREG&docnum=G 19000064444&rdoc... 3/26/2021 lONG A CERTIFICATE OF LIABILITY INSURANCE DATE(MMDD/YYYY) 04/08/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Aon Risk Sendces,Inc of Florida NAME: Aon Risk Services,Inc of Florida 1001 Brickell Bay Drive,Suite#1100 PHONE FAX Miami,FL 33131-4937 (A/C,No,Ext):833-506-1544 (A/C,No): EMAIL ADDRESS: certs@trinet.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: Indemnity Insurance Company of North America 43575 INSURED INSURER B: TriNet HR II-A,Inc. RE KOVA Appraisal&Consulting Services,LLC INSURER C: 9000 Town Center Parkway Bradenton,FL 34202 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 15300010 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY£FF POLICY EXP LIMITS LTR INSR WVD (MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES(Ea occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PROJECT LOC PRODUCTS-COMP/OP AGG $ OTHER AUTOMOBILECOMBINED SINGLE LIMIT LIABILITY (Ea accident) $ -ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED _AUTOS ONLY _AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY _ (Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DEC RETENTION$ WORKERS COMPENSATION X PER OTH- A AND EMPLOYERS'LIABILITY Y/N WLR_C68954149 03/01/2021 03/01/2022 STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? N N/A E.L.EACH ACCIDENT $ 2,000,000 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 2,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Workers Compensation coverage is limited to worksite employees of KOVA APPRAISAL&CONSULTING SERVICES,LLC through a co-employment agreement with TRINET HR II-A,INC.. Project:RE:For any and all work performed on behalf of Collier County CERTIFICATE HOLDER CANCELLATION Collier County Board of County Commissioners SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 3295 Tamiami Trail E. THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Naples,FL 34112 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE tl C4OR( IoA eetvieeb, 4Re of eflottda ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD A`R CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 4/6/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Brown &Brown Of Florida, Inc. NAME: 1421 Pine Ridge Road Suite 200 _(n/CC.NN.Eat):239-262-5143 FAX No): Na les FL 34109- E-MAIL p ADDRESS: certs@bbswFla.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Ohio Security Insurance Company 24082 INSURED 369811 INSURER B:Centauri Specialty Insurance Company 12573 KOVA Companies, et al -- c/o KOVA Property Management INSURER C:Hiscox Insurance Company Inc. 10200 9130 Galleria Ct, Ste 100 INSURER D:Travelers Casualty and Surety Company 19038 Naples FL 34109 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:918600572 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF PpOLICY EXP (MM/DD/YYW) (FAM/DD/YYYY) LIMITS B X COMMERCIAL GENERAL LIABILITY Y BOP0003054-00 12/27/2020 12/27/2021 EACH OCCURRENCE $2,000,000 _ CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence) $100,000 MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 POLICY PRO- JECT LOC PRODUCTS-COMP/OPAGG $4,000,000 _ OTHER: $ A AUTOMOBILE LIABILITY BAS62549991 2/13/2021 2/13/2022 (CEOMBIINdEDtSINGLE LIMIT $1,000,000 ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ X HIRED X NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER - ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBEREXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C Professional Liability MPL1934418.21 2/13/2021 12/27/2021 2,000,000 1,000,000 D Directors&Officers 106682254 2/27/2021 12/27/2021 1000000 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Kova Commercial,LLC, Kova Commercial of Fort Myers,LLC dba SVN Kova, Kova Commercial of Naples,LLC dba SVN Kova,Kova Golf Management, LLC, Kova Appraisal&Consulting Services,LLC,Kova Real Estate,LLC,SVN Alliance Property Management,LLC, Kova Companies,LLC,Kova Foundation& Insignia Real Estate Companies,LLC are named insureds. Collier County Board of County Commissioners,OR, Board of County Commissioners in Collier County,OR Collier County Government,OR,Collier County are noted as an additional insured for General Liability and Automobile Liability when agreed in written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Collier County Board of County Commissioners 3295 Tamiami Trail E. Naples FL 34112 AUTHORIZED REPRESENTATIVE iterlsolm..., 1 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD