HomeMy WebLinkAboutContract 1618 Michael Baker We Make a Difference
INTERNATIONAL
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 new tax ID number which is listed.below and should
be used moving forward.
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
would prefer payment via electronic transfer if at all possible.
Electronic Transfer: Payment via Lockbox:
Michael Baker International,Inc. Michael Baker International,Inc.
Citizens Bank PO Box 515714
ABA: 036-076-150 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!Pittsburgh,PA 15219
MBAKERINTI.COM Office:412.269.63001 Fax:412.375.3980
Form _9 Request for Taxpayer Give Form to the
(Rev.December 2014) Identification Number and Certification requester.Do not
Department of the Treasury send to the IRS.
Internal Revenue Service
1 Name(as shown on your income tax return).Name Is required on this line;do not leave this line blank.
Michael Baker International,Inc.
of 2 Business name/disregarded entity name,if different from above
d
rn
CO
a 3 Check appropriate box for federal tax classification;check only one of the following seven boxes: 4 Exemptions(codes apply only to
c
y ❑IndividuaUsole proprietor or Corporation
a o single-member LLC C ❑S Corporation ❑ Partnership ❑Trust/estate inslrucctbnsmoon a 3): duals;see
A.1 p ❑Limited liability company.Enter the tax classification(C=C corporation,S=S corporation,P=partnership)► payee code(if any)
o Note.For a single-member LLC that is disregarded,do not check LLC:check the appropriate box in the line above for Exemption from FATCA reporting
Z y the tax classification of the single-member owner.
ae ( any)
❑Other(see instructions)... code(if an 5
5 Address(number,street,and apt.or suite no.) (Arco ro ss(optional)r wa cubro.e^•u sl
Requester's name and address
is
o. P.O.Box 515714
m 6 City,state,and ZIP code
co o Los Angeles,CA 90051-5195
7 List account number(s)here(optional)
Part I Taxpayer Identification Number(TIN)
Enter your TIN in the appropriate box.The TIN provided must match the name given on line 1 to avoid 1 Socials
backup withholding.For individuals,this is generally security number
resident alien,sole proprietor,or disregarded entity see the Part I instructions on page 3.For theror a I i - I -I I I I I
entities,it is your employer Identification number(EIN).If you do not have a number,see How to get a
TIN on page 3.
or
Note.If the account is in more than one name,see the instructions for line 1 and the chart on page 4 for I Employer Identification number I
guidelines on whose number to enter.
2 5 -Ih12l218I6I3I8I
Part 11 Certification
Under penalties of perjury,I certify that:
1. The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me);and
2. I am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue
Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am
no longer subject to backup withholding;and
3. I am a U.S.citizen or other U.S.person(defined below);and
4.The FATCA code(s)entered on this form(if any)indicating that I am exempt from FATCA reporting is correct.
Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding
because you have failed to report all interest and dividends on your tax return.For real estate transactions,item 2 does not apply.For mortgage
interest paid,acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement(IRA),and
generally,payments other than interest and dividends,you are not required to sign the certification,but you must provide your correct TIN.See the
instructions on page 3.
HeI Signatufe of 7.7...,...„1...=,..._.----,.,.....
-
July I.2015 US.pon► Mark Petrosk y .N Date II,-
General Instructions •Form 1098(home mortgage interest),1098-E(student ban interest).1098-T
Section references are to the Internal Revenue Code unless otherwise noted. (tuition)
developments.Information about deve _ •F torm 1099-C(canceled debt)
b
as legislation enacted after we release it)is at www.irs.gov affecting Form ng •
Form W-9(such • 1099-A(acquisition or abandonment of secured
Property)
Purpose of Form Use Form W-9 only if you area U.S.person(including a resident alien),to
provide your correct TIN.
An individual or entity(Form W-9 requester)who is required to file an information if you do not return Form W-9 to the requester with a TIN,you might be subject
return with the IRS must obtain your correct taxpayer identification number(TIN) to backup withholding.See What is backup withholding?on page 2.
which may be your social security number(SSN),individual taxpayer identification
number(ITIN),adoption taxpayer Identification number(ATIN),or employer By signing the filled-out form,you:
identification number(EIN),to report on an information return the amount paid to 1.Certify that the TIN you are giving is correct(or you are waiting for a number
you,or other amount reportable on an information return.Examples of information to be issued),
retums include,but are not limited to,the following: 2.Certify that you are not subject to backup withholding,or
•Form 1099-INT(interest earned or paid) 3,Claim exemption from backup withholding if you area U.S.exempt payee.If
•Form 1099-DN(dividends,including those from stocks or mutual funds) applicable,you are also certifying that as a U.S.person,your allocable share of
•Form 1099 MISC(various types of Income,prizes,awards.or gross proceeds) any partnership income from a U.S.trade or business is not subject to the
9 P ) withholding tax on foreign partners'share of effectively connected income,and
•Form 1099-B(stock or mutual fund sales and certain other transactions
brokers) by 4.Certify that FATCA code(s)entered on this form(it any)Indicating that you are
exempt from the FATCA reporting,is correct.See What is FATCA reporting?on
•Form 1099-S(proceeds from real estate transactions) page 2 for further information.
