Loading...
HomeMy WebLinkAboutExhibitUPFIT SERVICES UTILIMASTER. SPARTANMOTORS.COM October 11, 2019 Eduardo J. Falcon, CPPB Procurement Contracting Manager City of Miami 444 S.W. 2nd Ave 6th Floor Miami, FL 33130-1910 T: 305-416-1901 F: 305-400-5390 Efalcon�miamiaov.com Re: Agreement between City of Miami and Strobes -R -Us, Inc. for Purchase and/or Installation of Municipal Vehicle Equipment Citywide IFB No. 516388(21) (as subsequently amended, the "A;7reement") Dear Mr. Falcon: This letter is provided by Spartan Upfit Services, Inc., a Michigan corporation doing business as "Strobes -R -Us" (the "Assignee"), with reference to the Agreement. Effective December 17, 2018, the Assignee purchased substantially all of the assets, and assumed various obligations, of Strobes -R -Us, Inc., a Florida corporation that is now known as Su-R-Seborts, Inc. (the "Assignor"). The Assignor is the original party to the Agreement. In the December 2018 acquisition, the Assignee agreed to assume the obligations of the Assignor under the Agreement. Enclosed with this letter is an Assignment and Assumption of Agreement to be executed by Assignor, Assignee, and the City of Miami to document the City's consent to such assignment. The Assignee is a subsidiary of Spartan Motors, Inc., a Michigan corporation (Nasdaq: SPAR). If you would like more information about Spartan Motors, we would be happy to provide it. Sincerely, ;6:— 4:� Ryan L. Roney Chief Legal Officer of Spartan Motors, Inc. Secretary of Spartan Upfit Services, Inc. Enclosure ACCEPTANCE OF ASSIGNMENT AND ASSUMPTION OF CONTRACT This Assumption of Contract (Acceptance of Assignment) is entered into , 2019, between the City of Miami, a municipal corporation of the State of Florida ("City"), and Spartan Upfit Services, Inc., a foreign profit corporation authorized to conduct business in Florida ("Assignee"), with its principal place of business at 1541 Reynolds Road, Charlotte, Michigan 48813. WHEREAS, on or about August 31, 2017, the City added Su-R-Seborts, Inc., formerly known as Strobes -R -Us, Inc., a Florida profit corporation ("Assignor"), to Invitation for Bid ("IFB") No. 516388 as a qualified vendor to furnish and install Municipal Vehicle Equipment ("Contract"); WHEREAS, the Assignee, has acquired and assumed the Assignor's business interests, rights and responsibilities under the Contract and/or otherwise accepted the assignment of the Contract from the Assignor; WHEREAS, the City will consent to such assignment and assumption upon the terms and conditions herein; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI. TERMS: 1. RECITALS: The recitals herein are true and correct and are hereby incorporated into and made a part of this Acceptance of Assignment. 2. CITY'S CONSENT: The City hereby acknowledges and consents to this Assignment of the Contract between the City and Assignor to incorporate the Assignee to the Contract, contingent upon: (1) Assignor hereby grants, bargains, sells, conveys, transfers, assigns, and sets over its entire rights, and delegates its entire obligations under the Contract to Assignee. (2) Assignee hereby accepts the assignment and/or assumption of the Contract from Assignor and acknowledges and represents to the City that it will abide by and assume each and every term, obligation and condition of the Contract, including, but not limited to, each and every responsibility, duty and obligation of Assignor set forth in the Contract, on the date of this assignment and assumption of the Contract. (3) Execution of this Acceptance of Assignment. By execution of this Acceptance of Assignment the Assignee accepts all terms as set forth herein and affirms the authority the authorized signatory, who can and is binding the Assignee to these terms. (4) Execution of this Acceptance of Assignment. By execution of this Acceptance of Assignment the Assignee agrees to the Terms and Conditions and provisions contained in the solicitation and contained herein. 3. NOTICES: All notices or other communications required under this Contract shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other Party at the address indicated herein or to such other address as a Party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. TO ASSIGNEE: Ryan L. Roney Spartan Upfit Services, Inc. 1541 Reynolds Road Charlotte, MI 48813 TO THE CITY: Emilio T. Gonzalez, Ph.D. City Manager 444 SW 2nd Avenue, 10th Floor Miami, FL 33130 With copies to: Annie Perez, CPPO Procurement Director 444 SW 2nd Avenue, 6th Floor Miami, FL 33130 Victoria Mendez City Attorney 444 SW 2nd Avenue, Suite 945 Miami, FL 33130 4. GOVERNING CONDITIONS: Except as otherwise set forth herein, the terms and conditions of the Contract, shall remain in full force and effect between the Parties. In the case of a perceived conflict between the terms of the Contract and this assignment and assumption of the Contract, the terms of this assignment and assumption of the Contract shall govern. 5. The individuals executing this assignment and assumption of the Contract on behalf of Assignor, the Assignee and the City represent that they have full authority to execute this document on behalf of the entity which they represent. IN WITNESS WHEREOF, the provider hereto has caused this instrument to be executed by their respective officials thereunto duly authorized, as of the day and year first above written. ATT E S N cote Anne oodman Notary Public of Michigan Eaton County Expires toile H� A3tirsy in aha County of u. Forint Name: N! CnloQ. Title:( \� (Coq)ora1te - Seal) �l'lGr� 1'1'lan ATTESMART E. DIGIR1 AM0 �. + • ".otary Public - State of Florida IX y�. Commission p GG 335423 My Comm. Expires Jul 28, 2023 Bonded through National Notary Assn, By:_ -MA -I Dl "Assignee" Spartan Upfit Services, Inc., a foreign profit corporation conduct business in Florida By: Print Name: G.n ^ e -v Title: d'i;!' Le,sa 0 6��, "Assignor" authorized to Su-R-Seborts, Inc., formerly known as Strobes -R-U Inc., a Florida profit corporation By: Print Name: l�-1 (f'� Q� LA-,tiW Print Name: Title: iV () 1 Title: t r_ S (Corporate Seal) F_ "City" City of Miami, ATTEST: a Florida municipal corporation Todd B. Hannon, City Clerk APPROVED AS TO LEGAL FORM AND CORRECTNESS: Victoria Mendez City Attorney /9 - X,:59 in 3 Emilio T. Gonzalez, Ph.D., City Manager APPROVED AS TO INSURANCE REQUIREMEN TS : Ann -Marie Sharpe, ire or [de Risk Management partment Flonca Decaftment cf State i_ f, Deoarrr:ent of State / Divisicn o1 Coraoratlons / Search Re;ords / Detail By Document Number / Detail by FEI/EIN Number Foreign Profit Corporation SPARTAN UPFIT SERVICES, INC. Filinq Information Document Number F18000005551 FEI/EIN Number 35-2646349 Date Filed 12/04/2018 State MI Status ACTIVE Principal Address 1541 REYNOLDS ROAD CHARLOTTE, MI 48813 Mailina Address 1541 REYNOLDS ROAD CHARLOTTE, MI 48813 Reqistered Aaent Name & Address CT CORPORATION SYSTEM 1200 SOUTH PINE ISLAND ROAD PLANTATION, FL 33324 Officer/Director Detail Name & Address Title D ADAMS, DARYL 1541 REYNOLDS ROAD CHARLOTTE, MI 48813 Title DS RONEY, RYAN 1541 REYNOLDS ROAD CHARLOTTE, MI 48813 Title P ADAMS, DARYL M 1541 REYNOLDS ROAD CHARLOTTE, MI 48813 DIVISION ---F CORPORAPICNS Title T LONG, MATT 1541 REYNOLDS ROAD CHARLOTTE, MI 48813 Annual Reports No Annual Reports Filed Document Imaqes 1210,1%2018 — Foreign Proftl View image in PGF format Floncc .evert-ne^c 'r 5'ile. �i.:,ir.r, c; .^_tr�cr -�o:rc sr.K.f pE�ti� WOW% File ID #: 15-01594 Version: I City of Miami Master Report Resolution R-16-0009 Controlling Office of the City Body: Clerk City Hall 3500 Pan American Drive Miami, FL 33133 wvv-w.miamigov.com Enactment Date: 1,'14;16 Status: Passed Title: A RESOLUTION OF THE iv[IAIvfl CITY COMMISSION ACCEPTING THE BIDS RECEIVED OCTOBER 1.1, 2015, PURSUANT TO INVITATION FOR BID NO. 516388, FROM DANA SAFETY SUPPLY, INC. AND LESC, INC. D/B/A LAW ENFORCEMENT SUPPLY COMPANY, INC., THE RESPONSIVE AND RESPONSIBLE BIDDERS, FOR THE PURCRASE AND/OR INSTALLATION OF MUNICIPAL VEHICLE EQUIPMENT, ON A CITYWIDE, AS NEEDED CONTRACTUAL BASIS, FOR A PERIOD OF TWO (2) YEARS, WITH THE OPTION TO RENEW FOR THREE (3) ADDITIONAL ONE (1) YEAR PERIODS, ALLOCATING FUNDS FROM THE VARIOUS SOURCES OF FUNDS FROM THE USER DEPARTMENTS AND AGENCIES, SUBJECT TO THE AVAILABILITY OF FUNDS AND BUDGETARY APPROVAL AT THE TIME OF NEED; FURTHER AUTHORIZING ADDITIONAL SUPPLIERS TO BE ADDED TO THE CONTRACT AS DEEMED N THE BEST INTEREST OF THE CITY OF MIAMI. Reference: Introduced: 12/7/15 Name: Accept Bid - Municipal Vehicle Equipment Requester: Department of General Cost: Final Action: 1,14,16 Services Administration Notes: Sections: Indexes: Attachments: 15-01594 Summary Fom.pdf, 15-01594 Memo - Manager's Approval.pdf, 15-01594 Bid Tabulation.pdf, 15-01594 Bid Response - Dana Safety Supply Inc.pdf, 15-01594 Bid Response - Law Enforcement Supply.pdf, 15-01594 Corporate Detail.pdf, 15-01594 Invitation For Bid.pdf, 15-01594 Legislation.pdf Action History Ver. Acting Body Date Action Sent To Due Date Returned Result 1 Office of the City 12/28/15 Reviewed and Attorney Approved 1 City Commission 1/14/16 ADOPTED 1 City of Miami Page I Printed on U28,2016 A motion was made by Francis Suarez, seconded by Frank Carollo, that this matter be ADOPTED. The motion carried by the following vote: Ave: 5 - Wifredo (Willy) Gort, Ken Russell, Frank Carollo, Francis Suarez and Keon Hardemon Office of the Mayor 1/15/l6 Signed by the Mayor Office of the City Clerk Office of the City Clerk 115116 Signed and Attested by City Clerk City of Miami Page 2 Printed on 1"28.2016 A� ® CER1 :CATE OF LIABILITY INSURi _ "PE I DA 10/30/2019 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(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 I CONTAC'i Justin Haan Van Wyk Risk Solutions NAME:I ((PHONE 616-942-5070 FAX616-942-8199 2237 Wealthy Street SE EaMAILo. Ext1: (A/C, No): Suite 200 ADDRESS: certs@vanwykcorp.com Grand Rapids, MI 49506 I INSURER(S) AFFORDING COVERAGE I NAIC # INSURER A : Evanston Insurance Company 35378 1 INSURED Spartan Upfit Services, Inc. INSURER B : EaployerS Mutual Casualty Company 21415 1 2681 Harrmondvilie Rd I INSURER C : AXE Surplus Insurance Company 26620 Pompano Beach, FL 33069 I Travelers Insurance Company INSURER D : TlICmP y ( 19046 INSURER E: INSURER F: I I COVERAGES CERTIFICATE NUMBER: 