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3rd Amendment 06/20/2018 DATE: July 17th, 2018 TO: Tammy Sweeting Project Management FROM: Sally M. Abrams, D.C. th SUBJECT: June 20, BOCC Meeting - Approved Agenda Item Attached is an electronic copy of the executed agenda item listed below. C26 Board granted approval and authorized execution of a Third Amendment allowing a corporate name change on the Continuing Contract Consultant Agreement for Professional Architectural and Engineering Services from Amec Foster Wheeler Environment & Infrastructure, Inc. to Wood Environment & Infrastructure Solutions, Inc. Please contact me at extension 3550 with any questions. cc: County Attorney [[769,2065,796,2121][11][,I,][Calibri]] Finance [[604,2121,631,2177][11][,I,][Calibri]] File THIRD AMENDMENT TO THE CONSULTANT AGREEMENT FOR PROFESSIONAL ARCHITECTURAL AND ENGINEERING SERVICES This Third Amendment ( "Amendment ") made and entered into this 20 day of June, 2018, by and between Monroe County, a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040, its successors and assigns, hereinafter referred to as "County ", through the Monroe County Board of County Commissioners ( "BOCC "), AND Amec Foster Wheeler Environment & Infrastructure, Inc., ( "Amec Foster Wheeler "), whose principal address is 1 105 Lakewood Parkway, Suite 300, Alpharetta, Georgia 30009, but for purposes of this Agreement, the address is 5845 NW 158 Street, Miami Lakes, Florida, 33014, its successors and assigns, hereinafter referred to as "Consultant ". WITNESSETH: WHEREAS, on the 18th day of March 2015, the parties entered into a Consultant Agreement for Professional Architectural and Engineering Services ( "Agreement "), pursuant to Florida Statute Sec. 287.055 (2) (g) to provide professional services for miscellaneous projects in which construction costs do not exceed Two Million and 00 /100 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 and 00 /100 Dollars ($200,000.00); and WHEREAS, Amec Foster Wheeler, is a foreign corporation, organized and existing under the laws of the State of Nevada, and authorized to do business in the State of Florida as a foreign corporation; and WHEREAS, County was notified by Amec Foster Wheeler that it changed the firm name to Wood Environment & Infrastructure Solutions, Inc. effective April 16, 2018, in the State of Nevada, and effective April 20, 2018, in the State of Florida upon the filing of a Name Change Amendment; and WHEREAS, this Amendment is needed only to reflect the new corporate name and will otherwise have no impact on the Agreement and Consultant will continue to perform all of its obligations under the Agreement; and 1 WHEREAS, it is in the mutual best interests of the County and Consultant to amend the Agreement to reflect this corporate name change; NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements stated herein and in the original Agreement, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Effective April 16, 2018, in the State of Nevada, and on April 20, 2018, in the State of Florida, Amec Foster Wheeler Environment & Infrastructure, Inc., changed its corporate name to Wood Environment & Infrastructure Solutions, Inc. (no other changes to the Federal Tax Identification Number (FEIN), corporate business address, bank accounts, wiring instructions, and other similar information), as evidenced by Exhibit "A" attached hereto and made a part hereof. 2. Consultant will continue to perform all of its duties, responsibilities, and obligations under the Agreement. 3. Where the corporate name, Amec Foster Wheeler Environment & Infrastructure, Inc., appears in the original Agreement, as amended, the name shall hereinafter be amended to read "Wood Environment & Infrastructure Solutions, Inc. " 4. Article VI, Personnel, paragraph 6.1 of the Agreement, is hereby amended to remove the name of Jose R. Perez, as Principal in Charge, on the personnel list attached to the Agreement, and substitute the name of Ricardo Fraxedas, as Principal in Charge. 5. The remaining provisions of the Agreement dated March 18, 2015, as amended, not inconsistent herewith, remain in full force and effect. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 2 wit. I -11..:;., s Ka; l rrL J: F qt _ 7 BOARD OF COUNTY COMMISSIONERS •� V_ ` _ ` MADOK, Clerk OF MONROE COUNTY, FLORIDA -::::.: 1 `...-'- mig.,,,,,,,...---- By ' I I . (.l • Al Ait, 5 By: De! ty Clerk Mayor /Chairman Date: to • DO '1 Date: • (g (SEAL) . CONSULTANT: " "' MAGGIE PROENZA- KANAKIS � Attest: s * �, 'sP "Y • AMEC FOSTER WHEELER r » *� Notary Public - S tate o Florida 41; . •_ My Comm. Expires Mar 20, 2019 i ENVIRONMENT & INFRASTRUCTURE, INC. 4.. �I:.�ac ommission Ff 1 79176 Witnesse1 t6 ��� • Itil��ed through Nat io nal N otary Assn. n/k/a WOOD ENVIRONMENT & INFRASTRUCTURE SOLUTIONS, INC. lit" � By: / A r M ggie Proenza- Kanakis 06 -06 -2018 Ricardo Fraxedas 06 -06 -2018 Print Name Date Print Name Date Title: Administrator Title: Office Manager Ashok Aitharaju 06 -06 -2018 Print Name Date MONROE COUNTY ATTORNEY'S OFFICE Title: Project Manager ......___ r PTO Ri p t._ PATRICIA FABLES ASSISTANT COUNTY ArRNEY 6261-4 1h�G ; 30�NOW DATE . 4 -5 -II 113 . N.13 4-13 69 :► ad Li lif wi 0 ua 18 813 4 03 3 c as. r ' i. , 4 •:1 > > a- Q4;;2o •014• 3 (GMT) - r • : 1 52i. • Prom. O.ra :[ - t oerrer NN •:•1r 17 `, 1 T hups• lesunbiznrgl p •• .i e 1 , O L; - r y 1 • .• •.• ,.... 1 : • • • ' _fir .. ; t • Florida Department of State - Division of Corporations Electronic Filing Cover Sheet r Note: Please print this page and use it as a cover sheet. Type the fax audit number (shown below) on the top and bonom of all pages of the document. (((H18000123806 3))) 11111111111111111 Hill HIII 11111 IIHI 1111111111 IMII 11111 111111111 IIlIfl 11111 Ulfl M1111111111 141600012300e3A80 Note: DO NOT hit the REFRESH /RELOAD button on your browser from this page. Doing so will generate another cover sheet. ' To: W.... Division of Corporations Fax Number : (850)617 -6380 .A� Prom R wH Account Name : CORPORATE CREATIONS INTERNATIONAL INC. Account Number : 110432003053 ape 2 3 1416 Phone : (561)694 -8107 Fax Number : (561)694 -1639 **Enter the email address for this business entity to be used for future anneal report mailings. Enter only one email address please.** ` j - Neail Address: — .- t I z ":: COR AMND/RESTATE/CORRECT OR O/D RESIGN =' -' ' trt , 00 - >- M AEC FOSTER WHEELER ENVIRONMENT & r - t: mo -, c:i o ' =‘,-, INF IN .:.•: -.1 - " CC c LW 'Certificate of Status 1 0 `.0 =`' v i— c � � .1 I- v 'Certified Copy l --..;, s ~ Page Count i 05 r m •� !Estimated Charge S35.OD i-• ;',- -41 EXHIBIT "A" 1ot 4/19 /18,1:11 PM • To FL Page 2 of 5 2018-04 20 20 53 33 (GMT) 15618282262 From Sarah Eictrelsdoerfer 850 -617 -6381 4/20/2018 6;52:40 AN PAGE 1/001 Fax Server t. ti April 20, 2018 t'l:s✓ FLORIDA DEPARTMENT OF STATE AMEC POSTER WHEELER ENVIRONMENT & D gi c iaFlaitiA ts , . 2020 WINSTON PARR DRIVE SUITE 700 OAKVILLE, ON L6E6X -7CA SUBJECT: AMEC FOSTER WHEELER ENVIRONMENT 6 INFRASTRUCTURE, INC. REP: F00000004389 We received your electronically transmitted document. However, the document has not been filed. Please make the following corrections and rafax the complete document, including the electronic filing cover sheet. A certificate or a document of similar import evidencing the amendment must be submitted with the application. The certificate should be authenticated as of a date not more than 90 days prior to delivery of the application to the Department of State by the Secretary of State or other official having custody of the records in the jurisdiction under the laws of which it is incorporated, formed, or organized. A translation of the certificate, under oath or affirmation of the translator, must be attached to a certificate which is not in English. Pleaee return your document, along with a copy of this letter, within 60 days or your filing will be considered abandoned. If you have any questions concerning the filing of your document, please call (850) 245 -6050. Rebekah White FAX Aud. E18000123806 Regulatory Specialist II Latter Number: 118A00008053 i~i = ti > a. U cv et "' LPL P.O BOX 6327 — Tallahassee, Ronda 32314 co w 1-r 1 , . To FL Page 3 of 5 2018 -04.20 20 53 33 (GMT) 15618282262 From Sarah E'idhe sdoerfer PROFIT CORPORATION APPLICATION BY FOREIGN PROFIT CORPORATION TO FILE AMENDMENT TO APPLICATION FOR AUTHORIZATION TO TRANSACT BUSINESS IN FLORIDA (Pursuant to s. 607.1504, F.S.) SECTION 1 (1 -3 MUST BE COMPLETED) F00000004389 (Document number of corporation (if known) 1 AMEC FOSTER WHEELER ENVIRONMENT A INFRASTRUCTURE. INC. (Name of corporation as it appears on the records of the Deportment of State) 2 Nevada 3. 