S-4/A

As filed with the Securities and Exchange Commission on June 25, 2013

Registration No. 333-187968

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

URS CORPORATION*

(Exact Name of Each Registrant as Specified in Its Charter)

Delaware	8711	94-1381538
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(IRS Employer Identification Number)

600 Montgomery Street, 26th Floor

San Francisco, California 94111-2728

(415) 774-2700

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Joseph Masters

General Counsel and Secretary

URS CORPORATION

600 Montgomery Street, 26th Floor

San Francisco, California 94111-2728

(415) 774-2700

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

With a copy to:

Steven B. Stokdyk

Latham & Watkins LLP

355 South Grand Avenue

Los Angeles, California 90071

(213) 485-1234

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)	¨
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)	¨

* The Companies listed on the next page in the table of additional registrants are also included in this registration statement as additional Registrants.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Additional Registrants*	Primary Standard Industrial Classification Number	Jurisdiction of Formation	I.R.S. Employer Identification No.
URS FOX US LP	8711	Delaware	45-4737569
B.P. BARBER & ASSOCIATES INC.	8711	South Carolina	57-0262530
E.C. DRIVER & ASSOCIATES INC.	8711	Florida	59-2375705
FORERUNNER CORPORATION	8711	Colorado	84-1344715
URS CONSTRUCTION SERVICES, INC.	8711	Florida	59-3662286
URS CORPORATION – NORTH CAROLINA	8711	North Carolina	94-3410041
URS CORPORATION	8711	Nevada	94-1716908
URS CORPORATION GREAT LAKES	8711	Michigan	38-1776252
URS CORPORATION SOUTHERN	8711	California	59-2087895
URS ENERGY & CONSTRUCTION, INC.	8711	Ohio	34-0217470
URS GLOBAL HOLDINGS, INC.	6719	Nevada	27-0574544
URS GROUP, INC.	8711	Delaware	94-3077384
URS HOLDINGS, INC.	6719	Delaware	95-4316617
URS INTERNATIONAL PROJECTS, INC.	8711	Nevada	94-3128864
URS ALASKA, LLC	8711	Alaska	26-2223260
WASHINGTON DEMILITARIZATION COMPANY, LLC	8711	Delaware	20-2047819
WASHINGTON GOVERNMENT ENVIRONMENTAL SERVICES COMPANY LLC	8711	Delaware	82-0507248
WASHINGTON OHIO SERVICES LLC	8711	Nevada	82-0528103
EG&G DEFENSE MATERIALS, INC.	8711	Utah	87-0468639
LEAR SIEGLER LOGISTICS INTERNATIONAL, INC.	8711	Delaware	52-2236487
URS FEDERAL SERVICES, INC.	8711	Delaware	27-1628265
URS FEDERAL SERVICES INTERNATIONAL, INC.	8711	Delaware	27-1816795
URS FEDERAL SUPPORT SERVICES, INC.	8711	Delaware	27-0031024
URS FEDERAL TECHNICAL SERVICES, INC.	8711	Delaware	51-0391628
RUST CONSTRUCTORS INC.	8711	Delaware	13-2740970

URS CORPORATION – OHIO	8711	Ohio	34-0939859
URS NUCLEAR LLC	8711	Delaware	26-3899844
AMAN ENVIRONMENTAL CONSTRUCTION, INC.	1799	California	95-4415779
CLEVELAND WRECKING COMPANY	1795	Delaware	31-0244320
SIGNET TESTING LABORATORIES, INC.	8711	Delaware	94-3297332
URS CORPORATION – NEW YORK	8711	New York	11-1445800
URS OPERATING SERVICES, INC.	8711	Delaware	94-3216333
WGI GLOBAL INC.	8711	Nevada	82-0342614
URS E&C HOLDINGS, INC.	8711	Delaware	26-1320627
URS INTERNATIONAL, INC.	8711	Delaware	94-3128864
URS RESOURCES, LLC	6719	Delaware	16-1627792
URS PROFESSIONAL SOLUTIONS LLC	8711	Delaware	82-0510442

* All of the subsidiaries of URS Corporation that are the guarantors of the notes are 100% wholly owned by URS Corporation. Such guarantees are full and unconditional and joint and several. The guarantee of a subsidiary guarantor will, so long as no event of default shall have occurred and be continuing with respect to the new notes, be automatically and unconditionally released and discharged without any action on the part of the trustee or the holders of the new notes in the situations set forth in the prospectus.

The information in this prospectus is not complete and may be changed. We may not sell these securities or accept any offer to buy these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state in which such offer, solicitation or sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 25, 2013

PROSPECTUS

$1,000,000,000

$400,000,000 3.850% Senior Notes due 2017,

$600,000,000 5.000% Senior Notes due 2022,

Guarantees by Guarantors named herein

URS CORPORATION

URS FOX US LP

Offer to exchange our 3.850% Senior Notes due 2017 and our 5.000% Senior Notes due 2022 and the guarantees by the guarantors named herein, which have been registered under the Securities Act of 1933, as amended, for any and all of our outstanding 3.850% Senior Notes due 2017 and our 5.000% Senior Notes due 2022 issued on March 15, 2012 (CUSIP No: 903243AA1 and U9154LAA3, and 903243AB9 and U9154LAB1, respectively) and the guarantees by the guarantors named herein

The exchange offer and withdrawal rights will expire at 5:00 P.M.,

Eastern time, on             , 2013 (which date shall be 21 business days after commencement), unless extended.

We are offering to exchange up to $400,000,000 aggregate principal amount of our new 3.850% Senior Notes due 2017 (the “2017 notes”) and the guarantees thereof, and up to $600,000,000 aggregate principal amount of our new 5.000% Senior Notes due 2022 (the “2022 notes”) and the guarantees thereof, which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), referred to in this prospectus as the “new notes,” for any and all of our outstanding 3.850% Senior Notes due 2017 and the guarantees thereof, and 5.000% Senior Notes due 2022 and the guarantees thereof, issued on March 15, 2012 (CUSIP No: 903243AA1 and U9154LAA3, and 903243AB9 and U9154LAB1, respectively), which notes are referred to in this prospectus as the old notes. The new notes and the old notes are collectively referred to in this prospectus as the “notes.”

We issued the old notes and the related guarantees on March 15, 2012 in a transaction not requiring registration under the Securities Act. We are offering you new notes and the related guarantees, with terms substantially identical to those of the old notes and the related guarantees, in exchange for old notes and the related guarantees in order to satisfy our registration obligations from that previous transaction. If you fail to tender your old notes, you will continue to hold unregistered notes that you will not be able to transfer freely.

See “Risk Factors” starting on page 7 of this prospectus for a discussion of risks associated with the exchange of old notes for the new notes offered hereby.

We will exchange new notes for all old notes that are validly tendered and not withdrawn before expiration of the exchange offer. You may withdraw tenders of old notes at any time prior to the expiration of the exchange offer. The exchange procedure is more fully described in “The Exchange Offer—Procedures for Tendering.”

The terms of the new notes are identical in all material respects to those of the old notes, except that the transfer restrictions and registration rights applicable to the old notes do not apply to the new notes. See “Description of the New Notes” for more details on the terms of the new notes.

We will not receive any proceeds from the exchange offer.

There is no established trading market for the new notes or the old notes.

The exchange of old notes for new notes will not be a taxable event for United States federal income tax purposes. See “Certain United States Federal Income Tax Considerations.”

All broker-dealers must comply with the registration and prospectus delivery requirements of the Securities Act. See “Plan of Distribution.”

Each broker-dealer that receives new notes for its own account in the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of those new notes. By so acknowledging and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where the old notes were acquired by the broker-dealer as a result of market-making activities or other trading activities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

            , 2013

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the notes offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

TABLE OF CONTENTS

SUMMARY	1
RISK FACTORS	7
FORWARD-LOOKING STATEMENTS	13
USE OF PROCEEDS	14
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES	15
THE EXCHANGE OFFER	16
DESCRIPTION OF THE NEW NOTES	24
DESCRIPTION OF THE OLD NOTES	42
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS	43
PLAN OF DISTRIBUTION	44
LEGAL MATTERS	45
EXPERTS	46
WHERE YOU CAN FIND MORE INFORMATION	47

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SUMMARY

This summary highlights selected information from this prospectus and is therefore qualified in its entirety by the more detailed information appearing elsewhere, or incorporated by reference, in this prospectus. It may not contain all the information that is important to you. We urge you to read carefully this entire prospectus and the other documents to which it refers to understand fully the terms of the notes. All references in this prospectus to “we,” “us,” “our” and the “Issuers” refer to Parent and its subsidiaries on a consolidated basis, including URS Fox US LP and the subsidiaries of Parent that are the guarantors of the notes, collectively. Unless the context requires otherwise, all references to “Parent” in this section refer solely to URS Corporation and not to its subsidiaries.

Our Business

We are a leading international provider of engineering, construction and technical services. We offer a broad range of program management, planning, design, engineering, construction and construction management, operations and maintenance, and decommissioning and closure services to public agencies and private sector clients around the world. We also are a United States (“U.S.”) federal government contractor in the areas of systems engineering and technical assistance, operations and maintenance, and information technology (“IT”) services. With approximately 54,000 employees in a global network of offices and contract-specific job sites in more than 50 countries, we provide services for federal, infrastructure, oil and gas, power and industrial programs and projects. On May 14, 2012, we completed the acquisition of Flint Energy Services Ltd. (“Flint”), a provider of construction and maintenance services to clients in the oil and gas industry. The operations of Flint have now become our new Oil & Gas Division. The acquisition expanded our presence in the oil and gas market sector, most notably in the North American unconventional oil and gas segments of this market.

Parent was originally incorporated in California in 1957 under its former name—Broadview Research Corporation. In 1976, Parent was re-incorporated in Delaware under its current name—URS Corporation. Parent’s headquarters and principal executive offices are located at 600 Montgomery Street, 26th Floor, San Francisco, CA 94111-2728, and its telephone number is (415) 774-2700. Parent’s website is located at http://www.urs.com. The information on, or linked to, Parent’s website is not a part of, or incorporated by reference into, this prospectus. You can obtain more information about Parent and its business by reading Parent’s Annual Report on Form 10-K for the fiscal year ended December 28, 2012 and the other reports filed by Parent with the Commission, which are incorporated by reference herein. See “Where You Can Find More Information.”

URS Fox US LP, a Delaware limited partnership, is a wholly owned subsidiary of Parent. It was formed on February 29, 2012 solely for the purpose of being a co-issuer of the old notes and will not have any material operations, assets or revenues. The principal executive offices of URS Fox US LP are located at 600 Montgomery Street, 26th Floor, San Francisco, CA 94111-2728, and its primary telephone number is (415) 774-2700.

The Exchange Offer

On March 15, 2012, we completed a private offering of $400,000,000 aggregate principal amount of 3.850% Senior Notes due 2017 and $600,000,000 aggregate principal amount of 5.000% Senior Notes due 2022. As part of that offering, we and the guarantors entered into a registration rights agreement with the initial purchasers of the old notes in which we agreed, among other things, to deliver this prospectus to you and to complete an exchange offer for the old notes. Below is a summary of the exchange offer.

Old notes	3.850% Senior Notes due 2017 and 5.000% Senior Notes due 2022 originally issued on March 15, 2012 (CUSIP No: 903243AA1 and U9154LAA3, and 903243AB9 and U9154LAB1, respectively).
New notes	Notes of the same series, the issuance of which has been registered under the Securities Act. The terms of the new notes are identical in all material respects to those of the old notes, except that the transfer restrictions and registration rights relating to the old notes do not apply to the new notes.

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Terms of the offer	We are offering to exchange a like amount of new notes for our old notes in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. In order to be exchanged, an old note must be properly tendered and accepted. All old notes that are validly tendered and not withdrawn will be exchanged. As of the date of this prospectus, there are $1,000,000,000 aggregate principal amount of old notes outstanding. We will issue new notes promptly after the expiration of the exchange offer.
Expiration time	The exchange offer will expire at 5:00 P.M., Eastern time, on             , 2013 (which date shall be 21 business days after commencement), unless extended.
Procedures for tendering	To tender old notes, you must complete and sign a letter of transmittal in accordance with the instructions contained in it and forward it by mail, facsimile or hand delivery, together with any other documents required by the letter of transmittal, to the exchange agent, either with the old notes to be tendered or in compliance with the specified procedures for guaranteed delivery of old notes. Certain brokers, dealers, commercial banks, trust companies and other nominees may also effect tenders by book-entry transfer. Holders of old notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee are urged to contact such person promptly if they wish to tender old notes pursuant to the exchange offer. See “The Exchange Offer—Procedures for Tendering.” Letters of transmittal and certificates representing old notes should not be sent to us. Such documents should be sent only to the exchange agent. Questions regarding how to tender and requests for information should be directed to the exchange agent. See “The Exchange Offer—Exchange Agent.”
Acceptance of old notes for exchange; issuance of new notes	Subject to the conditions stated in “The Exchange Offer—Conditions to the Exchange Offer,” we will accept for exchange any and all old notes that are properly tendered in the exchange offer before the expiration time. The new notes will be delivered promptly after the expiration time.
Interest payments on the new notes	The new notes will bear interest from the most recent date through which interest has been paid on the old notes. If your old notes are accepted for exchange, then you will receive interest on the new notes and not on the old notes.
Withdrawal rights	You may withdraw your tender at any time before the expiration time.
Conditions to the exchange offer	The exchange offer is subject to customary conditions. We may assert or waive these conditions in our reasonable discretion. If we materially change the terms of the exchange offer, we will resolicit tenders of the old notes. See “The Exchange Offer—Conditions to the Exchange Offer” for more information.

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Resales of new notes	Based on interpretations by the staff of the Securities and Exchange Commission, or SEC, as detailed in a series of no-action letters issued by the SEC to third parties, we believe that the new notes issued in the exchange offer may be offered for resale, resold or otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act as long as:
	•	you are acquiring the new notes in the ordinary course of your business;
	•	you are not participating, do not intend to participate and have no arrangement or understanding with any person to participate in a distribution of the new notes;
	•	you are not an “affiliate” of ours; and
	•	you are not a broker-dealer that acquired any of its old notes directly from us.
	If you fail to satisfy any of the foregoing conditions, you will not be permitted to tender your old notes in the exchange offer and you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or other transfer of your old notes unless such sale is made pursuant to an exemption from such requirements.
	Each broker or dealer that receives new notes for its own account in exchange for old notes that were acquired as a result of market-making or other trading activities must acknowledge that it will comply with the registration and prospectus delivery requirements of the Securities Act in connection with any offer to resell, resale or other transfer of the new notes issued in the exchange offer, including the delivery of a prospectus that contains information with respect to any selling holder required by the Securities Act in connection with any resale of the new notes.
	See “The Exchange Offer—Resales of New Notes.”
Exchange agent	U.S. Bank National Association is serving as the exchange agent in connection with the exchange offer. The address and telephone and facsimile numbers of the exchange agent are listed under the heading “The Exchange Offer—Exchange Agent.”
Use of proceeds	We will not receive any proceeds from the issuance of new notes in the exchange offer. We will pay all expenses incident to the exchange offer. See “Use of Proceeds” and “The Exchange Offer—Fees and Expenses.”

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The New Notes

The terms of the new notes are identical in all material respects to those of the old notes, except that the transfer restrictions and registration rights applicable to the old notes do not apply to the new notes. The new notes will evidence the same debt as the old notes and will be governed by the same indenture. Where we refer to “notes” in this prospectus, we are referring to both the old notes and the new notes.

Notes offered	Up to $400,000,000 aggregate principal amount of 3.850% Senior Notes due 2017 and up to $600,000,000 aggregate principal amount of 5.000% Senior Notes due 2022, which have been registered under the Securities Act. Each series of new notes will be fully fungible with, and consolidated with and form a single series with, the corresponding series of old notes.
Maturity date	The 2017 notes will mature on April 1, 2017. The 2022 notes will mature on April 1, 2022.
Listing	We do not intend to apply for listing of the new notes on any securities exchange or for inclusion of the notes in any automated quotation system.
Interest	Interest on the 2017 notes will accrue at 3.850% per annum. Interest on the 2022 notes will accrue at 5.000% per annum. Interest on the notes will be payable semi-annually in cash in arrears on April 1 and October 1 of each year, commencing on April 1, 2013.
Guarantees	The notes will be fully and unconditionally guaranteed on a joint and several basis by each of the current and future 100% wholly owned domestic subsidiaries of Parent that are guarantors under Parent’s existing credit facility or that are domestic obligors or domestic guarantors, individually or collectively under any other future Indebtedness (as defined in “Description of the New Notes—Certain Covenants”) of Parent or Parent’s wholly owned domestic subsidiaries in excess of $100.0 million. Each guarantee will:
	•	be a senior obligation of that guarantor and rank equally in right of payment with all existing and future senior indebtedness of that guarantor;
	•	be senior in right of payment to all existing and future subordinated indebtedness of that guarantor; and
	•	be effectively subordinated to any secured indebtedness of that guarantor to the extent of the value of the assets of the guarantor that secures such indebtedness.
	The notes will be structurally subordinated in right of payment to all indebtedness and other liabilities of Parent’s non-guarantor subsidiaries and Parent’s foreign subsidiaries. The guarantee of a subsidiary will, so long as no event of default shall have occurred and be continuing with respect to the new notes, be automatically and unconditionally released and discharged without any action on the part of the trustee or the holders of the new notes in the situations set forth in “Description of New Notes —Guarantees.”
Ranking	The notes will be our senior unsecured obligations and will:
	•	rank equally in right of payment with all of our existing and future senior indebtedness, including Parent’s existing credit facility;
	•	rank senior in right of payment with any of our future subordinated indebtedness;

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	•	be effectively subordinated to any of our future secured indebtedness to the extent of the value of the assets securing such indebtedness;
	•	be structurally subordinated to all indebtedness and other liabilities of our subsidiaries that do not guarantee the notes; and
	•	be guaranteed as described under “—Guarantees.”
Change of Control	If we experience a Change of Control Triggering Event (as defined in “Description of the New Notes—Repurchase Upon a Change of Control Triggering Event”), we will be required, unless we have already exercised our option to redeem the notes, to offer to purchase the notes at a purchase price equal to 101% of their principal amount plus accrued and unpaid interest, if any, to the date of purchase. See “Description of the New Notes—Repurchase Upon a Change of Control Triggering Event.”
Optional redemption	We may redeem the notes, in whole or in part at any time and from time to time, at a price equal to 100% of the principal amount of the notes to be redeemed plus any accrued and unpaid interest thereon and a “make-whole” premium. In addition, we may redeem all or a portion of the 2022 notes at any time on or after the date that is three months prior to the maturity date of the 2022 notes, at a redemption price equal to 100% of the principal amount of the 2022 notes to be redeemed. See “Description of the New Notes—Optional Redemption.”
Certain Covenants	The indenture governing the notes contains certain covenants that restrict the ability of the Issuers and certain of Parent’s subsidiaries, with certain exceptions, to:
	•	merge with or into or sell all or substantially all of such entity’s assets to other entities;
	•	incur liens on Principal Property (as defined in “Description of the New Notes—Certain Covenants”); and
	•	engage in sale and leaseback transactions with respect to Principal Property.
	However, at the time of this prospectus, neither we nor Parent’s subsidiaries has any property that constitutes a “Principal Property” as such term is defined in “Description of the New Notes—Certain Covenants.”
Form and denominations	We will issue the new notes in fully registered form, in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. Each of the new notes will be represented by one or more global notes registered in the name of a nominee of The Depository Trust Company, or DTC. You will hold a beneficial interest in one or more of the notes through DTC, and DTC and its direct and indirect participants will record your beneficial interest in their books. Except under limited circumstances, we will not issue certificated new notes.
Trustee	U.S. Bank National Association.

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Consolidated Ratios of Earnings to Fixed Charges

The following table contains Parent and its subsidiaries’ consolidated ratio of earnings to fixed charges for the periods indicated.

	Year Ended											Three Months Ended
	December 28, 2012		December 30, 2011  (1)			December 31, 2010		January 1, 2010		January 2, 2009		March 29, 2013		March 30, 2012
	(Dollars in Millions)
Consolidated ratio of earnings to fixed charges		3.7		N/A			4.3		3.7		2.6		3.1		4.5
Deficiency		—	$	(506.2	)		—		—		—		—		—

The ratio of earnings to fixed charges was computed by dividing earnings by fixed charges. For this purpose, fixed charges consist of interest expense, the amortization of debt discount and such portion of rental expense that is attributable to interest expense. Interest component of rental expense is estimated to equal one-third of such expense, which is considered a reasonable approximation of the interest factor. Earnings consist of income before income taxes and equity in income of unconsolidated joint ventures plus fixed charges.

⁽¹⁾  Earnings for the year ended December 30, 2011 were inadequate to cover fixed charges. The coverage deficiency was $506.2 million.

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RISK FACTORS

We have included discussions of cautionary factors describing risks relating to our business and an investment in our securities in our Annual Report on Form 10-K for the year ended December 28, 2012 and Quarterly Report on Form 10-Q for the quarterly period ended March 29, 2013, which are incorporated by reference into this prospectus. See “Where You Can Find More Information” for an explanation of how to get copies of these reports. Additional risks related the new notes are described in this prospectus and may also be described in a prospectus supplement. Before tendering old notes in the exchange offer, you should carefully consider the risk factors we describe in this prospectus and any prospectus supplement and in any report incorporated by reference into this prospectus or such prospectus supplement, including any Annual Report on Form 10-K or Quarterly Report on Form 10-Q that is incorporated by reference into this prospectus or such prospectus supplement after the date of this prospectus. Any or all of these risk factors could have a material adverse effect on our business, financial condition, results of operations or liquidity. Furthermore, although we discuss key risks in the following risk factor descriptions, additional risks not currently known to us or that we currently deem immaterial also may impair our business. Our subsequent filings with the SEC may contain amended and updated discussions of significant risks. We cannot predict future risks or estimate the extent to which they may affect our financial performance.

Risks Related to the New Notes

Increased leverage may harm our financial condition and results of operations.

As of December 28, 2012, Parent and its subsidiaries had approximately $5,023.5 million of total liabilities on a consolidated basis. Parent and its subsidiaries may incur additional indebtedness in the future and, subject to certain limitations, the notes do not restrict future incurrence of indebtedness. Any future increase in Parent’s level of indebtedness will have several important effects on Parent’s future operations, including, without limitation, the following:

• Parent will have additional cash requirements in order to support the payment of interest on its outstanding indebtedness;

• increases in Parent’s outstanding indebtedness and leverage may increase Parent’s vulnerability to adverse changes in general economic and industry conditions, as well as to competitive pressure;

• Parent’s ability to obtain additional financing for working capital, capital expenditures, general corporate and other purposes may be limited;

• Parent’s flexibility in planning for, or reacting to, changes in its business and its industry may be limited; and

• Parent’s flexibility to make acquisitions and develop technology may be limited.

Parent’s ability to make payments of principal and interest on its indebtedness depends upon the Parent and its subsidiaries’ future performance, which will be subject to general economic conditions, industry cycles and financial, business and other factors affecting the Parent and its subsidiaries’ consolidated operations, many of which are beyond its control. If the Parent and its subsidiaries are unable to generate sufficient cash flow from operations in the future to service its debt, Parent may be required, among other things, to:

• seek additional financing in the debt or equity markets;

• refinance or restructure all or a portion of its indebtedness;

• sell selected assets;

• reduce or delay planned capital expenditures; or

• reduce or delay planned operating expenditures.

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Such measures might not be sufficient to enable Parent to service its debt. In addition, any such financing, refinancing or sale of assets might not be available on economically favorable terms or at all.

The Parent and its subsidiaries’ financial performance and other factors could adversely impact our ability to make payments on the notes.

Our ability to make scheduled payments with respect to our indebtedness, including the notes, will depend in large part on the Parent and its subsidiaries’ financial and operating performance, which, in turn, is subject to prevailing economic conditions and to financial, business and other factors beyond our control. Please read this prospectus and the documents incorporated by reference in this prospectus for a discussion of some of the factors that could affect Parent’s financial and operating performance.

The terms of the indenture and the notes provide only limited protection against significant corporate events and other actions we may take that could adversely impact your investment in the notes.

While the indenture and the notes contain terms intended to provide protection to the holders of the notes upon the occurrence of certain events involving significant corporate transactions, such terms are limited and may not be sufficient to protect your investment in the notes. In addition, the definition of the term “Change of Control Triggering Event” does not cover a variety of transactions (such as acquisitions by us or recapitalizations) that could negatively affect the value of your notes. If Parent were to enter into a significant corporate transaction that would negatively affect the value of the notes but would not constitute a Change of Control Triggering Event, we would not be required to offer to repurchase your notes prior to their maturity.

Furthermore, the indenture for the notes does not:

• require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flow or liquidity;

• limit our ability to incur indebtedness that is equal in right of payment to the notes;

• restrict our ability or the ability of Parent’s non-issuer subsidiaries to issue securities or otherwise incur indebtedness that would be senior to Parent’s equity interests in us or in Parent’s non-issuer subsidiaries and, therefore, rank effectively senior to the notes;

• limit our ability or the ability of Parent’s non-issuer subsidiaries to service indebtedness;

• restrict Parent’s ability to repurchase or prepay any other of Parent’s securities or other indebtedness; or

• restrict Parent’s ability to make investments or to repurchase or pay dividends or make other payments in respect of its common stock.

As a result of the foregoing, when evaluating the terms of the notes, you should be aware that the terms of the indenture and the notes do not restrict Parent’s ability to engage in, or to otherwise be a party to, a variety of corporate transactions, circumstances and events that could have an adverse impact on your investment in the notes.

The notes and subsidiary guarantees are effectively subordinated to the indebtedness of Parent’s subsidiaries that are not guaranteeing the notes.

We expect that only certain of Parent’s subsidiaries will guarantee our payment obligations on the notes. The right of any subsidiary of Parent that is a guarantor to participate in any distribution of assets of any non-guarantor subsidiary upon that subsidiary’s dissolution, winding-up, liquidation, reorganization or otherwise is subject to the prior claims of the creditors of that subsidiary. Therefore, the notes and subsidiary guarantees will be

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effectively subordinated to all indebtedness and other obligations of Parent’s non-guarantor subsidiaries (excluding any amounts owed by such subsidiaries to Parent or any subsidiary of Parent that is a guarantor). Parent’s non-guarantor subsidiaries are separate legal entities and have no obligations to pay any amounts due on the notes. As of December 28, 2012, Parent’s non-guarantor subsidiaries had approximately $366.7 million of indebtedness outstanding.

The notes and related guarantees may be subject to prior claims of any secured creditors and, if a default occurs, we and the guarantors may not have sufficient funds to fulfill our obligations under the notes.

The notes and the related guarantees are our and the guarantors’ general senior unsecured obligations, ranking equally with all of our and the guarantors’ other existing and future senior unsecured indebtedness, including Parent’s existing credit facility. The indenture governing the notes permits us and the guarantors to incur additional secured debt under specified circumstances. In addition, if Parent’s corporate family rating or the senior unsecured rating from Moody’s Investors Services, Inc. (“Moody’s”) is at or below Ba2 or if Parent’s corporate family rating from Standard & Poor’s Ratings Services (“S&P”) is at or below BB, Parent’s existing credit facility requires Parent to provide security to the lenders thereunder in the form of all equity interests of domestic borrowers and each subsidiary guarantor’s direct subsidiaries, provided that the pledge of first-tier foreign subsidiaries is capped at 65%. Upon Parent’s corporate family rating from S&P being above BB and no default having occurred or continuing, such security will be released by the lenders to Parent. If we or the guarantors incur any secured debt, all or a portion of our assets and the assets of such guarantors will be subject to prior claims by secured creditors. In the event of our or such guarantors’ bankruptcy, liquidation, reorganization, dissolution or other winding up, assets that secure debt will be available to pay obligations on the notes and the guarantees only after all debt secured by those assets has been repaid in full. Holders of the notes will participate in our or such guarantors’ remaining assets ratably with all of our and such guarantors’ other unsecured and senior creditors.

Neither we nor any of Parent’s subsidiaries has any properties that currently constitute a “Principal Property” under the indenture governing the notes.

The indenture governing the notes contains covenants that restrict our ability, and the ability of certain of Parent’s subsidiaries, to incur liens on or engage in sale and leaseback transactions with respect to any Principal Property. However, as of the date of this prospectus, neither we nor any of Parent’s subsidiaries has any property that constitutes a “Principal Property” as such term is defined in “Description of the New Notes—Certain Covenants.” Accordingly, until we or any of Parent’s subsidiaries has property that constitutes Principal Property, these covenants will effectively not restrict us.

The indenture does not restrict the amount of additional debt that Parent or Parent’s subsidiaries may incur.

The notes and the indenture under which the notes will be issued do not place any limitation on the amount of unsecured debt that may be incurred by Parent or Parent’s subsidiaries, including URS Fox US LP. The incurrence of additional debt by Parent or Parent’s subsidiaries, including URS Fox US LP, may have important consequences for you as a holder of the notes, including making it more difficult for us to satisfy our obligations with respect to the notes, a loss in the market value of your notes and a risk that the credit rating of the notes is lowered or withdrawn.

A substantial portion of Parent’s operations are conducted through, and a substantial portion of Parent’s consolidated assets are held by, Parent’s subsidiaries and joint ventures.

A substantial portion of Parent’s consolidated assets are held by its subsidiaries and joint ventures. Accordingly, Parent’s ability to service its debt, including the notes, depends partially on the results of operations of Parent’s subsidiaries and joint ventures and upon the ability of such subsidiaries and joint ventures to provide Parent with cash, whether in the form of dividends, loans or otherwise, to pay amounts due on Parent’s obligations, including the notes. Parent’s subsidiaries and joint ventures are separate and distinct legal entities and, except for the subsidiaries which are guaranteeing the notes, have no obligation, contingent or otherwise, to pay any amounts due pursuant to the notes or to make any funds available, whether by dividends, loans, distributions or other payments, and do not guarantee the payment of interest on, or principal of, the notes. In addition, dividends, loans or other distributions to Parent from such subsidiaries or joint ventures may be subject to contractual and other restrictions and are subject to other business considerations.

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We may not be able to repurchase all of the notes upon a Change of Control Triggering Event in accordance with the indenture, which would result in a default under the notes.

Upon the occurrence of a Change of Control Triggering Event under the indenture governing the notes, we will be required to offer to repurchase the notes at a price of 101% of the aggregate principal amount of the notes outstanding on the date of such change of control plus accrued and unpaid interest. However, we may not have sufficient funds to repurchase the notes. In addition, our ability to repurchase the notes may be limited by law or the terms of other agreements relating to our indebtedness. The failure to make such repurchase in accordance with the indenture would result in a default under the notes and could result in a default under other indebtedness of Parent and its subsidiaries.

Ratings of the notes may not reflect all risks of an investment in the notes.

The notes will be rated by at least two nationally recognized statistical rating organizations. The ratings of the notes will primarily reflect our financial strength and will change in accordance with the rating of our financial strength. Any rating is not a recommendation to purchase, sell or hold any particular security, including the notes. These ratings do not reflect analysis or recommendations as to market price or suitability for a particular investor. In addition, ratings at any time may be lowered or withdrawn in their entirety. The ratings of the notes may not reflect the potential impact of all risks related to structure and other factors on any trading market for, or trading values of, your notes.

Federal and state fraudulent transfer laws may permit a court to void any guarantee, and, if that occurs, you may not receive any payments on such guarantee.

Federal and state fraudulent transfer and conveyance statutes may apply to the incurrence of the guarantees. Under federal bankruptcy law and comparable provisions of state fraudulent transfer or conveyance laws, which may vary from state to state, a guarantee may be voided as a fraudulent transfer or conveyance if (l) the guarantor incurred or transferred the guarantee with the intent of hindering, delaying or defrauding creditors or (2) the guarantor received less than reasonably equivalent value or fair consideration in return for incurring the guarantee and, in the case of (2) only, one of the following is also true at the time thereof:

• the guarantor was insolvent or rendered insolvent by reason of the incurrence of the guarantee;

• the incurrence of the guarantee left the guarantor with an unreasonably small amount of capital to carry on its business;

• the guarantor intended to, or believed that it would, incur debts beyond its ability to pay as they mature; or

• the guarantor was a defendant in an action for money damages, or had a judgment for money damages docketed against it if, in either case, after final judgment, the judgment is unsatisfied.

If a court were to find that the incurrence of a guarantee was a fraudulent transfer or conveyance, the court could void the payment obligations under the guarantee or subordinate the guarantee to the guarantor’s presently existing and future indebtedness, or require the holders of the notes to repay any amounts received with respect to any such guarantee. If it is found that a fraudulent transfer or conveyance has occurred, you may not receive any repayment on the notes with respect to such guarantee.

As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or an antecedent debt is secured or satisfied. A debtor will generally not be considered to have received value in connection with a debt offering if the debtor uses the proceeds of that offering to make a dividend payment or retires or redeems equity securities issued by the debtor.

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We cannot be certain of the standards that a court would use to determine whether reasonably equivalent value or fair consideration was received or whether or not a guarantor was solvent at the relevant time or, regardless of the standard that a court uses, that the issuance of its guarantees would not be voided or subordinated to any of its other debt. Generally, however, an entity would be considered insolvent if, at the time it incurred indebtedness:

• the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all its assets;

• the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

• it could not pay its debts as they become due.

The guarantees will contain a provision intended to limit each guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer. However, this provision may not be effective to protect the guarantees from being voided under fraudulent transfer laws.

There may be no public trading markets for the notes, which may limit your ability to sell the notes.

The notes of each series are a new issue of securities for which there is currently no established trading market. A market for such notes may not develop or, if one does develop, it may not be maintained. If a market develops, such notes could trade at prices that may be higher or lower than the initial offering price or the price at which you purchased the notes, depending on many factors, including prevailing interest rates, Parent’s financial performance, the amount of indebtedness we have outstanding, the market for similar securities, the redemption, if any, and repayment features of such notes to be sold and the time remaining to maturity of your notes. We have not applied and do not intend to apply for listing the notes of either series on any securities exchange or any automated quotation system. If active markets for the notes fail to develop or be sustained, the trading prices and liquidity of the notes could be adversely affected.

