Exhibit 3.26
STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
| WITNESS my hand and official seal of the Department of State, at the City of Albany, on May 4, 2015.
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/s/ Anthony Giardina | |
Anthony Giardina Executive Deputy Secretary of State | |
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Rev. 06/13 |
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B 090296
RESTATED CERTIFICATE OF INCORPORATION
OF
PRC ENGINEERING, INC.
Under Section 807 of the Business Corporation Law
FIRST: The name of the corporation is PRC Engineering, Inc. The name under which the corporation was formed is Frederic R. Harris, Inc.
SECOND: The Certificate of Incorporation of the corporation was filed by the Department of State on May 3, 1930. The corporation was formed pursuant to the provisions of the Stock Corporation Law. A Restated Certificate of Incorporation of the corporation was filed by the Department of State on January 15, 1970. A second Restated Certificate of Incorporation was filed by the Department of State on August 14, 1972. A third Restated Certificate of Incorporation was filed by the Department of State on September 26, 1979.
THIRD: The restatement of the Restated Certificate of Incorporation of the corporation was authorized by the unanimous written consent of the executive committee of the board of directors of the corporation on March 23, 1984.
FOURTH: The text of the Restated Certificate of Incorporation of the corporation, is hereby restated without amendment or change to read in full as follows
“FIRST: The name of the corporation is PRC ENGINEERING, INC.
“SECOND: The purposes for which it is to be formed are as follows, to with:
“To design, lay out, plan, and to make and draw plans and specifications for the construction of buildings of all kinds, bridges, railroad, viaducts, tunnels and other structures to supervise the construction thereof and to engage a corps of competent engineers, architects and other assistants to make said plans and specifications and to supervise the execution thereof; to make estimates on the cost of and to bid for, make and execute contracts, for the construction of buildings of all kinds, bridges, railroads, viaducts, tunnels, railroad bridges, elevated railroads, subways, street and interurban railroads, and railroads, buildings and structures of every kind, nature and description and for any and every purpose, to design, acquire patents for, manufacture, buy, sell, import, export, install and generally deal in railroad cars, engines, tenders, rails, switches, ties, block and other signals, breaks, wheels, and all tools, appliances and devices and every other thing necessary to a properly equipped railroad system, whether operated by steam, electricity or other motive power.
“To design lay out, plan, and to make and draw plans and specifications for docks, wharves, piers, river, harbor and port improvements, and to supervise the constructions of the same; and to make and execute contracts for the construction of docks, wharves, piers and for river, harbor and port improvements, dredging work, reclamation of lands under water, the construction, equipment and improvement of accommodations for the docking and berthing of ships and other water and air craft; to design and supervise the construction of and to make and execute contracts for the construction of foundations, breakwaters, jetties, piers, wharves, docks, sea walls, lighthouses, bridges, tunnels, pneumatic and submarine works, and to conduct all other operations necessary of incidental thereto, including the ownership, hiring and other acquisition of ships, lighters, floats, dredges, barges, dock and other boats, and the use and operation of the same in connection with the foregoing purposes of the corporation.
“To design, supervise the construction of and to make and execute contracts for the construction of, and to maintain and operate waterhouses, sheds, cold storage plants on or near docks, wharves or piers, cranes and other devices for loading and unloading freight.
“To carry on a general wrecking, salvage and dredging business and to do either upland or under water excavating, dredging, filling and reclaiming and construction work of all kinds; to search for, locate, rescue, raise, repair and restore to the owners or turn to account in any lawful manner, vessels, cargoes and marine and other property of all kinds which may have been lost, sunk, grounded or in any wise damaged or incapacitated on land or water, to build, construct, move, raise and repair buildings, plants and structures of all kinds, private or public, either above or below the surface of the water or of the land.
“To design, plan, lay out, draw plans and specifications for, supervise the construction of and to make and execute contracts for the construction of, and to operate and maintain power plants and developments, transmission lines, tunnels, subways, drainage and irrigation systems; to do architectural, and engineering work and contracting of every kind, nature and description whatsoever, and in every part of the world, and to acquire and hold the necessary plat and equipment to carry out the above objects.
“To acquire by subscription, purchase or otherwise, and to hold for investment or for resale, to sell, pledge, hypothecate, and in all ways deal with stocks, script, bonds, consols, debentures, mortgages, notes, trust receipts, certificates of indebtedness, interim receipts and other obligations and securities of corporations, private, public, quasi-public or municipal, foreign or domestic; to collect the interest and dividends on its holdings and the principal thereof when due.
“To enter into, make, perform and carry out contracts of every kind which may be necessary for or incidental to the business of the corporation with any person, firm, corporation, private, public or municipal, or body politic under the Government of the United States or of any territory, protectorate, dependency or insular or
other possession or acquisition of the United States, or of any foreign government, so far as and to the extent that the same may be done and performed by a corporation organized under the Stock Corporation Law.
“To borrow money and, from time to time, to make, accept, endorse, execute and issue bonds, debentures, promissory notes, bills of exchange and other obligations of the corporation for moneys borrowed or in payment for property acquired or for any other of the objects or purposes of the corporation or its business, and to secure the payment of any such obligations by mortgage, pledge, deed, indenture, agreement or other instrument of trust, or by other lien upon, assignment of or agreement in regard to all or any part of the property, rights or privileges of the corporation wherever situated and whether new owned or hereafter acquired.”
“To purchase or otherwise acquire real estate and leaseholds or any interest therein in addition to such as may be necessary for the purposes hereinbefore expressed, and to own, hold, improve, sell and deal in the same.
“To do all and everything necessary, suitable and proper for the accomplishment of any of the purposes or the attainment of any of the objects or the furtherance of any of the powers hereinbefore set forth, either alone or associated with other corporations, firms or individuals, and to do any other act or acts, thing or things, incidental or pertaining to or growing out of or connected with the aforesaid business or powers or any part or parts thereof, provided the same be not inconsistent with the law under which this corporation is organized.
“THIRD: The aggregate number of shares which the Corporation shall have authority to issue is One Hundred (100), all of which are to be without Par Value.
“FOURTH: The office of the corporation is to be located in the City, County and State of New York.
“FIFTH: The duration of the corporation shall be perpetual.
“SIXTH: The number of directors of this Corporation shall be not less than three (3) nor more than eleven (11).
“SEVENTH: The Secretary of State is designated as the agent upon whom process against the Corporation may be served within the State of New York. The post office address to which the Secretary of State shall mail a copy of any process against the Corporation served upon him is 521 Fifth Avenue, c/o The Prentice-Hall Corporation System, Inc., New York, New York, 10175.
“EIGHTH: The Corporation may issue and sell its shares without par value for such consideration as from time to time may be fixed by the Board of Directors.”
