CONTRACT 4133D CLOSEDt 13 3
Agreement No. 4133D
FOURTH AMENDMENT TO
AGREEMENT NO. 4133 BETWEEN
THE CITY OF EL SEGUNDO AND
MICHAEL BAKER INTERNATIONAL, INC. (formerly RBF Consulting)
THIS FOURTH AMENDMENT ("Amendment ") is made and entered into this 20th day of
October 2015, by and between the CITY OF EL SEGUNDO, a general law city and municipal
corporation existing under the laws of California ( "CITY "), and MICHAEL BAKER
INTERNATIONAL, INC., a Pennsylvania Corporation (formerly RBF Consulting, a California
Corporation) ("Consultant ").
1. Term. Pursuant to Section 33 of Agreement No. 4133 ( "Agreement'), Section 7 is amended
to read as follows:
"7. TERM. The term of this Agreement will be from March 16, 2011 to January
31, 2016.
The Agreement may be renewed upon mutual consent of the parties.
2. Retroactivity. CITY and CONSULTANT intend for this Amendment, and the Agreement, to
be retroactively effective beginning March 31, 2015.
3. This Amendment may be executed in any number or counterparts, each of which will be an
original, but all of which together constitutes one instrument executed on the same date.
4. Except as modified by this Amendment, all other terms and conditions of Agreement No.
4133, as amended, remain the same.
[SIGNATURES ON NEXT PAGE]
�� 3 ", "gym A
Agreement No. 4133D
IN WITNESS WHEREOF the parties hereto have executed this contract the day and year
first hereinabove written.
CITY /F1 FAJNDO MICHAEL BAKER INTERNATIONAL, INC.
(formerly RBF Consulting)
Gre e t r Glenn Lqj
g r it� dole
'itynaf Vice President, Planning and Environmental
Services
ATTEST:
'1' ' -Wiave
(,-tty C1erl �.,
i
APPROVED AS TO FORM:
MARK D. UIEN I_E� .1 "irv:.j
Kid 11. Berger, °assistant City
Taxpayer ID No. 95- 2247293
PAPlanning & Building Safetyl0 Planning - Old\Consultant Ping Services\F.nvironmental Consultanis\RBF- Michael Baker
lnt. \Raytheon\Raytheon Fourth Amendment to RBF- Michael Baker Contract H4133.doc
2
We Make a Difference
INTERNATIONAL
August 5, 2015
Ms. Kimberly Christensen, AICP
Planning Manager
City of El Segundo
350 Main Street
El Segundo, CA 90245
Dear Ms. Christensen.
We are pleased to announce that RBF Consulting is now Michael Baker International, Inc.
Founded in 1940, Michael Baker International has a rich heritage as a consulting firm that provides
technical and professional planning, engineering, surveying, consulting, and construction
management services nationally and internationally, but also with local expertise and
relationships. We value our relationship with the City of El Segundo and will continue to provide
the same personnel and quality of service that you are accustomed to.
Please find attached a copy of our new W -9 form and certificate of insurance, as well as a copy
of the letter that will accompany our next invoice that provides our new tax identification number
(25- 1228638) and payment information. For your records we have included the Certification of
Merger from the State of California.
Also attached at the end of this packet is a sample of a consent agreement that can be used to
re- assign the RBF Consulting contracts to our new company name, Michael Baker International,
Inc. If some other form of contract re- assignment document is required, please contact me at the
e -mail address or phone number herein and we will proceed accordingly.
Thank you for your partnership and assistance in facilitating this transition. We look forward to
continuing to demonstrate how "We Make a Difference" as Michael Baker International. Please
feel free to call me if you have any questions.
Sincerely,
Rita Garcia
Technical Manager
Michael Baker International
949 - 472 -3454
rgarcia @mbakerintl.com
14725 Alton Parkway I Irvine, CA 92618
M BAK E R I N TL.0 O M Office 949 472-35051 Fax 949 472 -8373
I N T E R N A T 1 0 N A L
Subject: Michael Baker International name and logo change
Dear valued client and colleague:
For 75 years, Michael Baker International has been proud of the way "We Make a Difference" in the
communities we serve. This year is a significant milestone for us as it commemorates our history of
excellence and, more importantly, paves the way for our future growth and innovation. As part of this
celebration, we implemented branding changes that affect the company name and logo you see on your
invoices and other documents. Effective July 1, RBF Consulting will be merged into Michael Baker
International, Inc. (formerly Michael Baker Jr., Inc.). The "new" Michael Baker International logo and
name, which appears on this letterhead, will now be used on all documents going forward.