Risks Related to the Exchange Offer

You may have difficulty selling the old notes you do not exchange.

If you do not exchange your old notes for new notes in the exchange offer, you will continue to be subject to the restrictions on transfer of your old notes as described in the legend on the global notes representing the old notes. There are restrictions on transfer of your old notes because we issued the old notes under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, you may offer or sell the old notes only if they are registered under the Securities Act and applicable state securities laws or offered and sold under an exemption from, or in a transaction not subject to, these requirements. We do not intend to register any old notes not tendered in the exchange offer and, upon consummation of the exchange offer, you will not be entitled to any rights to have your untendered old notes registered under the Securities Act. In addition, the trading market, if any, for the remaining old notes will be adversely affected depending on the extent to which old notes are tendered and accepted in the exchange offer.

Broker-dealers may need to comply with the registration and prospectus delivery requirements of the Securities Act.

Any broker-dealer that (1) exchanges its old notes in the exchange offer for the purpose of participating in a distribution of the new notes or (2) resells new notes that were received by it for its own account in the exchange offer may be deemed to have received restricted securities and will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction by that broker-dealer. Any profit on the resale of the new notes and any commission or concessions received by a broker-dealer may be deemed to be underwriting compensation under the Securities Act.

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You may not receive new notes in the exchange offer if the exchange offer procedure is not followed.

We will issue the new notes in exchange for your old notes only if you tender the old notes and deliver a properly completed and duly executed letter of transmittal and other required documents before expiration of the exchange offer. You should allow sufficient time to ensure timely delivery of the necessary documents. Neither the exchange agent nor we are under any duty to give notification of defects or irregularities with respect to the tenders of old notes for exchange. If you are the beneficial holder of old notes that are registered in the name of your broker, dealer, commercial bank, trust company or other nominee, and you wish to tender in the exchange offer, you should promptly contact the person in whose name your old notes are registered and instruct that person to tender on your behalf.

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FORWARD-LOOKING STATEMENTS

The information in this prospectus includes certain forward-looking statements. All statements, other than statements of historical or present facts, that address activities, events, outcomes, business strategies and other matters that we plan, expect, intend, assume, believe, budget, predict, forecast, project, estimate or anticipate (and other similar expressions) will, should or may occur in the future are forward-looking statements. These forward-looking statements represent management’s current belief, based on currently available information, as to the outcome and timing of future events. They involve known and unknown risks, uncertainties and other factors—many of which we are unable to predict or control—that may cause our actual results, performance or achievements, or industry results, to be materially different from those expressed or implied by forward-looking statements. Such factors include, but are not limited to, the risks described in the “Risk Factors” section of this prospectus, Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended December 28, 2012 and “Forward-Looking Statements” under Item 1 of Part I of our Annual Report on Form 10-K for the fiscal year ended December 28, 2012.

When considering forward-looking statements, a reader should keep in mind the risk factors and other cautionary statements included and incorporated by reference in this prospectus. Should one or more of the risks and uncertainties described in this prospectus or our Annual Report occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. We specifically disclaim any obligation to update any information contained in a forward-looking statement or any forward-looking statement in its entirety and, therefore, disclaim any resulting liability for potentially related damages.

All forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary statement.

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USE OF PROCEEDS

We will not receive proceeds from the issuance of the new notes offered hereby. In consideration for issuing the new notes in exchange for old notes as described in this prospectus, we will receive old notes of like principal amount. The old notes surrendered in exchange for the new notes will be retired and canceled.

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CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES

The following table contains Parent and its subsidiaries’ consolidated ratio of earnings to fixed charges for the periods indicated.

	Year Ended											Three Months Ended
	December 28, 2012		December 30, 2011  (1)			December 31, 2010		January 1, 2010		January 2, 2009		March 29, 2013		March 30, 2012
	(Dollars in Millions)
Consolidated ratio of earnings to fixed charges		3.7		N/A			4.3		3.7		2.6		3.1		4.5
Deficiency		—	$	(506.2	)		—		—		—		—		—

The ratio of earnings to fixed charges was computed by dividing earnings by fixed charges. For this purpose, fixed charges consist of interest expense, the amortization of debt discount and such portion of rental expense that is attributable to interest expense. Interest component of rental expense is estimated to equal one-third of such expense, which is considered a reasonable approximation of the interest factor. Earnings consist of income before income taxes and equity in income of unconsolidated joint ventures plus fixed charges.

⁽¹⁾  Earnings for the year ended December 30, 2011 were inadequate to cover fixed charges. The coverage deficiency was $506.2 million.

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THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

In connection with the sale of the old notes, we and the guarantors entered into a registration rights agreement with the initial purchasers of the old notes, pursuant to which we and the guarantors agreed to file and to use our commercially reasonable efforts to cause to be declared effective by the SEC a registration statement with respect to the exchange of the old notes for the new notes. We are making the exchange offer to fulfill our contractual obligations under that agreement. A copy of the registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus is a part.

Pursuant to the exchange offer, we will issue the new notes in exchange for old notes. The terms of the new notes are identical in all material respects to those of the old notes, except that the new notes (1) have been registered under the Securities Act and therefore will not be subject to certain restrictions on transfer applicable to the old notes and (2) will not have registration rights or provide for any increase in the interest rate related to the obligation to register. See “Description of the New Notes” and “Description of the Old Notes” for more information on the terms of the respective notes and the differences between them.

We are not making the exchange offer to, and will not accept tenders for exchange from, holders of old notes in any jurisdiction in which an exchange offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction. Unless the context requires otherwise, the term “holder” means any person in whose name the old notes are registered on our books or any other person who has obtained a properly completed bond power from the registered holder, or any person whose old notes are held of record by the Depository Trust Company, or DTC, who desires to deliver such old notes by book-entry transfer at DTC.

We make no recommendation to the holders of old notes as to whether to tender or refrain from tendering all or any portion of their old notes pursuant to the exchange offer. In addition, no one has been authorized to make any such recommendation. Holders of old notes must make their own decision whether to tender pursuant to the exchange offer and, if so, the aggregate amount of old notes to tender after reading this prospectus and the letter of transmittal and consulting with their advisers, if any, based on their own financial position and requirements.

Terms of the Exchange

Upon the terms and conditions described in this prospectus and in the accompanying letter of transmittal, which together constitute the exchange offer, we will accept for exchange old notes that are properly tendered at or before the expiration time and not withdrawn as permitted below. As of the date of this prospectus, $400,000,000 aggregate principal amount of 3.850% Senior Notes due 2017 and $600,000,000 aggregate principal amount of 5.000% Senior Notes due 2022 are outstanding. This prospectus, together with the letter of transmittal, is first being sent on or about the date on the cover page of the prospectus to all holders of old notes known to us. Old notes tendered in the exchange offer must be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Our acceptance of the tender of old notes by a tendering holder will form a binding agreement between the tendering holder and us upon the terms and subject to the conditions provided in this prospectus and in the accompanying letter of transmittal.

Expiration, Extension and Amendment

The expiration time of the exchange offer is 5:00 P.M., Eastern time, on             , 2013 (which date shall be 21 business days after commencement). However, we may, in our sole discretion, extend the period of time for which the exchange offer is open and set a later expiration date. The term “expiration time” as used herein means the latest time and date to which we extend the exchange offer. If we decide to extend the exchange offer period, we will then delay acceptance of any old notes by giving oral or written notice of an extension to the holders of old notes as described below. During any extension period, all old notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us. Any old notes not accepted for exchange will be returned to the tendering holder after the expiration or termination of the exchange offer.

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Our obligation to accept old notes for exchange in the exchange offer is subject to the conditions described below under “—Conditions to the Exchange Offer.” We may decide to waive any of the conditions in our discretion. Furthermore, we reserve the right to amend or terminate the exchange offer, and not to accept for exchange any old notes not previously accepted for exchange, upon the occurrence of any of the conditions of the exchange offer specified below under the same heading. We will give oral or written notice of any extension, amendment, non-acceptance or termination to the holders of the old notes as promptly as practicable. If we materially change the terms of the exchange offer, we will resolicit tenders of the old notes, file a post-effective amendment to the prospectus and provide notice to you. If the change is made less than five business days before the expiration of the exchange offer, we will extend the offer so that the holders have at least five business days to tender or withdraw. We will notify you of any extension by means of a press release or other public announcement no later than 9:00 A.M., Eastern time, on the first business day after the previously scheduled expiration time.

Procedures for Tendering

Valid Tender

Except as described below, a tendering holder must, prior to the expiration time, transmit to U.S. Bank National Association, the exchange agent, at the address listed under the heading “—Exchange Agent”:

• a properly completed and duly executed letter of transmittal, including all other documents required by the letter of transmittal; or

• if old notes are tendered in accordance with the book-entry procedures listed below, an agent’s message.

In addition, a tendering holder must:

• deliver certificates, if any, for the old notes to the exchange agent at or before the expiration time; or

• deliver a timely confirmation of book-entry transfer of the old notes into the exchange agent’s account at DTC, the book-entry transfer facility, along with the letter of transmittal or an agent’s message; or

• comply with the guaranteed delivery procedures described below.

The term “agent’s message” means a message, transmitted by DTC to and received by the exchange agent and forming a part of a book-entry confirmation, that states that DTC has received an express acknowledgment that the tendering holder agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against this holder.

If the letter of transmittal is signed by a person other than the registered holder of old notes, the letter of transmittal must be accompanied by a written instrument of transfer or exchange in satisfactory form duly executed by the registered holder with the signature guaranteed by an eligible institution. The old notes must be endorsed or accompanied by appropriate powers of attorney. In either case, the old notes must be signed exactly as the name of any registered holder appears on the old notes.

If the letter of transmittal or any old notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, these persons should so indicate when signing. Unless waived by us, proper evidence satisfactory to us of their authority to so act must be submitted.

By tendering, each holder will represent to us that, among other things, the new notes are being acquired in the ordinary course of business of the person receiving the new notes, whether or not that person is the holder, and neither the holder nor the other person has any arrangement or understanding with any person to participate in the distribution of the new notes. In the case of a holder that is not a broker-dealer, that holder, by tendering, will also represent to us that the holder is not engaged in and does not intend to engage in a distribution of the new notes.

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The method of delivery of old notes, letters of transmittal and all other required documents is at your election and risk. If the delivery is by mail, we recommend that you use registered mail, properly insured, with return receipt requested. In all cases, you should allow sufficient time to assure timely delivery. You should not send letters of transmittal or old notes to us.

If you are a beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and wish to tender, you should promptly instruct the registered holder to tender on your behalf. Any registered holder that is a participant in DTC’s book-entry transfer facility system may make book-entry delivery of the old notes by causing DTC to transfer the old notes into the exchange agent’s account, including by means of DTC’s Automated Tender Offer Program.

Signature Guarantees

Signatures on a letter of transmittal or a notice of withdrawal must be guaranteed, unless the old notes surrendered for exchange are tendered:

• by a registered holder of the old notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal, or

• for the account of an “eligible institution.”

If signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, the guarantees must be by an “eligible institution.” An “eligible institution” is an “eligible guarantor institution” meeting the requirements of the registrar for the notes, which requirements include membership or participation in the Security Transfer Agent Medallion Program, or STAMP, or such other “signature guarantee program” as may be determined by the registrar for the notes in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act.

