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Home My WebLink About2nd Amendment 11/20/2013/ CRkoA M 7; FC0�10` AMY REAVILIN, CPA CLERK OF CIRCUR COURT & COMPTROLLER MONROE COUNTY, FLORIDA DATE: December 23, 2013 TO: David Hill, Director Project Management ATTN. Ann Riger FROM. Vitia Fernandez, D.41 ' At the November 20, 2013, )oard of County Commissioner's meeting the Board granted approval of Item C37 Second Amendment allowing a simple corporate name change and assignment of the Continuing Contract from MBI/K2M Architecture, Inc. to K2M Design, Inc. Enclosed is 4JOOW duplicate origina4 of the above - mentioned for your handling. Should you have any questions, please feel free to contact our office. cc: County Attorney Finance File 500 Whitehead Street Suite 101, PO Box 1980, Key West, FL 33040 Phone: 305 - 295 -3130 Fax: 305- 295 -3663 3117 Overseas Highway, Marathon, FL 33050 Phone: 305 -289 -6027 Fax: 305- 289 -6025 88820 Overseas Highway, Plantation Key, FL 33070 Phone: 852 -7145 Fax: 305- 852 -7146 0 2nd AMENDMENT TO CONTRACT FOR PROFESSIONAL SERVICES BETWEEN OWNER AND ARCHITECT /ENGINEER FOR THE CONTINUING CONTRACT AND CONSENT TO ASSIGNMENT This Second Amendment to Contract (herein after "Amendment ") between Owner and Architect /Engineer for the Continuing Contract for Professional Services ( "Contract "), entered into between Monroe County ( "Owner" or "County ") and MBI /K2M Architecture, Inc., hereafter Assignor, and K2M Design Inc.., hereafter Assignee, and ( "Architect /Engineer ") is made and entered into this 11 day of December 2013, in order to amend the Contract as follows: W ITN ESSETH WHEREAS, on December 16, 2009, the parties entered into a continuing contract for Professional Services, pursuant to Florida Statute 287.055 (2) (g) where services are to be rendered for projects in which the estimated construction costs of each individual project under the contract does not exceed Two Million dollars ($2,000,000.00), or for study activity if the fee for Professional Services for each individual study under the contract does not exceed Two Hundred Thousand Dollars ($200,000.00); and WHEREAS, the parties entered into a First Amendment dated November 20, 2013 renewing the continuing contract for the first of two one -year renewals effective December 16, 2013 and terminating December 16, 2014; and WHEREAS, effective June 1, 2013 MBI /K2M Architecture, Inc. Formally publicly changed it's name to K2M Design Inc.; NOW THEREFORE, in consideration of the mutual promises, covenants and agreements stated herein, and for other good and valuable consideration, the sufficiency of which hereby acknowledged, the Owner and Architect agree as follows: Effective June 1, 2013, the Continuing Contract for Professional Services between Monroe County and MBI /K2M Architecture, Inc. is amended to reflect the name change from MBI /K2M Architecture, Inc. to K2M Design, Inc. 2. inconsideration for such consent, the Assignee agrees to be bound by all the terms and conditions of the original agreement, as amended above. BALANCE OF PAGE INTENTIONALLY LEFT BLANK 11 Page s to 3. In all other respects, the original Continuing Contract dated December 16, 2009, and as renewed on November 20, 2013, remains unchanged. IN WITNESS WHEREOF, each party caused this Agreement to be executed by its duly authorized entative on the day and year first written above. HEAVILIN, CPA, CLERK BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA 01. - X � By: Mayor /Chairman WITNESS to Architect's Signature: By: �Dd2 Q D � JCN 4 Witness Signature P- ELSZIE u) ASS,1i) 0 n Print Witness Name Date: l ► I / c 40 e_ LO c} ly CZ) tl G ARCHITE By: K21VI Design, MONROE COUNTY ATTORNEY PROVED AS TOF-O )( �Z LZIZa 7 NATILEENE W. CASSEL ASSISTANT COUNTY ATTORNEY Date /2 — 1 0 - Q-,) I ? 