This branding enhancement does not affect the work being performed under your contract or the
people involved in your projects. We do have a wax ID number whiff ji -Led below: d..sh 9 .
—used he . I v w.r1�f o rvw. r ..
Beginning July 1, 2015, please send all remittance to Michael Baker International, Inc. as noted
below. The Pasadena lockbox is no longer accepting payments and your check will be returned. We
wouldpreferpayment via electronic transfer if at all possible.
Electronic Transfer Payment via Lockbx;_
Michael Baker International, Inc. Michael Baker International, Inc.
Citizens Bank PO Box 515714
ABA: 036 - 076 -15o Los Angeles, CA 90051 -5195
Account: 6101710975
SWIFT: CTZIUS33
Michael Baker International, Inc. tax ID number: 25- 1228638
Thank you for the continued opportunity to work with you and provide the services you need to deliver
your projects successfully.
We enjoy working with you and look forward to our future partnerships.
Sincerely,
Todd Lynn
Vice President - Finance
500 Grant Street, Suite 5400 I Pittsburgh, PA 15219
MBAKERINTL.COM
Office: 412.269.63001 Fax: 412.37539®
INTERNATIONAL
August 5, 2015
Ms. Kimberly Christensen, AICP
Planning Manager
City of El Segundo
350 Main Street
El Segundo, CA 90245
Dear Ms. Christensen:
Please be advised that the Michael Baker family of companies has undergone an internal
restructuring in connection with its "Michael Baker International" rebranding efforts. In
connection with such efforts, on July 1, 2015, RBF Consulting, a California corporation
( "RBF "), merged with and into Michael Baker International, Inc., a Pennsylvania
corporation ( "Michael Beaker "). As a result of the merger, the separate legal existence of
RBF ceased and Michael Baker continues as the surviving entity under the name "Michael
Baker International, Inc."
Michael Baker hereby requests your consent to the assignment by RBF to Michael Baker
of all its rights and obligations under the agreement(s) listed on the attached Annex A (the
"Assignment "). Please indicate your acknowledgement of this notice and consent to the
Assignment by signing a copy of this letter in the space provided below and returning it
by fax or email with the original to follow by mail, no later than September 1, 2015 to:
Michael Baker International, Inc.
Attention: Legal Department
500 Grant Street
Pittsburgh, PA 15219
Fax: 412- 918 -4001
Attention: Legal Department
Email: LegalReview @mbakercorp.com
In addition, please copy us via email at rgarcia @mbakerintl.com,
Page 2
By signing below, (a) you consent to the Assignment, including the assumption of the
Agreement by Michael Baker, and confirm that no other documentation is required under
the Agreement in connection with the Assignment, (b) you waive any requirement under
the Agreement for such further documentation, (c) you waive any right you may have to
terminate the Agreement as a result of the merger, (d) you acknowledge that you have
not previously transferred, assigned or pledged your rights or obligations under the
Agreement to any other person or entity, and (e) you acknowledge that the Agreement is
in full force and effect and that neither party is currently in breach of any of its obligations
under the Agreement.
Sincerely,
RBF Consulting
By.
Glenn Lajoie, AICP
Vice President
Planning and Environmental Services
CONFIRMED AND AGREED,
Intending to be legally bound:
City of El Segundo
By:
Name:
Title:
Date:
oil
(0q 236)bS out JUL 01 2015
r �.
AQREEMENT ANI) PLAN OF MERGER
OF
RBF CONSULTING (a California corporation);
AND
THE LPA GROUP, LLC (a South Carolina limited liability company);
WflU AND INTO
MICHAEL BARER INTERNATIONAL, INC,
(a Pennsylvania corporation)
THIS AGREEMENT AND PLAN OF MERGER (this "Plan of Merger") is made and
entered into as of the D `` day of July, 2(115, by and among Michael Baker nternational, lrao (fk /a
Michael Baker X, Inc,), a Pennsylvania corporation (thc " "Corporation " "), onsultln a.
California corporation and The LPA Croup, LLC, a South Carolina limited liability company
(collectively the "Merging Entities ").
RECITALS
WHEREAS, the Board of Directors of the Corporation deems it advisable and in the best
interests of the Corporation and its shareholder diet the Merging Entities be merged with and into
the Corporation (the "Merger") upon the terms and conditions set forth herein and in accordance
with the Pennsylvania Business Corporation Law of 1988 (the "BCL "'j, the General Corporation
Law of California ( "COCI ") and the South Carolina Code of Laws ( "SC Code "); and
WHEREAS, the sole stockholder / member of each of the Merging Entities, respectively,
and the sole shareholder of the Corporation have reviewed and approved this Plan of Merger.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as
follows:
1. Merger. On the terms and subject to the conditions contained in dais Plan of
Merger, the Merging Entities shall be merged YAth and into the Corporation, and the separate
legal existence of each of the Merging Entities sliall thereupon cease and the Corporation shall
continue as the surviving entity under the name "Michael Baker International, Inc;' and shall
continue to be governed by the laws of the Commonwealth of Pennsylvania (the 'Verger').
