CN-550000-CA058-00030000.pdf

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

NAME CHANGE AMENDMENT AND

ASSIGNMENT AGREEMENT

Modification / Amendment Number for Contract No. _

Financial Project I.D. ___________________________________________________________________________

Vendor No. 593221706 _

This Name Change Amendment and Assignment Agreement is made this ____________________ day of

______________, 2019, between Target Engineering Group, LLC, a Florida Corporation (“Target”), Consor Engineers, LLC formerly known as Infrastructure Engineers, LLC, a Florida Corporation (“Consor”), and the State of Florida Department of

Transportation (“Department”).

WITNESSETH:

A. Target entered into that certain Professional Services Agreement Number See Exhibit “A” attached hereto dated

See Exhibit “A” attached hereto with the Department (“Agreement”); under which the Department retained Target to perform those services as set forth in Exhibit “A” attached hereto and incorporated herein; and

B. On November 27, 2018, Infrastructure Engineers, LLC, changed its firm’s legal name to Consor Engineers, LLC;

and

C. On December 31, 2018, Target was acquired by and merged into Consor Engineers, LLC, a Florida Corporation

(“Consor”); and

D. The name change and merger will have no impact on the Agreement and Consor will continue to perform all of its obligations under the Agreement; and

E. Target wishes to assign all of its duties, responsibilities, and obligations under the Agreement to Consor; and

F. The Agreement is by its terms assignable only upon the prior written consent of the Department; and

G. Target desires to assign the Agreement to Consor and Consor is willing to perform all remaining duties, responsibilities, and obligations under the Agreement; and

H. It is in the best interests of the Department and Consor to amend and assign the Agreement to reflect this corporate name change and assignment.

NOW, THEREFORE, in consideration for the mutual covenants herein, the parties agree as follows:

1. Effective November 27, 2018, Infrastructure changed its firm’s legal name to Consor Engineers, LLC, and on

December 31, 2018, Consor acquired and merged with Target

2. Target hereby assigns the Agreement and all of its duties, responsibilities, and obligations under the Agreement to

Consor.

3. Consor will continue to perform all of its duties, responsibilities, and obligations under the Agreement.

4. The Department hereby consents to continuing the Agreement with Consor.

5. Where the term Target Engineering Group, LLC shall appear in the original Agreement, the term shall hereinafter mean and refer to Consor Engineers, LLC.

DocuSign Envelope ID: 8DA9093A-D29F-4A04-906E-A460455703A2

13th

March

1 CA058

22485817211, 22485917211

DocuSign Envelope ID: 8DA9093A-D29F-4A04-906E-A460455703A2

03/13/2019

29549107

CONSOR ENGINEERS, LLC

CONSENT IN LIEU OF SPECIAL JOINT MEETING

OF THE SOLE MEMBER AND BOARD OF MANAGERS

January 17, 2019

The undersigned, constituting the sole member (the “Member”) and all of the members of the board of managers (the “Board”) of Consor Engineers, LLC, a Florida limited liability company (the “Company”), consent to the following actions:

I. Removal of Managers.

RESOLVED, that all of the current Managers of the Company are hereby removed, effective as of the date hereof.

II. Appointment of Managers.

RESOLVED, that the following persons are hereby elected to serve as members of the board of managers of the Company (the “Board”), to hold such positions until his or her successor shall be duly elected and qualified or until his or her earlier dissolution, resignation or removal:

Govindraj Rangaswamy, Ramzi Asfour, Ashraf Islam, Sandeep Patil, and David Reser

III. Removal of Officers.

RESOLVED, that all of the current officers of the Company are hereby removed from their respective office(s), effective as of the date hereof.

IV. Appointment of Officers.

RESOLVED, that the following persons are hereby elected to hold the offices set forth opposite their names, to hold such offices until his or her successor shall be duly elected and qualified or until his or her earlier death, resignation or removal:

Scott L. Gwilliam – Interim Chief Executive Officer Ashraf Islam – Chairman Govindraj Mavanur Rangaswamy – President, Construction Services Sandeep N. Patil – President, Planning & Design Jeffrey B. Rowe – President, Structural Assessment David R. Reser – President, Strategic Growth Ramzi Asfour – Co-President, Construction Services Zina Schwartz – Executive Vice President, Traffic Janice Kruse – Executive Vice President, Roadway

Frank Hickson – Executive Vice President, Planning and Design, Florida

Gregg Hostetler – Executive Vice President, Structural Assessment and Alternative Delivery

Leann Madsen – Chief People Officer Kerri Ingham – Chief Marketing Officer Aaron Fetzer – Chief Financial Officer Paul Foster – Controller Steve Danis – Controller Jamal Hassouneh – Senior Vice President, Construction

Services, Florida William R. Adams, III – Senior Vice President, Construction

Services, Florida David Bowden – Senior Vice President, Construction

Services, Florida Jennifer Olsen – Senior Vice President, Strategic

Growth Andrew Wehr – Treasurer Heath Pope – Vice President Christopher Howard – Vice President David Orr – Vice President David Dodd – Vice President Randall Scott – Vice President Brett Howey – West Coast Regional Lead Ray Wells – Executive Vice President, Construction Services, Texas Rick Prieto – Senior Vice President, El Paso Olen Howard – Senior Vice President, Roadway, Texas Ahmed Abd-El-Meguid – Senior Vice President, Oklahoma

V. Miscellaneous.

FURTHER RESOLVED, that each officer is authorized and directed to execute and deliver such other agreements, certificates, instruments, notices, filings and additional documents, and to take such other steps and to do such other acts and things, as in his or her judgment may be necessary, appropriate or desirable in order to carry out the intent of the foregoing resolutions;

FURTHER RESOLVED, that any and all actions taken by the Manager, Member or officers in connection with and in furtherance of the matters referred to in any of the foregoing resolutions are hereby ratified, confirmed, approved, and adopted in all respects; and

FURTHER RESOLVED, that these resolutions may be executed in counterparts, each of which constitutes an original, and all of which, taken together, constitute one and the same original, and facsimile or attachment to electronic mail signatures on these resolutions shall be deemed to constitute original signatures.

SIGNATURE PAGE TO RESOLUTIONS APPOINTING OFFICERS AND MANAGERS OF CONSOR ENGINEERS, LLC

IN WITNESS WHEREOF, the undersigned have executed this Consent as of the date first set forth above.

SOLE MEMBER:

CONSOR INTERMEDIATE, LLC

By: _________________________________ Name: Andrew Wehr Its: Treasurer

MANAGERS:

Govindraj Rangaswamy

Ramzi Asfour

Ashraf Islam

Sandeep Patil

David Reser

IN WITNESS WHEREOF, the undersigned have executed this Consent as of the date first set forth above.

SOLE MEMBER:

CONSOR INTERMEDIATE, LLC

By: _________________________________ Name: Andrew Wehr Its: Treasurer

MANAGERS:

Govindraj Rangaswamy

Ramzi Asfour

Ashraf Islam

Sandeep Patil

IN WITNESS WHEREOF, the undersigned have executed this Consent as of the date first set forth above.

SOLE MEMBER:

CONSOR INTERMEDIATE, LLC

By: _________________________________ Name: Andrew Wehr Its: Treasurer

MANAGERS:

Govindraj Rangaswamy

Ramzi Asfour

Ashraf Islam

Sandeep Patil

IN WITNESS WHEREOF, the undersigned have executed this Consent as of the date first set forth above.

SOLE MEMBER:

CONSOR INTERMEDIATE, LLC

By: _________________________________ Name: Andrew Wehr Its: Treasurer

MANAGERS:

Govindraj Rangaswamy

Ramzi Asfour

Ashraf Islam

Sandeep Patil

27695856

TARGET ENGINEERING GROUP, LLC

CONSENT IN LIEU OF SPECIAL MEETING

OF THE SOLE MEMBER

June 15, 2018

The undersigned, being the sole member (the “Member”) of Target Engineering Group, LLC, a Florida limited liability company (the “Company”), hereby consents in writing to the adoption of the following resolutions and to the actions contemplated thereby:

I. Approval of Merger Agreement.

WHEREAS, the Member has been presented with, and reviewed, the Agreement and Plan of Merger (the “Merger Agreement”), by and between Johnson-Adams & Associates, LLC, a Florida limited liability company (“JAA”), and the Company, pursuant to which JAA will merge with and into the Company (the “Merger”);

WHEREAS, the Member has determined that the proposed Merger is advisable and in the best interest of the Company and the Member and has approved the Merger Agreement;

NOW, THEREFORE, the Member hereby consents to adoption of the following resolutions.

RESOLVED, that the Member hereby consents to the Merger, upon the terms of the Merger Agreement; and

FURTHER RESOLVED, that each of the members, managers and officers of the Company (the “Authorized Officers”), are hereby authorized and directed, in the name and on behalf of the Company to take such action as the Authorized Officers deem necessary or desirable to cause the Company to complete the transactions contemplated by the Merger Agreement, including, but not limited to, the execution and delivery of each of the documents and instruments to be executed by the Company which are described in or contemplated by the Merger Agreement, and any and all other agreements, documents or instruments required or desirable in connection with or incidental to the transactions contemplated by each of the foregoing, all in such form and containing such terms as the Authorized Officers shall determine, and such determination to be conclusively evidenced by the Authorized Officers’ execution and delivery of such agreements, documents and instruments.

