HomeMy WebLinkAboutAdden 2 CAG-17-074, Adden #2-19
17/1 Washington State
Department of Transportation
Supplemental Agreement Organization and Address
Number 2 WSP USA,Inc.
Original Agreement Number 33301 Ninth Avenue S.,Suite 300
Federal Way,WA 98003
CAG-17-074
Phone: 206-431-2300
Project Number Execution Date Completion Date
TED4003843 6/22/2017 12/31/2020
Project Title New Maximum Amount Payable
NE 31st St Bridge Replacement $322,364(no change)
Description of Work
WSP USA,Inc.,a New York corporation registered to do business in the State of Washington,UBI#600275529(see attached
Consultant Information Form)has acquired certain assets of BergerABAM Inc.,including the Agreement,and the City has
formally consented to the assignment of the Agreement to WSP USA,Inc.,as evidenced by the Certificate of Merger document
attached hereto and by this reference made part of this supplement.
The Local Agency of City of Renton
desires to supplement the agreement entered in to with BergerABAM Inc.
and executed on 6/22/2017 and identified as Agreement No. CAG-17-074
All provisions in the basic agreement remain in effect except as expressly modified by this supplement.
The changes to the agreement are described as follows:
Section 1, SCOPE OF WORK, is hereby changed to read:
The name WSP USA,Inc.shall be substituted for BergerABAM Inc.wherever it appears throughout the previously amended
Agreement.
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Section IV, TIME FOR BEGINNING AND COMPLETION, is amended to change the number of calendar days
for completion of the work to read: Change contract completion date from December 31,2019 to December 31,2020.
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Section V, PAYMENT, shall be amended as follows:
This Supplemental Agreement does not change the maximum amount payable.
as set forth in the attached Exhibit A, and by this reference made a part of this supplement.
If you concur with this supplement and agree to the changes as stated above, please sign in the Appropriate
spaces below and return to this office for final action.
By:WSP USA,Inc. i�� By. Gregg Zimmerman, Public Works Administrator
Consultant Signature /�� A r n /Audio" Sig� u
9 PP 9 mY 9
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DOT Form 140-063
Revised 09/2005
Consultant Information Form
Firm Name: FYE Date: Number of Employees:
WSP USA Inc December 31 7587
Address:
33301 Ninth Avenue S., Suite 300
City: State: Zip Code: County:
Federal Way WA 98003 King
Phone: Fax: - Company Web Site:
206-431-2300 206-431-2250 www.wsp.com\usa
Remit to Address:
PO Box 73246
City: State: Zip Code: County:
Dallas TX 75373-2776 Dallas
Phone: Fax:
717-859-7453 717-859-7927
Statewide Vendor Number(SWV)for Remit to Address: Federal Tax ID Number or Social Security Number:
SWV 0027322 05 11-153-1569
Unified Business Identifier Number(UBI): Date Universal Numbering System(DUNS)Number:
C-600-275-529 05-666-8700
Year Firm Established: UDBE/SBE/MSV WBE Certification Number:: NAICS Code&Code Name:
1933 N/A 541330 Engineering Services
Proposed Project Manager: Email:
Robert Fernandes bob.fernandes@wsp.com
Financial Contact: Email:
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Kelly Robinson kelly.robinson@wsp.com
Firm Type:
❑Sole Proprietor ❑Partnership E C-Corp. ❑Limited Partnership 0 Subchapter S Corp. ❑Limited Liability Company
Annual Gross Receipt:
❑$0 to$1 Million ❑$1 Million to$5 Million ❑$5 Million to$10 Million ❑$10 Million to$15 Million Over$15 Million
Note:
Firm Name: Please do not use: dba's—doing business as;combination names when two firms are working together,unless the combination name is the
formation of a legally registered new company such as a joint venture;derivatives of your legal name;acronyms;etc. The firm name shown must be your
firm's legal name.
Federal Tax ID Number: Your Federal Tax ID number must be that number registered to your legal firm name. If you do not have a Federal Tax ID
number,please use your social security number.
Unified Business Identifier(UBI)Number: Your firm will be REQUIRED to acquire a UBI Number prior to execution of an agreement and/or being
approved as a Sub-consultant to an existing agreement. This is a Washington State Business license and can be acquired by contacting the Washington
State Department of Revenue web site at www.dor.wa.gov.
Statewide Vendor(SWV)Number:The Statewide Vendor(SWV)Number is REQUIRED for vendors to receive payments. If your firm doesn't already
have an SWV number,your firm will be required to acquire a SWV number prior to execution of an agreement. Please contact WSDOT TRAINS Help
Desk at 360-705-7514 for assistance.
FYE Date: Your firm's fiscal year end date.
UDBE/SBE/MSVWBECertifrcation:If your firm is certified as a UDBE/SBE/MSVWBE enter your firm's certification number. Federal Certifications:
Underutilized Disadvantaged Business Enterprise(UDBE),Small Business Enterprise(SBE).State Certifications:Minority,Small,Veteran,Women
Business Enterprise.For additional information go to the Washington State Office of Minority&Women's Business Enterprises web site at
www.omwbe.wa.gov.
It is critical that your firm name is your legal firm name and that it is the same name assigned to your Federal Tax ID number and is the same
name utilized for your SWV number.
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Secretary of State
CERTIFICATE OF MERGER
I,KIM WYMAN,Secretary of State of the State of Washington and custodian of its seal,hereby certify that
documents meeting statutory requirements have been filed and processed with the Secretary of State merging the
below listed"Merging Entity/Entities"into:
WSP USA INC.
NEW YORK PROFIT CORPORATION
UBI:600 275 529
' Effective Date:04/26/2019
Filing Date:04/25/2019
Merging Entities:
601 110 595 BERGERABAM INC.,WA PROFIT CORPORATION
$ STATE Given under my hand and the Seal of the State
p; '="'.=1 ;;.e4 of Washington at Olympia,the State Capital
, c.V .n/:111: •••••.4 , ' ... ""w 4(01fiii‘---
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� .1 , " Kim Wyman,Secretary of State
,t Y 889 �O Date Issued:04/25/2019
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FILED
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Secretary of State
State of Washington
Date Filed:04/25/2019
ARTICLES OF MERGER Effective Date:04/262019
UBI No:600 275 529
OF
BERGERABAM INC.
(a Washington corporation)
INTO
WSP USA INC.
(a New York corporation)
Pursuant to Sections 2313.11.010 and 23B.11.050 of the Washington Business
Corporation Act,the undersigned corporation executes and submits for filing the following
Articles of Merger:
1. The Agreement and Plan of Merger is attached hereto as Exhibit 1.
2. The Agreement and Plan of Merger was duly approved by the board of directors
of each corporation party to the merger.
3. Approval of the Plan of Merger by the shareholder of BergerAbam Inc.was
obtained and was duly approved by this corporation's shareholders pursuant to RCW,§
23B.11.030.
4. This merger is permitted by the laws of the State of New York under whose laws
WSP USA Inc. is incorporated, and WSP USA Inc. has complied with such laws in effecting this
merger.
5. WSP USA Inc. is deemed to appoint the Secretary of State as its agent for
service of process in a proceeding to enforce any obligation or the rights of dissenting
shareholders of each domestic corporation party to the merger.
6. WSP USA Inc.agrees to promptly pay to the dissenting shareholders of each
domestic corporation party to the merger the amount, if any,to which they are entitled under
Chapter 23B.13 of the Washington Business Corporation Act.
7. The effective date of the merger shall be April 26,2019.
Work Order#:2019042500223164-1
Received Date:04/25/2019
Page: 1 of 7 Amount Received:$90.00
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Dated: 4/24/19
WSP USA Inc.
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Patrick Sheridan, Senior Vice President and Treasure
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Work Order#:2019042500223164-I'
Received Date:04/25/2019,
Page:2 of 7 Amount Received:590.00
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AGREEMENT AND PLAN OF MERGER(this"Plan"), dated April 22,2019 entered
into between WSP USA Inc., a New York corporation("Company 1"), and BergerAbam Inc., a
Washington corporation("Company 2").
WHEREAS,Company 1 owns 100(One Hundred)shares,no par value(the"Shares")of
Company 2 which constitutes all of the issued and outstanding Shares in Company 2;and
WHEREAS, the laws of the State of New York and the State of Washington permit the
merger of Company 2 with and into Company l;and
WHEREAS, the Board of Directors and the sole stockholder of Company I deem it
desirable and in the best interests of Company I and its stockholder to merge Company 2 with and
into Company I,and have duly approved this Plan for that purpose;and
WHEREAS, the Board of Directors of Company 2 deem it desirable and in the best
interests of Company 2 to merge Company 2 with and into Company I,and have duly approved
this Plan for that purpose.
NOW, THEREFORE, in order to prescribe the terms and conditions of such merger and
the mode of carrying such merger into effect,the parties hereby agree as follows:
1. Definitions
For purposes of this Plan,the following defined terms shall have the meanings set
forth in this Article,unless otherwise defined herein. All Article and Section numbers used herein
• refer to Articles and Sections of this Plan,unless otherwise described.
1.01 "Certificate of Merger"shall have the meaning set forth in Section 2.01(c).
1.02 "Effective Time"means the later of the filing of the Certificate of Merger
with the Secretary of State of Washington and the filing of the Certificate of Merger with the
Department of State of New York.
1.03 "Law"means the New York Business Corporation Law.
