#18-7469-18-7432-CE,SW,AR,ME (WSP USA INC - Assumption Agreement) ASSUMPTION AGREEMENT
This Assumption Agreement is made and entered into on this of
2025 by and between WSP USA Inc. ("WSP USA") and Collier County, a political subdivision
of the State of Florida ("County") (collectively,the "Parties").
WHEREAS, the County awarded and entered into the following Agreements with Wood
Environment & Infrastructure Solutions, Inc.: (1) Agreement No. 18-7469, "CEI Services for Big
Corkscrew Island Regional Park,"on December 11,2018 (Agenda Item 11.G),(2)Agreement No.
18-7432-CE, "Professional Services Library — Civil Engineering Category (Fixed Term
Continuing Contract),"on February 25, 2020 (Agenda Item 16.E.7), (3) Agreement No. 18-7432-
SW, "Professional Services Solid & Hazardous Waste Management (Fixed Term Continuing
Contract)," on March 10, 2020 (Agenda Item 16.E.3), (4) Agreement No. 18-7432-AR,
"Professional Services Library Architectural Study, Planning & Design (Fixed Term Continuing
Contract)," on April 28, 2020 (Agenda Item 16.E.10), and (5) Agreement No. 18-7432-ME,
"Professional Services Library Mechanical, Electrical, Plumbing & Technology Engineering
Category (Fixed Term Continuing Contract)," (Agenda Item 16.E.5), which fully executed
Agreements are incorporated herein by reference (and hereafter collectively referred to as the
"Agreements"); and
WHEREAS, on September 21, 2022, Wood Environment & Infrastructure Solutions, Inc.
underwent an administrative name change and became WSP USA Environment & Infrastructure
Inc.; and
WHEREAS, effective December 31, 2024, WSP USA merged all WSP USA
Environment & Infrastructure Inc.'s assets as memorialized in attached Exhibit"A;" and
WHEREAS, WSP USA hereby represents to Collier County that by virtue of the
acquisition of WSP USA Environment & Infrastructure Inc.'s assets it is the successor in interest
in relation to the above-referenced Agreements; and
WHEREAS, the Parties wish to formalize WSP USA's assumption of rights and
obligations under the Agreements effective as of the date first above written.
NOW THEREFORE, IN CONSIDERATION of the mutual promises in this
Assumption Agreement, and for other good and valuable consideration,the receipt and sufficiency
of which are acknowledged by the Parties, it is agreed as follows:
1. WSP USA accepts and assumes all rights,duties,benefits,and obligations of under
the Agreements, including all existing and future obligations to pay and perform under the
Agreements.
2. WSP USA will promptly deliver to County evidence of insurance consistent with
and as required by the Agreements.
]25-PRC-05705/1919418/1]
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3. Further supplements to, or modifications of, the Agreements shall be approved in
writing by both Parties.
4. Notice required under the Agreements to be sent to WSP USA shall be directed to:
WSP USA Inc.
One Penn Plaza,4th Floor
New York,NY 10119
Phone: (212)465-5000
Attention: Hillary Jassey,Secretary
Email: Hillary.jassey@wsp.com
5. The County hereby consents to WSP USA's assumption of the Agreements in order
to continue the services provided under Agreements No. 18-7469, Agreement No. 18-7432-CE,
Agreement No. 18-7432-SW, Agreement No. 18-7432-AR, and Agreement No. 18-7432-ME,
which fully executed agreements are herein incorporated by reference. No waivers of performance
or extensions of time to perform are granted or authorized. The County will treat WSP USA as it
would have treated WSP for all purposes under the Agreements. Except as provided herein, all
other terms and conditions of the Agreements shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed and delivered this
Assumption Agreement effective as of the date first above written.
ATTEST: BOARD OF COUNTY COMMISSIONERS
Crystal K. Kinzel, Clerk COLLIER COUNTY, FLORIDA
& Comptroller
By •
Deputy Clerk B Y —
rcQsk srn�n 5. r4 q
;ci tie only Burt L Saunders, Chairman
Approved as to Form and Legality:
By: t /� ..
Sco?R. 1`each,
Deputy County Attorney
125-PRC-05705/1919418/I]
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New Company's Witnesses: WSP USA Inc.
By:
Signature
First Vitne$s
TType/print signature and titleT
TType/print witness nameT
Second Witness
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[25-PRC-05705/1919418/1]
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EXI-IBIT"A"
Agreement and Plan of Merger to follow
•
[25-PRC-05705/1919418/1]
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September 23, 2022
Subject: Wood Environment& Infrastructure Solutions, Inc. - Name Change Notification
Dear Valued Client:
We wish to inform you, effective September 21, 2022, Wood Environment&
Infrastructure Solutions, Inc. was acquired by WSP Global Inc. We are now doing
business in the United States as WSP USA Environment & Infrastructure Inc.
