PBSJ Corp /Fl/ Sample Contracts

I S D A(R)
Master Agreement • May 15th, 2001 • PBSJ Corp /Fl/ • Services-engineering services
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Credit Agreement • June 27th, 2000 • PBSJ Corp /Fl/ • Florida
WITNESSETH:
Credit Agreement • May 9th, 2003 • PBSJ Corp /Fl/ • Services-engineering services • Florida
AGREEMENT
Agreement • June 27th, 2000 • PBSJ Corp /Fl/ • Florida
EXHIBIT 10-11 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 30, 2002
Credit Agreement • August 14th, 2002 • PBSJ Corp /Fl/ • Services-engineering services • Florida
RECITALS
Split Dollar Life Insurance Agreement • June 27th, 2000 • PBSJ Corp /Fl/ • Florida
INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 26th, 2009 • PBSJ Corp /Fl/ • Services-engineering services • Florida

INDEMNIFICATION AGREEMENT, dated as of , 2009, by and among The PBSJ Corporation, a Florida corporation (the “Company”), and the director and/or officer of the Company whose name appears on the signature page of this Agreement (“Indemnitee”).

LEASE
PBSJ Corp /Fl/ • June 27th, 2000 • Florida
AGREEMENT AND PLAN OF MERGER BY AND AMONG WS ATKINS PLC, FALDO MAS, INC. AND THE PBSJ CORPORATION Dated as of August 1, 2010
Agreement and Plan of Merger • August 2nd, 2010 • PBSJ Corp /Fl/ • Services-engineering services • Florida

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 1, 2010, is by and among WS ATKINS plc, a public limited company organized under the laws of England and Wales and registered in England No. 1885586 (“Parent”), FALDO MAS, INC., a Florida corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and THE PBSJ CORPORATION, a Florida corporation (the “Company”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • June 23rd, 2009 • PBSJ Corp /Fl/ • Services-engineering services • Florida

This Amended and Restated Employment Agreement (“Agreement”) is entered into and effective on this day of June 2009, by and between Peter R. Brown Construction, Inc., a Florida corporation (the “Company”), and (hereinafter, the “Employee”) and, solely for purposes of guaranteeing the obligations of the Company under Sections 4(b), 5(d) and 6(b), The PBSJ Corporation, a Florida corporation (the “Parent”).

WITNESSETH:
Ownership Plan and Trust Agreement • August 14th, 2002 • PBSJ Corp /Fl/ • Services-engineering services
FIRST AMENDMENT TO LEASE
Lease • January 13th, 2010 • PBSJ Corp /Fl/ • Services-engineering services

THIS FIRST AMENDMENT TO LEASE (this “First Amendment”) is made and entered into as of the 21st day of September, 2009, by and between METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (as “Landlord”), and POST, BUCKLEY, SCHUH & JERNIGAN, INC., a Florida corporation (as “Tenant”).

AMENDMENT TO THE EMPLOYMENT/RETIREMENT BENEFITS AGREEMENT
Retirement Benefits Agreement • February 17th, 2009 • PBSJ Corp /Fl/ • Services-engineering services

This AMENDMENT TO THE EMPLOYMENT/RETIREMENT BENEFITS AGREEMENT (this “Amendment”), effective as of January 1, 2009, is made and entered into by and between Post, Buckley, Schuh & Jernigan, Inc., the PBSJ Corporation, on behalf of itself and its affiliates, a Florida corporation (the “Corporation”) and William W. Randolph, a resident of the State of Florida (“Employee”).

AGREEMENT
Agreement • January 29th, 2007 • PBSJ Corp /Fl/ • Services-engineering services • Florida

This Agreement is made this 23rd day of November, 2005 by and among The PBSJ Corporation (“PBSJ”), a corporation organized under the laws of the state of Florida, and Maria Marietta Garcia (“Garcia”), an individual.

