CN-550000-BEE11-00030000.pdf

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

ASSIGNMENT AGREEMENT

375-040-05A

PROCUREMENT

11/08

Modification / Amendment No. 3 / 3 for Contract No. BEE11 Financial Project I.D. 44869613201 Vendor No. F59-1922964 Procurement No. DOT-ITN-22-9021-SJ DMS Catalog Class No. 43232400 & 81112209

This Agreement of Assignment made and effective this day of , , among Arcadis Professional Services (USA) Inc. (“Assignor”), Arcadis U.S., Inc. (“Assignee”) and the State of Florida Department of Transportation (“Department”), W I T N E S S E T H:

WHEREAS, Assignor has entered into Agreement No. BEE11 (hereinafter “the Agreement”) dated with the Department; and the Department retained the Vendor to perform services in connection with the Development and Support of the Next Generation Statewide Express Lanes Software .

WHEREAS, said Agreement is by its terms assignable only upon the prior written consent of the Department; and

WHEREAS, the Assignor desires to assign the Agreement to Assignee and Assignee is willing to perform all remaining duties and obligations under the Agreement;

NOW, THEREFORE, for good and valuable consideration flowing among the parties hereto, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do agree as follows:

1. Assignor hereby grants, bargains, sells, conveys, transfers, assigns, and sets over its entire duties under the

Agreement to Assignee subject to the convenants and conditions herein mentioned.

2. Assignee hereby assumes all obligations of Assignor under the Agreement for all work undertaken by Assignor prior to the effective date of Assignment of the Agreement including but not limited to existing liabilities and subconsultant obligations; and Assignee hereby assumes the Agreement and will hereafter perform faithfully all of the covenants, stipulations and agreements contained therein.

3. Assignor and Assignee hereby request that the Department consent to the assignment of the Agreement to the Assignee.

4. The Department consents to the assignment of the Agreement to Assignee; provided, however, the Department's consent to this transfer will not constitute a waiver of the general prohibition against assignment contained in the Agreement as to further assignments and will not constitute a release of Assignor under the Agreement to the extent of Assignor's performance up to the effective date of this Assignment or to the extent of Assignee's failure to perform under the Agreement hereafter, it being understood that this Assignment will not be deemed to effect a novation. Assignor will remain fully liable for all obligations of the Agreement.

5. All sums which become payable by the Department under this Agreement for services rendered on and after the date of this assignment agreement will be made to the Assignee, as between Assignor and Assignee. In the event a dispute arises between Assignor and Assignee as to the allocation or division of the Department's payment between Assignor and Assignee, such dispute will be resolved strictly between Assignor and Assignee and the department will have no liability or responsibility whatsoever in regard to resolving any such dispute. Assignor and Assignee hereby agree that, when the Department will have made payments pursuant to the Agreement, regardless of whether such payments have heretofore been made to Assignor or hereafter to Assignee, which in the aggregate are equal to the total sums payable by the Department under the Agreement, such payment will constitute satisfaction in full of the Department's obligation to pay the sums which it is obligated to pay pursuant to the Agreement. With respect to work and materials heretofore furnished by Assignor pursuant to the Agreement, Assignor will, to the extent that it has not heretofore been paid for such work and materials by the Department, look solely to Assignee for payment for such work and materials.

6. Assignee specifically acknowledges and agrees that no time extension or requests for additional compensation or supplemental agreements will be granted due to this Assignment or the duplication of any services of Assignor by

Docusign Envelope ID: FD39AAAC-935F-4EF0-B0A8-D3CBD9A87180

May 2025 2nd

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

ASSIGNMENT AGREEMENT

375-040-05A

PROCUREMENT

11/08

Assignee, it being understood that Assignee will stand in the place of Assignor as though no assignment has occurred.

7. Assignor hereby represents, and Assignee hereby accepts, that there are no claims or demands against the Department arising out of or related to the performance under the Agreement prior to the effective date hereof, except for contractual compensation which may not have yet been paid, and any such claims, other than contractual compensation, are hereby waived and released.

ASSIGNOR: Arcadis Professional Services (USA) Inc.

Vendor Name

VENDOR NO.: F59-1922964

BY:

Authorized Signature

Paul Lavallee (Print/Type)

TITLE

ASSIGNEE: Arcadis U.S., Inc.

Vendor Name

VENDOR NO.: F57-0373224

Neena Soans

STATE OF FLORIDA

DEPARTMENT OF TRANSPORTATION

Rudy Powell, Jr., P.E.

Chief Engineer of Operations

LEGAL REVIEW:

Docusign Envelope ID: FD39AAAC-935F-4EF0-B0A8-D3CBD9A87180

Director

Product Bundle Director