CN-550000-C9N56-00110000.pdf

Florida Department of Transportation 605 Suwannee Street

Tallahassee, FL 32399-0450 www.fdot.gov

DATE: February 22, 2024

TO: Inwood Consulting Engineers, Inc., a Florida Corporation

(“Assignor”), Ardurra Group, Inc., a Florida Corporation (“Assignee”)

FROM: Procurement Office

SUBJECT: Transmittal of Consultant Agreement

Contract Number: Various DOT Financial ID Number(s): Various Agreement: Assignment Agreement

Attached is a copy of an executed Assignment Agreement between the

State of Florida Department of Transportation (“Department”), Inwood Consulting Engineers, Inc., a Florida Corporation (“Assignor”), and Ardurra Group, Inc., a Florida Corporation (“Assignee”).

These services were acquired in compliance with S.287.055 Florida Statutes.

Attachment

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February, 202421st

429556-1-32-01; 429556-1-62-02

C9N5616

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155433524v1

LJ AVALON HOLDCO GP, LLC

(together with its affiliated entities, the “Company”)

A meeting of the Board (the “Meeting”) of the Company was held on April 25, 2023 in person and by video conference at the offices of Ardurra Group, Inc. in Miami, FL. The following members of the Board (which constituted all of the members of the Board) consisting of Mike Kaplan, Charles Leung, Ernesto Aguilar (participated in person) and Brian Ramsay

(participated by videoconference), were present and acting throughout. In addition, the following invited guests participated in various portions of the Meeting: Clark Holt, Ryan

Caracciolo and Chris Harlan from Littlejohn, Gabriela Fajnzylber and Christopher D'Ambrosio from AlpInvest (participated by videoconference), Cathy Cahill, Mark Damikolas, Kart Vaith and Kevin Brown, members of Company management, as well as James Epstein (participated by videoconference) and Jeremy Levy of Troutman Pepper Hamilton Sanders LLP who served as

Secretary of the Meeting.

The Meeting was called to order at 9:00 a.m., Miami time, by Mr. Aguilar.

The first order of business was an executive summary of the Company presented by Mr.

Aguilar.

The next order of business was a review of the Company’s financial performance, presented by Ms. Cahill.

Next, Mr. Damikolas reported on the Company’s operations.

The next order of business was a summary of the Company’s sales performance and strategic initiatives, presented by Mr. Vaith.

The next order of business was a discussion of key human resources topics, presented by

Mr. Brown.

Next, Mr. Aguilar discussed the Company’s M&A pipeline.

Next, Mr. Leung discussed the Company’s IT and infrastructure projects and initiatives.

At this time, all members of the management team, other than Mr. Aguilar, left the

Meeting for an Executive Session.

During the Executive Session, the Board discussed adopting of the delegation of authority for the Company, attached to these minutes as Exhibit A (the “DOA”). After discussion, and upon a motion duly made and seconded, the Board unanimously approved the

DOA, and resolved that that the DOA be presented to the governing bodies of each of the direct and indirect subsidiaries of the Company for approval and adoption by written consent.

There being no other business to come before the Meeting, the Board unanimously determined to adjourn the Meeting at 3:00 p.m. Miami time.

Respectfully Submitted, Jeremy I. Levy

Secretary of the Meeting

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155433524v1

EXHIBIT A

Delegation of Authority

[See attached]

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Advisory

Group Leader Practice Director Regional Operations

Director

Chief Operating Officer

(COO)

Client Service Manager Regional Director

Chief Strategy

Officer (CSO)

Chief Executive Officer

(CEO)

Chief Financial Officer

(CFO)

Chief People Officer Executive Committee Board of Directors

A. Cient Engagement - Proposals and Contracts

Standard Terms & Conditions (T&C) Approve ≤ $200k Approve ≤ $1M Approve ≤ $5M Approve ≤ $10M Sign/Execute after approval

Sign/Execute after approval

Sign/Execute after approval Approve > $10M Approve ≥ $5M TCV Approve ≥ $10M TCV

Non Standard Terms and Conditions Approve ≤ $3M Approve ≤ $10M Sign/Execute after approval

Sign/Execute after approval

Sign/Execute after approval Approve > $10M

Review and Advise as needed Approve ≥ $5M TCV Approve ≥ $10M TCV

Purchase/Task/Work Orders or Contract Extensions under

Existing Client Agreement (no ammendment or modification of

T&C)

Approve ≤ $200k Approve ≤ $1M Approve ≤ $3M Approve ≤ $10M Sign/Execute after approval

Sign/Execute after approval

Sign/Execute after approval Approve > $10M Approve ≥ $5M TCV Approve ≥ $10M TCV

Purchase/Task/Work Orders or Contract Extensions under

Existing Client Agreement with ammended or modified T&C Approve ≤ $100k Approve ≤ $1M Approve ≤ $3M Approve ≤ $10M

Sign/Execute after approval

Sign/Execute after approval

Sign/Execute after approval Approve > $10M Approve ≥ $5M TCV Approve ≥ $10M TCV

Go / No Go Proposal Decision Process Review and Advise Review and Advise Develop Approve Approve

Proposal to offer Priced Services - Go/Stop and Final Submittal Build Pricing Approve ≤ $1M Approve ≤ $3M Approve ≤ $10M Sign/Execute after approval

Sign/Execute after approval Approve ≤ $10M Approve > $10M

Teaming/Partnering Agreements Review and Advise Review and Advise Execute after peer review <$3M Approve >$3M Approve ≥ $5M TCV Approve ≥ $10M TCV

Proceeding at Risk - Project delivery without a funded or executed contract

Approve ≤ $50k (direct cost basis) Approve <$100K Review and Advise Review and Advise

Approve > $100k

(direct cost basis) Approve ≥ $250k

Engaging in Tender Design for Design Build Review and Advise Review and Advise Review and Advise Approve Approve Approve ≥ $5M TCV Approve ≥ $10M TCV

Design Build Agreements (sub to a contractor) Approve <$5M Review and Advise Approve >$2M Approve >$2.5M Review and Advise Approve ≥ $5M TCV Approve ≥ $10M TCV

Any contract with unlimited indemnity or indemnity greater than

≥$3M or more than 12 months fees provision Approve Approve

Enter into any non-competition clause restricting Ardurra's activities or any most-favored nation arrangements Approve Approve

Entering JVs or similar arrangements, or a commitment to invest in any person/entity Approve Approve

Client Credits Approve Approve ≥ $100k

B. Subcontractor & Vendor Engagement

Subcontractor Agreements & Invoices Approve ≤ $50k

(standard T&C)

Approve ≤ $250k

(standard T&C)

Approve ≤ $1M review/advise all non standard T&C

Approve ≤ $5M Approve > $5M Approve non-billable agreements ≤ $2M Approve ≥ $5M TCV Approve ≥ $10M TCV

Business Vendor Agreements Approve <$2k Approve ≤ $10k Approve ≤ $25k Approve ≤ $50k for

Operations

Approve ≤ $50k for

Sales & Marketing Approve > $50k

Approve ≤ $50k for Shared

Services Approve ≥ $100k

Buiness Lobbyists Review and Advise Review and Advise Approve ≤ $50k for

Sales & Marketing Approve > $50k Review and Advise All

C. Business Expenses & Capital Investments

Expense Reports (Direct & Indirect) Approve Direct

Reports Approve Direct Reports Approve Direct Reports Approve Direct Reports

Approve Direct

Reports

Approve Direct

Reports

Approve Direct Reports;

Identify Atypical and

Advise COO/CSO

Approve Direct

Reports

Per Diem Advances and Petty Cash Approve ≤ $25k

Approve for

Sales/Marketing

<25K

Approve > $25K and

Atypical

Approve Direct Reports;

Identify Atypical and

Advise C0O/CSO

Approve Direct

Reports

Vehicle Leases and Purchases Review and Advise Approve for Operations in consult with CFO Signatory Authority