2. EffectiKe ) iM . The effective time of the Merger contemplated and provided for
herein shall be 11;59 p.m., July 1, 2015 (the "Effective Time"),
3. ArtLgl fpcgrpgration., ' I . From and after the Effective Time, the Articles
of Incorporation and the Bylaws of the Corporation, each as amended to date, shall be the
Articles of Incorporation and Bylaws of the surviving corporation.
4. s and Directors of the Surviyina Corooration. From *and after the Effective
Time, the officers and directors of the Corporation prior to the Merger shall be the officers and
directors of the surviving corporation.
01 2 9:944-0
S. 10, version off" Sto . At the Efttive Thne, the shares of the Merging
Entities' common stock issued and outstanding immediately prior to the Effective Time shrill,
without any action on the-part of the holders thereof dr the Merging Entities, be canceled 4ftouj
dra W and retired, and the certificates evidencing ownership thereof shall provide the
'holder with no rights or privileges.
6. A
,r&,Jg§ er el. Prior to the Effective Time, the parties hereto shall file or cause
to be filed (a) articles of merger with the Secretary of State of the Commonwealth of
Pennsylvania in accordance with the $CI„ (b) a certificate of merger with the Secretary of State
of the State of California in accordanco with the provisions of the CGCL; and (c) articles of
merger with the Secretary of State of the State of South Carolina In accordance with the SC
Code.
7. j hts'and Liabilities of SurvivingEntity. From and after the Effective Time,
subject to the terms of this Plan of Merger, all rights, privileges and powers of Merging Entities
and all property, real, personal and mixed, and all debts due to Merging Entities as well as all
other things and cau$es of action belonging to Merging Entities shall be vested in the
Corporation, as the surviving entity, and shall thereafter be the property of the Corporation as if
it were the party thereto, and the title to any real property vested by deed or otherwise in
Merging Entities shall not revert or be in any way impaired by reason of the Merger, but shall be
vested in the Corporation as the surviving entity; subject to the terms of this Plan of Merger, all
rights of creditors and all liens upon any property of any of the parties hereto shall be preserved
unimpaired, limited in lien to the property affected by such lien at the Effective Time; subject to
Vie terms of this Plan of Merger, all debts, liabilities and duties of the respective parties hereto
shall hencororth attach to the Corporation, as the surviving entity, and may be enforced against it
to the same extent as if such debts, liabilities and duties had been incurred or contracted by it
S. Eurtber ctg. The Corporation and the Merging Entities arc hereby authorized,
empowered and directed to do any and all acts and things, and to make, execute and deliver, file
and record any and all instruments, papers and documents which shall be or become necessary,
proper or convenient to cant' out or put into effect any of the provisions of.this Plan of Merger
provided for herein.
9, Te ni , t" Notwithstanding the full approval and adoption of this Plan of
Merger, this Plan of Merger may be terminated with the consent of all parties hereto at any time
prior to the filings referenced in Section 6 hereof..
10. t, over Tina Le. This Agreement shall be governed by, and construed in
accordance with, the laws of the Commonwealth of Pennsylvania without regard to any conflicts
of laws principals which would cause the substantive law of another jurisdiction to apply.
11. Countgjpgg. This Plan of Merger may be executed and delivered in multiple
counterparts, and by the parties hereto in separate counterparts, each of which when executed
and.delivered shall be deemed to be an original but all of which taken together shall constitute
one and the same agreement. Delivery of counterparts via facsimile transmission or via email
with scan attachment shall be effective as if originals thereof were delivered.
IN WITNESS WI;EREOF, tho parties hereto have eause4 this Agreement and Plan of
Merger to be duly executed as of the date first above my -itten.
"TREE CQHr,0 RJI ice:
MICHAEL BAKER INTERNATIONAL, INC.
a.Pennsylvania Corporation
By.—a
Name: K James 1+ oKrdgl:
Title: Executive Vice President, Chief Legal Officer & Corporate Secretary
THE, ERGIN+O E�i'I'fT1] S:
RBF CONSULTING
a Cal ifomia Corporation
1Jy.