•Form 1099-K(merchant card and third party network transactions)
Cat No.10231X Form W-9(Rev.12-2014)
• ' D 1 299
•
•
.„ ,; State of California .
�' 7 Secretary of State
Certificate of Merger
1113 6019.118019.1,(California Corporati�Code sections
(g),5203(g), 9640,12540.1,15911.14,16915(6)and 17710.14) • .
•
IMPORTANT—Read all Iisttuctions before completingthisRoma .T sSpaceForFirms)UseOny
1. NAME OF SURVIVING ENTITY '2. TYPE OF ENTITY 3. CA SECRETARYOF STATE FRE NUMBER 4. JURISDIOT)ON ��
t.Michael B ,inc.. Corporation 1003244 Pemsytvmta•
'-- 5.• NAME OF DISAPPEARING ENTITY S...TYPE OF ENTITY 7, CA SECRETARY OF STATE FILE NUMBER E. Jmjso TIo N
ROW cbnsi fng - Cc•poratSon
•° C0423965 Cddomie .
P. THEPRINCIPALTERMSOFTHEAGREeMENTOfMERGERWEREAPPROVED BYAVOLEOPTIEN}U4BEROFINTERESTSORSHARESOFEACHQASSTHAT.
EQtW.ED OR EXCEEDED THE VOTE REQUIRED. OF VOTE WAS REQUIRE°,spEcirY THE ClAss MO THE NUMBER OF OUTSTAA01NO INTERESTS OF
geCHcJAS6 ENTITIES 70VOTEONTIEMERGElfAIDflEPERCENAGEVOTERH}WREOCiFeJW• .ATfACHAD0mnONALPACES.fNEEDED.
•
plifeiTVINO ENTITY • INSAPPRARING I+irTn
CUSSANO PACER AND PERCgrrAGEVarFRE^oc• OLAE8ANutmiR MO II03,2 E26E.OTERFQttm -
One(I)share of common stock 100'/6 987,409 shares of common stock 100%
t0. IF EQUITY SECURITIES OFA PARSIT PARTY ARE TO BE ISSUED N THE AsRGER,CHECK THE APPLISAaE STATEMHtr. •
• 0 No vote of the shareholders of the parent patty was regrdred. 0 Tf e required yobs of the Shareholders or the Parent, Waffled.
11. IF THE SURVIVING FAIRY IS A DOMESTIC UNtIED LIABUTY COMPANY.UMREp PART ERSHDP.OR PARTNERS/0,Pjksh ETHE RECILIsITE CHANGES OF
STATEMENT A10 E INFORMATION�FORTH IN THE SLnvM a saws ARTRUES OF ORGANIZATION,CERARCATE OF UMATBI PARTNERSHIP OR .
AUTHORITY RESULTING FROM THE MERGER.ATTArti ADDITIONAL PAGES,is heccastRY. •
it IF A DO:APPEARING sI TTY iS A Domestic memo meow COMPANY,LIMITED PARTNERS/SP.OR PARTNERSHG,MO THE SURVIVIG ENTITY IS NOT
A DOMEBTIC ENTRY OF TH ESAME TYPE,ENTER THE PP;94C.IPALADORERS OF THE SURVIVING ENTITY.
PRINCIPAL ADDRESS OF SURVIVING ENTITY • CTTYAVD STATE ZIP CODE
IS. (mW INFORMATION REQUIRED TO BE STATED IN THE CERTIFICATE OF MERGER BY Th'E LAWS UNDFR WHICH FAQi CONSTRRENT aiHER BUSINESS
E NTTY Is ORGANIZED.ATTACHADPR10Nr1L PAGES,IF NECESSARY. ,
•
14. STATUTORY Ok OTHER BASIS UH el ee-CHta ronetGN OTHErt eusiNess air IY IS AUIHORR2mTOEFFECT 1S.RJTLS1E EFFEDITIE DATE.IF ANY
THE MERCER .
• Section 33-44-905 of the 1976 South Carolina Code of Laws,as amended ' q,Rohd,) a„yl t>'
tE ADDITIONAL INFORMATiON SET FORTH ON ATTACHED PAGES,IF ANY,IS INCORPcP.A ED HEREIN BY*ME REPERENCE AND MADE PART OF THIS
CERTIFICATE.