IT Leases and Purchases Review and Advise Review and Advise Approve / consult with IT

Director

Capital Expenditure & Cash Payments Approve ≤ $25k for

Operations

Approve ≤ $50k for

Operations

Approve ≤ $50k for

Sales & Marketing Approve > $50k

Approve ≤ $50k for Shared

Services. Review all and

Report Quarterly

Any expense(s) or commitment(s) that would result in annual capex exceeding 110% of the budget in the aggregate

Approve Annual Budget

Political Contributions made by Ardurra Review or Advise Approve Review and Report

Quarterly

COMMERCIAL ACTIVITY/ TRANSACTION

OPERATIONS/SALES LEADERSHIP SHARED SERVICES LEADERSHIP

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Charitable Contributions made by Ardurra Approve Approve above $10K

D. Human Resources

New Hires Review and Advise

Approve Standard

Offers on Operations

Hires ≤ $125k

Approve Standard Offers on Operations Hires ≤

$200k

Approve Standard Offers on Operations Hires ≤

$250k

Approve Standard

Offers on Sales Hires

≤ $200k

Approve Standard

Offers on Sales Hires

≤ $250k

Approve Standard

Offers > $250k and all

Non-Standard Offers

Approve Standard Offers on Shared Service Hires ≤

$250k

Review and Track offers; Issues Offer

Packages

Approve Standard Offers ≥ $250k and all Non-Standard Offers Inform

Hiring or firing the Chief Executive Officer and Chief Financial

Officer Approve Approve

Hiring or firing direct reports to the Chief Executive Officer

(other than the Chief Financial Officer) Approve Inform

Material changes to the terms of employment agreement

(including, without limitation, compensation, or incentive pay payable to) any "executive" and hiring and termination of any

"executive"

Approve Approve Inform

Employment Agreement Review as directed by

CEO

Review as directed by CEO Approve

Review/Issue offer letter

Approve any written agreement with severance ≥ $50k Inform

Changes to the Company's employee benefits and welfare plans Approve Approve Approve Approve if annual effect ≥ $500k Inform

Annual Salary Review Review and Advise for

Operations

Review and Advise for

Operations

Review and Advise for

Operations

Recommend to CEO for

Operations

Review and Advise for CSMs

Recommend to CEO for Sales/Marketing Recommend to Board

Recommend to CEO for

Shared Services

Review and

Document Approve for executive management Inform

Off cycle Adjustment to Salary or Position Review and Advise Review and Advise Approve ≤ 15% increase for Operations Staff Review and Advise

Approve ≤ 15% increase for Sales

Staff

Approve > 15% annual increase

Approve ≤ 15% increase for Shared Services Staff

Review and

Document

Approve individual raised ≥ 25%, cash raise ≥ $25k or multiple raises in the aggregate ≥ $150k

Inform

Salaried (Exempt) Employee Overtime Compensation (Refer to

HR Policy) Review Approve

Approve for

Sales/Marketing

Review and

Document

Annual bonus plan structure and payouts Approve Approve Approve Approve Approve

Spot/Signing Bonus Review and Advise Approve ≤ $10k Approve ≤ $20k for

Operations

Approve ≤ $20k for

Sales/Marketing Approve > $20k

Approve ≤ $20k for Shared

Services

Review and

Document Approve ≥ $50k

Layoffs, furloughs and other significant force reductions triggering WARN Act requirements Approve Approve Approve Approve Approve

Any commitment to an affiliate or relative of a Company officer

(including new leases, employment/hires, and other) Approve Approve Approve Approve

E. Equity Transactions

Repurchase of shares, options, warrants, other rights relating to equity securities held by management (as permitted by shareholder agreement)

Approve Inform Inform Approve Approve

Issuance of any equity or changes in any equity incentive awards Approve Inform Inform Approve Approve

