2015-108A RDocuSign Envelope ID: 434CC959-DACA-424D-9360-5DC42A66CODO
ADDENDUM TO AGREEMENT BETWEEN
CITY OF CLERMONT AND CARDNO, INC.
REGARDING ASSIGNMENT TO STANTEC CONSULTING SERVICES, INC.
This Addendum is by and between the CITY OF CLERMONT, (hereinafter referred to as
"CITY"), CARDNO, INC., (hereinafter referred to as "CARDNO") and STANTEC CONSULTING
SERVICES, INC., (hereinafter referred to as "STANTEC") whose address is 380 Park Place Blvd.,
Suite 300, Clearwater, FL 33759 and is to that certain Agreement No. 2015-108 between CITY and
CARDNO dated December 18, 2015 and any amendments thereto, hereinafter collectively referred
to as "the Agreement". The Parties, in exchange for the mutual covenants contained herein and in the
Agreement, agree as follows:
1. This addendum expressly modifies the Agreement and in the event of a conflict, the
terms and conditions of this Addendum shall prevail.
2. CARDNO and STANTEC have agreed that all rights and obligations in certain
contracts entered into by CARDNO, including the Agreement, shall be assigned from
CARDNO to STANTEC.
3. In accordance with the terms of the Agreement, the CITY does herby consent to the
assignment of all CARDNO's rights, entitlements and obligations contained in the Agreement
to STANTEC, provided, however, that nothing herein shall be construed as a waiver by CITY
of any rights to pursue CARDNO for a default by CARDNO or STANTEC of any of the
terms or conditions of the Agreement.
4. For purposes of the Agreement, any and all notices required thereunder shall be
forwarded to:
Stantec Consulting Services, Inc.
380 Park Place Blvd., Suite 300
Clearwater, FL 33759
5. All other terms and conditions set forth in the Agreement shall remain in full force
and effect and unchanged as agreed to by the parties.
6. This Addendum shall take effect as of October 24, 2023.
DocuSign Envelope ID: 434CC959-DACA-424D-9360-5DC42A66CODO
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement for
the purposes herein expressed on the dates set forth below.
CITY OF CLERMONT
CDocuSigned by:
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Tim Murry, Mayor
ATTEST:
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by:
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Tracy Ackroyd Howe, City Clerl
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DocuSign Envelope ID: 434CC959-DACA-424D-9360-5DC42A66COD0
CARDNO, INC.
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ocuSigned by:
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Print Name. Craig Payne
Title: Senior Principal
Date:
11/1/2023
STANTEC CONSULTING SERVICES, INC.
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By: FA'11,9B53A94B4...
Print Name:
Craig Payne
Title: Senior Principal
Date:
11/1/2023
2
DocuSign Envelope ID: 434CC959-DACA-424D-9360-5DC42A66COD0
Delaware
The First State
Page 1
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES:
"CARDNO USA, INC.", A DELAWARE CORPORATION,
WITH AND INTO "STANTEC CONSULTING SERVICES INC." UNDER THE
NAME OF "STANTEC CONSULTING SERVICES INC.", A CORPORATION
ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF NEW YORK,
AS RECEIVED AND FILED IN THIS OFFICE ON THE TWENTY—NINTH DAY OF
JUNE, A.D. 2022, AT 6:09 O'CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF
THE AFORESAID CERTIFICATE OF MERGER IS THE THIRTIETH DAY OF
JUNE, A.D. 2022.
6887708 8100M
SR# 20222868797 �"�
You may verify this certificate online at corp.delaware.gov/authver.shtml
Jar1roy VY. EWIuK&_SrcMiry 41 Emit
Authentication: 203882110
Date: 07-11-22
DocuSign Envelope ID: 434CC959-DACA-424D-9360-5DC42A66COD0
State of Delaware
Secretary of State
Division of Corporations
Delivered 06:09 Phi 06/29/2022 CERTIFICATE OF MERGER
FILED 06:09 PN1061292022
SR 20222868797 - File Number 4334428
OF
CARDNO USA, INC.
(a Delaware corporation)
WITH AND INTO
STANTEC CONSULTING SERVICES INC.
(a New York corporation)
Pursuant to Section 252 of the General Corporation Law of the State of Delaware
(the "DGCL"), Stantec Consulting Services Inc., a New York corporation (the "Company"), in
connection with the merger of Cardno USA, Inc., a Delaware corporation ("CUSA"), with and
into the Company (the "Merg_er'), does hereby certify that:
FIRST: The name and state of incorporation of each of the constituent
corporations of the Merger (the "Constituent Corporations") is as follows:
(i) Stantec Consulting Services Inc., which is incorporated under the laws of
the State of New York; and
(ii) Cardno USA, Inc., which is incorporated under the laws of the State of
Delaware.
SECOND: An Agreement and Plan of Merger, dated as of June 29th , 2022, by
and among the Company and CUSA (the "Amement and Plan of Merger") has been approved,
adopted, executed, certified and acknowledged by each of the Constituent Corporations in
accordance with the requirements, as applicable, of Section 252 of the DGCL and Section 904 of
the New York Business Corporation Law.
THIRD: The Company shall be the surviving corporation in the Merger (the
"Surviving Corporation") and the name of the Surviving Corporation shall remain "Stantec
Consulting Services Inc.", a New York corporation.
FOURTH: The certificate of incorporation of the Surviving Corporation shall be
the certificate of incorporation of the Company.
FIFTH: The Merger shall become effective on June 30th , 2022, after the fling
of this Certificate of Merger with the Secretary of State of the State of Delaware.
DocuSign Envelope ID: 434CC959-DACA-424D-9360-5DC42A66CODO
SIXTH: The Agreement and Plan of Merger is on file at the principal place of
business of the Surviving Corporation. The address of the principal place of business of the
Surviving Corporation is Stantec Consulting Services Inc., 370 Interlocken Boulevard, Suite 200,
Broomfield, Colorado, 80021-8009.
SEVENTH: A copy of the Agreement and Plan of Merger will be furnished by
the Surviving Corporation, on request and without cost, to any stockholder of either of the
Constituent Corporations.
EIGHTH: The Surviving Corporation agrees that it may be served with process
in the State of Delaware in any proceeding for enforcement of any obligation of the Surviving
Corporation arising from the Merger and irrevocably appoints the Secretary of State of Delaware
as its agent to accept services of process in any such suit or proceeding. The Secretary of State
shall mail any such process to the surviving corporation at c/o Stantec Consulting Services Inc.,
370 Interlocken Boulevard, Suite 200, Broomfield, Colorado, 80021-8009.
[The remainder of this page is intentionally left blank.]
DocuSign Envelope ID: 434CC959-DACA-424D-9360-5DC42A66CODO
IN WITNESS WHEREOF, the undersigned corporation has caused this Certificate of
Merger to be duly executed by its authorized officer.
Dated: June 29th , 2022
STANTEC CONSULTING SERVICES INC.
By:
J ffrey P. Stone
Title: Director, Vice President and
Assistant Secretary
[Signature Page to the DE Certificate of Merger]