II. Appointment of Officer.

RESOLVED, that in connection with the Merger, the following person is hereby elected to hold the office set forth opposite his name, to hold such office until his successor shall be duly elected and qualified or until his earlier death, resignation or removal:

William R Adams, III - Vice President

FURTHER RESOLVED, that following the approval of this Consent and effective on the date of the Merger, the officers of the Company will be as follows:

27695856

Govindraf Rangaswamy - President Ramzi Asfour - Executive Vice President Randall Scott - Vice President Jamal Hassouneh - Vice President William R Adams, III - Vice President Andrew Wehr - Treasurer

III. Miscellaneous.

FURTHER RESOLVED, that each Authorized Officer is authorized and directed to execute and deliver such other agreements, certificates, instruments, notices, filings and additional documents, and to take such other steps and to do such other acts and things, as in his or her judgment may be necessary, appropriate or desirable in order to carry out the intent of the foregoing resolutions;

FURTHER RESOLVED, that any and all actions taken by the Authorized Officers, in connection with and in furtherance of the matters referred to in any of the foregoing resolutions are hereby ratified, confirmed, approved, and adopted in all respects; and

FURTHER RESOLVED, that these resolutions may be executed in counterparts, each of which constitutes an original, and all of which, taken together, constitute one and the same original, and facsimile signatures on these resolutions shall be deemed to constitute original signatures.

{signature page follows}

EXHIBIT "A" Contracts Assigned District Contract

No.

Execution

Date Contract Description Assignor

Sequence

Assignee Sequence

2 C9510 2/23/12

Design-SR 10/Atlantic Blvd Bridge over San Pablo Creek; SR 206/Crescent Beach Bridge over Mantanzas River; Painting, Cathodic Protection and Thermal Imaging Analysis – Duval & St.

Johns Counties

001 001

2 C9856 10/23/12

Design of SR 113 (S. Side Conn) @ SR 10A Arlington Bridge No. 720502 SB & 720503 NB and SR 10A @ Hogan Creek Bridge No. 720094 in Duval County

006 006

2 C9C02 6/25/13

Project Development and Environment Study (PD&E) and Phase Design of: CR 356C/ Fenholloway River Bridge (BR#380064) in Taylor County, Howell Drive/Ribault River Bridge (BR#724147) in Duval County; SE Wolf Road Replace and Relocate Historic Bridge (BR#334001) in Lafayette County

001 001

2 C9F80 6/25/14

SR 8 (I-10) @ Aucilla River Bridges & SR 8 (I-10) @Piddlin Creek Bridges; SR 113 (Southside Connector) Bridge @ SR 9A (I-295); I-295 (SR 9A) Dames Point Bridge over St. Johns River & Mill Cove

006 006

2 C9P57 5/23/16 US 1/SR 5 over San Sebastian River Bridge No.

780003, St. Johns County 001 001

2 C9U74 5/12/17 PD&E of SR 5 (US 1) @Oyster Creek; Bridge No.

780103 006 006

2 CA064 7/31/18 Area Wide State In-depth Bridge Inspection 006 006

2 CA189 11/15/18 PD&E for A1A/SR 116/Mt. Pleasant Rd. from Ft.

Caroline National Memorial to Kingsley Plant 006 006

3 C9C49 8/22/13 Districtwide Bridge Repair Design 006 006 3 C9M66 10/23/15 Districtwide State Bridge Inspection Consultant 001 001

3 C9W53 9/27/17 Design of CR 268 High Bridge Road from Joe Adams Road to Brickyard Road in Gadsden County

001 001

3 CA058 8/7/18 Local Government Bridge Inspection and Scour Analysis (East) 001 001

4 C9600 4/25/12

Design Services for SR842 Broward Blvd RRR from West of I-95 (SW 24 Ave) to NW 7th Ave & Bridge Replacement over North Fork River in Ft.

Lauderdale & Bridge Traffic Rail Replacement over I-95.

001 001

4 C9R19 9/26/16 North East 23rd Avenue Bridge Replacement 001 001

5 C9A33 3/28/13 I-95 Interchange at Ellis Road/St. Johns Heritage Parkway, Brevard County 001 001

5 C9A59 4/1/13 Districtwide Bridge Repair and Rehabilitation Services 001 001

5 C9K21 6/16/15 State Bridge Inspection & Underwater Bridge Inspection 001 001

5 C9T10 1/26/17 SR 5/US 1 Outfall Rehabilitation North of Sr 528 in Sharpes, FL (MP 25.573); Brevard County 001 001

5 C9T52 2/14/17 Districtwide Quality Assurance Plans Review 001 001 5 C9X10 1/11/18 CEI Group 165 001 001

No.

Execution Date

Contract Description Assignor Sequence

Assignee Sequence

5 CA155 10/31/18 SR524 Friday Road to Industry Road 001 001 7 C9U02 3/21/17 SR 574 from North 40th St to I-4 001 001

8 C9V92 8/15/17 Consultant Structure Inspection Program (North System) 001 001

1 C9S85 12/29/16

CEI Services for I-275/US19/SR55/SR93 from end of SB on-ramp to end of SB off-ramp; I-275 at Skyway Rest Area; I-275 at Sunshine Skyway Seawall

001 001

2 C9B83 6/21/13 CEI-West Hybrid Construction Inspection 001 001

2 C9K69 6/17/15 Consultant Construction Engineering Inspection (CCEI) Services for District Wide Landscape 001 001

2 C9T86 3/9/17 Construction Engineering Inspection (CEI) Services for the resurfacing of SR 200, SR 24, and SR 25 in Alachua County

001 001

2 C9U66 5/1/17

Construction Engineering Inspection Services (CEI) for various landscaping projects located in Columbia, Duval, Hamilton and St. Johns Counties

001 001

2 CA112 9/10/18

Continuing Services Construction Inspection Support for Gainesville Construction Resident Office

001 001

4 C9365 9/15/11 CEI Services for Construction Engineering Support for Federal Projects 001 001

4 C9B19 5/24/13 CEI Services for I-75 Express 001 001

4 C9C86 9/30/13 Districtwide Plans Review, Districtwide CEI and Assist District Construction Office 001 001

4 C9N34 12/31/15 Continuing Services for Broward Operations Consultant Engineering Inspection (CEI) Support 001 001

4 C9O56 3/22/16 Construction Engineering and Inspection (CEI) Services for SR-614/Indrio Road from West of I- 95 to East of SR-607/Emerson Ave.

001 001

4 C9P23 5/2/16

CEI Services for Broward Blvd. Bridge Replacement over North Fork New River and Resurfacing and Widening of Broward Blvd. from NW 18th Ave. to US-1

001 001

4 C9T55 2/23/17 CEI Services for I-95 (Phase 3B-1) Express Lanes Design Build Project 001 001

4 CA006 6/18/18

CEI Services for the widening and reconstruction of SR-76/Kanner Hwy. from S. of CR-711/Pratt Whitney Rd to SW Jack James Dr.

001 001

4 CA042 7/23/18 Continuing Services for Broward Operations CEI Inspector Support 001 001

4 X0486 7/31/18 Pre-event Natural Disaster Monitoring/Construction Engineering & Inspection 001 001

5 C9H21 1/21/15 CEI Areawide 9 – Continuing Services to provide Areawide CEI Support 001 001

5 C9J84 6/17/15 CEI Group 145; SR 15 (Hoffner Rd) from N of Lee Vista Blvd to W of SR 436; Sr 15 Hoffner Ave from W of SR 436 to Conway Road

001 001

5 C9L64 8/25/15 Pre-Event Natural Disaster Monitoring/Construction Engineering & Inspection 001 001

5 C9Z05 5/14/18 CEI Group 174 Hybrid for Inspection Staff 001 001 5 CA114 11/5/18 CEI Areawide 11 001 001

No.

Execution Date

Contract Description Assignor Sequence

Assignee Sequence

6 C9J07 3/20/15 015 CEI Support Consultant Contract 001 001

6 C9O55 3/31/16 CEI Services for SR-9/Interstate 95 Concrete Rehabilitation (South of SR-202/JT Butler Blvd. to North of SR-10/Atlantic Blvd.)

001 001

6 X0401 4/21/17 Pre-Event Natural Disaster Monitoring/Construction Engineering & Inspection 001 001

6 X0492 8/10/18 Pre-Event Natural Disaster Monitoring/Construction Engineering & Inspection in Miami-Dade County

001 001

7 C9O59 4/11/16 CEI of SR 52 (Schrader Highway) from West of CR 581 (Bellamy Brothers) to East of Old Pasco Road

001 001

7 C9Z45 5/14/18 CEI of I-4/SR 400 from East of 50th Street to East of McIntosh Road and I-4/SR 400 from East of 75 (SR 93A) to East of Williams Road

001 001

8 C9C00 6/28/13

Construction Engineering and Inspection Services for HEFT Widening and Landscaping from Eureka Drive to South of Kendall Drive, Design-Build, Miami-Dade County

001 001

8 C9N52 12/28/15

Construction Engineering and Inspection Services for Widen HEFT North of Bird Road to North of SR836 (MP 23.8 to MP 26) from 6 to 10 lanes including Express Lanes, Design/Build, Miami- Dade County

001 001

8 C9O03 2/9/16 Pre-Event/Natural Disaster Monitoring on Florida’s Turnpike System of Toll Roads 001 001