Book-Entry Transfer

The exchange agent will make a request to establish an account for the old notes at DTC for purposes of the exchange offer within two business days after the date of this prospectus. Any financial institution that is a participant in DTC’s systems must make book-entry delivery of old notes by causing DTC to transfer those old notes into the exchange agent’s account at DTC in accordance with DTC’s procedure for transfer. The participant should transmit its acceptance to DTC at or prior to the expiration time or comply with the guaranteed delivery procedures described below. DTC will verify this acceptance, execute a book-entry transfer of the tendered old notes into the exchange agent’s account at DTC and then send to the exchange agent confirmation of this book-entry transfer. The confirmation of this book-entry transfer will include an agent’s message confirming that DTC has received an express acknowledgment from this participant that this participant has received and agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against this participant.

Delivery of new notes issued in the exchange offer may be effected through book-entry transfer at DTC. However, the letter of transmittal or facsimile of it or an agent’s message, with any required signature guarantees and any other required documents, must:

• be transmitted to and received by the exchange agent at the address listed under “—Exchange Agent” at or prior to the expiration time; or

• comply with the guaranteed delivery procedures described below.

Delivery of documents to DTC in accordance with DTC’s procedures does not constitute delivery to the exchange agent.

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Guaranteed Delivery

If a registered holder of old notes desires to tender the old notes, and the old notes are not immediately available, or time will not permit the holder’s old notes or other required documents to reach the exchange agent before the expiration time, or the procedure for book-entry transfer described above cannot be completed on a timely basis, a tender may nonetheless be made if:

• the tender is made through an eligible institution;

• prior to the expiration time, the exchange agent received from an eligible institution a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided by us, by facsimile transmission, mail or hand delivery:

1. stating the name and address of the holder of old notes and the amount of old notes tendered,

2. stating that the tender is being made, and

3. guaranteeing that within three New York Stock Exchange trading days after the expiration time, the certificates for all physically tendered old notes, in proper form for transfer, or a book-entry confirmation, as the case may be, and a properly completed and duly executed letter of transmittal, or an agent’s message, and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and

• the certificates for all physically tendered old notes, in proper form for transfer, or a book-entry confirmation, as the case may be, and a properly completed and duly executed letter of transmittal, or an agent’s message, and all other documents required by the letter of transmittal, are received by the exchange agent within three New York Stock Exchange trading days after the expiration time.

Determination of Validity

We will determine in our reasonable discretion all questions as to the validity, form and eligibility of old notes tendered for exchange. This discretion extends to the determination of all questions concerning the timing of receipts and acceptance of tenders. We reserve the right to reject any particular old note not properly tendered or of which our acceptance might, in our judgment or our counsel’s judgment, be unlawful. We also reserve the right to waive any defects or irregularities or conditions of the exchange offer as to any particular old note either before or after the expiration time, including the right to waive the ineligibility of any tendering holder. Our interpretation of the terms and conditions of the exchange offer as to any particular old note either before or after the expiration time, including the letter of transmittal and the instructions to the letter of transmittal, shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes must be cured within the time we determine.

Neither we nor the exchange agent (or any other person) will be under any duty to give notification of any defect or irregularity in any tender of old notes. Moreover, neither we nor the exchange agent (or any other person) will incur any liability for failing to give notification of any defect or irregularity.

Other Rights

While we have no present plan to acquire any old notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any old notes that are not tendered in the exchange offer, we reserve the right in our sole discretion to purchase or make offers for any old notes that remain outstanding after the expiration date. We also reserve the right to terminate the exchange offer, as described below under “—Conditions of the Exchange Offer,” and, to the extent permitted by applicable law, purchase old notes in the open market, in privately negotiated transactions or otherwise. The terms of any of those purchases or offers could differ from the terms of the exchange offer.

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Acceptance of Old Notes for Exchange; Issuance of New Notes

Upon the terms and subject to the conditions of the exchange offer, we will accept, promptly after the expiration time, all old notes properly tendered. We will issue the new notes or return old notes not properly tendered promptly after the expiration or termination of the exchange offer. For purposes of the exchange offer, we will be deemed to have accepted properly tendered old notes for exchange when, as and if we have given oral or written notice to the exchange agent, with prompt written confirmation of any oral notice.

In all cases, issuance of new notes for old notes will be made only after timely receipt by the exchange agent of:

• certificates for the old notes, or a timely book-entry confirmation of the old notes, into the exchange agent’s account at the book-entry transfer facility;

• a properly completed and duly executed letter of transmittal or an agent’s message; and

• all other required documents.

Unaccepted or non-exchanged old notes will be returned without expense to the tendering holder of the old notes. In the case of old notes tendered by book-entry transfer in accordance with the book-entry procedures described above, the non-exchanged old notes will be credited to an account maintained with DTC as promptly as practicable after the expiration or termination of the exchange offer. For each old note accepted for exchange, the holder of the old note will receive a new note having a principal amount equal to that of the surrendered old note.

Interest Payments on the New Notes

The new notes will bear interest from the most recent date through which interest has been paid on the old notes for which they were exchanged or, if no interest has been paid on the old notes, from the date of the initial issuance of the old notes. Accordingly, registered holders of new notes on the relevant record date for the first interest payment date following the completion of the exchange offer will receive interest accruing from the most recent date through which interest has been paid or, if no interest has been paid on the old notes, from the date of initial issuance of the old notes. Old notes accepted for exchange will cease to accrue interest from and after the date of completion of the exchange offer. Holders of old notes whose old notes are accepted for exchange will not receive any payment for accrued interest on the old notes otherwise payable on any interest payment date, the record date for which occurs on or after completion of the exchange offer and will be deemed to have waived their rights to receive the accrued interest on the old notes.

Withdrawal Rights

Tenders of old notes may be withdrawn at any time before the expiration time.

For a withdrawal to be effective, the exchange agent must receive a written notice of withdrawal at the address or, in the case of eligible institutions, at the facsimile number, indicated under “—Exchange Agent” before the expiration time. Any notice of withdrawal must:

• specify the name of the person, referred to as the depositor, having tendered the old notes to be withdrawn;

• identify the old notes to be withdrawn, including the certificate number or numbers and principal amount of the old notes;

• contain a statement that the holder is withdrawing its election to have the old notes exchanged;

• be signed by the holder in the same manner as the original signature on the letter of transmittal by which the old notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer to have the trustee with respect to the old notes register the transfer of the old notes in the name of the person withdrawing the tender; and

• specify the name in which the old notes are registered, if different from that of the depositor.

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If certificates for old notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of these certificates, the withdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn and signed notice of withdrawal with signatures guaranteed by an eligible institution, unless this holder is an eligible institution. If old notes have been tendered in accordance with the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn old notes.

Any old notes properly withdrawn will be deemed not to have been validly tendered for exchange. New notes will not be issued in exchange unless the old notes so withdrawn are validly re-tendered. Properly withdrawn old notes may be re-tendered by following the procedures described under “—Procedures for Tendering” above at any time at or before the expiration time.

We will determine all questions as to the validity, form and eligibility, including time of receipt and of notices of withdrawal.

Conditions to the Exchange Offer

Notwithstanding any other provisions of the exchange offer, or any extension of the exchange offer, we will not be required to accept for exchange, or to exchange, any old notes for any new notes, and, as described below, may terminate the exchange offer, whether or not any old notes have been accepted for exchange, or may waive any conditions to or amend the exchange offer, if any of the following conditions has occurred or exists:

• there shall occur a change in the current interpretation by the staff of the SEC that permits the new notes issued pursuant to the exchange offer in exchange for old notes to be offered for resale, resold and otherwise transferred by the holders (other than broker-dealers and any holder that is an affiliate) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such new notes are acquired in the ordinary course of such holders’ business and such holders have no arrangement or understanding with any person to participate in the distribution of the new notes;

• any action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency or body with respect to the exchange offer that, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer;

• any law, statute, rule or regulation shall have been adopted or enacted that, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer;

• a banking moratorium shall have been declared by United States federal or New York State authorities that, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer;

• trading on the New York Stock Exchange or generally in the United States over-the-counter market shall have been suspended by order of the SEC or any other governmental authority that, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer;

• an attack on the United States, an outbreak or escalation of hostilities or acts of terrorism involving the United States, or any declaration by the United States of a national emergency or war shall have occurred;

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• a stop order shall have been issued by the SEC or any state securities authority suspending the effectiveness of the registration statement of which this prospectus is a part or proceedings shall have been initiated or, to our knowledge, threatened for that purpose or any governmental approval has not been obtained, which approval we shall, in our sole discretion, deem necessary for the consummation of the exchange offer; or

• any change, or any development involving a prospective change, in our business or financial affairs or any of our subsidiaries has occurred that is or may be adverse to us or we shall have become aware of facts that have or may have an adverse impact on the value of the old notes or the new notes, which in our sole judgment in any case makes it inadvisable to proceed with the exchange offer and/or with the acceptance for exchange or with the exchange.

The conditions listed above are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any of these conditions. If we determine in our reasonable discretion that any of the foregoing events or conditions has occurred or existed, we may, subject to applicable law, terminate the exchange offer, whether or not any old notes have been accepted for exchange, or may waive any such condition or otherwise amend the terms of the exchange offer in any respect. See “—Expiration, Extension and Amendment” above.

Resales of New Notes

Based on interpretations by the staff of the SEC, as described in no-action letters issued to third parties, we believe that new notes issued in the exchange offer in exchange for old notes may be offered for resale, resold or otherwise transferred by holders of the old notes without compliance with the registration and prospectus delivery provisions of the Securities Act, if:

• the new notes are acquired in the ordinary course of the holders’ business;

• the holders have no arrangement or understanding with any person to participate in the distribution of the new notes; and

• the holders are not “affiliates” of ours within the meaning of Rule 405 under the Securities Act.

However, the SEC has not considered the exchange offer described in this prospectus in the context of a no-action letter. We cannot assure you that the staff of the SEC would make a similar determination with respect to the exchange offer as in the other circumstances. Each holder who wishes to exchange old notes for new notes will be required to represent that it meets the above three requirements.

Any holder who is an affiliate of ours or who intends to participate in the exchange offer for the purpose of distributing new notes or any broker-dealer who purchased old notes directly from us to resell pursuant to Rule 144A or any other available exemption under the Securities Act:

• may not rely on the applicable interpretations of the staff of the SEC mentioned above;

• will not be permitted or entitled to tender the old notes in the exchange offer; and

• must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

Each broker-dealer that receives new notes for its own account in exchange for old notes must acknowledge that the old notes were acquired by it as a result of market-making activities or other trading activities and agree that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of the new notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. See “Plan of Distribution.”

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In addition, to comply with state securities laws, the new notes may not be offered or sold in any state unless they have been registered or qualified for sale in such state or an exemption from registration or qualification, with which there has been compliance, is available. The offer and sale of the new notes to “qualified institutional buyers,” as defined under Rule 144A of the Securities Act, is generally exempt from registration or qualification under the state securities laws. We currently do not intend to register or qualify the sale of new notes in any state where an exemption from registration or qualification is required and not available.

Exchange Agent

U.S. Bank National Association has been appointed as the exchange agent for the exchange offer. All executed letters of transmittal and any other required documents should be directed to the exchange agent at the address or facsimile number set forth below. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery should be directed to the exchange agent addressed as follows:

U.S. BANK NATIONAL ASSOCIATION

AS EXCHANGE AGENT

By Facsimile for Eligible Institutions: (213) 615-6197 Attention: Ms. Paula Oswald   Confirm by Telephone: (213) 615-6043 By Mail/Overnight Courier/Hand: U.S. Bank National Association c/o U.S. Bank National Association 633 West Fifth Street, 24th Floor Los Angeles, CA 90071 Attention: Ms. Paula Oswald

Delivery of the letter of transmittal to an address other than as set forth above or transmission of such letter of transmittal via facsimile other than as set forth above does not constitute a valid delivery of the letter of transmittal.