17. I CER11FY1INOER PENALTY OF PERJURY UNDER THE LAWS DF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT OF MY OWN
KN• .• I DECLARE I MI THE FSERSON WHp secure)TreS NNSTR .WHICH EXECUTION 1S MY ACT AND DEED. •
h ,r.4 _4 t !S” H.James McKnlaht,Exec W&Secretary• .•R OF • ." . ' "'•:-- `SURWVWGENTI1Y TE TYPE OR PRINT NAME ANDTUlEOP AUTHORIZED PERs N '
•
l i '4 I f '� H.]amen McKnight,Exec VP&SecTZ'ax ry
SKaNA f' • •--;.,m. ••:;;r . :T•r . 'TYPE OR PRINT mats AND ITILEOFAUTHORRZEOP ON
Ai V i • e H.James MdCntght,Exec VP&Secretary
Wm
• IH s. -` ; .. TIlEE DISAPPr:APoN EHTI P TYPE OR PRINT NAMEANO TIiLE OF AIJTNORUi•}MUM
saunas ED ��.i� u ___ S H.James McKnight,Exec YP&SecreLUY.
OR THEOISAPPEAR E,NTI 1E TYPE OR PRINT NAME AND TITIEOFAUiHORiEDPERSON'
' For an entity that is a bu t•reel estate investment trust or an unincorporated
assodatlon,Set forth the provision of hew or other basis for the authority of the person signing:
GEEMFRGER-1 p ...•• �tEV 01rT015}, APPROVED 8Y5£LRETORY OF S_
. I .
DI: 9g
Addendum to California Certificate of Merger
iRBF Consulting,a California corporation and The LPA Group,LLC,a South Carolina limited
i liability company with and into Michael Baker International;Inc.,a Pennsylvania corporation
1
1 Additional Information • .
I Additional Party to the Merger:
'NAME OF DISAPPEARING TYPE OF ENTITY GA SECRETARY OF STATE FILE# JURISDICTION
1 ENTITY , N/A
Limited Liability South Carolina
. The LPA Oro"),LLC .Company.
I THE PRINCIPAL TERMS OF THE AGREEMENT OF MERGER WERE APPROVED BY A VOTE OF THE
I NUMBER OF INTERESTS OR.SHARES OF EACH Q1,ASS THAT EQUALED OR EXCEEDED THE VOTE
i REQUIRED. . .
i i ISAPPEAR NQ EN'i't ry •
Tho LPA Group,LLC
! .
i CI,AES ND A(,UMBER ANA FEACENFAOE V9TB REQUIRED
•
! 1,000 shares of common stock 30.1%
The Agreement of Merger was approved by the unaniinous vote of all of the issued and outstanding shares of capital
stock of The LPA Croup,LLC
I
i
i
I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT .
THE FOREGOING IS TRUE AND CORRECT OF MY OWN KNOWLEDQB. I DECLARE I AM THE PERSON
t • WO EXECUTED THIS INSTRUMENT,WIf1CH EXECUTION IS MY ACT AND DEED. •
' THE LPA GROUP,LLC(Disappearing Entity) •
t
i
By: . . 4uL 1 20\$ i
Name:H.Jame*McKni 1
Title: Executive Vice President,
Chief Legal Officer&
Corporate Secretary
' r i
•
•
hereby cereftoregolnp
trisaatot vMIKE•. A• Is e full,true and correct copy of the
brothel reconfin ate onto*,of Ile
California Secretary of Sr's office.
JUL 0 7 2015
Date: (J �(
ALEX I ADIU ,Secretary of State
Entity 40:7705i/29015
Date Filed 07(01(28 015
Pedro A.Cortes
Secretary of the Commonwealth
PENNSYLVANIA DEPARTMENT OF STATE
BUREAU OF CORPORATIONS AND CHARITABLE ORGANIZATIONS
D Rotors document by mail to:
{
CT COUNTER Commonwealth Meof rger r 5 ag(s)
Nanbe .. Statement of Merger 5 Page(s)
„ty a�a6$I 5- 40 IIIIIIIIIIIIIIIIII�II 11111 III1UIMIflIRff!JIfflhIJHI Code
11518267029
ORatan document by email to: 333
Read all instructions prior to completing.
•
Fee: $70 plus$40 for each association that is a party to the merger
The minimum amount to be submitted with this filing is$150
In compliance with the requirements of the applicable provisions of iS Pa.C.S.§335(relating to Statement of
merger),the undersigned,desiring to effect a merger,hereby states that
A. For the surviving association:
1. The name of the surviving association is: Michael Baker International.Inc.
2. The jurisdiction of formation of the surviving association;pennsylvania
3. The type of association of the surviving association is(check only one):
Business Corporation
❑
Nonprofit Corporation
❑ Limited Liability Company
❑ Limited Patnerahip
❑ Limited Liability(General)Partnership
❑ Limited Liability Limited Partnership
❑ Business Trust
❑ Professional Association
❑ Other
2015 JUL :1 P11 1: 10
COMM OF PA
DEP.T.OF STATE
fi
DSCB:I S43$-2
1
1 4.The surviving association is a(check only o box,x,provide address and follow instructions for attachments):
9' Domestic(Pennsylvania)filing entity already in existence on Department of State records
If applicable attach to this Statement any amends:au to its public organic record dyed as part oft a plan of merger.