FIFTH AMENDMENT TO SUPPLEMENTAL RETIREMENT/DEATH BENEFITS AGREEMENT
Death Benefits Agreement • February 17th, 2009 • PBSJ Corp /Fl/ • Services-engineering services

This FIFTH AMENDMENT is entered into this 12th day of March, 2007 by and between The PBSJ Corporation and Post, Buckley, Schuh & Jermigan, Inc., Florida Corporations (collectively referred to herein as the “Corporation”). And John B. Zumwalt (thereinafter referred to as the “Employee”).

GENERAL AGREEMENT OF INDEMNITY FOR CONTRACTORS Safeco Insurance Companies Safeco Plaza Seattle, WA 98185
General Agreement • February 17th, 2009 • PBSJ Corp /Fl/ • Services-engineering services

THIS AGREEMENT is made by the Undersigned in favor of the Safeco Insurance Companies for the purpose of indemnifying them from all loss and expense in connection with any Bonds for which any Safeco Insurance Company now is or hereafter becomes Surety for any of the following as Principal (hereinafter referred to as Contractor): The PBS&J Corporation; any company which is subsidiary to The PBS&J Corporation (whether now owned or hereafter created or acquired); any other entity or individual for whom The PBS&J Corporation requests a bond or bonds.

AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • July 8th, 2005 • PBSJ Corp /Fl/ • Services-engineering services • Florida

This Amendment No. 2 to Amended and Restated Credit Agreement (this “Amendment”), dated as of June 23, 2005, is entered into by and among BANK OF AMERICA, N.A., a national banking association (the “Lender”), POST, BUCKLEY, SCHUH & JERNIGAN, INC., a Florida corporation, and THE PBSJ CORPORATION, a Florida corporation (jointly and severally, individually and collectively, the “Borrower”), and SEMINOLE DEVELOPMENT CORPORATION, a Florida corporation, PBS&J CONSTRUCTION SERVICES, INC., a Florida corporation, PBS&J CONSTRUCTORS, INC., a Florida corporation, POST, BUCKLEY INTERNATIONAL, INC., a Florida corporation, SEMINOLE DEVELOPMENT II, INC., a Florida corporation and PBS&J CARIBE ENGINEERING, C.S.P., a Puerto Rico corporation (jointly and severally, collectively, the “Guarantors”), and amends the Amended and Restated Credit Agreement, dated as of June 30, 2002, by and among the Lender, the Borrower, certain of the Guarantors, as the same was amended by Amendment No. 1 to Amended and resta

FIRST AMENDMENT TO SUPPLEMENTAL RETIREMENT/DEATH BENEFITS AGREEMENT
Death Benefits Agreement • February 17th, 2009 • PBSJ Corp /Fl/ • Services-engineering services • Florida

THIS AMENDMENT entered into this 2nd day of January, 2002 by and between POST, BUCKLEY, SCHUH & JERNIGAN, INC. (PBSJ Inc.) and The PBSJ Corporation (PBSJ Corp.), Florida corporations, with principal offices in Miami, Florida (collectively hereinafter referred to as the “Corporations”) and Robert J. Paulsen, (hereinafter referred to as the “Employee”).

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AGREEMENT
Agreement • January 29th, 2007 • PBSJ Corp /Fl/ • Services-engineering services • Florida

This Agreement is made this 1st day of April, 2005 by and among The PBSJ Corporation (“PBSJ”), a corporation organized under the laws of the state of Florida, and Rosario Licata (“Licata”), an individual.

SEPARATION AGREEMENT AND RELEASE
Separation Agreement and Release • March 16th, 2010 • PBSJ Corp /Fl/ • Services-engineering services • Florida

This Separation Agreement and Release (referred to hereinafter as “Agreement”), effective March 1, 2010, is entered into by and between The PBSJ Corporation, a Florida corporation (the “Company” and collectively with its subsidiaries and other affiliates “PBSJ”), and John B. Zumwalt, III, individually and on behalf of his heirs, executors, administrators, legal representatives, and assigns (referred to hereinafter as “Zumwalt”).

THIRD AMENDMENT TO SUPPLEMENTAL RETIREMENT/DEATH BENEFITS AGREEMENT
Death Benefits Agreement • February 17th, 2009 • PBSJ Corp /Fl/ • Services-engineering services • Florida

THIS AMENDMENT entered into this 2nd day of January, 2002 by and between POST, BUCKLEY, SCHUH & JERNIGAN, INC. (PBSJ Inc.) and The PBSJ Corporation (PBSJ Corp.), Florida corporations, with principal offices in Miami, Florida (collectively hereinafter referred to as the “Corporations”) and John B. Zumwalt, (hereinafter referred to as the “Employee”).

THIRD AMENDED AND RESTATED REVOLVER NOTE
PBSJ Corp /Fl/ • November 19th, 2007 • Services-engineering services

This Third Amended and Restated Revolver Note (this “Note”) is the “Revolver Note” referred to in, and is entitled to the benefits (including, without limitation, the described collateral) of, the Amended and Restated Credit Agreement, dated as of June 30, 2002, as amended by Amendment No. 1 to Amended and Restated Credit Agreement, dated as of May 5, 2003, as further amended by Amendment No. 2 to Amended and Restated Credit Agreement, dated as of June 15, 2005, as further amended by Amendment No. 3 to Amended and Restated Credit Agreement, dated as of February 23, 2007, and as further amended by Amendment No. 4 to Amended and Restated Credit Agreement dated as of even date herewith (as further amended, restated or otherwise modified, the “Amended and Restated Credit Agreement”) among the Lender, the Borrower and the Guarantors (as defined in the Amended and Restated Credit Agreement). The Amended and Restated Credit Agreement, among other terms, provides for (i) the making of advances

AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 19th, 2007 • PBSJ Corp /Fl/ • Services-engineering services • Florida

This Amendment No. 4 to Amended and Restated Credit Agreement (this “Amendment”), dated as of November 14, 2007, is entered into by and among BANK OF AMERICA, N.A., a national banking association (the “Lender”); POST, BUCKLEY, SCHUH & JERNIGAN, INC., a Florida corporation, and THE PBSJ CORPORATION, a Florida corporation (jointly and severally, individually and collectively, the “Borrower”); and SEMINOLE DEVELOPMENT CORPORATION, a Florida corporation; PBS&J CONSTRUCTION SERVICES, INC., a Florida corporation; PBS&J CONSTRUCTORS, INC., a Florida corporation; POST, BUCKLEY INTERNATIONAL, INC., a Florida corporation; SEMINOLE DEVELOPMENT II, INC., a Florida corporation and PBS&J CARIBE ENGINEERING, C.S.P., a Puerto Rico corporation (jointly and severally, collectively, the “Guarantors”), and amends the Amended and Restated Credit Agreement, dated as of June 30, 2002, by and among the Lender, the Borrower, certain of the Guarantors, as the same was amended by Amendment No. 1 to Amended and R

SPLIT OWNER SPLIT DOLLAR LIFE INSURANCE AGREEMENT AND ASSIGNMENT
Split Owner Split Dollar Life Insurance • February 17th, 2009 • PBSJ Corp /Fl/ • Services-engineering services • Texas

This Agreement and Assignment is entered into as of the 15th day of December, 1994, by and between Espey, Huston & Associates, Inc., a Texas corporation (hereinafter referred to as “Espey Huston” or “Assignee-Owner”) and Wayne J. Overman, an employee of Espey Huston and the owner of Lincoln National Life Insurance Company Policy Number 23-7925341 and any supplementary contracts issued in connection therewith (hereinafter referred to as “Employee-Owner”) . In this Agreement and Assignment, Lincoln National Life Insurance Company Policy Number 23-7925341 and any supplementary contracts issued in connection therewith will be referred to as the “Policy.”

CONSOLIDATED RENEWAL PROMISSORY NOTE (“Promissory Note” or “Note”)
Consolidated Renewal • December 19th, 2008 • PBSJ Corp /Fl/ • Services-engineering services

FOR VALUE RECEIVED, the undersigned, POST, BUCKLEY, SCHUH & JERNIGAN, INC., a Florida corporation, (“Maker” or “Borrower”), promises to pay to the order of SUNTRUST BANK, a State Bank organized under the laws of Georgia, (“Lender”), the principal sum of THIRTEEN MILLION SIX HUNDRED THOUSAND DOLLARS ($13,600,000.00), together with interest thereon from date until paid according to the terms of this Note. Interest shall accrue at a variable rate equal to the LIBOR (London Interbank Offered Rate) plus TWO HUNDRED TWENTY SEVEN (227) basis points (“LIBOR RATE”) which shall be quoted for a ONE MONTH period and adjusted on the first day of each calendar month thereafter (“Interest Rate Determination Date”) based upon the LIBOR RATE quoted two business days prior to the 1st day of each calendar month. The LIBOR RATE shall remain fixed during each month based upon the interest rate established on the applicable Interest Rate Determination Date. LIBOR shall mean that rate per annum effective on

SEVENTH AMENDMENT TO LEASE AGREEMENT
Lease Agreement • December 19th, 2003 • PBSJ Corp /Fl/ • Services-engineering services

THIS SEVENTH AMENDMENT TO LEASE AGREEMENT (“Seventh Amendment”) is made and entered into as of June 13, 2003, by and between HIGHWOODS/CYPRESS COMMONS, LLC, a Delaware limited liability company, as successor to Cypress-Tampa II Limited Partnership, a limited partnership organized under the provisions of the Revised Uniform Limited Partnership Act of the State of Delaware (“Landlord”), with Landlord having its address at 3111 W. Dr. Martin Luther King, Jr. Boulevard, Suite 300, Tampa, Florida 33607, and POST, BUCKLEY, SCHUH & JERNIGAN, INC. (“Tenant”), having its office at 2001 NW 107th Avenue, Miami, Florida 33172.

GUARANTY AGREEMENT IMPROVED PROPERTY LOCATED IN FLORIDA
Guaranty Agreement • December 19th, 2008 • PBSJ Corp /Fl/ • Services-engineering services • Florida

THE PBSJ CORPORATION, a Florida corporation (“GUARANTOR,” and if more than one, then, collectively and jointly and severally, the “GUARANTOR”)

SETTLEMENT AGREEMENT
Settlement Agreement • October 2nd, 2009 • PBSJ Corp /Fl/ • Services-engineering services • Florida

This Settlement Agreement (hereinafter “Agreement”), entered into as of this 30th day of September, 2009, is by and between Richard Wickett on the one hand, and Post, Buckley, Schuh & Jernigan, Inc. and The PBSJ Corporation (collectively “PBSJ”) on the other hand. The Agreement between the parties is as follows:

FOURTH AMENDMENT TO SUPPLEMENTAL RETIREMENT/DEATH BENEFITS AGREEMENT
Death Benefits Agreement • February 17th, 2009 • PBSJ Corp /Fl/ • Services-engineering services • Florida

THIS AMENDMENT entered into this 1st day of January, 2004 by and between POST, BUCKLEY, SCHUH & JERNIGAN, INC. (PBSJ Inc.) and The PBSJ Corporation (PBSJ Corp.), Florida corporations, with principal offices in Miami, Florida (collectively hereinafter referred to as the “Corporations”) and John B. Zumwalt, (hereinafter referred to as the “Employee”).

EXHIBIT 4.1 Certificate No. For ___________ Shares Issued to Dated ______________ 19____ From Whom Transferred Dated _______________ 19____ No. Original No Original No of Shares Certificate Shares Transferred Received Certificate No. ________ For...
PBSJ Corp /Fl/ • June 27th, 2000

This Certifies that _________________ is the owner of ____________________ shares of the Capital Stock of The PBSJ Corporation being fully paid non-assessable Common Stock, subject to the terms and conditions on the reverse side hereof, transferable only on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this Certificate properly endorsed.

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