Declaration or payment of dividends of any kind Inform Approve Approve

F. Financial

Annual operating 3-statement budget Approve Approve Approve Approve

Selection of Company Auditors / Accountants Approve Approve Approve

Any changes, amendments or waivers to the Company's existing credit agreements Approve Approve Approve

Incurrence of any indebtedness (other than the initial credit facilities, delayed draw term loan, or ordinary course revolver draws)

Approve Approve Inform

Making loans to any related entity or third party Approve Approve Inform

Issuance of letters of credit Approve Approve

Selection of Attorneys, Appraisers, and Agents for commercial-related and ordinary course matters Approve Approve

Selection and change in insurance coverage Approve Approve

Reduction in insurance coverage Approve Approve Inform

Any Derivative transactions, i.e. interest rates or currency forwards / swaps / options Approve Approve Inform

G. Financial Commitments/Obligations

Bonding: Payment and Performance Review and Advise Review and Advise Review and Advise Approve Execute and manage

Bonding

Approve any job with bid, performance or other bonding ≥ $50k Inform ≥ $250k

Loans, Capital Leases, and Guarantees Review and Advise Approve for terms > 5 years or > $250k

Approve for terms ≤ 5 years and ≤ $250k Approve Inform ≥ $1M

Property and Building Leases Review and Advise Approve for terms < 5 years or < $250k Advise Advise

Approve for terms > 5 years or > $250k Review and Advise

Approve ≥ $250k per year, $1M over lease term and/or duration > 3 years Inform

Project Unbilled Write Offs Review and Advise Review and Advise Approve <$50k Approve <$200k Approve >$200k Review and Advise Approve ≥ $200k Inform ≥ $500k

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Legal Engagement and Response to Claims Review and Advise Review and Advise Approve ≤ $100k Review and Advise Review and Advise Approve > $100k Review and Advise Approve ≥ $100k Inform ≥ $500k

Settlement of Claims Review and Advise Review and Advise Review and Advise Review and Advise Review and Advise

Approve < $500k and

Recommend to Board for >$500k

Review and Advise Approve ≥ $250k Inform ≥ $500k

Taxes Review Approve

Settlement of Bad Debt (Billed Receivables) Review and Advise Review and Advise Recommend ≤ $100k Recommend ≤ $100k Approve > $100k Sign off Approve ≥ $150k Inform ≥ $500k

H. Acquisitions

NDA w/o restrictions on LJ, LJ Diretors or Portfolio Companies Inform

NDA w/ restrictions on LJ, LJ Diretors or Portfolio Companies Approve

LOI submissions Approve Inform Approve

Definitive purchase agreement Approve Approve Approve Approve

Retaining bankers or brokers Approve Inform Approve Approve if potential fee ≥ $3M

Divestitures (whether by sale, option, conveyance, exchange, lease, license or other disposition or transfer) of assets or property of the Company or any Subsidiary

Approve Approve Approve Approve ≥ $5M

Entrance into any joint venture, joint operating or other similar arrangement, or any investment or commitment to invest Approve Approve Approve Approve ≥ $5M

I. Communications / Marketing

Communications - Public (other than ordinary course) Approve Approve

Any changes to the Company's corporate identity, logo or brand names Approve Approve Approve

J. Legal

Any change to the Company's legal structure Approve Approve Approve

Creation of any non-wholly owned subsidiaries Approve Approve Approve

Amendment, change, or waiver of certificate of incorporation, by-laws, or other constituent documents of the Company Approve Approve Approve

Any change to the Authority Matrix

Any changes to employee authority levels

Approve any changes to Executive

Committee authority levels

Approve any changes to Board authority levels

Company handbook and/or policies and procedures manual

(initial and material changes) Approve Approve Inform

K. Catch-All

Anything not covered above with aggregate value over $5M Approve Approve Inform

1. This Matrix of Authority does not replace any company proceeses such as for go/no go; pricing reviews; etc. Those current and future processes are intented to supplement the approval parameters referenced here.

2. All Contracts, teaming agreements, and submitted Pricing require peer review prior to approval. Regardless of approval authority please escalate for help on any contracts that have non-standard terms, complicated pricing, or simply for assistance.