Fees and Expenses

We have agreed to pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection with the exchange offer. We will also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this prospectus and related documents to the beneficial owners of old notes, and in handling or tendering for their customers. We will not make any payment to brokers, dealers or others soliciting acceptances of the exchange offer.

Holders who tender their old notes for exchange will not be obligated to pay any transfer taxes on the exchange. If, however, new notes are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the old notes tendered, or if a transfer tax is imposed for any reason other than the exchange of old notes in connection with the exchange offer, then the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

Accounting Treatment

We will record the new notes at the same carrying value as the old notes, as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes.

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DESCRIPTION OF THE NEW NOTES

General

You can find the definition of certain terms used in this description under the subheading “—Definitions.” We issued the old notes and will issue the new notes pursuant to an indenture among the Issuers, each domestic subsidiary of Parent that is a guarantor named therein, and U.S. Bank National Association, as trustee (the “base indenture”), and certain terms of the new notes will be established pursuant to supplemental indentures to the base indenture (the base indenture, as supplemented by such supplemental indentures, the “indenture”). Except as described below, the terms of the new notes will include those terms stated in the indenture and those terms made part of the indenture by reference to the Trust Indenture Act of 1939, as amended (which we refer to as the “TIA”). The new notes are subject to all such terms, and you should refer to the indenture and the TIA for a statement thereof. The following summary of the material provisions of the indenture is not complete and is qualified in its entirety by reference to the indenture, including the definitions therein of terms used below. Upon request, you may obtain a copy of the indenture from us. The new notes will be guaranteed, fully and unconditionally on a joint and several basis, from time to time, by each of Parent’s current and future 100% wholly owned domestic subsidiaries that are guarantors under Parent’s credit facility or that are domestic obligors or domestic guarantors, individually or collectively, under any other future Indebtedness of Parent or its wholly owned domestic subsidiaries in excess of $100.0 million. The guarantee of a subsidiary will, so long as no event of default shall have occurred and be continuing with respect to the new notes, be automatically and unconditionally released and discharged without any action on the part of the trustee or the holders of the new notes in the situations set forth in “—Guarantees.” As used in this “Description of the New Notes,” all references to “we,” “us,” “our,” and the “Issuers” refer to Parent and its subsidiaries on a consolidated basis, including URS Fox US LP and the subsidiaries of Parent that are the guarantors of the notes, collectively. Unless the context requires otherwise, all references to “Parent” in this section refer solely to URS Corporation and not to its subsidiaries.

The indenture will not limit the amount of debt securities that we may issue under the indenture and will provide that debt securities may be issued from time to time in one or more series. We may from time to time, without giving notice to or seeking the consent of the holders of the notes of the applicable series, issue debt securities having the same interest rate, maturity and other terms (except for the issue date, the public offering price and, in some cases, the first interest payment date) as, and ranking equally and ratably with, such notes. Any additional debt securities having such similar terms, together with such notes, will constitute a single series of securities under the indenture, including for purposes of voting and redemptions. No such additional debt securities may be issued if an Event of Default has occurred and is continuing with respect to the new notes.

The new notes of each series will be issued only in fully registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 above that amount. The new notes of each series will be represented by one or more global securities registered in the name of a nominee of DTC. Except as described under “— Book-Entry Delivery and Form,” the new notes will not be issuable in certificated form.

Principal, Maturity and Interest

The 2017 notes will mature on April 1, 2017 and the 2022 notes will mature on April 1, 2022. No sinking funds will be provided with respect to the new notes.

Interest on the 2017 notes will accrue at a rate of 3.850% per annum, and interest on the 2022 notes will accrue at a rate of 5.000% per annum. We will pay interest on the new notes semiannually in arrears on April 1 and October 1 of each year, commencing on April 1, 2013, until the principal is paid or made available for payment. Interest on the new notes will accrue from the most recent date through which interest has been paid on the new notes or the old notes for which the new notes were exchanged or, if no interest has been paid, from the date of original issuance of the old notes. Interest will be paid to the persons in whose names the new notes are registered at the close of business on March 15 or September 15 (whether or not a business day), as the case may be, immediately preceding the relevant interest payment date. Interest will be computed on the basis of a 360-day year composed of twelve 30-day months.

If any interest payment date or date of maturity of principal of the notes falls on a day that is not a business day, the payment of interest or principal may be made on the next succeeding business day with the same force and effect as if made on the nominal date of maturity, and no interest will accrue for the period after such nominal date.

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Guarantees

The indenture will provide that our payment obligations under the new notes will be fully and unconditionally and on a joint and several basis guaranteed by all of Parent’s current and future 100% wholly owned domestic subsidiaries that are guarantors under Parent’s credit facility or that are domestic obligors or domestic guarantors, individually or collectively, under any other future Indebtedness of Parent or its wholly owned domestic subsidiaries in excess of $100.0 million. The obligations of each guarantor under its guarantee will be limited as necessary to prevent that guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable federal, state or foreign law.

The guarantee of a subsidiary guarantor will, so long as no Event of Default shall have occurred and be continuing, be automatically and unconditionally released and discharged without any action on the part of the trustee or the holders of the new notes:

(a) with respect to a subsidiary guarantor which, individually or together with Parent’s other domestic subsidiaries, no longer has any Indebtedness in excess of $100.0 million outstanding and no longer guarantees, individually or together with Parent’s other domestic subsidiaries, any Indebtedness in excess of $100.0 million incurred by Parent or any of Parent’s other wholly owned domestic subsidiaries;

(b) unless the subsidiary guarantor is the surviving entity, (i) upon any sale, lease or exchange of all or substantially all of the subsidiary guarantor’s assets to any person or entity not an affiliate of Parent or (ii) upon any sale, exchange or transfer, to any person or entity not an affiliate of Parent, of all of Parent’s direct and indirect interest in such subsidiary guarantor;

(c) upon the full and final payment and performance of all obligations under the indenture and the new notes;

(d) upon liquidation and dissolution of a subsidiary guarantor in a transaction that is not prohibited by the indenture; or

(e) upon legal defeasance, covenant defeasance or satisfaction and discharge of the indenture as provided under the caption “—Satisfaction and Discharge of Obligations; Defeasance” below.

In addition, the guarantee of any domestic subsidiary that is a guarantor will be automatically and unconditionally released and discharged, without any further action required by such guarantor, the trustee, or the holders of the new notes, if at any time such domestic subsidiary of Parent that is a guarantor is no longer a domestic subsidiary of Parent.

Notwithstanding any release of a subsidiary guarantor’s guarantee pursuant to clause (a) above, any of Parent’s current or future domestic subsidiaries that become guarantors under Parent’s credit facility or that become domestic obligors or domestic guarantors, individually or collectively, under any other future Indebtedness of Parent or its subsidiaries in excess of $100.0 million will become guarantors of the new notes.

Parent’s existing credit facility currently requires that a sufficient number of Parent’s domestic subsidiaries be guarantors under such facility from time to time to ensure that such guarantors, in the aggregate with Parent, own 80% or more of the consolidated domestic assets and the consolidated domestic revenues of Parent and its available domestic subsidiaries, without giving effect to the revenues and assets of, or investments in, subsidiaries or joint ventures of such available domestic subsidiaries. Such requirement and calculations do not apply to Parent’s foreign subsidiaries or securitization special purpose subsidiaries, if any.

Ranking

The new notes and guarantees will be our and the guarantors’ respective senior unsecured obligations. Payment of the principal and interest on the new notes will rank equally in right of payment with all of our and the guarantors’ respective existing and future unsecured and unsubordinated indebtedness, including Parent’s credit

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facility, and, to the extent we or the guarantors incur subordinated indebtedness in the future, rank senior in right of payment to such subordinated indebtedness. The new notes and guarantees will be effectively subordinated to any of our and the guarantors’ respective existing and future secured indebtedness, to the extent of the value of any assets securing such indebtedness. As of December 28, 2012, we and the guarantors had approximately $32.4 million of secured indebtedness outstanding.

In addition, the new notes and guarantees will be structurally subordinated to all of the existing and future indebtedness and other liabilities of Parent’s subsidiaries that do not guarantee the new notes. Parent’s non-guarantor subsidiaries will have no obligation, contingent or otherwise, to pay amounts due under the new notes or to make funds available to pay those amounts, whether by dividend, distribution, loan or other payment. Parent’s non-guarantor subsidiaries include its foreign subsidiaries and some of its domestic subsidiaries. Holders of the new notes will have a position junior to the claims of creditors, including trade creditors and tort claimants, of Parent’s non-guarantor subsidiaries. As of December 28, 2012, Parent’s non-guarantor subsidiaries had approximately $366.7 million of indebtedness outstanding.

Optional Redemption

We may, at our option, at any time and from time to time, redeem the new notes in whole or in part at a redemption price equal to the greater of (a) 100% of the principal amount of the new notes to be redeemed and (b) the sum of the present values of the Remaining Scheduled Payments on the new notes to be redeemed, plus any accrued and unpaid interest thereon to, but excluding, the date of redemption and discounted to the applicable redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points.

At any time on or after the date that is three months prior to the maturity date of the 2022 notes, we may redeem the 2022 notes, in whole or in part from time to time, at our option, at a redemption price equal to 100% of the principal amount of the 2022 notes to be redeemed.

If less than all of the new notes is to be redeemed at any time, selection of the new notes for redemption will be made by the trustee in compliance with the requirements of the principal national securities exchange, if any, on which the new notes to be redeemed are then listed, or, if the new notes are not so listed, on a pro rata basis, by lot or by such method as the trustee deems fair and appropriate and according to applicable depository procedures; provided that new notes with a principal amount of $2,000 or less will not be redeemed in part.

Notice of an optional redemption will be mailed at least 30 but not more than 60 days before the redemption date to each holder of new notes to be redeemed at its registered address. If any note is to be redeemed in part only, the notice of redemption that relates to such note shall state the portion of the principal amount thereof to be redeemed. A replacement note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the holder thereof upon cancellation of the original note. Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the new notes or portions thereof called for redemption.

In addition, we may at any time acquire the new notes by means other than a redemption, whether pursuant to an issuer tender offer, open market purchase, negotiated transactions or otherwise, so long as the acquisition does not otherwise violate the terms of the indenture.

We are not required to make any mandatory redemption or sinking fund payments with respect to the new notes.

“Comparable Treasury Issue” means, with respect to the new notes, the United States Treasury security or securities selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the new notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of such new notes.

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“Comparable Treasury Price” means, with respect to any redemption date, (a) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (b) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Issuers.

“Reference Treasury Dealer” means (i) each of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and Citigroup Global Markets Inc. and one other nationally recognized investment banking firm that is a Primary Treasury Dealer (as defined herein) specified from time to time by us (or each of their respective affiliates which are Primary Treasury Dealers) and each of their successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer in the United States (a “Primary Treasury Dealer”), we will substitute therefor another nationally recognized investment banking firm that is a Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer(s) selected by us.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date.

“Remaining Scheduled Payments” means, with respect to each note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the released redemption date for such redemption; provided, however, that, if such redemption date is not an interest payment date with respect to such note, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such redemption date.

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity or interpolated maturity (on a day count basis) of the Comparable Treasury Issue, calculated on the third business day preceding the redemption date, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.