Signed on March 23, 1984
| /s/ Jerome M. Fischer | ||
| Jerome M. Fischer | ||
| President | ||
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| /s/ Ruth M. Friedman | ||
| Ruth M. Friedman | ||
| Secretary | ||
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State of New York | ) |
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County of New York | ) |
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Ruth M. Friedman, being duly sworn, deposes and says that she is one of the persons who signed the foregoing Restated Certificate of Incorporation; that she signed said Certificate in the capacity set opposite or beneath her signature thereon, that she has read the foregoing Certificate and knows the contents thereof; and that the statements contained therein are true to her own knowledge.
| /s/ Ruth M. Friedman | |
| Ruth M. Friedman | |
| Secretary | |
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Subscribed and sworn to before me this 23rd day of March, 1984 |
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[ILLEGIBLE] |
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Notary Public |
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[ILLEGIBLE] |
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[ILLEGIBLE] |
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[ILLEGIBLE] |
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[ILLEGIBLE] |
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STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
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WITNESS my hand and official seal of the Department of State, at the City of Albany, on May 4, 2015. | |
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/s/ Anthony Giardina | |
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Anthony Giardina | |
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Executive Deputy Secretary of State |
Rev. 06/13
P-H
B 172323
CERTIFICATE OF CHANGE
OF
PRC ENGINEERING, INC.
(Under Section 805-A of the Business Corporation Law)
FIRST: The name of the corporation (the “corporation”) is PRC ENGINEERING, INC. The name under which the corporation was formed is FREDERICK R. HARRIS INC.
SECOND: The certificate of incorporation of the corporation was filed by the Department of State on May 3, 1930.
THIRD: The certificate of incorporation of the corporation is hereby changed so as to change the post office address to which the Secretary of State of the State of New York shall mail a copy of any process against the corporation served upon him; and, to accomplish said change, the statement in the certificate of incorporation relating to said post office address is hereby stricken and the following statement is substituted in lieu thereof:
“The post office address within the State of New York to which the Secretary of State of the State of New York shall mail a copy of any process against the corporation served upon him is c/o the Prentice-Hall Corporation System, Inc., 136 Madison Avenue, New York, New York 10016.”
FOURTH: A notice of the proposed change was mailed by the undersigned to the corporation not less than 30 days prior to the date of the delivery of this certificate to the Department of State and the corporation has not objected thereto. The person signing this certificate is the agent of the corporation to whose address the Secretary of State of the State of New York is required to mail copies of process.
IN WITNESS WHEREOF, we have subscribed this document on the date hereinafter set forth and do hereby affirm, under the penalties of perjury, that the statements contained therein have been examined by us and are true and correct.
Dated: November 16, 1984
| THE PRENTICE-HALL CORPORATION SYSTEM, INC. | |
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| By | /s/ Stephen W. Craig |
| Stephen W. Craig, Vice-President | |
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| /s/ Grant M. Dawson | |
| Grant M. Dawson, Secretary | |
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| [ILLEGIBLE] | |
B 172323
STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
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| WITNESS my hand and official seal of the Department of State, at the City of Albany, on May 4, 2015. | |
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| /s/ Anthony Giardina | |
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| Anthony Giardina | |
| Executive Deputy Secretary of State | |
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Rev. 06/13
[ILLEGIBLE]
STATE OF-NEW-YORK | : |
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COUNTY OF ALBANY | : |
[ILLEGIBLE] 470937
In accordance with the provisions of section 805 of the Business Corporation Law, consent is hereby given to the change of name of PRC ENGINEERING, INC. to FREDERIC R. HARRIS, INC. contained in the annexed certificate of amendment to the certificate of incorporation.
This consent to filing, however, shall not be construed as approval by the Board of Regents, the Commissioner of Education or the State Education Department of the purposes or objects of such corporation, nor shall it be construed as giving the officers or agents of such corporation the right to use the name of the Board of Regents, the Commissioner of Education, the University of the State of New York or the State Education Department in its publications or advertising matter.
| IN WITNESS WHEROEF this instrument is executed and the seal of the State Education Department is affixed this 12th day of March, 1987. | |
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Gordon M. Ambach | ||
Commissioner of Education | ||
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By: | /s/ James H. Whitney | |
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James H. Whitney | ||
Acting Counsel | ||
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF
PRC ENGINEERING, INC.
(Pursuant to Section 805 of the New York Business Corporation Law)
FIRST: The name of the corporation is:
“PRC ENGINEERING, INC.”
SECOND: The Certificate of incorporation was filed in the office of the Department of State in Albany, New York on May 3, 1930 under the name “FREDERIC R. HARRIS, INC.” The name of the corporation was changed to FREDERIC R. HARRIS ENGINEERING CORPORATION by Certificate of Amendment of Certificate of Incorporation filed in the office of the Department of State in Albany, New York on September 13, 1943, was further changed to FREDERIC R. HARRIS, INC. by Certificate of Amendment of Certificate of Incorporation filed in the office of the Department of State in Albany, New York on May 4, 1949, was further changed to PRC HARRIS, INC. by Certificate of Amendment of Certificate of Incorporation filed in the office of the Department of State in Albany, New York on June 29, 1979, and was further changed to PRC ENGINEERING, INC., by Certificate of Amendment of Certificate of Incorporation filed in the office of the Department of State in Albany, New York on July 7, 1981.
THIRD: The amendment of the Certificate of Incorporation effected by this Certificate of Amendment is to change the name of the corporation to: FREDERIC R. HARRIS, INC.
FOURTH: To accomplish the foregoing amendment, Article FIRST of the Certificate of Incorporation relating to the name of the corporation is hereby stricken and the following Article is substituted in lieu thereof:
“FIRST: The name of the corporation is: FREDERIC R. HARRIS, INC. ”
FIFTH: The manner in which the foregoing amendment of the Certificate of Incorporation was authorized was by written consent of the holder of all of the outstanding shares of the corporation, as subsequently ratified and approved unanimously by the Board of Directors of the corporation.
IN WITNESS WHEREOF, this certificate has been executed this 9th day of February, 1987 and we affirm the statements contained therein as true under penalties of perjury.
| PRC ENGINEERING, INC. |
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| /s/ Lewis G. Noe |
| Lewis G. Noe, Vice President |
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| /s/ Dan L. Denison |
| Dan L. Denison, Asst. Secretary |
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STATE OF GEORGIA |
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COUNTY OF FULTON |
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Lewis G. Noe and Dan L. Denison, being duly sworn, each deposes and says that they are the Vice president and Assistant Secretary, respectively, of PRC Engineering, Inc., the corporation which signed the foregoing Certificate of Amendment in their capacities as Vice president and Assistant Secretary; that they signed said Certificate in the corporate name; that they have read the said Certificate and know the contents thereof; and that the statements contained therein are true of their own knowledge.
| /s/ Lewis G. Noe | |
| Lewis G. Noe, Vice President | |
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| /s/ Dan L. Denison | |
| Dan L. Denison, Asst. Secretary | |
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Subscribed and sworn to before me this 9th day of February, 1987. |
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[ILLEGIBLE] |
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Commission Expires: |
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[ILLEGIBLE] |
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[ILLEGIBLE] |
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STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
| WITNESS my hand and official seal of the Department of State, at the City of Albany, on May 4, 2015. |
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/s/ Anthony Giardina | |
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Anthony Giardina | |
Executive Deputy Secretary of State |
Rev. 06/13
1-27-87
[ILLEGIBLE]
CERTIFICATE OF CHANGE
OF
FREDERIC R. HARRIS, INC.