IUB
Name: H.• James McY-Ql
Title: Executive Vice President, Chief Legal
Officer & Corporate Secretary
THE LPA GROUP, LLC
a Soutli'Carolina limited liability company
TJy: ...�
Name: H. James McKni
S
Tide: Executive Vice President,'Chicf Legal
Officer & Corporate Secretary
[SIGNATURE PAGE TO WCAAFL BAKER INTLRNATIONAI., INC. AGREEMENT ANA PLAT OF MERGER]
r
a
OFFICER'S CERTIFICATE
Michael Baker International, Inc.
I H. James McKnight hereby certify that:
1. 1 am the Executive Vice President, Chief Legal Officer & Corporate Secretary
of Michael Baker International, Inc., a corporation duly organized and existing under the
laws of the Commonwealth of Pennsylvania.
2. The total number of outstanding shares of each class of the corporation
entitled to vote on the merger is as follows:
Class
Common Stock
µ w • 730-Mm
one (1) share
3. The principal terms of the agreement of merger in the form attached were
approved by the shareholders of this corporation by a vote of the number of shares of
each class which equaled or exceeded the vote required by each class to approve the
agreement of merger.
4. Each class entitled to vote and the minimum percentage vote of each class is
as follows:
Class
Common Stook
50.1%
•,
I further declare under penalty of perjury under the laws of the State of California
under the laws of the State of California that the matters set forth in this certificate are
true and correct of our own knowledge.
DATE: July 1, 2015
B v
..
y,
Name: H. Jaffee m-6C x l la
Tide: Executive Vice President, Chief Legal Officer & Corporate Secretary
01:2944-40
OFFICER'S CERTIFICATE
RBF Consulting
I H. James McKnight hereby certify that:
1. I am the Executive Vice President, Chief Legal Officer & Corporate Secretary of
RBF Consulting, a corporation duly organized and existing under the laws of the state of
California.
2. The total number of outstanding shares of each class of the corporation entitled to
vote on the merger is as follows:
Class Total No. of Shares Entitled to Vote
Common Stock 987,409
I The principal terms of the agreement of merger in the form attached were approved
by the shareholders of this corporation by the unanimous vote of all of the issued and outstanding
shares of capital stock of the corporation.
4. Each class entitled to vote and the minimum percentage vote of each class is as
follows:
Class
Common Stock
Minimum Percent gc "emote
100%
I further declare under penalty of perjury under the laws of the State of California under
the laws of the State of California that the matters set forth in this certificate are true and correct
of our own knowledge.
DATE: July 1, 2.015
By:_
Name: H. James McKnig
Title: Executive Vice .President,
Chief Legal Officer &
Corporate Secretary
D. 1. 2 1,94 -4,D
B!, ERG
State of California
Secretary of State
Certificate of Merger
(California Corponiftins Code sections
i113(g), S203(8).6019.1, 9640,12540.1, 16911-14,16915(b) and 17710.14)
IMPORTANT —, Read'all Iristructicris before conTiplatIng I this form. This Space For FTwQ Uso only
-1, lIAWEOFSUIRV1VINGEtmTY 2. TYPE OFE7NM 3. CAsEcRiETARyoFs-,ATFnLEmjmaER 4. ISMTION
6rpoW
Michael Baker Inh I T=Uonal, Inc. UrpoWon 1003244 Pem5p Mia
5� NAME Of DISAPPEARING ENTrrY 6 TYPEOFEIfFiTY 7� CA SECRETARY OF STATE FILE NUhjSER -nom
P,BF Comoung row, C04235
S. THE PRINCIPAL TEAMS, OF THE AVIEUMENT OF MERGE9 WERE APP,"OVED OYA VOTE OF THE N*SER OF 19MRIEZIS OR VARLS OF FACII CLASS TK;r
COuuXD0RaCV,EQLD7HE VOTE NLQUIRED. (WA VOTE WAS REt)d&*D_sFKfFymr CLASS AND THE NuwEa of cm, TANowa jtI'TEp-CSTS OF
EA CN rdA SS ENM TLED TO VOTE Oil THE AIMCM AND 91ZFERCEiVrAGE VOTE REQUIRED OF EACH CLASS_ ATrACHADOMOXAL PAGES, JFNEEDEOJ
jWj O EBT MFffAWjQF r
W-ts-AN-OMEM AN13 AND
One (1) share of common stock 100% 987,409 shares of common block 100%
10. IF EQUITY SECURITIES OF A PAR94T PARTY Are To BE ISSOED IN THE MERGER CFtECK THE APPLICABLE 81�,TEMENT-
No vote Dr%e eharcholdaTs of the pared party was required. The requlmdvotepi IhR itiarshoklers of the parent party s ohLzined
11. IF THE SURVIVING E�ITWY tS A DOMESTIC UMUW LIAO LnY COMPMY, UMITEP FARTt�Fjt%IIP, OR PAROMIM HIP, PA01VIDE T K- Ftequwrr Cj,�vjar, a (IF
ANY) 70 THE (NFORMAMON: SET FORTH IN TrE s;uRvrV,140 ENIrrYs ARTICLES OF oRciANIZATION ccqircAu� OF uphrmn PkRTNEASKIr, OR
STATEWNTOFrWiNEASSWAMORITY RESMT04G FROMTHEMERGEFL ATTACH ADDITIONAL PAGES.'IF NECESWY,
12- IFADIWPEAAJNS ENMISA D001E If C LMM TEO LIABLITY CONIFANY, LIMITIEDPARTUtRSHIP, OP. WITTWERS1W, AND TFG SURVIVING OM IS NOT
A DUME 4TR; EVnV OF 7)IF SAME TYPE, FMFR THE PAINOPAL ADD REM OF -I HE SURVIVING ENTITY.