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 ADULIsusk, PCJLICY EFF POLIOY EXP LTR'TYPE OF INSURANCE _ _ I IN $p yy�p + _ POLICY NUMBER _ J (MMCDD/YYY`O . (MMIDD/YYY`O I LIMITS ITS _ A I COMMERCIAL GENERAL LIABILITY Y I 3032215 12/17/2018 12/5/2019 I EACH OCCURRENCE $ 1,000,0001 CLAIMS-MADE ❑v' OCCLR I DAMAGERENTED I 50,0001 PREMISESS l (Ea occurrence) $ I� I MED EXP (Any one person) $ I PERSONAL &ADV INJURY $ 1,000,0001 DR, GENL AGGREGATE LIMIT APPLIES PER O I GENERAL AGGREGATE $ 2,000,000 ;POLICY 0 PRO LOC I PRODUCTS - COMPlOP AGG ! $ 2,000,000' �j JECT ! OTHER: $ B AUTOMOBILE LIABILITY Y 15E50626 12/1 $ i1 5\ I COMBINED SINGLE LIMIT I $ 1,000,000 (Ea accident) ANY AUro I 1 1 BODILY INJURY (Per person) I $ I OWNEDSCHEDULED BODILY INJURY (Per accident) Is I AUTOS ONLY AUTOS I I HIRED NON-OWNED I PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $ I I I Is 1 C I ` UMBRELLA LIASHCLAIMS-MADE OCCLR 'Y :P--001-000053765-01 12/17/2018 12/5/2019 EACH OCCURRENCE is 5,000,0001 �1EXCESS LIAB , I AGGREGATE I $ 5,000,0001 DED I I RETENTION $ 1 I I$ 1 D WORKERS COMPENSATIONI-UB-8L784250-19-51-K 4/1/2019 4/1/2020 I '.;� I s ER AME I I OT 1 AND EMPLOYERS' LIABILITY Y/ N ER ANY PROPRIETOR/PARTNER/EXECUTIVE I E.L. EACH ACCIDENT I $ 1,000,0001 OFFICERMEMBER EXCLUDED? F N / A (Mandatory in NH) I E.L. DISEASE- EAEMPLOYEEI $ 1000,0001 If yes. describe under DESCRIPTION OF OPERATIONS below I I E.L. DISEASE- POLICY LIMIT $ 1,000,0001 PiBr Occurrence:500,000 B !Garagekeepers Legal Liability 3C32215 12/17/2018 12/5/2019 Deductible (per unit) 5,000 I Deductible rr>ax per loss 25,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Cit/ of Mani is included as additional insured w Rh respects to general liability and auto liability per w ritten contract. Primary and non-contributory language included for general and auto liabikiy per w ritten contract. CERTIFICATE HOLDER Enail: clima@niarrigov.com City of Miam Procurement Department 444 SW 2nd Ave 6th Floor Mani, FL 33130 ACORD 25 (2016/03) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED W ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Detail by Entity Name Fonda JeoaiUnent of Sate Department of State / Division of Coroorstions / Searu Records / Detail cv Documen! dumber / Detail by Entity Name Florida Profit Corporation SU-R-SEBORTS, INC. Filing Information Document Number P04000087325 FEI/EIN Number 20-2790506 Date Filed 06/04/2004 State FL Status ACTIVE Last Event NAME CHANGE AMENDMENT Event Date Filed 12/26/2018 Event Effective Date NONE Principal Address 2681 HAMMONDVILLE ROAD POMPANO BEACH, FL 33069 Changed: 02/10/2014 Mailinq Address 2681 HAMMONDVILLE ROAD POMPANO BEACH, FL 33069 Changed: 02/10/2014 Reqistered Agent Name & Address SPIEGEL & UTRERA, P.A. 1840 SOUTHWEST 22 STREET, 4TH FLOOR MIAMI, FL 33145 Officer/Director Detail Name & Address Title DPST HANINA, TOMER R 2681 HAMMONDVILLE ROAD POMPANO BEACH, FL 33069 Title VP HANINA, JEFFREY M Page 1 of 2 Da` sioN OF CCRY"'=?