(Under Section 805-A of the Business Corporation Law)
FIRST: The name of the corporation (the “corporation”) is
FREDERIC R. HARRIS, INC. The name under which the corporation is formed is FREDERIC R. HARRIS, INC.
SECOND: The certificate of incorporation of the corporation was filed by the Department of State on May 3, 1930.
THIRD: The certificate of incorporation of the corporation is hereby changed so as to change the post office address to which the Secretary of State of the State of New York shall mail a copy of any process against the corporation served upon him; and, to accomplish said change, the statement in the certificate of incorporation relating to said post office address is hereby stricken and the following statement is substituted in lieu thereof:
“The post office address within the State of New York to which the Secretary of State of the State of New York shall mail a copy of any process against the corporation served upon him is c/o The Prentice-Hall Corporation System, Inc., 1 Gulf+Western Plaza, New York, New York 10023-7773.”
FOURTH: A notice of the proposed change was mailed by the undersigned to the corporation not less than 30 days prior to the date of the delivery of this certificate to the Department of State and the corporation has not objected thereto. The person singing this certificate is the agent of the corporation to whose address the Secretary of State of the State of New York is required to mail copies of process.
IN WITNESS WHEREOF, we have subscribed this document on the date hereinafter set forth and do hereby affirm, under the penalties of perjury, that the statements contained therein have been examined by us and are true and correct.
Dated: November 10, 1986
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| THE PRENTICE-HALL CORPORATION SYSTEM, INC. |
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| By | /s/ Stephen W. Craig |
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| Stephen W. Craig, Vice-President |
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| /s/ Grant M. Dawson |
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| Grant M. Dawson, Secretary |
STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
| WITNESS my hand and official seal of the Department of State, at the City of Albany, on May 4, 2015. |
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/s/ Anthony Giardina | |
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Anthony Giardina | |
Executive Deputy Secretary of State |
Rev. 06/13
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF
FREDERIC R. HARRIS, INC.
(Pursuant to Section 805 of the New York Business Corporation Law)
FIRST: The name of the corporation is Frederic R. Harris, Inc. The name under which the corporation was formed was Frederic R. Harris Inc.
SECOND: The Certificate of Incorporation of said Corporation was filed by the Department of State on May 3, 1930.
THIRD: The amendment of the Certificate of Incorporation effected by this Certificate of Amendment is to change the presently authorized 100 shares at no par value all of which are issued 100 shares of the par value of (1) dollars each all of which are issued, at a rate 1 to1.
FOURTH: To accomplish the foregoing amendment, Article Three of the Certificate of Incorporation relating to share value is hereby stricken and the following Article substituted in lieu thereof:
“Third: The aggregate number of shares which the Corporation shall be authorized to issue is One Hundred (100) each of which shall have a par value of one (1) dollar.”
FIFTH: The manner in which the foregoing amendment of the Certificate of Incorporation was authorized was by unanimous written consent of the Board of Directors of the Corporation followed by written consent of the holder of all of the outstanding shares of the corporation.
IN WITNESS WHEREOF, this certificate has been executed this 18 day of August 1987 and we affirm the statements contained herein as true under penalties of perjury.
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| FREDERIC R. HARRIS, INC. |
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| By | /s/ Paul Schwartz |
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| Paul Schwartz, Vice president |
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| By | /s/ Kent Sloan |
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| Kent Sloan, Secretary |
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State of Oklahoma | ||
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Country of Tulsa | ||
Paul Schwartz and Kent Sloan, being duly sworn, each deposes and says that they are the vice President and Secretary, respectively, of Frederic R. Harris, Inc., the corporation which signed the foregoing certificate of Amendment in their capacities as Vice President and Secretary; that they signed said certificate and know the contents thereof; and that the statements contained therein are true of their own knowledge.
| /s/ Paul Schwartz |
| Paul Schwartz, Vice president |
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| /s/ Kent Sloan |
| Kent Sloan, Secretary |
Subscribed and sworn to before me this 18th day of August, 1987.
[ILLEGIBLE]
NOTARY PUBLIC
My commission expires: September 6, 1987
STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and the same is a true copy of said original.
| WITNESS my hand and official seal of the Department of State, at the City of Albany, on May 4, 2015. |
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/s/ Anthony Giardina | |
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Anthony Giardina | |
Executive Deputy Secretary of State |
Rev. 06/13
CT | CERTIFICATE OF CHANGE | CT |
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[ILLEGIBLE] | FREDERIC R. HARRIS, INC. | [ILLEGIBLE] |
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UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW | ||
WE, THE UNDERSIGNED, Dan L. Denison and Linda H. Wish being respectively the Vice President and Assistant Secretary of Frederic R. Harris, Inc. hereby certify:
1. The name of the corporation is Frederic R. Harris, Inc. It was incorporated under the name of Frederic R. Harris, Inc.
2. The Certificate of Incorporation of said corporation was filed by the office of the Secretary on May 3, 1930.
3. The following was authorized by the Board of Directors:
To change the post office address to which the Secretary of State shall mail a copy of process in any action or proceeding against the corporation which may be served on him from 1 Gulf & Western Plaza, c/o The Prentice-Hall Corporation System, Inc., New York, New York 10023-7773 to c/o C T Corporation System, 1633 Broadway, New York, NY 10019.
To change the registered agent in New York upon whom all process against the corporation may be served from The Prentice-Hall Corporation System, Inc. located at l Gulf & Western Plaza, New York, New York 10023-7773 to C T Corporation System at 1633 Broadway, New York, NY 10019.
IN WITNESS WHEREOF, we have signed this certificate on the day of SEP 3 1987, and we affirm the statements contained therein as true under penalties of perjury.
| /s/ Dan L. Denison |
| Dan L. Denison, Vice President |
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| /s/ Linda H. Wish |
| Linda H. Wish, Assistant Secretary |
STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and the same is a true copy of said original.
| WITNESS my hand and official seal of the Department of State, at the City of Albany, on May 4, 2015. |
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/s/ Anthony Giardina | |
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Anthony Giardina | |
Executive Deputy Secretary of State |
Rev. 06/13
| 921231000 546 | |
| CERTIFICATE OF MERGER |
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PH | ATC ENGINEERING CONSULTANTS, INC. | PH |
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| FREDERIC R. HARRIS, INC. |
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UNDER SECTION 905 OF THE | ||
NEW YORK BUSINESS CORPORATION LAW | ||
Pursuant to Section 905 of the Business Corporation Law of the State of New York, the undersigned does hereby certify that:
1. The name of the subsidiary corporation (hereinafter referred to as “Subsidiary Corporation”) to be merged is ATC Engineering Consultants, Inc. (incorporated under the name WEH California Corporation).
The name of the surviving corporation (hereinafter referred to as the “Surviving Corporation”) is Frederic R. Harris, Inc.
2. The designation and number of outstanding shares of each class of the Subsidiary Corporation is: Common, 100 shares. The number of such shares owned by the Surviving Corporation is100 shares.
3. The effective date of the merger is January 1, 1993
4. The Subsidiary Corporation’s certification incorporation was filed on March 24, 19470 in the state of Delaware, and an application for authority to do business in New York State was filed on April 6, 1970. The Surviving Corporation’s certificate of Incorporation was filed on May 3, 1930 in the State of New York.
5. The plan of merger was adopted by the Board of Directors of the Surviving Corporation.
IN WITNESS WHEREOF, Frederic R. Harris, Inc the Surviving Corporation, does hereby cause this certificate of merger to be executed by the President and its Secretary this 24th day of December, 1992.
Dated: December 24, 1992
| FREDERIC R. HARRIS, INC. | |
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| By: | /s/ Anthony G. Posch |
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| Anthony G. Posch, President |
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| By: | /s/ Elise R. Greenspan |
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| Elise R. Greenspan, Secretary |
State of New York | ) |
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County of New York | ) |
Anthony G. Posch and Elise R. Greenspan, being duly sworn, each deposes and says that they are the President and Secretary, respectively, of Frederic R. Harris, Inc., the Corporation which signed the foregoing Certificate of Merger in their capacities as President and Secretary; that they signed said certificate in the corporate name; that they have read the said certificate and know the contents thereof; and that statements contained therein are true of their knowledge.
| /s/ Anthony G. Posch |
| Anthony G. Posch, President |
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| /s/ Elise R. Greenspan |
| Elise R. Greenspan, Secretary |
Subscribed and sworn to before me this 24th day of December, 1992
/s/ [ILLEGIBLE] |
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Notary Public |
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JOAN S. JUDGE |
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NOTARY PUBLIC State of New York |
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No. 31-4897387 |
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Qualified in New York County |
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Commission Expires March 30, 1993 |
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STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
| WITNESS my hand and official seal of the Department of State, at the City of Albany, on May 4, 2015. |
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/s/ Anthony Giardina | |
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Anthony Giardina | |
Executive Deputy Secretary of State |
Rev. 06/13
| CERTIFICATE OF CHANGE | 990915001 369 |
| OF |
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FREDERIC R. HARRIS, INC. | ||
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Under Section 805-A of the Business Corporation Law | ||
1. The name of the corporation is FREDERIC R. HARRIS, INC.
If applicable, the original name under which it was formed is FREDERIC R. HARRIS INC.
2. The Certificate of Incorporation of said corporation was filed by the Department of State on 5/3/30.
3. The address of C T Corporation System as the registered agent of said corporation is hereby changed from CT CORPORATION SYSTEM, 1633 BROADWAY, NEW YORK, NY 10019 to 111 Eighth Avenue, New York, New York 10011.
4. The address to which the Secretary of State shall mail a copy of process in any action or proceeding against the corporation which may be served on him is hereby changed from c/o CT CORPORATION SYSTEM, 1633 BROADWAY, NEW YORK, NY 10017 to c/o C T Corporation System, 111 Eighth Avenue, New York, New York 10011.
5. Notice of the above changes was mailed to the corporation by C T Corporation System not less than 30 days prior to the date of delivery to the Department of State and such corporation has not objected thereto.
6. C T Corporation System is both the agent of such corporation to whose address the Secretary of State is required to mail copies of process and the registered agent of such corporation.
IN WITNESS WHEREOF, I have signed this certificate on September 1, 1999 and affirm the statements contained herein as true under penalties of perjury.
| C T CORPORATION SYSTEM | |
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| By: | /s/ Kenneth J. Uva |
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| Kenneth J. Uva |
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| Vice President |
NY Domestic Corporation — agent/process address
990915001 369
E9 - DRAWDOWN
CERTIFICATE OF CHANGE
OF
FREDERIC R. HARRIS, INC.
Under Section 805-A of the Business Corporation Law
Filed by: | C T CORPORATION SYSTEM |
| 111 Eighth Avenue |
| New York, New York 10011 |
| STATE OF NEW YORK | |
| DEPARTMENT OF STATE | |
| FILED | SEP 15 1999 |
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990915001 391
NY: Domestic Corporation - agent and/or process address
STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and the same is a true copy of said original.
| WITNESS my hand and official seal of the Department of State, at the City of Albany, on May 4, 2015. |
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/s/ Anthony Giardina | |
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Anthony Giardina | |
Executive Deputy Secretary of State |
Rev. 06/13
CT-07 |
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CERTIFICATE OF AMENDMENT OF |
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CERTIFICATE OF INCORPORATION |
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FREDERIC R. HARRIS, INC. |
| |
|
| |
(Pursuant to Section 805 of the Business Corporation Law) |
|
FIRST: The name of the corporation is:
“FREDERIC R. HARRIS, INC.”
SECOND: The Certificate of Incorporation was filed in the office of the Department of State in Albany, New York on May 3, 1930 under the name “FREDERIC R. HARRIS INC.” The name of the corporation was changed to FREDERIC R. HARRIS ENGINEERING CORPORATION by Certificate of Amendment of Certificate of Incorporation filed in the office of the Department of State in Albany, New York on September 13, 1943, was further changed of FREDERIC R. HARRIS INC. by Certificate of Amendment of Certificate of Incorporation filed in the office of the Department of State in Albany, New York on May 4, 1949, was further changed to PRC HARRIS, INC. by Certificate of Amendment of Certificate of Incorporation filed in the office of the Department of State in Albany, New York on June 29, 1979, was further changed to PRC ENGINEERING, INC. FREDERIC R. HARRIS, INC. by Certificate of Amendment of Certificate of Incorporation filed in the office of the Department of State in Albany, New York on July 7, 1981, was further changed to FREDERIC R. HARRIS, INC. by Certificate of Amendment of Certificate of Incorporation filed in the office of the Department of State in Albany, New York on March 17, 1987.
THIRD: The amendment of the Certificate of Incorporation effected by this Certificate of Amendment is to change the name of the corporation to: DMJM+HARRIS, Inc.
FOURTH: To accomplish the foregoing amendment, Article FIRST of the Certificate of Incorporation relating to the name of the corporation is hereby stricken and the following Article is substituted in lieu thereof:
FIRST: The name of the corporation is:
“DMJM+HARRIS, Inc.”
FIFTH: The manner in which the foregoing amendment of the Certificate of Incorporation was authorized was by Unanimous Action of the Board of Directors of the Corporation followed by Written Consent of the holder of all of the outstanding shares of the Corporation.
IN WITNESS WHEREOF, this certificate has been executed this [ILLEGIBLE] 2001
FREDERIC R. HARRIS, INC.
/s/ John M. Dionisio |
| /s/ Elise R. Greenspan |
John M. Dionisio |
| Elise R. Greenspan |
President and CEO |
| Secretary |
NEW YORK | ) | |
| )ss: | |
NEW YORK | ) | |
Subscribed and sworn to before me
this 26th day of September 2001
/s/ [ILLEGIBLE] |
|
Notary Public |
|
[ILLEGIBLE] |
|
Notary Public, State of New York |
|
No. [ILLEGIBLE] |
|
[ILLEGIBLE] Country |
|
Commission Expires November [ILLEGIBLE] |
|
|
|
|
|
CT-07
F011001000211
CERTIFICATE OF AMENDMENT
OF
FREDERIC R. HARRIS, INC.
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
ROBERT K. ORLIN
FREDERIC R. HARRIS INC.
605 THIRD AVE
NEW YORK, NY 10158
FILED
OCT 1 10 51 AH 01
| 12CC | |
| STATE OF NEW YORK | |
| DEPARTMENT OF STATE | |
| FILED OCT 01 2001 | |
| TAX $ | [ILLEGIBLE] |
| BY: | /s/ [ILLEGIBLE] |
|
| [ILLEGIBLE] |
RECEIVED
[ILLEGIBLE]
STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
| WITNESS my hand and official seal of the |
Department of State, at the City of Albany, | |
on May 4, 2015. | |
| |
| |
/s/ Anthony Giardina | |
Anthony Giardina | |
Executive Deputy Secretary of State |
Rev. 06/13
CT-07 |
| 081103000356 |
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF
DMJM+HARRIS, INC.
(Pursuant to Section 805 of the Business Corporation Law)
FIRST: The name of the corporation is:
“DMJM+HARRIS, INC.”
SECOND: The Certificate of Incorporation was filed in the office of the Department of State in Albany, New York on May 3, 1930 under the name “FREDERIC R. HARRIS INC.”
THIRD: The amendment of the Certificate of Incorporation effected by this Certificate of Amendment is to change the name of the corporation to: AECOM USA, INC.
FOURTH: To accomplish the foregoing amendment, Article FIRST of the Certificate of Incorporation relating to the name of the corporation is hereby stricken and the following Article is substituted in lieu thereof:
FIRST: The name of the corporation is:
“AECOM USA, INC.”
FIFTH: The vote of the board of directors followed by the unanimous written consent of the holders of all outstanding shares.
IN WITNESS WHEREOF, this certificate has been executed this 20th day of October, 2008
| DMJM+HARRIS, INC. | |
|
| |
|
| |
| /s/ Ira A. Levy | |
| Ira A. Levy | |
| President | |
|
| |
|
| |
| /s/ Elise R. Greenspan | |
| Elise R. Greenspan | |
| Secretary | |
|
|
|
NEW YORK | ) |
|
| )ss: |
|
NEW YORK | ) |
|
Ira A. Levy and Elise R. Greenspan, being duty sworn, each doposes and says that they are the President and Secretary, respectively of DMJM+HARRIS, Inc., the corporation which signed the foregoing Certificate of Amendment in their capacities as President and Secretary; that they signed said Certificate in the corporate name; that they have read the said Certificate and know the contents thereof; and that the statements contained therein are true of their own knowledge.
|
| /s/ Ira A. Levy | |
|
| Ira A. Levy | |
|
| President | |
|
|
| |
|
|
| |
|
| /s/ Elise R. Greenspan | |
|
| Elise R. Greenspan | |
|
| Secretary | |
|
|
| |
| Subscribed and sworn to before me |
| |
| this 20th day of October, 2008 |
| |
|
|
| |
|
|
| |
| /s/ Robert K. Orlin |
| |
| Notary |
| |
|
| ROBERT K. ORLIN |
|
|
| Notary Public, State of New York |
|
|
| No. 020R5087994 |
|
|
| Qualified In Suffolk County |
|
|
| Commissions Expires November 10, 2009 |
|
CT-07 |
| 081103000356 |
Certificate of Amendment of the Certificate of |
Incorporation |
|
OF |
|
DMJM+Harris, Inc. |
|
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW |
| ILLEGIBLE | |
| STATE OF NEW YORK | |
| DEPARTMENT OF STATE | |
| FILED NOV 03 2008 | |
| TAX $ | 10 |
| BY: | WCO |
|
| New York |
Filed by: |
| |
Robert Orlin |
| |
605 Third Avenue |
| |
New York, NY 10158 |
| |
CUST Ref 70066476CA |
| |
N/Y102-03/21/07 C T System Online
DRAWDOWN
FILED |
| RECEIVED |
2008 OCT 3 [ILLEGIBLE] |
| 2008 NOV-3 AM 11.50 |
STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
| WITNESS my hand and official seal of the Department of State, at the City of Albany, on May 4, 2015.
/s/ Anthony Giardina |
Anthony Giardina Executive Deputy Secretary of State | |
| |
| |
|
|
Rev. 06/13 |
|
090225000614
CT-07
CERTIFICATE OF MERGER
OF
TCB GROUP HOLDING COMPANY, a Delaware corporation
INTO
AECOM USA, INC., a New York corporation
UNDER SECTION 904 OF THE BUSINESS CORPORATION LAW
1. (a) The name of each constituent corporation is as follows: TCB GROUP HOLDING COMPANY, a Delaware corporation
AECOM USA, INC., a New York corporation (formerly FREDERIC R. HARRIS INC.)
(b) The name of surviving corporation is AECOM USA, INC.
2. As each constituent corporation, the designation and number of outstanding shares of each class and series and the voting rights thereof as follows:
|
| Designation and |
|
|
|
|
|
|
| number of shares |
|
|
|
|
|
|
| in each class or |
| Class or series |
| Class or series |
|
|
| series |
| of shares |
| entitled to vote |
|
Name of Corporation |
| outstanding |
| entitled to vote |
| as a class |
|
TCB GROUP, |
| 1,000 Common Shares |
| Common Shares |
| N/A |
|
HOLDING |
|
|
|
|
|
|
|
COMPANY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AECOM USA, INC. |
| 100 Common Shares |
| Common Shares |
| N/A |
|
3. No changes will be made to the certificate of incorporation of the surviving corporation.
4. The date when the certificate of incorporation of each constituent corporation was filed by the Department of State is as follows:
NAME OF CORPORATION |
| DATE OF INCORPORATION |
|
|
|
TCB GROUP HOLDING COMPANY (Delaware) |
| February 26, 1996 |
An application for authority to do business in New York for TCB Group Holding Company has not been filed with New York Department of State.
|
|
AECOM USA, INC. | May 3, 1930 |
5. The merger was authorized by each constituent corporation in the following manner:
TCB Group Holding Company has complied with the applicable provisions of the laws of the State of Delaware in which it is incorporated and this merger is permitted by such laws.
Approved unanimously by the board of directors and the sole shareholder of each corporation.
[remainder of page intentionally left blank]
IN WITNESS WHEREOF, each of the parties hereto has caused this Certificate of Merger to be executed by its duly authorized officers as of February 23, 2009.
TCB GROUP HOLDING COMPANY, |
| |
a Delaware corporation |
| |
|
| |
By: | /s/ James F. Thompson |
|
Name: | James F. Thompson |
|
Title: | Chairman and President |
|
|
| |
AECOM USA, INC., a New York corporation |
| |
|
| |
By: | /s/ Richard Wolsfeld |
|
Name: | Richard Wolsfeld |
|
Title: | Executive Vice President |
|
090225000614
CT-07
| FILED |
|
|
| 2009 FEB 25 PM 1:58 |
Certificate of Merger
OF
TCB Group Holding Company, a Delaware corporation
INTO
AECOM USA, Inc., New York Corporation
Under Section 904 of the Business Corporation Law
| [ILLEGIBLE] | ||
| STATE OF NEW YORK | ||
| DEPARTMENT OF STATE | ||
|
| ||
| FILED | FEB 25 2009 | |
|
|
| |
| TAX $ |
| |
|
|
| |
Filed by: | Preston Hopson | BY: | /s/ [ILLEGIBLE] |
| AECOM Technology Corporation |
| |
| 515 S. Flower Street, 37th Floor | [ILLEGIBLE] | |
| Los Angeles, CA 90071 |
| |
|
|
| |
| RECEIVED | Cust Ref: 74929383LT | |
| DRAWDOWN | ||
| 2009 FEB 25 PM 1:02 | 090225000691 | |
NY102 - 03/21/07 CT System Online |
| ||
|
|
| |
STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
| WITNESS my hand and official seal of the |
Department of State, at the City of Albany, | |
on May 4, 2015. | |
| |
| |
/s/ Anthony Giardina | |
Anthony Giardina | |
Executive Deputy Secretary of State |
Rev. 06/13
CT-07 | 090225000622 |
CERTIFICATE OF MERGER
OF
STS ACQUISITION CO., a Delaware corporation
INTO
AECOM USA, INC., a New York corporation
UNDER SECTION 904 OF THE BUSINESS CORPORATION LAW
1. (a) The name of each constituent corporation is as follows:
STS ACQUISITION CO., a Delaware corporation
AECOM USA, INC., a New York corporation (formerly FREDERIC R. HARRIS INC.)
(b) The name of the surviving corporation is AECOM USA, INC.
2. As each constituent corporation, the designation and number of outstanding shares of each class and series and the voting rights thereof as follows:
|
| Designation and |
|
|
|
|
|
|
| number of shares |
|
|
|
|
|
|
| in each class or |
| Class or series |
| Class or series |
|
|
| series |
| of shares |
| entitled to vote |
|
Name of Corporation |
| outstanding |
| entitled to vote |
| as a class |
|
STS ACQUISITION CO. |
| 1,000 Common Shares |
| Common Shares |
| N/A |
|
|
|
|
|
|
|
|
|
AECOM USA, INC. |
| 100 Common Shares |
| Common Shares |
| N/A |
|
3. No changes will be made to the certificate of incorporation of the surviving corporation.
4. The date when the certificate of incorporation of each constituent corporation was filed by the Department of State is as follows:
NAME OF CORPORATION |
| DATE OF INCORPORATION |
|
|
|
STS ACQUISITION CO. (Delaware) |
| December 23, 1994 |
|
|
|
|
| (New York: September 2, 1997) |
|
|
|
AECOM USA, INC. |
| May 3, 1930 |
5. The merger was authorized by each constituent corporation in the following manner:
STS Acquisition Co. has complied with the applicable provisions of the laws of the State of Delaware in which it is incorporated and this merger is permitted by such laws.
Approved unanimously by the board of directors and the sole shareholder of each corporation.
[remainder of page intentionally left blank]
IN WITNESS WHEREOF, each of the parties hereto has caused this Certificate of Merger to be executed by its duly authorized officers as of February 23, 2009.
STS ACQUISITION CO., |
| |
a Delaware corporation |
| |
|
| |
|
| |
By: | /s/ Thomas W. Wolf |
|
Name: | Thomas W. Wolf |
|
Title: | President |
|
|
| |
|
| |
AECOM USA, INC., a New York corporation |
| |
|
| |
|
| |
By: | /s/ Richard Wolsfeld |
|
Name: | Richard Wolsfeld |
|
Title: | Executive Vice President |
|
CT-07 | 090225000622 |
| FILED |
| 2009 FEB 25 PM 1:58 |
Certificate of Merger
OF
STS Acquisition Co., a Delaware corporation
INTO
AECOM USA, Inc., New York Corporation
Under Section 904 of the Business Corporation Law
| STATE OF NEW YORK | |
| DEPARTMENT OF STATE | |
|
| |
| FILED FEB 25 2009 | |
| TAX $ | - |
| BY: | [ILLEGIBLE] |
|
| [ILLEGIBLE] |
Filed by: |
| |
Preston Hopson |
| |
AECOM Technology Corporation |
| |
515 S. Flower Street, 37th Floor |
| |
Los Angeles, CA 90071 |
| |
|
|
| Cust Ref: 7492938LT |
NY102 - 03/21/07 C T System Online | RECEIVED |
| DRAWDOWN |
| 2009 FEB 25 PM 1:22 |
|
|
090225000700
STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
| WITNESS my hand and official seal of the |
Department of State, at the City of Albany, | |
on May 4, 2015. | |
| |
| |
/s/ Anthony Giardina | |
Anthony Giardina | |
Executive Deputy Secretary of State | |
| |
|
Rev. 06/13
CT-07 |
| 090225000632 |
CERTIFICATE OF MERGER
OF
METCALF & EDDY, INC., a Delaware corporation
INTO
AECOM USA, INC., a New York corporation
UNDER SECTION 904 OF THE BUSINESS CORPORATION LAW
1. (a) The name of each constituent corporation is as follows:
METCALF & EDDY, INC., a Delaware corporation
AECOM USA, INC., a New York corporation (formerly FREDERIC R. HARRIS INC.)
(b) The name of the surviving corporation is AECOM USA, INC.
2. As each constituent corporation, the designation and number of outstanding shares of each class and series and the voting rights thereof as follows:
|
| Designation and |
|
|
|
|
|
|
| number of shares |
|
|
|
|
|
|
| in each class or |
| Class or series |
| Class or series |
|
|
| series |
| of shares |
| entitled to vote |
|
Name of Corporation |
| outstanding |
| entitled to vote |
| as a class |
|
METCALF & EDDY, INC. |
| 10,000 Common Shares |
| Common Shares |
| N/A |
|
|
|
|
|
|
|
|
|
AECOM USA, INC. |
| 100 Common Shares |
| Common Shares |
| N/A |
|
3. No changes will be made to the certificate of incorporation of the surviving corporation.
4. The date when the certificate of incorporation of each constituent corporation was filed by the Department of State is as follows:
NAME OF CORPORATION |
| DATE OF INCORPORATION |
|
|
|
|
|
METCALF & EDDY, INC. (Delaware) |
| November 1, 1971 |
|
|
|
|
|
|
| (New York: January 11, 1996) |
|
|
|
|
|
AECOM USA, INC. |
| May 3, 1930 |
|
5. The merger was authorized by each constituent corporation in the following manner:
Metcalf & Eddy, Inc. has complied with the applicable provisions of the laws of the State of Delaware in which it is incorporated and this merger is permitted by such laws.
Approved unanimously by the board of directors and the sole shareholder of each corporation.
[remainder of page intentionally left blank]
IN WITNESS WHEREOF, each of the parties hereto has caused this Certificate of Merger to be executed by its duly authorized officers as of February 23, 2009.
METCALF & EDDY, INC., |
| |
a Delaware corporation |
| |
|
|
|
|
|
|
By: | /s/ Steven Guttenplan |
|
Name: | Steven Guttenplan |
|
Title: | President |
|
|
|
|
|
|
|
AECOM USA, INC., a New York corporation |
| |
|
|
|
|
|
|
By: | /s/ Richard Wolsfeld |
|
Name: | Richard Wolsfeld |
|
Title: | Executive Vice President |
|
CT-07 |
| 090225000632 |
|
|
|
FILED 2009 FEB 25 PM 1:58 |
|
|
Certificate of Merger
OF
Metcalf & Eddy, Inc., a Delaware corporation
INTO
AECOM USA, Inc., a New York Corporation
Under Section 904 of the Business Corporation Law
| [ILLEGIBLE] | |
| STATE OF NEW YORK | |
| DEPARTMENT OF STATE | |
|
| |
| FILED FEB 25 2009 | |
| TAX $ | [ILLEGIBLE] |
| BY: | /s/ [ILLEGIBLE] |
|
| [ILLEGIBLE] |
Filed by: |
| |
Preston Hopson |
| |
AECOM Technology Corporation |
| |
515 S. Flower Street, 37th Floor |
| |
Los Angeles, CA 90071 |
| |
|
| |
RECEIVED | Cust Ref: 7492939LT | |
2009 FEB 25 PM 1:22 | DRAWDOWN | |
|
| |
| 090225000713 | |
STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
| WITNESS my hand and official seal of the |
Department of State, at the City of Albany, | |
on May 4, 2015. | |
| |
| |
/s/ Anthony Giardina | |
Anthony Giardina | |
Executive Deputy Secretary of State | |
| |
|
Rev. 06/13
CT-07 |
| 090225000643 |
CERTIFICATE OF MERGER
OF
BOYLE ENGINEERING CORPORATION, a California corporation
INTO
AECOM USA, INC., a New York corporation
UNDER SECTION 904 OF THE BUSINESS CORPORATION LAW
1. (a) The name of each constituent corporation is as follows:
BOYLE ENGINEERING CORPORATION, a California corporation
AECOM USA, INC., a New York corporation (formerly FREDERIC R. HARRIS INC.)
(b) The name of the surviving corporation is AECOM USA, INC.
2. As each constituent corporation, the designation and number of outstanding shares of each class and series and the voting rights thereof as follows:
|
| Designation and |
|
|
|
|
|
|
| number of shares |
|
|
|
|
|
|
| in each class or |
| Class or series |
| Class or series |
|
|
| series |
| of shares |
| entitled to vote |
|
Name of Corporation |
| outstanding |
| entitled to vote |
| as a class |
|
BOYLE ENGINEERING CORPORATION |
| 1 Common Share |
| Common Shares |
| N/A |
|
|
|
|
|
|
|
|
|
AECOM USA, INC. |
| 100 Common Shares |
| Common Shares |
| N/A |
|
3. No changes will be made to the certificate of incorporation of the surviving corporation.
4. The date when the certificate of incorporation of each constituent corporation was filed by the Department of State is as follows:
NAME OF CORPORATION |
| DATE OF INCORPORATION |
|
|
|
BOYLE ENGINEERING CORPORATION (California) |
| September 29, 1952 |
|
|
|
An application for authority for Boyle Engineering Corporation has not been filed with Department of State | ||
|
|
|
AECOM USA, INC. |
| May 3, 1930 |
5. The merger was authorized by each constituent corporation in the following manner:
Boyle Engineering Corporation has complied with the applicable provisions of the laws of the State of Delaware in which it is incorporated and this merger is permitted by such laws.
Approved unanimously by the board of directors and the sole shareholder of each corporation.
[remainder of page intentionally left blank]
IN WITNESS WHEREOF, each of the parties hereto has caused this Certificate of Merger to be executed by its duly authorized officers as of February 23, 2009.
BOYLE ENGINEERING CORPORATION, |
| |
a California corporation |
| |
|
|
|
|
|
|
By: | /s/ Philip V. Petrocelli |
|
Name: | Philip V. Petrocelli |
|
Title: | President and CEO |
|
|
|
|
|
|
|
AECOM USA, INC., a New York corporation |
| |
|
|
|
|
|
|
By: | /s/ Richard Wolsfeld |
|
Name: | Richard Wolsfeld |
|
Title: | Executive Vice President |
|
CT-07 |
| 090225000643 |
|
|
|
FILED 2009 FEB 25 PM 1:57 |
|
|
Certificate of Merger
OF
Boyle Engineering Corporation, a California corporation
INTO
AECOM USA, Inc., a New York Corporation
Under Section 904 of the Business Corporation Law
| [ILLEGIBLE] | |
| STATE OF NEW YORK | |
| DEPARTMENT OF STATE | |
|
| |
| FILED FEB 25 2009 | |
| TAX $ | [ILLEGIBLE] |
| BY: | /s/ [ILLEGIBLE] |
|
| [ILLEGIBLE] |
Filed by: |
| |
Preston Hopson |
| |
AECOM Technology Corporation |
| |
515 S. Flower Street, 37th Floor |
| |
Los Angeles, CA 90071 |
| |
|
| |
RECEIVED | Cust Ref: 7492938LT | |
2009 FEB 25 PM 1:22 | DRAWDOWN | |
|
| |
| 090225000724 | |
STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
| WITNESS my hand and official seal of the |
Department of State, at the City of Albany, | |
on May 4, 2015. | |
| |
| |
/s/ Anthony Giardina | |
Anthony Giardina | |
Executive Deputy Secretary of State | |
| |
|
Rev. 06/13
CT-07 |
| 090226000873 |
CERTIFICATE OF MERGER
OF
CONSOER, TOWNSEND ENVIRODYNE ENGINEERS, INC., a California corporation
INTO
AECOM USA, INC., a New York corporation
UNDER SECTION 904 OF THE BUSINESS CORPORATION LAW
1. (a) The name of each constituent corporation is as follows:
CONSOER, TOWNSEND ENVIRODYNE ENGINEERS, INC., a Delaware corporation
AECOM USA, INC., a New York corporation (formerly FREDERIC R. HARRIS INC.)
(b) The name of the surviving corporation is AECOM USA, INC.
2. As each constituent corporation, the designation and number of outstanding shares of each class and series and the voting rights thereof as follows:
|
| Designation and |
|
|
|
|
|
|
| number of shares |
|
|
|
|
|
|
| in each class or |
| Class or series |
| Class or series |
|
|
| series |
| of shares |
| entitled to vote |
|
Name of Corporation |
| outstanding |
| entitled to vote |
| as a class |
|
CONSOER, TOWNSEND ENVIRODYNE ENGINEERS, INC. |
| 1,000 Common Shares |
| Common Shares |
| N/A |
|
|
|
|
|
|
|
|
|
AECOM USA, INC. |
| 100 Common Shares |
| Common Shares |
| N/A |
|
3. No changes will be made to the certificate of incorporation of the surviving corporation.
4. The date when the certificate of incorporation of each constituent corporation was filed by the Department of State is as follows:
NAME OF CORPORATION |
| DATE OF INCORPORATION |
|
|
|
CONSOER, TOWNSEND ENVIRODYNE ENGINEERS, INC. (Delaware) |
| October 7, 1993 |
|
|
|
An application for authority for Consoer, Townsend Envirodyne Engineers, Inc. has not been filed with Department of State. | ||
|
|
|
AECOM USA, INC. |
| May 3, 1930 |
5. The merger was authorized by each constituent corporation in the following manner:
Consoer, Townsend Envirodyne Engineers, Inc. has complied with the applicable provisions of the laws of the State of Delaware in which it is incorporated and this merger is permitted by such laws.
Approved unanimously by the board of directors and the sole shareholder of each corporation.
[remainder of page intentionally left blank]
IN WITNESS WHEREOF, each of the parties hereto has caused this Certificate of Merger to be executed by its duly authorized officers as of February 23, 2009.
CONSOER, TOWNSEND ENVIRODYNE ENGINEERS, INC., |
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a Delaware corporation |
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By: | /s/ Richard Wolsfeld |
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Name: | Richard Wolsfeld |
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Title: | President |
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AECOM USA, INC., a New York corporation |
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By: | /s/ Richard Wolsfeld |
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Name: | Richard Wolsfeld |
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Title: | Executive Vice President |
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CT-07 |
| 090226000873 |
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FILED 2009 FEB 26 PM 1:32 |
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Certificate of Merger
OF
Consoer, Townsend Envirodyne Engineers, Inc.
INTO
AECOM USA, Inc., a New York Corporation
Under Section 904 of the Business Corporation Law
| [ILLEGIBLE] | |
| STATE OF NEW YORK | |
| DEPARTMENT OF STATE | |
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| FILED FEB 26 2009 | |
| TAX $ | [ILLEGIBLE] |
| BY: | /s/ [ILLEGIBLE] |
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| [ILLEGIBLE] |
Filed by: |
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Preston Hopson |
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AECOM Technology Corporation |
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515 S. Flower Street, 37th Floor |
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Los Angeles, CA 90071 |
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RECEIVED | Cust Ref: 7493927LT | |
2009 FEB 26 AM 11:59 | DRAWDOWN | |
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| 090226000626 | |
STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
| WITNESS my hand and official seal of the |
Department of State, at the City of Albany, | |
on May 4, 2015. | |
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/s/ Anthony Giardina | |
Anthony Giardina | |
Executive Deputy Secretary of State | |
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Rev. 06/13
CT-07 |
| 090227000608 |
CERTIFICATE OF MERGER
OF
AECOM AVIATION GROUP, INC., a Delaware corporation
INTO
AECOM USA, INC., a New York corporation
UNDER SECTION 904 OF THE BUSINESS CORPORATION LAW
1. (a) The name of each constituent corporation is as follows:
AECOM AVIATION GROUP, INC., a Delaware corporation
AECOM USA, INC., a New York corporation (formerly FREDERIC R. HARRIS INC.)
(b) The name of the surviving corporation is AECOM USA, INC.
2. As each constituent corporation, the designation and number of outstanding shares of each class and series and the voting rights thereof as follows:
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| Designation and |
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| number of shares |
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| in each class or |
| Class or series |
| Class or series |
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| series |
| of shares |
| entitled to vote |
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Name of Corporation |
| outstanding |
| entitled to vote |
| as a class |
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AECOM AVIATION GROUP, INC. |
| 1,000 Common Shares |
| Common Shares |
| N/A |
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AECOM USA, INC. |
| 100 Common Shares |
| Common Shares |
| N/A |
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3. No changes will be made to the certificate of incorporation of the surviving corporation.
4. The date when the certificate of incorporation of each constituent corporation was filed by the Department of State is as follows:
NAME OF CORPORATION |
| DATE OF INCORPORATION |
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AECOM AVIATION GROUP, INC. (Delaware) |
| March 17, 1999 |
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An application for authority for AECOM Aviation Group, Inc. has not been filed with Department of State. | ||
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AECOM USA, INC. |
| May 3, 1930 |
5. The merger was authorized by each constituent corporation in the following manner:
Approved unanimously by the board of directors and the sole shareholder of each corporation.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Certificate of Merger to be executed by its duly authorized officers as of February 23, 2009.
AECOM AVIATION GROUP, INC., |
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a Delaware corporation |
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By: | /s/ John O’Connor |
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Name: | John O’Connor |
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Title: | Executive Vice President |
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AECOM USA, INC., a New York corporation |
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By: | /s/ Frederick Werner |
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Name: | Frederick Werner |
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Title: | CEO |
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CT-07 |
| 090227000608 |
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FILED 2009 FEB 27 PM 2:17 |
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Certificate of Merger
(Title of Document)
OF
AECOM Aviation Group, Inc.
into
AECOM USA, Inc.
(Entity Name)
Under Section 904 of the Business Corporation Law
(Law under which filing made)
[ILLEGIBLE]
| I-C-C | |
| STATE OF NEW YORK | |
| DEPARTMENT OF STATE | |
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| FILED FEB 27 2009 | |
| TAX $ | [ILLEGIBLE] |
| BY: | /s/ [ILLEGIBLE] |
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| [ILLEGIBLE] |
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Filed by: | 090227000673 | |
Preston Hopson |
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(Name) |
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515 S. Flower Street, 37th Floor |
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(Mailing address) |
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[ILLEGIBLE] |
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(City, State and ZIP code) |
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RECEIVED | Ref: 7493928LT | |
2009 FEB 26 PM 12:25 | DRAWDOWN | |
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RECEIVED |
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2009 FEB 27 [ILLEGIBLE] |
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STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
| WITNESS my hand and official seal of the |
Department of State, at the City of Albany, | |
on May 4, 2015. | |
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/s/ Anthony Giardina | |
Anthony Giardina | |
Executive Deputy Secretary of State | |
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Rev. 06/13
Biennial Statement
NYS Department of State
Division of Corporations, State Records &
Uniform Commercial Code
www.dos.ny.gov
BUSINESS NAME: | AECOM USA, INC. |
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FILING PERIOD: | 05/2014 |
Part 1 - Chief Executive Officer’s Name and Business Address
Name |
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FREDERICK W. WERNER |
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Address Line 1 |
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515 S. FLOWER STREET |
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Address Line 2 |
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City | State | Zip Code |
LOS ANGELES | CA | 90071 |
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Part 2 - Street Address of Principal Executive Office (A Post Office Box cannot be used) | ||
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Corporation Name |
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AECOM USA, INC. |
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Address Line 1 |
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605 THIRD AVENUE |
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Address Line 2 |
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City | State | Zip Code |
NEW YORK | NY | 10158 |
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Part 3 - Service of Process Address (Address must be within the United States or its territories) | ||
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Name |
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CT CORPORATION SYSTEM |
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Address Line 1 |
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111 8TH AVE |
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Address Line 2 |
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City | State | Zip Code |
NEW YORK | NY | 10011 |
Signer Information
I affirm that the statements contained herein are true to the best of my knowledge, that I am authorized to sign this Biennial Statement and that my signature typed below constitutes my electronic signature.
Electronic Signature
RUSSELL KOPP
Capacity of Signer
AUTHORIZED PERSON
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FILED WITH THE NYS DEPARTMENT OF STATE ON: 05/01/2014 |
FILING NUMBER: 140501006771 - 38901 |