21 Page Articles of'Amendment to Articles of Incorporation of MBI /K2M Architectu Inc. ( N11me of Corporation as currently filed with the Florida Dent of State) P05000048146 S (Document Number of Corporation (if known) Pursuant to the provisions of section 607.1006, Florida Statutes. this Florida Profit Corporation adopts the following amendment(s) to its Articles of Incorporation! A. If mending now& enter the new name of the erporation: K2M De sign, Inc. The new name must be distinguishable and contain the word "corporation, " "company. " or - incorporated" or the abbreviation .'Coro-.. "Inc., " or Co.," or the designation "Corp, " "Inc, " or "Co ". A professional corporation name must contain the word "chartered " "professional association, " or the abbreviation "PA, " B. Enter nw -principal offlee address. If fng liS11hle: (Principal of'lce address MUST BE A STREET ADDAM ) C. Enter new moiling address. if applicable: (Moiling address MA Y BE A POST OFFICE BOXI D. If atnendine the registered agent and/or registered office Address in Florida enter the na of the new registered anent and/or the new registered oMce address: Name of Yew Rggistered Arent /Florida streel address) New Registered Once A Florida (Crq� ✓"lip Code) New Registered Agent's Sloiature if changing Registered Agent: i hereby accept the appointment as registered agent I am fanti lies' with and accept the obligations ofthe position. Signature of New Registered Agent, if changing Page 1 of 4 If amending the Officers andlor Directors, enter the tide and wame of each officer /director being removed and title, name, and address of each Officer and/or Director befit added: (Attach additional sheets, if necessary) Please note the officer/director title by the first letter of the office title: P - President; V- rice President; T- Treasurer; S- Secretary; D- Director, TR- Trustee; C - Chairmon or Clerk; CEO - Chief Executive Officer; CFO - Chief Financial Officer. If an officer /director holds more than one title, list the first letter of each office held President, Treasurer, Director would be PTD. Changes should be noted in the fallowing manner. Currently John Doe is listed as the PST and Mike Jones is listed as the V. There is a change, Mike Jones leaves the corporation, Sally Smith is named the 1' and S. These should be noted as John Doe, PT as a Change. Mike Jones, Vas Reprove, and SaNy Smith, SV as an Add Example: X Change El John Doe Remove V Mike Jone X Add SY Sally Smith Tyne of Action M& Name Ad s (Check One) I) _ age Add i Remove 2) — Change Add Remove i 3) — Change Add Remove 4) _ Change Add Remove 3) _ Change Add Remove d) w Change Add Remove Page 2 of 4 w E. ijal"Adine or adding additional Articles enter chanaetal he (Attach additional sheets. if necessary). (Be specific) F. if ■n amendment nrovides for an exchanne. reclassification or "nceilntlon of issued shares. provisions for Implementing the amendment if Cot contained in the amendment itscif: (if not applicable, indicate N /A) Page 3 of 4 The date of eaeit ameedtaeat(s) adoption June 1, 2013 I Effective date if o�abie (no more than 90 days after amendmeni file date) Adoption of Ameadtnent(s) (CHECK ONE) 8 The amendments) wLVwem adopted by the shareholders. The number of votes cast for the arnendment(s) by the shareholders was/were suMcient for approval. ❑ The amendments) was/were approved by the shareholders through voting groups. The following statement must be separately providedfor each voting group entitled to vote separately on the amendment Is }: ' The number of votes cast for the amendment(s) was/were sufficient for approval by (voting group) ❑ The amendment(s) was/were adopted by the board of directors without shareholder action and shareholder action was not required. ❑ The amendment(s) was/were adopted by the incorporators without shareholder action and shareholder action was not required. 