08/03/2000 (Incorporated under laws of) (Date authorized to do business in Florida) SECTION 11 (4 -7 COMPLETE ONLY THE APPLICABLE CHANGFS) 4. If the amendment changes the name of the corporation, when was the change effected under the laws of its jurisdiction of incorporation? 3/26/20I8 5 Wood Environment & Infrastructure Solutions. Inc. (Name of corporation after the amendment, adding suffix ''corporation," "company;' or "incorporated,` or appropriate abbreviation, if not contained in new name of the corporation) (If new name is unavailable in Florida, enter alternate corporate name adopted for the purpose of t aasactttta business in Florida) „♦ - I OS 6. if the amendment changes the period of duration, indicate new period of duration. �� 1....: • u m . r1 r,r ta, j_,„ ,� -. (New dutauon) •• •..., �. r 7. if the amendment changes the jurisdiction of incorporation, indicate new jurisdiction w x C.) 1. co ' 0 (Newjunrdtetran) > n: V 8. Attached is a certi i • to or document of limit: Ai1e<'..rt, e v id o n in he b the Se nt, authenticated ot tt TC re than W days prior to • ir of the appticati• by tgry having custody .•rate records i sdicti• under the laws of whi it is incorporated, t (Signature r. mini • . • • er officer - if is the hands of a receiver or other court appointed fiduciary, by that fiduciary) Jenks Irizarry Attorney -in -Fat (Typed or printed name of person signing) (Title of person signing) To FL Page 4 of 5 2018.04.20 20 53 33 (GMT) 15618282252 From: Sarah Eidielsdoerfer ... , SP TA .�.. 0 . ' • .•.: '' 1 7 - : : ".• 1' - ' ''‘ .• :• ' • • . ' ' .- I CERTIFICATE OF NAME CHANGE - ' I, Barbara K. Ccgayske, the duly qualified and elected Nevada Secretary of State, do hereby certify that on March 26, 2018, a Certificate of Amendment to its Articles of Incorporation changing the i m name to WOOD ENVIRONMENT & INFRASTRUCTURE SOLUTIONS, INC , was filed in this office by AMEC FOSTER ER WHEELER ENVIRONMENT & INFRASTRUCTURE, INC.. ' Said change of name has been made in accordance with the laws of the State of Nevada and that . said Certificate of Amendment is now on file and of record in this office. S 'r,.,:;, IN w WHEREOF, 1 have hcrcunto set my i ` .. ` • . ' hand and affixed the Cheat Seal of State, at my ;1 - office on April Iii, 2018 • , l -..:1-1;1: — ......::::: tOktlitd---K.65.141.4_, Barbara K. Ccgayske • ' Certified By: Christine Rakow Secretary of State Certificate Number C20 0943 - 1 • r i :. . i :t i • • 4 ►k in. .41 al rl. 15618282262 From: Sarah E c helsdoerfer To Fl. Page 5 or 5 2018 -04•20 20 53 33 (GMT) 111111U111111IQ1111{11 ISARBARA K C&G11v8KE • Secretary of Stay , r?-1 -' 207 NoAA Cuaon Street : •, ' Carson CRy. Mande aaT01•4261 . (775 )6111•8701 - Filed in tic office Of t u.wwnl Numb" Webatte: vv°n :20180135367 - 66 Barbara K, of t:a Secretory o 03128120181 :45 PM CStatc State of Nevada Certificate of Amendment :c8316 -1994 (PURSUANT TO NRS 78.385 AND 78.390) tie[ er.aela DO( OMY -00 MDT 140W101T Mobil WACO Of roll *MCI VII ONLY Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) 1. Name of corporation: __ Amec Foster Wheeler Environment & infrastructure. inc. 2. The articles have been amended as follows: (amide erddenumbers. If'v06131 ' Article I: The name of the corporation is 'Wood Environment A Infoutrocture Solutions, foe.' 1 3. The vote by which the stockholders holding shares In the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of Incorporation' have voted in favor of the amendment 1009b 4 Effective data and time of filing: (optional) Oate: l April 16, 2018 ; Time: 12..-01:Oo AM PST' (must not be taro. gain 90 days after the certificate la Mad) 6. Signature: (required) .1.,r �' - • 4 if any vnit ad or change any preference cr any Warty', or ogler Agra Oven b any cam or sales of outstendtng • • • . must be approved by the vote, In Weldon to tiro atnrmanve vote otherwise required, of Me holders of stores • .. •• * mttiorfry or the voting power of each daa Of tortes effected by tee amendment retierdeae b Mutations or raetridio+u on the voting power thereof. IMPORTAN Fanturn to Include eery of the above Information end wbme with the proper tee* may cause IN* Wng to be relented. 