�TiC-tiS http://search.sunbiz.org/lnquiry/CorporationSearchISearchResultDetail?inquirytype=Entity... ll/l/2019 Detail by Entity Name Paoe 2 of 2 2681 HAMMONDVILLE ROAD POMPANO BEACH, FL 33069 Annual Reports Report Year Filed Date 2017 01/09/2017 2018 01/16/2018 2019 02/07/2019 Document Imaqes 02:0712019 — ANNUAL REPORTI View image in PDF format 1126i2018 — Name Chance I View image in PDF format 01;16!2018 — ANNUAL REPORTI View image in PDF format 01:09-'2017 — ANNUAL REPORTI View image in PDF format 0111522016 — ANNUAL REPORTI View image in PDF format 0110912015 —ANNUAL REPORTI view image in PDF format G2f1012014 -- ANNUAL REPORTI View image in PGF format 01;25i2013 — ANNUAL REPORTI View image in PDF format I 03:30 22012 — ANNUAL REPORTI View image in PDF format I 0111212011 — ANNUAL R_POP,TI View image in PDF format 0110812010 — ANNUAL REPORTI View image in PDF formal 0313012009 — ANNUAL REPORT I View image in PDF format 04116,M038 —ANNUAL REPORTI View image in PDF format 04102'200' — AINNUAL REPORTI View image in PDF format 05:0112006 —ANNUAL REPORTI View image in PDF format 06115i2005 —ANNUAL REPORTI View image in PDF format 06;0412004 — Domestic Profit I View image in PDF format F.. de LOZrmarf C. 3.22._. ,i�.laar! of CCrr-Jrtr..)re http://search. sunbiz.orglInquiry/CorporationSearchISearchResultDetail?inquirytype=Entity... 11/1/2019 � � f i • 'S � �i 'k y_4 f.•' (Requester's Name) (Address) (Address) (City/State/Zip/Phone t;) 11 PICK-UP 11 WAIT (Business Entity Name) (Document Number) Certified Copies Certificates of Status Special Instructions to Filing Officer: MAIL Office Use Only � : v • 900322244709 i n --+r i N o r, w o r,7 r1i z- COVF;R LF11TR TO: Amendment Section Division of Corporations NAME OF CORPOR.•1T10\; STROBES -R -US, INC. DOCUMENT ,NUAiBER: P04000087325 The enclosed 4rficles ofArnerrrbnenf and fec are submitted for filing. Please return all correspondence concerning this matter to the Hollowing: Ruih E. Reick-ard Name of Contact Person Varnum LLP Firm/ Compam 333 Bridge Street. N.1V„ Suite 1700 :Address Grind Rapids, ill 49504 City/ State and Zip Cade tom a srus.cont E-mail address: (to be used for future annual report notification) For further information concerning this matter, please cal I: Ruth L. Reickard at ( 616 ) 336-6802 Name of Contact Person Arra Code &t Daytime "telephone Number Inclosed is a check for the followine amount made pa}•able to the Florida Department ol'Statc: W S35 Filing Fce 13S43.75 Filing Fec &. ❑S43.75 Filing Fee K ❑S52.50 Filing Fcc Certificate of Status Certified Cupp Certificate of Status (Additional cups' is Certi lied Copy enclosed) (Additional Cupy is enclosed) itilailine Address Street Address Amendment Section Amendment Section Division of Corporations Division ofCurporations 11.0. Box 6327 Clifton Building Tallahassee. FI. 323 1.1 2661 Executive Center Circle Tallahassee. FL 32301 Articles of Amendment to Articles of Incorporation of S'1ROi3ES-R-US. INC. FILED 2018 DEC 26 FH 4: 14 1:N'ame of Corporation as currentic filed with the Florida Dent. of State) ; TATe E P04000OS7325 ?; L_.: HA.' EE, Fc_ (Document Number of Corporation (if known) Pursuant to the provisions ofsection 607.1006. Florida Statutes, this F7nrida Prnftt Corporation adopts the lirllowint amendment(s) to its Articles of Incorporation: A. If amendine name. enter the new name of the curnoration: SU-R-SEHORTS, INC. The ,esti nanie nur.st be distinguishable and contain tire icnrd "corporation. " "compa,rv. " ar "incorporated" or the abbreviation "Corp., " "lrc., " or Co., " or the designation "Corp. '" "Inc. " or "Co ". .4 nrcfessional enrporatinn name Hurst contain the word "chartered. " "professional associenion, or the ubbreviation "P.A. " B. Enter new principal office address, if applicable: (Principal office address a! UST BEA STRFF-T ADDRESS ) C. Enter new mailing address. if applicable: (,tfailint; address ,►1.