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HomeMy WebLinkAboutAdden 2 CAG-17-075 , Adden #2-19 WIWashington 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-17-075 Phone: 206-431-2300 Project Number Execution Date Completion Date TED4003844 5/25/2017 12/31/2020 Project Title New Maximum Amount Payable N 27th Place Bridge Scour Repair $127,218(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 5/25/2017 and identified as Agreement No. CAG-17-075 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: I 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. II 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. III 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. By: Gregg Zimmerman,Public Works Administrator � ��� ,��6 1. i�Z Consultant Signature �1 roviuthon ignature i2j16)L 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/MSVWBE 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: Kelly Robinson kelly.robinson@wsp.com Firm Type: ❑Sole Proprietor ❑Partnership El C—Corp. ❑Limited Partnership ❑Subchapter S Corp. ❑Limited Liability Company Annual Gross Receipt: ❑$0 to$1 Million 0$1 Million to$5 Million ❑$5 Million to$10 Million 0$10 Million to$15 Million El Over$15 Million Note: Firm Name: Please do not use: dba's—doing business as;combination names when two firs 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/MSVWBE Certification: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. j 1 � S►rATE S OF Aft 2 4. :. ..Off, :p •• . 4 Z5 e apt& of 1:. .- ' . .:. - ..-- - - afi ington ,i .;? ..- pi- .• y ieae a , • •1. Y• . Secretary of State CERTIFICATE OF MERGER I,ICIM 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 4 S__""-- 0 Given under my hand and the Seal of the State ,.., ;: ::. of Washington at Olympia,the State Capital C)::;:1,11P.1,;--;0; - 4"1111 -- A -ei .1::'. ., 'y4. Kim Wyman,Secretary of State tit)! Y 889 ,as) Date Issued:04/25/2019 r. 7 -��$: -'Lc+ ,r.-j 77, o FILED Secretary of State State of Washington Date Filed:04/25/2019 Effective Date:04/26/2019 ARTICLES OF MERGER UBI No:600 275 529 OF BERGERABAM INC. (a Washington corporation) INTO WSP USA INC. (a New York corporation) Pursuant to Sections 23B.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 238.13 of the Washington Business Corporation Act. 7. The effective date of the merger shall be April 26,2019. Work Order#:2019042500223164.1 Received Date:04252019 Page: 1 of 7 Amount Received:$90.00 • F - • Dated: 4/xi./(q WSP USA Inc Patrick Sheridan, Senior Vice President and Treasure . • • • • • • • • • • • • • Work Order#:2019042500223164-1' Received Date:04/25/2019, Page:2 of 7 Amount Received:$90.00 • 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 1;and • WHEREAS, the Board of Directors and the sole stockholder of Company I deem it desirable and in the best interests of Company 1 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: I. 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 236.11.090 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. IIERGERAnA\I MERGER AGREI MUNT Work Order 0:2019042500223164-1 Received Date:0425/2019 Page:3 of 7 Amount Received:$90.00 • 2. 'Perms and Effect of Merger • 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 are duly elected and qualified. (f) The persons who are the officers of Company I 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 1'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 I 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 ofthe 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 2 IERGF.RAIIAM MERGER AtIREI MI.N1 Work Order#:2019042500223164-I Received Date:0425/2019 Page:4 of 7 Amount Received:390.00 • 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 hereto. 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] • • 141.310ERAOAM MI:RGF•R AGRF.EMEMI' • Work order A:2019042500223164-I Received Date:0425/2019 Page:5 of 7 Amount Received:$90.00 • • IN 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 . ‘....t.e:a By:.- - ' ' • Name: Patrick T. Sheridan Title: Senior Vice President and Treasurer 1 BERGERABAM INC.,a Washington corporation • By: d • Name:Patrick T.Sheridan Title: Senior Vice President and Treasurer • • Work Order A:2019042500223164-1 Received Date:0425/2019 Page:6 of 7 Amount Received:$90.00