1TY Ibrrn m1.d b. o coorllpanMd by iner :wise Has N..ade a.aet Wawa s tet. Arar ►tea,M« IMAra 14- IS s L RE,T A R Y OF , s TA T, 54 . 4r 1.11"im° fl vltR / 11 r t � r r N NEVADA STATE BUSINESS LICENSE WOOD ENVIRONMENT & INFRASTRUCTURE SOLUTIONS, INC. Nevada Business Identification # NV19941068472 Expiration Date: June 30, 2018 In accordance with Title 7 of Nevada Revised Statutes, pursuant to proper application duly filed and payment of appropriate prescribed fees, the above named is hereby granted a Nevada State Business License for business activities conducted within the State of Nevada. Valid until the expiration date listed unless suspended, revoked or cancelled in accordance with the provisions in Nevada Revised Statutes License is not transferable and Is not in lieu of any local business license, permit or registration IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, '. at my office on March 27, 2018 Barbara K Cegayske Secretary of State You may verify this license at www.nvsos.gov under the Nevada Business Search. License must be cancelled on or before its expiration date if business activity ceases. Failure to do so will result in late fees or penalties which by law cannot be waived. 41;41111 • AC CPR ® DATE (MM/DINYYYY) `� CERTIFICATE OF LIABILITY INSURANCE 3/30/2018 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). PRODUCER CONTACT A JG Service Team NAME: - . Arthur J. Gallagher Risk Management Services, Inc PHONE I FAX 250 Park Avenue, 5th Floor (A/c, No EXt); 212 994 -7100 ta/c ,N9), 212 - 994 -7047 E -MAIL New York NY 10177 ADDRESS. GGB.WSPUS.CERTREQUESTS @AJG.COM INSURERIS) AFFORDING COVERAGE NAIC P INSURER A :Zurich American Insurance Compan 16535 INSURED WSPGLOB -01 INSURERS:Liberty Insurance Corporation _ 8 2404 WSP USA Inc. INSURERC: One Penn Plaza - New York, NY 10119 INSURER INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 1027913216 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 SUBlt' – LTR TYPE OF INSURANCE INSD WVD POUCY NUMBER ( POLICY D/YYY (MM /DDIYYYYI LIMITS A x COMMERCIAL GENERAL LIABILITY V Y GL0983581905 4/1/2018 4/1/2019 EACH OCCURRENCE $2,000,000 © OCCUR PREMISES Ma CLAIMS -MADE PREMISES (Ea ocpa[ertre) 5300,001 X Contractual Liab MED EXP (Arty one person) 85,000 PERSONAL 8 ADV INJURY 82,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE 16,000,000 )--(– POLICY Ei PRO C I LOC PRODUCTS 52,000,000 -- OTHER: OTHER: __... 5 B AUTOMOBILE LIABILITY Y AS7621094060038 4/1/2018 4/1/2019 COMBINED SINGLE WAIT $ 2,000,000 (Ea accident) X ANY AUTO BODILY INJURY (Per person) 8 OWNED SCHEDULED ' AGEMEtIT AUTOS ONLY AUTOS AP BODILY INJURY (Per acddent) $ — AIRED NON-OWNED BY ,' / ' - (P e ac dent)AMAGE 8 AUTOS ONLY AUTOS ONLY DATE C} 'Al $ UMBRELLA UAB OCCUR EACH OCCURRENCE $ - EXCESS UAB ^— CLAMS-MADE WAIVER Ni ' YES__ AGGREGATE $ DED I 1 RETENTIONS 5 B WORKERS COMPENSATION WA762D094060018(AOS) 4/1/2018 4/1/2019 AND EMPLOYERS' LIABILITY I STATUTE ER X ANY PROPRIETOR/PARTNER /EXECUTIVE Y© N / A E.L EACH ACCIDENT 52,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory In NH) EL DISEASE - EA EMPLOYEE 82.000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $2.000,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached 11 more space is required) THIRTY (30) DAYS NOTICE OF CANCELLATION. RE: Project Number: 188922, 188922 - Construction Engineering and Inspection (CEI) Services for the Scenic Highway Overlooks at Big Pine Water Observation Platform and Reynolds Street Pier (Monroe County). Monroe County BOCC is included as Additional Insured as respects General Liability and Auto Liability policies, pursuant to and subject to the policy's terms, definitions, conditions and exclusions. Waiver of Subrogation applies to certificate holder, as respects General Liability policy pursuant to and subject to the policy's terms, definitions, conditions and exclusions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Monroe County BOCC THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1100 Simonton Street #2 -216 ACCORDANCE WITH THE POLICY PROVISIONS. Key West FL 33040 AUTHORIZED REPRESENTATIVE I © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD