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Home My WebLink AboutContract 48210-CA1 CSC No.48210-CAl CITY OF FORT WORTH ASSIGNMENT For value, received Hayden Consultants Inc. ("Assignor"), hereby assigns to GEI Consultants Inc. ("Assignee"), all of its right, title and interest in and to any and all sums of money now due or to become due from the City of Fort Worth to Assignor under CSCO 48210 (the "Contracts") and Assignee agrees to assume and perform all duties and obligations required by Assignor under the terms of the Contracts. This Assignment constitutes the entire agreement between Assignor and Assignee with respect to the subject matter hereof. No modification of any provision of this Assignment shall be effective unless in writing and signed by Assignor and Assignee. This Assignment shall inure to the benefit of and be binding upon Assignor and Assignee and their respective successors and assigns. This Assignment shall be governed by the terms of the original Contracts between Assignor and various other entities and the City of Fort Worth and the laws of the State of Texas, without application of principles of conflicts of law. This Assignment may be executed in one or more counterparts each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signed signature pages may be transmitted by facsimile or e-mail, and any such signature shall have the same legal effect as an original. Dated the_51h day of May 2022. Hayden Consultants Inc. (Assignor) By: Print: Ra el Hay e Title: Vice President GEI Consultants Inc. (Assignee) By: � Print: Thomas W. Kahl Title: Chief Financial Officer OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX Assignment Page 1 of NOTARY ACKNOWLEDGEMENT ;��'I, L On the GA day of a 2 2, erson lly appeared 1'�.1 46ti ✓1, who acknowledge me that (s)he is the ` f i of Hayden Consultants Inc. ("Assignor"), and that (s)he executed this document for the purposes and consideration contained herein. Hayden Con Rants Inc. By: oll Print: kaXl dW-7' Title: Vice President SUBSCRIBED TO before me on this day of A&y 2022. Notary Public n and for th State of V My commission Expires: orth` - = ANGELAM..HyRANIC/K�r � yy N *Nola M)R 1IM1� 53 aT.. E*&wAprN 1Z 20X NOTARY ACKNOWLEDGEMENT On the 5th day of May 2022, personally appeared Thomas W. Kahl , who acknowledged to me that (s)he is the Chief Financial Officer of GEI Consultants Inc. ("Assignee"), and that (s)he executed this document for the purposes and consideration contained herein. GEI Consultants-Wc. By: /Al't,-/' Print: Thomas W. Kahl Title: Chief Financial Officer SUBSCRIBED TO before me on this 5th day of May , 2022. as+.aa..t 5 r" ' ''" �. Notary Public in an r th' late of Massachusetts My commission E l es: _ c ober 10, 2025 I fill OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX Assignment Page 2 of CONSENT TO ASSIGNMENT The City of Fort Worth consents to the assignment of Hayden Consultants Inc. ("Assignor") to GEI Consultants Inc. ("Assignee"), of all its rights, title, and obligation owing and all funds due or to become due to Assignor under CSCO 48210 as long as all terms required of Assignor in said contracts are met by Assignee. CITY OF FORT WORTH Reginald Zeno(May 25,2022 13:10 CDT) May 25, 2022 Reginald Zeno—Interim Assistant City Manager Date May 25, 2022 Cynthia Garcia, Assistant Director—FMS Date 4,d�v�un� po. Fpgt.�a�O k-�4.j °°°°°° d ATTESTED BY: ��oOdoo 0 annette S.Goodall(May25,202213:47 CDT) � �(o *a May 25, 2022 Jannette Goodall, City Secretary aa4 r°°°°°g oa Date ��nEXA��o- APPROVED AS TO FORM AND LEGALITY: John B. Strong, Assistant City Attorney Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. May 16, 2022 Tony Soh ola(May 16,2022 18:00 CDT) Employee Signature/Date Assistant Director Title OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX Assignment Page 3 of3 Form w"9 Request for Taxpayer Give Form to the (Rev.October2018) identification Number and Certification requester.Do not Department of the Treasury send to the IRS. Internal Revenue Service ►Go to www.irs.gov/FormW9 for instructions and the latest information. 7 Name(as shown on your income tax return).Name Is required on this line;do not leave this line blank. GEI CONSULTANTS INC 2 Business namaldisregarded entity name,if different from above 0 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1.Check only one of the 4 Exemptions(codes apply only to m following seven boxes. certain entities,not individuals;see a instructions on page 3): o ❑ Individual/sole proprietor or ❑✓ C Corporation ❑ S Corporation ❑ Partnership ❑ Trust/estate to single-member LLC as c Exempt payee code(if any) 5 ,j'u ❑ Limited liability company.Enter the tax classification(C=C corporation,S=S corporation,P=Partnership)► `o Note:Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check Exemption from FATCA reporting to LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is code(if any) L another LLC that is not disregarded from the owner for U.S.federal tax purposes.Otherwise,a single-member LLC that 0. w2 is disregarded from the owner should check the appropriate box for the tax classification of its owner. m u ❑ Other(see instructions)IN- (Applies to accounts maintained outside the U.S.) tQ. 5 Address(number,street,and apt.or suite no.)See instructions. Requester's name and address(optional) a� 400 UNICORN PARK DRIVE 6 City,state,and ZIP code WOBURN MA 01801 7 List account numbm(s)here(optional) Taxpayer Identification Number IN Enter your TIN in the appropriate box.The TIN provided must match the name given on line 1 to avoid Social security number backup wlien,s withholding.For individuals,this is generally your social security number(Sate).However,for a resident alien,sole proprietor,or disregarded entity,see the instructions for Part I,later.For other entities,it is your employer identification number(EIN).If you do not have a number,see How to get a TIN,later. or Note:If the account is in more than one name,see the instructions for line 1.Also see What Name and Employer identification number Number To Give the Requester for guidelines on whose number to enter. 0 4 - 2 4 6 8 3 4 8 IFMM 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 2.1 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 3.1 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 n required to sign the certification,but you must provide your correct TIN.See the instructions for Part II,later. Sign Signature of Here U.S.person► Date► 01/03/2021 General Instructions •Form 1099-DIV(dividends,including those from stocks or mutual funds) Section references are to the Internal Revenue Code unless otherwise .Form 1099-MISC(various types of income,prizes,awards,or gross noted. proceeds) Future developments.For the latest information about developments e Form 1099-B(stock or mutual fund sales and certain other related to Form W-9 and its instructions,such as legislation enacted transactions by brokers) after they were published,go to www.irs.gov/FormW9. •Form 1099-S(proceeds from real estate transactions) Purpose of Form •Form 1099-K(merchant card and third party network transactions) An individual or entity(Form W-9 requester)who is required to file an •Form 1098(home mortgage interest), 1098-E(student loan interest), information return with the IRS must obtain your correct taxpayer 1098-T(tuition) identification number(TIN)which may be your social security number e Form 1099-C(canceled debt) (SSN),individual taxpayer identification number(ITIN),adoption .Form 1099-A(acquisition or abandonment of secured property) taxpayer identification number(ATIN),or employer identification number (EIN),to report on an information return the amount paid to you,or other Use Form W-9 only if you are a U.S.person(including a resident amount reportable on an information return.Examples of information alien),to provide your correct TIN. returns include,but are not limited to,the following. If you do not return Form W-9 to the requester with a TIN,you might • Form 1099-INT(interest earned or paid) be subject to backup withholding.See What is backup withholding, later. Cat.No.10231X Form W-9(Rev.10-2018) EXECUTION SHARE PURCHASE AGREEMENT DATED AS OF September 28,2018 BY AND AMONG GEI CONSULTANTS,INC., THE SHAREHOLDERS OF HAYDEN CONSULTANTS,INCORPORATED., AND RACHEL R.HAYDEN AS SELLER REPRESENTATIVE TABLE OF CONTENTS ARTICLEONE DEFINITIONS.......... ...................................... .............. ....................................1 SECTION1.1 Certain Definitions ................................................................ 1 ARTICLE TWO TERMS OF THE TRANSACTION....................................................................5 SECTION 2,1 Sale and Purchase.......................................... .. .. . ..................................5 SECTION 2.2 Purchase Price and Payment of the Purchase Price..................................5 SECTION2.3 Valuation of Buyer Shares ....................................................................... 7 SECTION 2A Adjustment to the Purchase Price..............................................................7 SECTION2.5 Certain Expenses...................................................................................... 8 SECTION2,6 Excluded Assets ................................... ......................... .........................9 SECTION23 Closing............... ...................................................... . ................... .......9 SECTION2.8 Further Assurances................................................................................... 9 ARTICLE THREE REPRESENTATIONS AND WARRANTIES OF THE SELLERS...............9 SECTION3.1 Power and Capacity... .................................. ....... ....... ...........................9 SECTION 3,2 The Shares; Transfer of the Shares............................................,............ 10 SECTION 3.3 Conflicting Instruments; Consents......................................................... 10 SECTION3.4 Organization and Authority..........................................,..,..............I....... 10 SECTION3.5 Capitalization.....................................................,.............,...................... 11 SECTION3.6 Financial Statements.,...... ,...,....................................................I............ 11 SECTION3.7 Real Property.................................... .... .. ............................................ 12 SECTION 3.8 Personal Property . ........................................... ...........I.,.... .......,..., l2 SECTION3.9 Claims..................................................................................................... 12 SECTION3.10 Personnel..........................................,................................................... 12 SECTION3.11 Labor Matters ................................................,.........................4............ 13 SECTION3.12 Environmental Matters.............................«........................................... 14 SECTION3.13 Employee Benefit Plans.......,............................................................... 15 SECTION3.14 Compliance with Law ,......................................................................... 17 SECTION3.15 Litigation.......................................... . ........... ... ................................ 17 SECTION3.16 Contracts............................................................................................... 17 SECTION3.17 Conduct of Business............................................................................. 18 SECTION3.18 Tax Matters........................................................................,..................20 SECTION 3.19 Absence of Undisclosed Liabilities.......................................................21 SECTION3.20 Insurance ..............................................................................................21 SECTION3.21 Permits..................................................................................................21 SECTION 3.22 Transactions with Related Parties..................................................... ..22 SECTION3.23 Bank Accounts .....................................................................................22 SECTION3.24 Brokerage..... ........................................................ ........... .................22 SECTION3.25 Intellectual Property...... ... ..................................................................22 SECTION 3.26 Change in Financial Condition and Assets....................... . ... .............23 SECTION3.27 Company Relationships,.......................................... .... .......................24 SECTION3.28 No Conflict of Interest..........................................................................24 SECTION3.29 Disclosure.............................................................................................24 SECTION3.30 Contributions........ ...................................... ........................................24 1i ARTICLE FOUR REPRESENTATIONS AND WARRANTIESOF BUYER...........................24 SECTION4.l Power and .........~......~.....,..^~..........,..24 SECTlON4.2 | Authority .......~'~...^....~.....,...........~.....25 SECTION 4.3 Conflicting Instruments; Consents.........................................................25 S%lCTION4.4 ................~-_^',.^~._.-..~---.-.,.......,,..%5 SECTION4.5 Financial Statements...............................................................................25 SECTION4.6 Litigation................................................. ..............................................%6 SECTION 4.7 Regulatory and Other Approvals............................................................26 SECIION4.0 NoBroker............... ... ...............................................................26 SECTION 4.9 Contributions........... .."_."..... ............, .................. ........ ..."28 0ECTlCDN4.10 Disclosure............................. ........ .........................~,,...........26 ARTICLE FIVE DELIVERIES %9YCOMPANY AND SELLERS..............................................26 0ECIlON5.l Seller Deliveries.....................................................................................26 SECTlDN5.2 Delivery of the Shares............................................................................28 SECTION5.3 Buyer Shareholder Agreement..................... ......................................... 2W SECTION5.4 Related Party Advances..........................................................................20 SECTION 5.5 Seller Third Party Consents ......................................................... .........Z8 ARTICLE SIX DELIVERIES BY BUYER............................... ..................................................28 SECTION6.1 Certain Documents.......................................................... ......................28 SECTION8.2 Board nf Directors ..................... ....................... ........ ..........29 SECTION 8.3 Buyer Third Party Consents................ ......................,~....2g ARTICLE SEVEN COVENANTS AND AGREEMENTS..........................................................29 SECTlON7.l Collection of Accounts Receivable............................. ..........................Z9 SECTION7.2 .............................................................. ...............................29 SECTION73 Employees......................................... .......................... .........................29 SECTION7.4 Professional Liability Insurance.............................................................29 SECTION7.5 .~...~....^~---.-.,..,....._................,~....30 SECTlC�J7\6 Post-Closing...................................................... ................... 30 8IICTICN7.7 Restrictive Cnvnomut .,.,.,-....,~,,...........^.-..--.--....-.3O SECTION?.8 Retention Bonuses......... ................................................ ........ .............. 3l SECTION7.9 Staff Performance Bonuses....................................................................3l 3l /�RTlCLEBIC�3�TIND�B .....^.........^,.,,,,.,,,,,.,,,~,,.,^,,,,,,~,,. SBCII[N0.l Indemnification...............,..,,...^^................,.....-... 3l SIlCTlON8.2 Indemnification for Share Ownership,Fraud and Payment.-......... 32 SECTION83 Limitations.............................................................................................. 32 SECTION8.4 Claims..................................................................'..................................34 SECTION 8.5 Defense bvthe Indemnifying Parties...................................... ..............35 DECTION8.6 Notice..................................................................................................... 35 SECTION0.7 Manner of Indemnification..................................................................... 35 SECTION8.8 Tax Procedures and Indemnification.................................................,,.36 SECTION8.Q Exclusive Remedy................................... .................................... ........ 39 DEC%ION 8.l0 Security for Indemnification....-.~.-.._..,.^..,.._,._.^.,,............ 30 ARTICLE NINE INDEMNIFICATION BY BUYER.................................................. .......,....39 SECTION9.l Indemnification ......................................................................................3g SECTION9.2 Limitations................................................................................ .............4U S]BCTION9.3 Claims....................................... .............................................................40 iii SECTION9.4 Notice... ........................................................................... .....................4O 8BC7lQNg.5 Defense by the Indemnifying Parties .......... ..........................................4l ARTICLE TEN SELLER REPRESENTATIVE............................................. .............................4l SECTIONIQ.l .............................................. ..................-... 4l SECTION10.2 Authorization............ .................................................................. ....'42 SBCTIONlO.3 Reasonable Reliance........~.-...,,.,...................-......43 SECTION 1O.4 ..—....._.-...--.—...—.—.-....-.......-..43 @ECTIONl0.5 Orders...................................................................................................44 SECTION 10.6 Removal of Seller of 8uc0000nr SellerRepresentative................ .......................................................................................44 0EC7ICNlO.7 Expensesmf the SellerRepresentative...................................'..,.......44 SECTION10,8 Directive Agreement.............................,............................................44 ARTICLE ELEVEN MISCELLANEOUS........................~......,..................45 SECTIONll'1 Expenses......... ................................................................................ QECTIONll.2 Governing Law.......... ............................................... ..........................43 8ECTIOND.] Venue.................................................................°.. ..........~..-.—.45 0EC7IONll.4 Notices.......................................... .......... ................................... ........46 8BC7IONll.5 Entire Agreement............................ ..................... ..............................47 SECTIONll.6 Binding Effect......................................................................................47 SECTION11.7 Amendments; Waivers............................................. . ........................47 8ECTIONll.8 Counterparts.................-..-...-`~._......~.....,,......_.47 0ECTIONll.g Severability.......................,^,...............................................................47 SECTION ll.1U Publicity........,..,......................_.....-....~....".47 SECTION11.11 Construction.......................................................................................48 Schedules Schedule 2.4(a)-Projected Closing Date Balance Sheet Schedule 2.6(b)-Excluded Assets Schedule 3,2-The Shares Schedule 3,4(a)-Organization and Authority Schedule 3.5-Capitalization Schedule 3.6(a)-Financial Statements Schedule 3.6(b)--Exceptions to GAAP Schedule 3.7-Leased Reap Property Schedule 3.7(b)-Validity of Real Property Leases Schedule 3.7(c)-Real Property Consents Schedule 3.8(a)-Personal Property Schedule 3.8(b)-Condition of Personal Property Schedule 3.9-Liabilities Schedule 3.10(a)-Personnel Schedule 3,10(b)-Changes in Compensation Schedule 3.10(c)-Employment Agreements Schedule 3.10(d)-Independent Contractors Schedule 3.13(a)-Employee Benefit Plans Schedule 3.13(d)-Retroactive Payments Schedule 3.13(e)-Multiemployer Plans Schedule 3.15-Litigation Schedule 3.16(a)-Contracts Schedule 3,16(b)-Consents Schedule 3,16(e)- Client Contracts Schedule 3.17-Conduct of Business Schedule 3,18-Tax Returns Schedule 3.19-Absence of Undisclosed Liabilities Schedule 3.20-Insurance Schedule 3.21 -Permits Schedule 3,22(a)-Transactions with Related Parties Schedule 3.22(b)-Dividends Schedule 3.22(c)-Real Property Transactions with Related Parties Schedule 3.23 -Bank Accounts Schedule 3.25(a)-Intellectual Property Schedule 3.25(b)-Software Licenses Schedule 3.25(h)-Software Licensing Contracts Schedule 3.27-Company Relationships Schedule 3.28 -No Conflicts of Interest Schedule 4.4-Capitalization Schedule 7.1 -Accounts Receivable Schedule 7.8 -Retention Bonuses v SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT ("Agreement"), dated as of September 28, 2018, is by and among GEI CONSULTANTS, INC., a Massachusetts corporation ("Buyer"), each of the holders of issued and outstanding shares of capital stock of Hayden Consultants Incorporated, a Texas corporation (the"Company"), whose names appear on the signature pages hereto (each a "Seller" and collectively, "Sellers"), and Rachel R. Hayden, in her capacity as agent and attorney-in-fact of each Seller as set forth in Article Ten (in such capacity, the"Seller Representative"). RECITALS WHEREAS, the Sellers own directly, beneficially and of record, all of the issued and outstanding shares of capital stock (the "Shares") of Hayden Consultants, Incorporated, a Texas corporation(the "Company"); and WHEREAS, Buyer desires to acquire all the Shares from the Sellers and the Sellers desire to sell all the Shares upon the terms and subject to the conditions described in this Agreement, NOW THEREFORE, In consideration of the premises and the representations, warranties, covenants and agreements herein contained and intending to be legally bound hereby, Buyer,the Company and the Sellers hereby agree as follows; ARTICLE ONE DEFINITIONS SECTION 1.1 Certain Definitions. (a) The following terms,as used herein,have the following meanings: "Active Prospect" means any Person contacted or solicited directly by Buyer or any of its Affiliates, the Company, or by any employee, agent or representative of the Buyer or any of its Affiliates, or the Company during the 36-month period prior to the time at which any determination shall be made that any such Person is an Active Prospect for the purpose of having such Person become a Client of Buyer or its Affiliates or the Company. "Affiliate" means a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the first-mentioned Person, `'AR Statement"has the meaning as set forth in Section 2.4 a . "Balance Sheet"has the meaning as set forth in Section ? 6(kq. "'Balance Sheet Date"has the meaning as set forth in Seeuon 3.6 a . "Benefit Plans"has the meaning as set forth in Section 3.1 Riij. 1 "Business" means the business of providing professional civil engineering, surveying, subsurface utility engineering and construction engineering and inspection services. "Business Day" means any weekday on which commercial banks are not authorized or required to close in Woburn, Massachusetts. In the event that an obligation to be performed under this Agreement falls due on a calendar day that is not a Business Day, the obligation shall be deemed due on the prior Business Day. "Client" means any Person to which Buyer or any of its Affiliates, or the Company, or any of their respective predecessors, successors or assigns provided services through a contractual relationship or presented a proposal to render such services during the 24-month period prior to the time at which any determination shall be made that any such Person is a Client. "'Closing"has the meaning as set forth in.ection 2.7. "Closing Date"has the meaning as set forth in Section 2,1. "Closing Date Balance Sheet"has the meaning as set forth in 5'cetiott 2.4(b,), "'Closing Date Portion of the Purchase Price" has the meaning as set forth in Suction 2.2(_gj. "Code"means the Internal Revenue Code of 1986, as amended, "Commonly-Controlled Entity"has the meaning as set forth in Section 3.13 a . "Contest"has the meaning as set forth in Suction 8.8(e). "Contest Amount"has the meaning as set forth in Section U(!22. "Current Per Share Value"has the meaning as set forth in Section 2.3. "Deductible"has the meaning as set forth in Section H LbL and Section 9.2CW., "Directive Agreement" has the meaning as set forth in Section 10.8. "Disputed Amounts"has the meaning as set forth in Section 2.4 c "Dispute Notice"has the meaning as set forth in Sectiog 2.4(c). "Employee" means an individual who is employed by the Company, whether on a full- time, part-time or contract basis, and whether active or inactive, including any individual who is on short or long-term disability leave, workers' compensation leave, pregnancy or parental or other statutory leave, or any other leave of absence from work. "Employment Agreement" shall mean each of the employment agreements dated as of the Closing Date between the Buyer and each Seller. 2 "Environmental Laws" means federal, state, local and foreign laws and regulations relating to pollution or protection of human health or the environment(including, but not limited to, ambient air, surface water, ground water,land surface or subsurface strata). "ERISA"means the Employee Retirement Income Security Act of 1974, as amended. "Excluded Assets"has the meaning as set forth in Section 2.6, "Excluded Taxes"has the meaning as set forth in Section 8.8(b). "Financial Statements" has the meaning as set forth in _3L6W, "GAAP"means U.S. generally accepted accounting principles. "Governmental Entity" means a court or tribunal, or administrative governmental or regulatory body, agency or authority, whether domestic or foreign. "Indemnification Claim Contest Notice"has the meaning as set forth in Section 8.7(a). "Independent Accountant"has the meaning as set forth in Section 2.4(c). "Independent Contractor"has the meaning as set forth in.SectioO 3-.1[](d). "IRS"means the Internal Revenue Service of the United States. "Knowledge" means, as to the Sellers as of the Closing and the Closing Date, actual knowledge of the Sellers based upon personal knowledge or actual knowledge of the Sellers after reasonable inquiry. "Leased Real Property"has the meaning as set forth in Section.'!, 1nnj. "Liability" means any obligation or liability, whether absolute, accrued, fixed, contingent or otherwise. "Lien" means any security interest, pledge, mortgage, lien (including environmental and Tax liens), charge, encumbrance, preferential arrangement or restriction of any kind, including, any restriction on the use, right to vote, transfer, receipt of income or other exercise of any attributes of ownership, other than restrictions imposed by federal, state or local securities or other laws. "Material Adverse Effect" means a material adverse effect on the business, assets, liabilities, properties,results of operations, or condition(financial or otherwise) of the Company, taken as a whole, as long as the specified event, circumstance or condition has been (and/or is reasonably expected to become) durationally significant to the Company as a whole, except for any event, change, circumstance or effect arising out of, resulting from or in connection with any one or more of the following: (i) the consummation, planned consummation or announced consummation (including the announcement that the Buyer is the acquirer of the Company) of the transactions contemplated by this Agreement and any other documents contemplated 3 hereunder or the taking of any action permitted hereby or thereby, (ii) changes arising after the date of this Agreement in any Law or in GAAP, or in the interpretation thereof,that do not affect the Company relative to other major participants in the industry or industry sectors in which the Company operates in a substantially disproportionate manner, (iii) changes arising after the date of this Agreement in the industries in which the Company operates that do not affect the Company relative to other major participants in the industry or industry sectors in which the Company operates in a substantially disproportionate manner, (iv) changes in global or national political conditions (including any outbreak or escalation of hostilities, war or any act of terrorism) or the occurrence of any other widespread calamity or crisis, (v) changes in general financial or capital market conditions that do not affect the Company relative to other major participants in the industry or industry sectors in which the Company operates in a substantially disproportionate manner, or(vi) changes or effects caused by events or conditions disclosed to or known by Buyer prior to the date of this Agreement. "Minimum Equity"has the meaning as set forth in Swion 2.4(a). "Multi-Employer Plan" has the meaning as set forth in Section "Notes"has the meaning as set forth in Section 2.2 c . "Orders"has the meaning as set forth in Section 10.5, "Per Claim Threshold"has the meaning as set forth in Section 8.3 c and Section 9_2(c), "Permit"has the meaning as set forth in Section 3.21. "Person" means an individual, corporation, partnership, limited liability company, association,trust, unincorporated organization or other legal entity. "Projected Closing Date Balance Sheet" means the balance sheet prepared by the Sellers in accordance with Schedule 2.460 and the Company's historical accounting practices projected through the Closing Date using best estimates of income, expenses, bonuses, distributions, normal adjustments consistent with the Company's past practices, with work-in- process adjusted to properly reflect the percentage of completion as of the Closing Date, and including such other adjustments necessary to present in good faith the best estimate of the Closing Date Balance Sheet in the manner so determined. "Pro Rata Share" for the Sellers means=for Rachel R. Hayden, Wfor Colin G. Blankenship, and=for Daphne D. King. "Purchase Price"has the meaning as set forth in Section 2.2. "Real Property Lease"has the meaning as set forth in Section 3.7(b). "]Reserves" means those provisional reserves contained in the Projected Closing Date Balance Sheet or Closing Date Balance Sheet,however arising and calculated in accordance with the Company's historical accounting practices, consistently applied. 4 "Reviewable Buyer Tax Return"has the meaning as set forth in Section 8.8 a , "Reviewable Seller Tax Returns"has the meaning as set forth in S�ction.A.B,a�. "Securities Act"means the Securities Act of 1933, as amended. "Seller Representative"has the meaning as set forth in the preamble to this Agreement. "Shares"has the meaning as set forth in Section 2.3. "Straddle Period" means any taxable period beginning before and ending on or after the Closing Date. "Taxes"has the meaning as set forth in Section 3.1 "Tax Benefit Amount"has the meaning as set forth in Section 8.3(d), "Tax Return"has the meaning as set forth in Sectic�lt 3. 18t1}. "Transactions"means the sale of the Shares contemplated by this Agreement. "Transfer Taxes"has the meaning as set forth in St:ctinn 8.86 . "Tribunal" means any court, arbitrator or arbitration panel, or any Governmental Authority or other body exercising adjudicative, regulatory, judicial or quasi-judicial powers, including any stock exchange. All capitalized terms not defined above shall have the meanings given thereto in this Agreement ARTICLE TWO TERMS OF THE TRANSACTION SECTION 2.1 Sale and Purchase. Effective as of 12:01 a,m, Eastern Time on September 29, 2018 (the "Closing Date"), the Sellers agree to sell the Shares to Buyer by delivering certificate(s) for the Shares to Buyer in proper form for transfer by delivcry'or with duly executed share powers attached, and the Buyer agrees to purchase the Shares on the terms set forth below, �. SECTION 2.2 Purchase Price and Payment of the Purchase Price, The Total Purchase Price is Dollars(the"Purchase Price"), which Purchase Price is subject to adjustment as set forth in Section 2A below and is payable as follows: a Buyer will pay and deliver to the Sellers by wire transfer, ME ollars ("Closing Date Portion of the Purchase rice")as follows: 5 Closing Date __Name _ Pit ment Rachel R, Hayden Daphne D. King Colin G, Blankenship _ Total (b) The amount of WonDollars shall be held back by the Buyer for a minimum cif ninoiy (90) days after Closing and a maximum of six (6) months after Closing, which amount shall be subject to adjustment pursuant to Scotipn 2,4 below ("Holdback"). The Holdback shall be allocated among the Sellers as follows: Closing Date _ Name _ _ Payment R Rachel , Hayden Daphne D. King Colin G. Blankenship Total 3 Such maximum period of the Holdback shall be determined by the parties, in good faith, based upon the timing of the collection of accounts receivable after the Closing, with the goal to release such Holdback as soon after the ninety (90)day period as reasonable. (c) loilarn shall be paid in accordance with each such Seller's p-.oportionate shares pursuant to three (3) separate promissory notes (the "Notes") from Buyer in the form attached as Exhibit A made to each of the respective Sellers bearing interest at the short-term applicable federal rate for the month in which the Closing occurs, compounded monthly, per annum, Each of the Notes will be paid in three (3) equal annual installments of principal and interest thereon on each of the first, second and third anniversaries of the Effective Date as follows; Original Principal , September 28, September 28, September 28, Name (Vote Payment 2019 2020 2021 Rachel R, Hayden Daphne D. King 0 :1 Colin G. Blankenship _ Total (d) Dollars will be paid in the form of an aggregate of sl1ares of Buyer's common stock as follows: 6 Buyer Name Shares Rachel R, Hayden Daphne D, King Colin G. Blankenship Total SECTION 2.3 Valuation of Buyer Shares. The Five Thousand Four Hundred (5,400) shares of common stock of Buyer issued to the Sellers (the "Shares") are valued at $120,66 per Share (the"Current Per Share Value"), according to the following schedule; Ownership _ Name Shares Value Level Rachel R. Hayden Daphne D. King as Colin G. Blankenship gow- Total jaw SECTION 2.4 Adjustment to the Purchase Price, The Purchase Price is subject to adjustments as follows; (a) As of the Closing Date, the Sellers shall deliver to Buyer at Closing the Projected Closing Date Balance Sheet in the form and with the categories (and only the categories) set forth on Schad a lc 2,�1 a' prepared in accordance with the Comj)an 's historical accountin ractices shnxving a net asset hnok value of the Company of at Icast ("Minimum Equity"). The calculation of Minimum Equity shall exclude notes receivable and all debt obligations, The Buyer and Sellers agree that the Company shall distribute all cash and cash equivalents of the Company to the Sellers immediately prior to the Closing, provided that the Company meets the Minimum Equity at the time of the Closing. Accompanying the Projected Closing Date Balance Sheet will be a statement signed by the Sellers on behalf of the Company(the "AR Statement"), stating that all accounts receivables arose in the Ordinary Course of Business and there is no reason to believe that such Accounts Receivables are not collectible in full net of reserves, as shown thereon within the normal payment cycle of the Accounts Receivables, (b) Within ninety (90) days after the Closing Date, the Sellers shall deliver to the Buyer a final closing date balance sheet of the Company ("Closing Date Balance Sheet") in accordance with the Company's historical accounting practices, along with all work papers and other relevant backup materials relating to the Closing Date Balance Sheet, (c) The Closing Date Balance Sheet shall be final and binding upon the parties unless, within forty-five(45) days after delivery of the Closing Date Balance Sheet,the Buyer, in good faith, delivers a written notice to the Sellers ("Dispute Notice"), disputing any item contained therein and quantifying, in good faith, such disputed amount(s) (the "Disputed Amounts"). The Sellers and the Buyer shall negotiate in good faith to resolve the dispute,but if they are unable to resolve the disputed matter within thirty (30) days after receipt of the Dispute 7 Notice by Sellers, the disputed items and the Disputed Amounts shall be promptly submitted for determination to Grant Thornton LLP, Dallas, Texas (the "Independent Accountant") and such Independent Accountant shall make a determination within thirty-five (35) days of its engagement as Independent Accountant. The determinatioll'11tthe Independent Accountant of any disputed items and the Closing Date Balance Sheet andftjustment to the Purchase Price downward (or upward) to the extent the Closing Date Balance�heet is less (or more) than the Minimum Equity determined pursuant to the preceding sentdW§hall be final and binding upon the parties. The fees and expenses of the accounting firm engaged to resolve the dispute shall be borne equally by the Sellers in their Pro Rata Share and the Buyer. (d) The Purchase Price, as adjusted pursuant to Section 2.4(c) above, shall be adjusted downward to the extent (i) accounts receivable shown on the Closing Date Balance Sheet, net of reserves for colleetability, are not collected within 180 days of the Closing and (ii) the equity on the Closing Date Balance Sheet is less than the Minimum Equity, The Purchase Price, as adjusted pursuant to Sqction 2.4fQ.:�above, shallabe!:-adjusted upward<4o the extent (i) accounts receivable are collected within 180 days of the C1oslzgtin excess,of*e�amounts shown on the Closing Date Balance Sheet, net of reseaves for co.11ectability, 44(.ii).,t�e equity on the Closing Date Balance Sheet is more than th%vNlinimum &ggyt ty,, In the event the amount owed I3u er fro a lens pursuant to Section 2 4 c and Section 2.4(d) is fr less, then Buyer shall retain from the Holdback the amount owed Buyer and will promptly pay and deliver to the Sellers the remainder of the Holdback by wire transfer. In the event the amount owed Buyer from Sellers is in excess o Buyer shall retain the entire Holdback and the Sellers shall promptly pay the balance due Buyer (in pro rata shares) by wire transfer upon written notice to Sellers. In the event any amount is owed to Sellers from Buyer pursuant to Section 2.4(c and LecLion 2.4 d , then Buyer shall promptly pay and deliver to the Sellers in their Prp,data Shoe,.t a entir,O, Holdhack,tplus,,aay additional amotVt due Sellers by wire transfer. In addition to the assignment of the accounts receivable provided in Section 7.1, any collections received on such accounts receivable from and after 180 days of Closing will be paid to the Sellers in their Pro Rata Share. SECTION 2.5 Certain Expenses, (a) Neither Buyer nor the Company will pay or be liable for certain fees, expenses, Taxes or liabilities set forth below and incurred by the Sellers or the Company (the "Seller Fees"), including, without limitation; (i) the fees and expenses, if any, of any Person retained by the Sellers or the Company for brokerage, financial advisory or investment banking services or services as a finder rendered to the Sellers or the Company in connection with the Transactions; or (ii) the fees and expenses, if any, of any accountant, tax advisor or lawyer retained by the Sellers or Company in connection with the Transactions. (b) The Sellers shall be responsible for all Seller Fees, and to the extent that such Seller Fees are reflected on the Final Closing Balance Sheet, the Sellers shall either pay such Seller Fees directly or reimburse the Buyer for such Seller Fees if they are paid by the Company, within ten (10)days of receipt of evidence that the Company has paid such Seller Fee. 8 IN WITNESS WHEREOF, this Share Purchase Agreement has been duly executed by the parties hereto as of the day and year first above written. GEI CONSULTANTS,INC. By: Scott Wallington Chief Development Officer r ' � f Raa 1 K. Hayden, c Daphne D, king,P,E. Colin G. Blankenship,P.E. SELLER REPRESENTATIVE By, ayden Hayden/GET share Purchase Agreement [Signature Page] V G I Consultants Consulting December 28,2021 Engineers and Scientists Tracy Walter Business Process Analyst—Vendor Management Purchasing Division City of Fort Worth,Texas Office Phone: 817-392-6100 Fax: 817-392-8440 Email: Tracy.Walter(a,fortworthtexas.gov Re: Assignment of Contract 9 PSK 5391/CSCO 51192 Contract,,). Dear Ms. Walter, Pursuant to our discussion,I am submitting this letter in support of the assignment of the Contract from Hayden Consultants,Inc. ("Hayden"),to GEI Consultants,Inc. ("GEI"). GEI acquired all of the outstanding stock of Hayden pursuant to a transaction completed on September 28,2018 (Please see the attached partial/redacted Stock Purchase Agreement). Since that time,Hayden has operated as a wholly owned subsidiary of GEI in performing certain engineering and consulting services. GEI believes the assignment of the existing Hayden agreements to GEI will allow for more harmonized access for clients to be supported by all the available GEI resources. Specifically, this will allow clients to have seamless and direct contractual access to almost 1,000 engineers and consultants spanning multiple practices and disciplines. It will also provide clients with the direct access to the parent GEI,which is the entity that purchases all existing insurance policies for all GEI companies. We believe the contractual assign from Hayden to GEI to be in the best interest of the City of Fort Worth and we are happy to address any remaining questions from the City. Best Regards, .f46n M ne Y GEI Consultants,Inc. www.geiconstiltants.com 400 Unicorn Pack Drive,Woburn,MA 01801 781.721.4000 : ! | ] � z § \ @ §/ !° ./ ! |!! f � e 7 ± f } f \ #§ t 1H ¥ ® ; !! e _ ! . ) [ . { ; 2B U\i0 K !E