3. Approval Authority equals signature authority. Signature authority can also be delegated from appropriate approval authority. CSMs and Regional Directors have signature authority once approved.

4. Client Service Managers are often also Group Leaders or Practice Directors. Approval authority is based on the operational responsibility where the project will be delivered.

5. Non-Standard Contract Terms will be furnished separate from this document and updated periodically by operations.

6. Review and Advise is encouraged but not always required. Approver should use discretion

7. Capital expenditures includes new equipment acquired and the value of equipment procured via capital leases, operating leases, or any other form of financing.

Notes:

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EXHIBIT "A" Contracts Assigned

District Contract No.

Contract Description Assignor Sequence

Assignee Sequence

1 C9607 Design Services for US 98 Edgewood Drive to Main Street 003 009

1 C9I18 PD& E Services for SR951, from Manatee Rd to N of Tower Rd 003 009

1 CA463 SR 544 (Lucerne Park Rd) from Ave T NW to SR 17 003 009 1 CA590 SR 659 (Combee Rd) from US 98 to N Crystal Lake

Drive 003 009 1 CA735 Environmental Permit Design Support Consultant 003 009 1 CAJ24 SR 29 North of Panther Refuge 003 009 2 CAB67 Design: I-295 (SR 9A) from St. Johns Blvd to Beach

Blvd 003 009 2 CAO92 SR 15 (US 17) Reid Street from Memorial Bridge to

SR 19 003 009

3 CA746 Design of County Road 257 over Aucilla River

(Bridge No. 544061); and State Road 8 (I-10) from East of County Road 158 (Lloyd Highway) to East of State Road 57 (US 19) Capps Road in Jefferson County (Group 20-16) 003 009

3 CAC66 Design Group 21-07: Resurfacing, Rehabilitation, & Restoration for SR 2 from Choctawhatchee River Bridge to CR 177 and Bridge Replacement for Howell Williams Road Over Ten Mile Creek No.

524150 in Holmes County 003 009

3 CAH96 Resurfacing, Rehabilitation & Restoration SR 296 (Michigan Ave) from SR 10A (US 90) Mobile Hwy to SR 95 *US 29) N Palafox St in Escambia County. 003 009

3 CAQ58 Design CR 2302 Bridge Street over Fanning Bayou Bridge Replacement; Bridge No. 460024 in Bay County 003 009

4 C9T40 Design Services for Midway Road (CR 712) Widening/Reconstruction from Glades Cut off Road to Selvitz 003 009

4 CA688 Pembroke Road from Douglas Road/W89 Ave to SR 817/University Drive 003 009

District Contract No.

Contract Description Assignor Sequence

Assignee Sequence

4 CAK16 PD&E for Cove Rd. from SR-76/Kanner Highway to

SR-5/US-1 003 009

5 C9678 SR 507 from Malabar Road to Palm Bay Road 003 009 5 C9719 SR 40 from West of SR 11 to West of Cone Road in

Volusia County 003 009 5 C9N56 SR 44 over St. Johns River (Bridge No. 110063) from west of CR 42 (MP 23.689) In Lake County to MP 0.496 in Volusia County 003 009

5 CA120 SR 600 (US 92) Corridor Plan and Roundabout from Halifax River to SR A1A in Volusia County 003 009

5 CA705 Project Development and Environment (PD&E) Consulting Services Contract 003 009

5 CAA68 SR 434 from Oleander St to 525’ West of SR 15/600/US 17-02; SR 434 from Rangeline Road to

US 17-92 003 009

5 CAD06 Districtwide Traffic Safety Studies & Highway Design 003 009

5 CAE72 Districtwide Environmental Permitting 003 009 5 CAL98 Continuing Services Contract for Roadway Design

042 003 009 5 CAO00 SR 40 from Breakaway Trail to Williamson Blvd 003 009 8 CAH40 Continuing Services Contract Traffic Noise Analysis 003 009