1.04 "Merger" means the merger of Company 2 with and into Company I as
contemplated by this Plan and so evidenced by the filing of a Certificate of Merger meeting the
requirements of Section 238.11.090 of the Washington Business Corporation Act with the
Secretary of State of Washington in accordance with such Section and the filing of a Certificate of
Merger meeting the requirements of Section 905 and/or Section 907 of the Law with the
Department of State of New York in accordance with such Section.
IIERGEHABAM MERGER ACHEFINENT
Work Order 4:2019042500223164-I
Received Date:04/2Sr2019
Page:3 of 7 Amount Received:$90.00
2. 'Perms and Effect of Merger
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2.01 Company I and Company 2 are the merging corporations as contemplated
by Law. At the Effective Time and pursuant to the Law:
(a) Company 2 shall be merged with and into the Company 1 and the separate
existence of Company 2 shall cease.
(b) Company 1 shall be the surviving corporation, and shall continue for all
purposes whatsoever. The principal office of the surviving corporation shall be One Penn Plaza,
New York,New York 10119.
(c) As soon as practicable,Company 1 and Company 2 shall cause one or more
certificates of merger ("Certificate of Merger") to be executed, verified and filed with, and
delivered to the Secretary of State of Washington and the Department of State of New York,and
the parties shall take such other and further actions as may be required by Law to make the Merger
effective.
(d) The certificate of incorporation and by-laws of Company 1 shall be the
Certificate of Incorporation and By-Laws of the surviving corporation as in effect at the Effective
Time.
(e) The persons who are the directors of Company l at the Effective Time shall
be the directors of the surviving corporation,until their respective successors arc duly elected and
qualified.
(t) The persons who are the officers of Company 1 at the Effective Time shall
be the officers of the surviving corporation, until the Board of Directors of the surviving
corporation shall otherwise determine.
(g) Each share of Company 2's Shares issued and outstanding immediately
prior to the Effective Time,by virtue of the Merger and without any action on the part of the holder
thereof, be canceled,and all rights of the holder thereof in respect of each share of Company 2's
Shares shall be extinguished,as set forth herein. Each share of Company l's common stock,par
value$10.00 per share, issued and outstanding prior to the Effective Time shall, at the Effective
Time,by virtue of the Merger,remain issued and outstanding.
2.02 The merging corporations, at the Effective Time, shall become a single
corporation. Company 1 shall continue to exist as the surviving corporation and shall thereupon .
and thereafter possess all the rights,privileges,powers,immunities,purposes and franchises,both
public and private,and be subject to all the restrictions,liabilities and duties of each of the merging
corporations; all real property and personal property, tangible and intangible, of every kind,
belonging to each of the merging corporations shall vest in Company 1 without further act or deed;
any claim existing or action or proceeding pending by or against any of the merging corporations
shall be enforced as if the Merger had not taken place;all liabilities and obligations of the merging
corporations shall thenceforth attach to Company 1. Company 1 shall consent to be sued and
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aCHGERA11AM MERGER A(RIiff.M1:N1'
Work Order#:2019042500223164-1
Received Date:04/25/2019
Page:4 of 7 Amount Received:S90.00
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served with process in the State of Washington and the irrevocable appointment of the Secretary
of State of the State of Washington as its agent to accept service of process in any proceeding in
the State of Washington to enforce against the surviving corporation any obligation of Company
2 or to enforce the rights of a dissenting shareholder of Company 2.
3. General • •
3.01 All of the provisions of this Plan shall be binding upon'and inure to the .
benefit of. and be enforceable by,the parties hereto and their respective successors,but this Plan
and the rights and obligations of the parties hereunder shall not be assignable by the parties hcrcto.
3.02 This Plan may be amended,superseded or terminated,and any of the terms
hereof may be waived,only by a written instrument specifically stating that it amends,terminates
or cancels this Plan,or waives any of the terms hereof,executed by all parties or, in the case of a
waiver,by the party waiving compliance,and subject to any approval by the Board of Directors or •
stockholders of any of the parties that may be required by law.
[Signature Page Immediately Follows]
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141AUERAOAM Mt:RGFa AGRF.FMINT
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Work Order#:2019042500223164-1
Received Date:04/25/2019
Page:5 of 7 Amount Received:S90.00
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TN WITNESS WHEREOF,the parties have executed this Agreement and Plan of
Merger on the date first above written.
• WSP USA INC.,a New.York corporation
By:._ _ . I lG �
Name: Patrick T.Sheridan
Title: Senior Vice President and
Treasurer
1
BERGERABAM INC.,a Washington
corporation •
By:
Name:Patrick T.Sheridan
Title: Senior Vice President and
• Treasurer •
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Work Order 9:2019042500223164.1
Received Date:04/25/2019
Page:6 of 7 Amount Received:$90.00