6 -15 -2013 8 Signature (By a directo , sident or other officer— if dire tors or officers have not been selected, by an incorporator — if in the hands of a receiver, trustee, or other court appointed fiduciary by that fiduciary) Shelly R. Le S alyia, Esq. (Typed or printed name of person signing) Attor -in -Fact (Title of person signing) Page 4 of 4 Z>. rj) a elm > � Li JF C) z LU w co co co co 0 O C) (D < EM m Uj uj 5 U) a W C') co ice rw 0 z C) co UJ Y > 00 R 0 2013 / 2014 MONROE COUNTY BUSINESS TAX RECEIPT EXPIRES SEPTEMBER 30, 2014 RECEIPT# 47161 - 103202 Business Name: MBI /K2M ARCHITECTURE, INC Owner Name: MICHAEL B INGRAM Business Location: 1001 WHITEHEAD ST Mailing Address: KEY WEST, FL 33040 1001 WHITEHEAD ST Business Phone: 305 - 292 -7722 KEY WEST, FL 33040 Business Typo: MISCELLANEOUS SERVICE (PARKING LOT) Employees 1 Tax Amount Transfer Fee Sub -Total Penalty Prior Years Collection Cost Total Paid 22.00 0.00 22.00 0.00 0.00 0.00 22.00 Paid 110 -12- 00002385 08/15/2013 22.00 THIS BECOMES A TAX RECEIPT Danise D. Henriquez, CFC, Tax Collector THIS IS ONLY A TAX. WHEN VALIDATED PO Box 1129, Key West, FL 33041 ET ALL COUNTY AND/OR MUNICIPALITY PLANNING AND ZONING REQUIREMENTS. MONROE COUNTY BUSINESS TAX RECEIPT P.O. Box 1129, Key West, FL 33041 -1129 EXPIRES SEPTEMBER 30, 2014 MBI /K2M ARCHITECTURE, INC RECEIPT# 47161 - 103202 Business Name: Business Location: 1001 WHITEHEAD ST Owner Name: MICHAEL B INGRAM KEY WEST, FL 33040 Mailing Address: 1001 WHITEHEAD ST Business Phone: 305- 292 -7722 KEY WEST, FL 33040 Business Type: MISCELLANEOUS SERVICE (PARKING LOT) Employees 1 ■ ! Tax Amount Transfer Fee Sub -Total Penalty Prior Years Collection Cost Tota�22. 22.00 0.00 22.D0 0.00 0.00 0.00 Paid 110 -12- 00002385 08/15/2013 22.00 i I i CERTIFICATE OF LIABILITY INSURANCE 0AEI " MA° ° " N " 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 CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(81, AUTHORIZED BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the pollcy(les) must be endorsed. If SUBROGATK)N IS WAIVED, subject to the terms and conditions of the policy, certain pollcles may require an endorsement A statement on this certificate does notconfar rights to the certHlcete holder in Ileu of such endorsements . PRODUCER - --- -- FAx The James B. Oswald Company HONE 1100 Superior Avenue, Suite 1500 ++IAI ra @QSwBldsXat]tAan Mm �PC hO Cleveland CH 44114 IN SURER(SIAFFORDING COVERAC NAIL/ fNSUREItA: 294Z4 INSUFLED MBIK2 -1 INSURER mbl -k2m Architecture, Inc. IN SU E 1001 Whitehead St., Suite 101 INSU o: -- -- Key West FL 33040 -7522 INS R INSURE F: COVERAGES CERTIFICATE NUMBER: 742285824 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUFD 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 POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. _0_F_SUCH POt.IC fiPF Aram LIMITS TYPE OF INSURANCE POLICY NUMBER I M AE A GENERAL LIABILITY IY Y 45SBA107008 (311412013 511102014 EACH OCCUR 81,000,000 E EE �X COMMERCIAL GENERAL LIABILITY ` B€t1€s1:QraltffM1 _, :1,060000_ CLAIMS -MADE I OCCUR MED EXP An one person $10 • Al Primary & PERSONAL& A CV INJURY 81 000 D00 • Non- CorMbulory GENERAL AGGREGATE $2,000,000 2 000 GENt AGGREGATEUMRAPPLIESPER: PRODUCTS -COMPIOPAGG 0.°0 POLICY X M X LOC I s A AUTOMOBILE UA91LrrY Y 4698A1070M 1412013 142014 �4 q6 0 BODILY INJURY (Per persm) 6 ANY AUTO ALL OWNED H SCHEDULED soolLY INJURY (Par sowerd) 8 AUTOS NON -OWNED X X PITY L eoddentl S HIREDAUTOS' AUTOS S X Al Primary A X UMSRELLA UAB X OCCUR Y 483BA107008 11412013 /142014 EACH OC CURRENCE $1,000,000 EXCESS LIM CLAIMS -MADE AGGREGATE _ S1,000 s_ DED X RET ION 10 000 S Exdudea Prufeeelonal A WORKERSCONPENSATION y 4 6SBA107U06 11412013 311412014 1 l A l ji X OH- STOPGAP AND EMPLOYERS' LUEILMY ANY PROP (ECUTNE E•L. EA ACCIDE 81000,000 FN NIA —__— __ E.L. DISEASE - EA EMPLOYE $1 00 00 ds It yys*ss sont*under DESL�RIPTION OF OPERAT10N8 below E.L. DISEASE -POLICY LIMIT 81000.000 B Profeeelanal Liability N Y AEE7204606 1312013 /1312014 Each Claim 31,000,00 Aggregate 11,000,000 reg Clalms Made Re" Date: 91112001 DESCRIPTION OF OPERATIONS) LOCATICNS I VEHICLES (Atlech ACORD 101, AdLiftnel Remarks Schedule, If more space le required) Additional Insured and Waiver of Subrogation as designated above is provided when requi Of Namq Insured by written contract or a regiment, AP i Marathon Airport Customs and Border. Mk -13008 BY DA WAi _. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES SE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Monroe Coun ACCORDANCE WITH THE POLICY PROVISIONS. Attn Ann M. R(ger AUTHORIZED REPRESENTATIVE 1100 Simonton Street, Room 2 -218 Key West FL 33040 ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD