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HomeMy WebLinkAboutCORRESPONDENCE - GENERAL CORRESPONDENCE - AECOM MERGERMMM EDAW INC 240 EAST MOUNTAIN AVENUE FORT COLLINS COLORADO J✓ 80524 November 11, 2005 TEL 570 484 5073 City of Fort Collins Facilities Division FAX 070 4e4 8518 117 N. Mason Street Fort Collins, CO 80524 www.edaw.com Dear Mr. Seefeld: EDAW Inc., a California corporation ("EDAW") is set to merge with AECOM Technology Corporation ("AECOM"), a global leader in providing a full spectrum of planning, architecture, engineering, environmental, and program, project and construction management services. EDAW will maintain its identity and culture but will benefit from being able to access the global network and other resources of a much larger organization. EDAW .uyaagement will remain the same, and your relatiornsip _ witty �s w TI `not To complete this merger, we need to provide you with notice and/or seek your consent to the assignment of agreements that EDAW has with you. EDAW entered into a Merger Agreement on September 29, 2005, with AECOM and certain of its subsidiaries with respect to the acquisition of EDAW by merging EDAW into a wholly owned subsidiary of AECOM that is incorporated in Delaware. On the effective date of the merger (the "Effective Date"), and as a result of the merger, EDAW will become a wholly owned Delaware subsidiary of AECOM ("EDAW II"). Pursuant to any professional services agreements entered into between EDAW and the City of Fort Collins (the "Agreements"), EDAW is required to provide you written notice of any assignment of the Agreement and/or to seek your written consent for such assignment. Accordingly, EDAW hereby is providing you with notice of the assignment, and if necessary, is requesting consent to the assignment by EDAW to EDAW H (operative as of the Effective Date) of all of EDAW's rights and obligations under the Agreement, including those arising prior to the Effective Date pursuant to the merger (the "Assignment"). Furthermore, we are seeking your consent and agreement that EDAW II shall be substituted for all purposes for EDAW in relation to the Agreement and all matters related to the Agreement and performance thereunder. UNITED STATES - EUROPE AUSTRALIA ASIA DESIGN, PLANNING AND ENVIRONMENTS WORLDWIDE EDAW EDAW believes that this transaction is a natural and healthy step that will only enhance and deepen EDAW's capacity to grow in its influence in the design and construction industry. EDAW is proud of its' over 60 years of history, and equally proud of it relationship with the City of Fort Collins. We look forward to future business dealings together, and appreciate the trust and confidence that you have placed in our firm. By signing below, the City of Fort Collins gives its written consent to the Assignment and agrees that such Assignment does not constitute a breach of the Agreement and that the Agreement will remain in full force and effect until and after the Effective Date notwithstanding the Assignment. If required under the Agreements, please execute this letter where indicated below and fax it to 970-484-8518 to my attention by no later than 28 November 2005, with a fax copy to Brodie Stephens, General Counsel of EDAW at 415.955.2955. After making a copy for your records, please then send the original to: Brodie Stephens General Counsel EDAW, Inc. 150 Chestnut Street San Francisco, CA 94111 Thanks very much fur your cooperation in this matter. We appreciate your assistance and interest in our continuing business relationship. Please be so kind to act on this request as soon as possible, but before the deadline. Yours truly, Herb Schaal Principal DESIGN, PLANNING AND ENVIRONMENTS WORLDWIDE EDAW INC AGREEMENT AND CONSENT: 240 EAST MOUNTAIN AVENUE FORT COLLINS COLORADO City of Fort Collins Steve Seefeld 80524 TEL 970 484 6073 /. FAX 970 484 8518 "" Si ure Title/'t �—�- www.etlaw.com !// /.`- IL Date UNITED STATES EUROPE AUSTRALIA ASIA DESIGN, PLANNING AND ENVIRONMENTS WORLDWIDE P, 01 TRANSACTION REPORT NOV-22-05 TUE 10:12 AM SEND(M) DATE START RECEIVER TX TIME PAGES TYPE NOTE M# DP X NOV-22 10!11 AM 914159562955 551, 3 SEND ( M) OK 063 TOTAL 55S PAGES: 3 EDAW INC 110 MOUNTAM AYLAJC -Oi'1':OlVM9 M OR:DO a0E24 TEL 970 4ed 607$ F%X 070 lei $516 W.N.. edzw.cuh r r; November 11, 2005 City of Fort Collins Facilities Division 117 N. Mason Street Fort Collins, CO 80524 Dear Mr. Seefeld: ;3f o e EDAW Inc., a Califomia corporation C EDAW � is set to merge with AECOM Technology Corporation C'AECOM'J, a global leader in providing a full spectrwn of planning, arcWtocture, engineering, environmental, and program, project and construction management services. EDAW will maintain its identity and culture but will benefit from being able to access the global network and other resources of a much larger organization. EDAW ��na�ement will remain the same, and your relationsbip_widLvs wi , not . -_.change. — —"--- „,,•mmmmmmmmmmmmmm mmmmmmmmmmmmmmmmmmmmmmmmmm:nmmmmmmmmmmmmmmmmmmm1 m"A mmmmmmm Al m..mmmmmmmmmmmm P. 01 TRANSACTION REPORT NOV-22-05 TUE 10:14 AM SEND(M) DATE START RECEIVER TX TIME PAGES TYPE NOTE M# DP K NOV-22 10:13 AM 94848518 561, 3 SEND ( M) OK 064 K TOTAL 56S PAGES: 3 "1•lwV,,3'i1/•ry.I.1,J WAS-IrW y•II,WdI-'!•W.1� 1, VI• q,, 1• I V. I, r 11 J 14 A,,•U.b 1 44Ir.I1, W I•L 4, L,' 4I4. V4,''I I,•IV. W I1. V V+�� EriAW INC 240 EAST VOUNTAIN AVENVE f Oqr COVLINS COLORAOO 0052, TEL 970 494 501,1 FAX 370 ta4 sFia Wn'. a0aw.'On November 11, 2005 City of Fort Collins Facilities Division 117 N. Mason Street Fort Collins, CO 80524 Dear Mr. Seefeld: fi-1' ' A — rb 5&as l EDAW Inc., a California corporation ("EDAW”) is set to merge with AECOM Technology Corporation ("AECOM'), a global leader in providing a full spectru n of planning, architecture, engineering, environmental, and program, project and construction management services. EDAW will maintain its identity and culture but will benefit from being able to access the global network and other resources of a much larger organization. EDAW .mana emeiit wi11 remain the s.—m., .. ~- .—nd your reatioshtlwgLln:tf