The current name of our company has changed as shown in the chart below. We will
continue to operate as we always have with a focus on our core values of safety,
integrity, teamwork, and excellence. Please be advised that this is a change of name
only. Our federal tax identification number(FEIN) and our Dun & Bradstreet
number (DUNS) will remain the same. Likewise, there is no change in the invoice
payment address. Our contractual relationship with you is unaffected by the name
change. The Federal Identification Number also remains unchanged. Please update
your records accordingly.
Previous name Wood Environment & Infrastructure Solutions, Inc.
New Name WSP USA Environment & Infrastructure Inc.
Date of change September 21, 2022
Federal ID Number 91-1641772
This name change is administrative in nature, and we assure you that we will continue to
maintain the current resources, contracts, and other existing services we currently
provide. We will continue to deliver the same quality of services and the same dedicated
team of consultants, project managers, engineers, and scientists to your projects. Our
focus remains on delivering projects safely and successfully for you.
Beginning September 23, 2022, our business correspondence will reflect the WSP USA
Environment & Infrastructure Inc. name. If your company requires changes to our
contract documents, or has any other procedural requirements, please advise at your
earliest convenience and we will work with you to process required documentation.
If you have any questions regarding the name change, please contact your client
representative.
Thank you for your business, and we look forward to continuing to serve you.
Sincerely,
'?—/&
Joseph J. Sczurko, Jr., PE
President, Earth & Environment
WSP USA
CONFIDENTIAL
AGREEMENT ANI)PLAN OF MERGER (this"Plan"),dated as of November 22,2024
with an effective date of December 31, 2024, entered into by and between WSP USA Inc., a New
York corporation ("Company I"), and WSP USA Environment & Infrastructure Inc., a Nevada
corporation ("Company 2").
WHEREAS, the laws of the State of New York and the State of Nevada 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 1, and have duly approved this Plan for that purpose; and
WHEREAS, the Board of Directors and stockholder of Company 2 deem it desirable and
in the best interests of Company 2 to merge Company 2 with and into Company 1, 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 the State of Nevada and the filing of the Certificate of Merger with
the Department of State of New York.
1.03 "NV Law"means the Nevada Revised Statutes.
1.04 "NY Law" means the New York Business Corporation Law.
1.05 "Merger" means the merger of Company 2 with and into Company 1 as
contemplated by this Plan and so evidenced by the filing of a Certificate of Merger meeting the
requirements of NRS 92A.180 of the NV Law with the Secretary of State of the State of Nevada
in accordance with such Section and the filing of a Certificate of Merger meeting the requirements
of Sections 904, 905 and/or 907 of the NY Law with the Department of State of New York in
accordance with such Section.
2. Terms and Effect of Merger
2.01 Company 1 and Company 2 are the merging corporations as contemplated
by the NV Law and NY Law. At the Effective Time and pursuant to the NV Law and NY Law:
1YSI'USA ENVIRONMENT&INFRASTRUCTURE MERGER AGREEMENT
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CONFIDENTIAL
(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 Nevada and the Department of State of New York, and the
parties shall take such other and further actions as may be required by the NV Law or NY 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 1 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 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 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 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 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
served with process in the State of Nevada and the irrevocable appointment of the Secretary of
State of the State of Nevada as its agent to accept service of process in any proceeding in the State
of Nevada to enforce against the surviving corporation any obligation of Company 2 or to enforce
the rights of a dissenting shareholder of Company 2.
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WSP USA ENVIRONMENT&INFRASTRUCTURE MERGER AGREEMENT
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CONFIDENTIAL
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]
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WSJ'USA ENVIRONMENT&INFRASTRUCTURE MERGER AGREEMENT
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CONFIDENTIAL
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
By: 0__
Name: Andrew C. Esposito
Title: Senior Vice President
WSP USA ENVIRONMENT &
INFRASTRUCTURE INC., a Nevada
corporation
By:
Name: Lytle C. Troutt, Jr.
Title: President
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CONFIDENTIAL
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
By:
Name: Andrew C. Esposito
Title: Senior Vice President
WSP USA ENVIRONMENT&
INFRASTRUCTURE INC., a Nevada
corporation
Oi/
By:
Name: Lytle C. Troutt, Jr.
Title: President
CA(