❑ NEW domestic(Pennsylvania)filing entitY
Attach to this&element the public organic (includes of the new limited liability limited partnership}
py r8' reaotd of the new emly.
• ❑ Foreign filing association or foreign limited liability partnership already registered with the Department,
if applicable,attach to this Statement any amendment to or transfer of its foreign registration
("merger-
. egLstr at approved as part ofthepla»
❑ Foreign filing association or foreign limited liability partnership simultaneously seeking registration with the
Department of State
Attach to this Statement a completed form DSCR:I5-412(Foreign Registration Statement)with applleaablefee and
attachments.
Its current registered office address.Complete pan(a)OR(b)—not both:
•• (a)$D Grant Street.Suite 5400 P_ittsberrb.PA 1g214•
Number and street City State Zip AtkCounty
(b)c/o:
Name of Camel Registered Office Provider
County
❑ NEW domestic(Pennsylvania)limited liability partnership or electing partnership
Attach completed DSCB:I S-R201(tatemen of Registration)or DSO:IS-8701A(Statement of Election)
❑ Domestic association that is not a domestic filing association
Attach to this Statement tax clearance certificate!.
The address,including street and number,if any,of its principal office:
Number and street City Step
ZIP County
❑
Foreign association that is not and will not be registered with the Department of State
Attach to this Statement tax clearance eertricates.
The address,including street and number,if any,of its registered or similar office,if any,required to be
maintained by the law of its jurisdiction of formation;or if it is not required to maintain a registered or
similar office,its principal office•.
Number end sired
City
DSCB:15-333-3
B. For the merging association(s)that are not surviving the merger:
1.The name of the merging association is:RBF Consulting
2.The jurisdiction of formation of the merging association:California
1 3. The typo of association is(check
on! one):
Business Corporation 011 Limited Partnership 0 Business Trust❑Nonprofit Corporation
• 0 Limited Liability(General)Partnership 0 Professional Association
❑Limited Liability Company ❑Limited Liability Limited Partnership ❑Other
4. Check and complete one of the following addresses.
If the merging association is a domestic filing association,domestic limited liability association,the current registered office address as on file with the Department o f State. or registered
Complete part(a)OR(b)—not both: partnteat of State,
L7 (a)
Number and stud City State ZIP County
(b)do:
Name ofComennciat Registered Office Provider
Comity
If the merging association Is a domestic association that is not a domestic filing association or limited
liability partnership,the address,including street and member,if any,of its principal office:
Number and street Ch, State
County
If the merging essociatlon is a nonregistered foreign association,the address,including street and number,if
any,of its registered or similar office,if any,required to be maintained by the law of Its jurisdiction of formation;
p(( or if it is not required to maintain a registered or sfffar office,its principal office address:
tto Cl'Corrtoradun System.818 W.Seventh Street.Salle 930.Los Angeles.CA50017
Number and street City State Zip
Use Statement of Merger—Addendum(DSCB;IS-33SAD)
for additional merging parties that are not surviving the merger.
1
DSCB:15-335-4
•
C. Effective date of statement of merger(check,and if appropriate complete,one of the following):
(Tbis Statement of Merger a
[� erger shall be effective upon filing in the Department of State.
ThZ idemsnt ofMerg r shall ha offaativa nn• Qt
Date(MM/DD/YYYY) Heir Of any)
{ D. Approval of merger by merging associations(check all applicable statement(s)):
• For domestic entities—The merger was approved in accordance with 15 Pa.C.S.Chapter 3,Subchapter C
(relating to merger).
For foreign associations—The merger was approved in accordance with the laws of the jurisdiction of formation.
For domestic associations that are not domestic entities—The merger was approved by the interest holders of the
merging association in the manner required by its organic law.
E. Attachments(see instructions for required and optional attachments).
IN TESTIMONY WHEREOF,the undersigned merging associations have caused this Statement of Merger to be signed
by duly authorized officers thereof this I day
of July ,201 5.
•
Michael Baker International,Inc..
Nome ofcorporadba/Lhafteil.Pattierrhip •
Exec.VP,CLO it Corporate Secretary
This
•
ABF Consulting -
Name of CorporatiodLimitod Partnership
14171E107.*At*
Bxec.VP,CLO&Corporate Secretary -
Title
•
•