PRWCFPALADMLESS OF SURVIVING ENTrrY CITYAND STATE ZIP CODE
13. OTHER IN REOUiRED M BE STATED IN THE CERTIFICATE OF MERGER BY ltZ LAWS UNDER WHICH EACH ComTrRwff OTHER st.lswEss
ENTITY 15 ORGANMED. ATTACH ADMITIOM PAGES, IF NECMSARY. .
14. STATUTORY OR OTHER BASIS UNDER WHICH A FOREIGN OTHER BMINESS ENTSY I$ AUTHORIZED 70 EFFECT 15, FUTURE EFFECTIVE DAM, IF ANY
THE MERGEFL
Section 33-44-905 of the 1976 South Carolina Code of Laws, as amended (Month) tp,,I (Y.)
•I& ADarnom INFORMATION m FoTriq ON ATTACHED PAGES, IF AW, Is INCORPORATED HEREIN BY THIS Rr-FERE.NcE AND MADE P
Fj ART OF 7HIS
OERncATF-
17. in N t
I CERT!F`Y'LUNDER PENAL OF I ERJURY UNDER THE LAWS OF THE STATE OF CALIFORMA 1-11 AT 1HE FOK-GDNG IS TRUE AND CORRECT OF hff OWN
KH Ut$DECLAAVI 471-lEf'EASOIIWI-CE�--CUTEE)TFflsL'4,$TR 814fl-CH ZWC U TION IS W A , CYANDUEFD
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axwnn� ri ig 9,:,. r1i
Si&RATURE: OFAU:"QAIZE 110 4 '09111E DRAWN WP—FOK PARR-T AWE- W flh-Z-01-4 WHORIZED PERSON'
For an onUty that Is a bUollnoa St, f081 eStOlc tnverjrjent tUj or an wIncorporated
set forth the provision o(Ijivi cr.oftr basis for fliaevftifty of the persai slgohq:
OBEMERGER-1 X-YOU2015), APPROVED BY SECRETARY OF STATE
� I , ,
Addendum to California Certificate of Merger
RBF Consulting, a California corporation and The LPA Group, LLC, a South Carolina limited
liability company with and into Michael Baker International, Inc., a Pennsylvania corporation
Additional Information
Additional Pa to the Mer er:
,NAME OF piSAPP ItIN(} TYPE pF ENTPI Y CA SECRETARY OF STATE FILE # 1URISDICTI01
ENTITY NIA
Linitcd Ll04 ty South Carolina
The LPA Groay. LLC Cow
THE PRINCIPAL. TEfW1S OF THE AGROEMBNT OF MERGER WERE APPROVED BY A VOTE OF THE
NUMBER OF INTERESTS OR SHARES OF EACH CLASS THAT EQUALED OR EXCEEDFD THE VOTE
REQUIRED. ,
The LPA Oroup, LLC
"
ASS AND NUMBER AND lI~ i E UI O
1,000 shares of common stack 50.1%
The Agreement of Merger was approved by the unanimous vote of all of the issued and outstanding shares of capital
stock of The LPA Group, LLC
I CERTIFY UNDER PENALTY OF PERJURY UNDER TIM LAWS QF THE STATE OF CALIFORNIA THAT
THE FOREGOING IS TRUE AND CORRECT OF MY OWN KNOWLBDQE. I DECLARE I AM THE PERSON
WO EXECUTED THIS INSTRUMENT, WHICH EXECUTION fS MY ACT AND DEED.
THE LPA GROUP, LLC (Disappearing Entity)
Icy:
Name: H. James Mcl nigtrC
Title: Executive Vice president,
Chief Legal Offleer &
Corporate Secretary
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