-t Y BEA POST OFFICE BOX) D. Ifamendin? the registered neent and/or registered office address in Florida, enter the name of the new registered aeent and/or the new registered office address: Name of A'err Re.t istered .•I stent /Florida street address) ;Vete Revistet•ed O(fice Adefre.ss: . Florida (zip Code) No% Registered Agent's Sie.nature, if changing Regislered Agent: 1 herebY accept the erppoitunrent et.s registereel agetrt. 1 am familiar ivith and accept tire obligations of the position. Signature of;Vex• Registered . f ge nt, if changing Pagel of a If amending the Officers and/or Directors, enter the title and name of each officer/director being removed and title, name, and address of each Officer and/or Director being added: (AMich addiliunul sheets. if nevesscu;v) I'lease note the offteertdirector title by the first letter c j the office title: 1' = !'resident: F= !-ice Presidenr. T= 71-eusurer; S= Secretaq: D= Director; TR= Trustee; C = Owirmun ur Clerk; CF.D = Chief Erecutire Officer: CFF = Chief 1 inoncial Ufjtcer_ If an ufcerldirectur holds more than une title, list the first letter of eoch ctce held President. T reusurer. Direclor would he 171). Chan;es should he noted its the following mcunrer. Currently .1ohn Doe is listed a.s the PST ctral .llike Jones is lived cts the Y. There is u change, Mike Jones leases the curporatiun, Sully Smith is ncnrted the F ural S T hese should he noted as Je)hn Doe, PT us (i CYuinge, .hike Jones, 1' as Remove. «nd S.WY Smith. SI -'as an Add. Example: Change I'T John Doe Remove V Mike Jones Add SV sill". Smith TvDc of Action "title Name Address (Check One) I) _ Change Add Remove ?) _ Change Add Remove 3) Change ,add Rcmovc 4) _ Change 1% dd kemovc S) _ Chanee Add kemo%e 6) Chance Add Removc Page 2 of 4 E. If amendine or adding additional Articles, enter chanee(s► here: (Attach additional sheets. if necessar)). (He specific) F. Iran amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself: (if nut applicable. indicate AZO Pare 3 of 4 The date of each amendment(s) adoption: date this document was signed. Effective date if applicable; (no more than 90 days after amendment file dote) if other than the Note: If the date inserted in this block does not meet the applicable statutory tiling requirements. this date will not be listed as the document's effective date on the Department of State's records. Adoption ofAmendment(s) (CHECK ONE) g The amendments) washxerc adopted by the shareholders. The number of votes cast for the amcndrttent(s) by the shareholders washvcre sufficient for approval. ❑ The amendment(s) was/were approved by the shareholders through noting groups. The folloivitk; statement must he separately proride(ffor each voting group entitled to rote separately on the amenclment(s): Che number of votes cast for the amendment(s) was/were suf)icient for approval by (votifkg group) ❑ The amendment(s) wa5hycre adopted by the board of directors without shareholder action and shareholder action was not required. ❑ The amendment(s) was/wcre adopted by the incorporators without shareholder action and shareholder action was not required. DECEMBER 17. 2018 Dated signature % r,. (Ely a direci)r. presidA or other icer — if directors or officers have not been selected. by an incorporator— if in the hands ofa receiver. trustee, or other court appointed fiduciary by that fiduciary) TOMER R. HANINA ('I-ypcd or printed name of person signing) PRESIDENT (Title of person signing) Page 4 of 4