Repurchase Upon a Change of Control Triggering Event

Upon the occurrence of a Change of Control Triggering Event, each holder of new notes will have the right to require us to purchase all or a portion of such holder’s new notes pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (the “Change of Control Payment”), subject to the rights of holders of new notes on the relevant record date to receive interest due on the relevant interest payment date.

Unless we have exercised our right to redeem all outstanding new notes, within 30 days following the date upon which the Change of Control Triggering Event occurred, or at our option, prior to any Change of Control but after the public announcement of the pending Change of Control, we will be required to send, by first class mail, a notice to each holder of new notes, with a copy to the trustee, which notice will govern the terms of the Change of Control Offer. Such notice will state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date. Holders of new notes electing to have new notes purchased pursuant to a Change of Control Offer will be required to surrender their new notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the note completed, to the paying agent at the address specified in the notice, or transfer their new notes to the paying agent by book-entry transfer pursuant to the applicable procedures of the paying agent, prior to the close of business on the third business day prior to the Change of Control Payment Date.

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On the Change of Control Payment Date, we will, to the extent lawful:

(a) accept, or cause a third party to accept, all new notes or portions of new notes properly tendered pursuant to the Change of Control Offer;

(b) deposit, or cause a third party to deposit, with the paying agent an amount equal to the Change of Control Payment in respect of all new notes or portions of new notes properly tendered; and

(c) deliver, or cause to be delivered, to the trustee the new notes properly accepted together with an officer’s certificate stating the aggregate principal amount of new notes or portions of new notes being repurchased and that all conditions precedent to the Change of Control Offer and to the repurchase by us of new notes pursuant to the Change of Control Offer have been complied with.

The paying agent will promptly deliver to each holder of new notes properly tendered the Change of Control Payment for such new notes, and the Issuers and the trustee will promptly execute, authenticate and deliver (or cause to be transferred by book-entry) to each holder a new note equal in principal amount to any unpurchased portion of the new notes surrendered, if any; provided that each new note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.

Except as described above with respect to a Change of Control Triggering Event, the indenture does not contain provisions that permit you to require that we repurchase or redeem the new notes in the event of a takeover, recapitalization or similar transaction.

We will not be required to make a Change of Control Offer with respect to the new notes upon a Change of Control Triggering Event if a third party makes such offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by us and such third party purchases all the new notes properly tendered and not withdrawn under its offer.

We will comply in all material respects with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the new notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the new notes, we will comply with those securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control Offer provisions of the new notes by virtue of any such conflict.

“Change of Control” means the occurrence of any of the following after the date of issuance of the new notes:

(a) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of Parent and its subsidiaries, taken as a whole, to any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act) other than to Parent or one of its subsidiaries;

(b) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act, it being agreed that an employee of Parent or any of its subsidiaries for whom shares are held under an employee stock ownership, employee retirement, employee savings or similar plan and whose shares are voted in accordance with the instructions of such employee shall not be a member of a “group” (as that term is used in Section 13(d)(3) of the Exchange Act) solely because such employee’s shares are held by a trustee under said plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of Parent’s Voting Stock representing more than 50% of the voting power of Parent’s outstanding Voting Stock;

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(c) Parent consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, Parent, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of Parent or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the Voting Stock of Parent outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving Person immediately after giving effect to such transaction;

(d) the first day on which the majority of the members of Parent’s board of directors cease to be Continuing Directors; or

(e) the adoption of a plan relating to the liquidation or dissolution of Parent.

Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control solely because Parent becomes a direct or indirect wholly-owned subsidiary of a holding company if the direct and indirect holders of the Voting Stock of such holding company immediately following the transaction are substantially the same as the holders of Parent’s Voting Stock immediately prior to that transaction.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of Parent and its subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise, established definition of the phrase under applicable law. Accordingly, the applicability of the requirement that we offer to repurchase the new notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of Parent and its subsidiaries taken as a whole to another Person or group may be uncertain.

“Change of Control Triggering Event” means the new notes cease to be rated Investment Grade by at least two of the three Rating Agencies on any date during the period (the “Trigger Period”) commencing on the earlier of (a) the occurrence of a Change of Control and (b) the first public announcement by us of any Change of Control (or pending Change of Control), and ending 60 days following consummation of such Change of Control (which Trigger Period will be extended following consummation of a Change of Control for so long as any of the Rating Agencies has publicly announced that it is considering a possible ratings change). Unless at least two of the three Rating Agencies are providing a rating of the new notes at the commencement of any Trigger Period, the new notes will be deemed to have ceased to be rated Investment Grade by at least two of the three Rating Agencies during that Trigger Period. Notwithstanding the foregoing, no Change of Control Triggering Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated.

“Continuing Director” means, as of any date of determination, any member of Parent’s board of directors who (a) was a member of such board of directors on the date of the issuance of the new notes; or (b) was nominated for election or elected or appointed to Parent’s board of directors with the approval of a majority of the Continuing Directors who were members of Parent’s board of directors at the time of such nomination, election or appointment (either by a specific vote or by approval of Parent’s proxy statement in which such member was named as a nominee for election as a director, without objection to such nomination).

“Fitch” means Fitch Ratings, Inc. and its successors.

“Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating category of Moody’s), a rating of BBB- or better by S&P (or its equivalent under any successor rating category of S&P), a rating of BBB- or better by Fitch (or its equivalent under any successor rating category of Fitch) and, if applicable, the equivalent investment grade credit rating from any replacement rating agency or rating agencies selected by us under the circumstances permitting us to select a replacement agency and in the manner for selecting a replacement agency, in each case as set forth in the definition of “Rating Agency.”

“Moody’s” means Moody’s Investors Services, Inc., a subsidiary of Moody’s Corporation, and its successors.

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“Person” means any individual, corporation, partnership, limited liability company, business trust, association, joint-stock company, joint venture, trust, incorporated or unincorporated organization or government or any agency or political subdivision thereof or any other entity.

“Rating Agency” means each of Moody’s, S&P and Fitch; provided that, if any of Moody’s, S&P or Fitch ceases to provide rating services to issuers or investors, we may appoint another “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act as a replacement for such Rating Agency.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.

“Voting Stock” of any specified Person as of any date means the capital stock of such Person that is at the time entitled to vote generally in the election of the board of directors of such Person.

Certain Covenants

Merger, Consolidation and Sale of Assets

The indenture provides that neither of the Issuers will consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of such entity’s property and assets (in one transaction or a series of related transactions) to, any Person, or permit any Person to merge with or into such entity, unless:

(a) such Issuer, as the case may be, shall be the continuing Person, or the Person (if other than Parent or such Issuer, as the case may be) formed by such consolidation or into which such Issuer, as the case may be, is merged or that acquired or leased such property and assets (the “Surviving Person”), shall be a corporation or an entity treated as a corporation for United States federal income tax purposes, or a partnership, limited liability company or trust, in each case that is not treated as a disregarded entity for United States federal income tax purposes, organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia, or a disregarded entity owned by such an entity, and shall expressly assume, by a supplemental indenture, executed and delivered to the trustee, all of our obligations under the indenture and the new notes;

(b) immediately after giving effect to such transaction, no default (as defined in the indenture) or Event of Default shall have occurred and be continuing; and

(c) we deliver to the trustee an officer’s certificate and opinion of counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture comply with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with.

The Surviving Person will succeed to and be substituted for such Issuer, as the case may be, under the indenture and the new notes.

Although any such consolidation, merger, sale, conveyance, transfer lease or other disposition is permitted under the indenture, certain of such transactions could also constitute a Change of Control, permitting each holder to require us to purchase the new notes of such holder as described under “—Repurchase Upon a Change of Control Triggering Event” above.

Limitations on Liens

Parent will not (nor will Parent permit any Material Subsidiary to) create or incur any Lien on any Principal Property, whether now owned or hereafter acquired, or upon any income or profits therefrom, in order to secure any of Parent’s Indebtedness or that of any Material Subsidiary, without effectively providing that the new notes

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(together with, if Parent shall so determine, any other Indebtedness ranking equally with the new notes or the guarantees) shall be equally and ratably secured until such time as such Indebtedness is no longer secured by such Lien, except:

(a) Liens existing as of the issue date of the new notes;

(b) Liens granted after the issue date, created in favor of the holders of the new notes;

(c) Liens in Parent’s favor or in favor of any of Parent’s subsidiaries;

(d) Liens on Principal Property existing at the time Parent or a Material Subsidiary acquired or leased the Principal Property, including Principal Property acquired by Parent or a Material Subsidiary through a merger or similar transaction;

(e) Liens on any Principal Property acquired, constructed or improved by Parent or any Material Subsidiary after the date of the indenture, which Liens are created or assumed contemporaneously with, or within 180 days of, such acquisition, construction, improvement or commencement of commercial operation of such Principal Property and which are created to secure, or provide for the payment of, all or any part of the cost of such acquisition, construction or improvement;

(f) Liens on property of any Person existing at the time such Person becomes a Material Subsidiary, provided that such Liens are not incurred in anticipation of such Person becoming a Material Subsidiary and do not extend to any property other than those of such Person;

(g) Liens securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases or statutory obligations, (ii) surety bonds (excluding appeal bonds and other bonds posted in connection with court proceedings or judgments) and (iii) other non-delinquent obligations of a like nature (including those to secure health, safety and environmental obligations) in each case incurred in the ordinary course of business;

(h) Liens consisting of judgment or judicial attachment liens and Liens securing contingent obligations on appeal bonds and other bonds posted in connection with court proceedings or judgments; provided that (i) in the case of judgment and judicial attachment liens, the enforcement of such Liens is effectively stayed, and (ii) the aggregate amount secured by all such Liens does not at any time exceed the greater of (x) $100.0 million and (y) 4% of Parent’s Consolidated Net Tangible Assets; or

(i) any Lien renewing, extending or replacing any Lien referred to above, to the extent that (i) the principal amount of the Indebtedness secured by such Lien is not increased and (ii) no assets encumbered by any such Lien other than the assets permitted to be encumbered immediately prior to such renewal, extension, refinance or refund are encumbered thereby.

Notwithstanding the foregoing, Parent and its subsidiaries may, without securing the new notes, create or incur Liens which would otherwise be subject to the restrictions set forth in the preceding paragraph, if after giving effect thereto, the aggregate amount of all Indebtedness secured by such Liens (not including Liens permitted by clauses (a) through (i) above), plus the aggregate amount of Attributable Debt permitted by the covenant described under the caption “—Restrictions on Sale and Leaseback Transactions” below, does not exceed 15% of Parent’s Consolidated Net Tangible Assets.

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Restrictions on Sale and Leaseback Transactions

Parent will not, and will not permit any Material Subsidiary to, enter into any Sale and Leaseback Transaction with respect to a Principal Property, whether now owned or hereafter acquired, of Parent or any Material Subsidiary, unless:

(a) after giving effect thereto, the aggregate amount of all Attributable Debt of Parent and its Material Subsidiaries with respect to Sale and Leaseback Transactions involving Principal Properties plus the aggregate amount of all Indebtedness secured by Liens on any Principal Property incurred without equally and ratably securing the new notes pursuant to the covenant “—Limitations on Liens” above would not exceed 15% of Parent’s Consolidated Net Tangible Assets; or

(b) within 270 days of the effective date of such Sale and Leaseback Transaction involving a Principal Property, Parent or such Material Subsidiary applies an amount not less than the greater of (i) the net proceeds of the Sale and Leaseback Transaction and (ii) the fair market value of the Principal Property so leased at the time of such transaction to (1) the voluntary retirement or prepayment, and in either case, the permanent reduction, of Indebtedness of the Parent or a Material Subsidiary (other than Indebtedness that is subordinated to the new notes or guarantees) or (2) the acquisition, construction, development, expansion or improvement of other property that will constitute Principal Property.

This restriction will not apply to any Sale and Leaseback Transaction, and there will be excluded from Attributable Debt in any computation described in this covenant or the covenant set forth under the caption “—Limitations on Liens” above any Sale and Leaseback Transaction, if:

(a) such transaction was entered into prior to the issue date of the new notes;

(b) such transaction involves a lease for less than three years; or

(c) such transaction involves the sale and leasing back to Parent of any Principal Property by one of Parent’s Material Subsidiaries or the sale and leasing back to one of Parent’s Material Subsidiaries by another of Parent’s Material Subsidiaries.

Certain Definitions

“Attributable Debt” means, in respect of a Sale and Leaseback Transaction, at any time of determination, the present value at that time of the obligation of the lessee for net rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction, including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value will be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

“Consolidated Net Tangible Assets” means the aggregate amount of the assets (less applicable reserves and other properly deductible items) of Parent and its subsidiaries after deducting therefrom (a) all current liabilities (excluding any Indebtedness for money borrowed having a maturity of less than 12 months from the date of Parent’s most recent consolidated balance sheet, but which by its terms is renewable or extendible beyond 12 months from that date at the option of the borrower) of Parent and its subsidiaries and (b) intangible assets, including, but not limited to, all goodwill, trade names, patents, unamortized debt discount and expense and any other like intangibles of Parent and its subsidiaries, all as set forth on Parent’s most recent consolidated balance sheet and computed in accordance with GAAP.

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States.

“Indebtedness” means, with respect to any specified Person, any obligations of such Person, whether or not contingent, in respect of borrowed money (including, without limitation, indebtedness for borrowed money evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof)). In addition, the term “Indebtedness” includes any guarantee by the specified Person of Indebtedness of any other Person.

“Lien” means any lien, security interest, charge or encumbrance of any kind.

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“Material Subsidiary” means URS Fox US LP, each domestic subsidiary of Parent that is a guarantor and any other domestic subsidiary of Parent which owns a Principal Property.

“Person” means any individual, corporation, partnership, limited liability company, business trust, association, joint-stock company, joint venture, trust, incorporated or unincorporated organization or government or any agency or political subdivision thereof or any other entity.

“Principal Property” means the land, improvements and buildings (including any leasehold interests therein) constituting a principal corporate office and any engineering, construction, administrative, distribution, sales and marketing or other facility (in each case, whether now owned or hereafter acquired) which is owned or leased by Parent or any of Parent’s Material Subsidiaries, unless such office or facility has a gross book value of less than 2% of Parent’s Consolidated Net Tangible Assets or unless Parent’s board of directors or a committee thereof has determined in good faith that such office or facility is not of material importance to the total business conducted by Parent and its subsidiaries taken as a whole.

“Sale and Leaseback Transaction” means any arrangement with any Person providing for the leasing by Parent or any of Parent’s Material Subsidiaries of any property which has been or is to be sold or transferred by Parent or such Material Subsidiary of Parent to such Person, excluding (a) temporary leases for a term, including renewals at the option of the lessee, of not more than three years, (b) leases between Parent and a Material Subsidiary of Parent or between Parent’s Material Subsidiaries, (c) leases of a property executed by the time of, or within 12 months after the latest of, the acquisition, the completion of construction or improvement, or the commencement of commercial operation of the property, and (d) arrangements pursuant to any provision of law with an effect similar to the former Section 168(f)(8) of the Internal Revenue Code of 1954, as amended.

Events of Default

The following events are defined as “Events of Default” in the indenture:

(a) default in the payment of the principal or any premium on a note of such series when due (whether at maturity, upon acceleration, redemption or otherwise);

(b) default in the payment of interest, including additional interest, on a note of such series within 30 days of its due date;

(c) failure by us to observe or perform any other terms of the indenture (other than a covenant or agreement in respect of which such non-compliance would otherwise be an Event of Default) for a period of 60 days after we receive a notice of default stating we are in breach, which notice must be sent by either the trustee or holders of 25% of the principal amount of the new notes of such series;

(d) any guarantee of a subsidiary guarantor ceases to be in full force and effect (other than in accordance with the terms of the indenture) or a subsidiary guarantor denies or disaffirms its obligations under its guarantee;

(e) default on any indebtedness for borrowed money by the Parent or a Material Subsidiary, which default relates to a payment at final maturity or results in the acceleration of such indebtedness prior to its express maturity, in an amount in excess of $100.0 million (which acceleration is not rescinded or annulled within 30 days after notice of such acceleration); and

(f) certain events in bankruptcy, insolvency or reorganization with respect to Parent or any Material Subsidiary of Parent (or any subsidiaries of Parent that together would constitute a Material Subsidiary).

No Event of Default with respect to a series of new notes (except as to certain events of bankruptcy, insolvency or reorganization) necessarily constitutes an Event of Default with respect to any other series of new

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notes. The occurrence of an Event of Default with respect to a series of new notes may also constitute an Event of Default under Parent’s existing credit facility or any other bank credit agreements that may be in existence from time to time. In addition, the occurrence of certain Events of Default or an acceleration under the indenture may constitute an event of default under certain of our or Parent’s other indebtedness that may be outstanding from time to time.

The indenture provides that the trustee shall notify the holders of a series of new notes of any continuing default known to the trustee which has occurred with respect to such series of new notes within 90 days after the occurrence thereof. The indenture provides that, notwithstanding the foregoing, except in the case of default in the payment of the principal amount of, or interest, if any, on any series of new notes, the trustee may withhold such notice if the trustee in good faith determines that the withholding of such notice is in the interests of the holders of the new notes of such series.

The indenture provides that if an Event of Default with respect to a series of new notes shall have occurred and be continuing, either the trustee or the holders of not less than 25% in aggregate principal amount of the new notes of that series then outstanding may declare the principal amount of all new notes of that series to be due and payable immediately. Notwithstanding the foregoing, in the case of an event of default arising from certain events of bankruptcy, insolvency or reorganization, all outstanding new notes will automatically and without any action by the trustee or any holder, become immediately due and payable. After any such acceleration of a series of new notes, but before a judgment or decree based on such acceleration, the holders of a majority in aggregate principal amount of the new notes of that series then outstanding may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the non-payment of accelerated principal of or interest on the new notes of that series, have been cured or waived as provided in the indenture. Any past defaults and the consequences thereof, except a default in the payment of principal or interest, if any, on a series of new notes, may be waived by the holders of a majority in principal amount of the new notes of that series then outstanding.

In case an Event of Default with respect to a series of new notes shall occur and be continuing, the trustee shall not be under any obligation to exercise any of the trusts or powers vested in it by the indenture at the request or direction of any of the holders of the new notes of that series, unless such holders shall have offered to such trustee reasonable security or indemnity. The holders of a majority in aggregate principal amount of the outstanding new notes of the affected series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee under the indenture or exercising any trust or power conferred on the trustee with respect to the new notes of such series; provided that the trustee may refuse to follow any direction which is in conflict with any law or such indenture and subject to certain other limitations.

No holder of any series of new notes will have any right by virtue or by availing of any provision of the indenture to institute any proceeding at law or in equity or in bankruptcy or otherwise with respect to the indenture or for any remedy thereunder, unless such holder shall have previously given the trustee written notice of an Event of Default with respect to the new notes of that series and unless the holders of at least 25% in aggregate principal amount of the outstanding new notes of that series shall have made written request, and offered reasonable indemnity, to the trustee to institute such proceeding as trustee, and the trustee shall have failed to institute such proceeding within 60 days after its receipt of such request, and the trustee shall not have received from the holders of a majority in aggregate principal amount of the outstanding new notes of that series a direction inconsistent with such request. The right of a holder of any new notes to receive payment of the principal of and interest, if any, on such new notes on or after the due dates expressed in such new notes, or to institute suit for the enforcement of any such payment on or after such dates, shall not be impaired or affected without the consent of such holder.

Amendment, Supplement and Waiver

Except as provided in the next three succeeding paragraphs, the indenture, the new notes of any series and any related subsidiary guarantee may be amended or supplemented with the consent of the holders of at least a majority in principal amount of the then outstanding new notes of the affected series (including consents obtained in connection with a tender offer or exchange offer for such new notes), and any existing default or compliance with certain restrictive provisions of the indenture may be waived with the consent of the holders of a majority in principal amount of the then outstanding new notes of the affected series (including consents obtained in connection with a tender offer or exchange offer for such new notes).

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Without the consent of each holder affected, an amendment or waiver may not (with respect to any new notes held by a non-consenting holder):

(a) reduce the principal or change the fixed maturity of any note;

(b) reduce the rate or change the time for payment of interest on any note;

(c) waive a default or event of default in the payment of principal of or premium, if any, or interest on the new notes (except a rescission of acceleration of the new notes of any series by the holders of at least a majority in aggregate principal amount of the new notes of that series and a waiver of the payment default that resulted from such acceleration);

(d) change the place of payment of any note or make any note payable in money other than that stated in the note;

(e) impair the right to institute suit for the enforcement of any payment on or with respect to any note;

(f) make any change in the provisions of the indenture relating to waivers of past defaults or the rights of holders of new notes to receive payments of principal of or premium, if any, or interest on the new notes;

(g) reduce the principal amount of new notes whose holders must consent to an amendment, supplement or waiver; or

(h) make any change in the foregoing amendment and waiver provisions, except to increase the required percentage or to provide that other provisions of the indenture cannot be modified or waived without the consent of the holder of each outstanding note.

Notwithstanding the foregoing, without the consent of any holder of new notes of any series, we, together with the trustee, may amend or supplement the indenture to:

(a) cure any ambiguity, defect or inconsistency, provided that such action does not adversely affect the holders of that or any other series of new notes in any material respect;

(b) provide for uncertificated notes in addition to or in place of certificated notes;

(c) evidence the assumption of our obligations to holders of new notes in the case of a merger, consolidation or sale of assets pursuant to the covenant described under the caption “—Certain Covenants—Merger, Consolidation and Sale of Assets;”

(d) add covenants for the benefit of the holders of the new notes or to surrender any right or power conferred upon us;

(e) make any change that does not adversely affect the legal rights under the indenture of any such holder in any material respect;

(f) add any additional events of default for the benefit of the holders of the new notes;

(g) comply with requirements of the Securities and Exchange Commission in order to effect or maintain the qualification of the indenture under the TIA; or

(h) appoint a successor trustee.

Except in certain limited circumstances, we will be entitled to set any day as a record date for the purpose of determining the holders of any series of new notes entitled to give or take any direction, notice, consent, waiver or

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other action or to vote on any action under the indenture, in the manner and subject to the limitations provided in the indenture. In certain limited circumstances, the trustee will be entitled to set a record date for action by holders. If a record date is set for any action to be taken by holders of any series of new notes, such action may be taken only by Persons who are holders of outstanding new notes of that series on the record date. To be effective, the action must be taken by holders of the requisite principal amount of new notes of that series within a specified period following the record date. For any particular record date, this period will be 180 days or such shorter period as may be specified by us (or the trustee, if it set the record date), and may be shortened or lengthened from time to time, but not beyond 180 days.

Satisfaction and Discharge of Obligations; Defeasance

The indenture will be discharged and will cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the new notes, as expressly provided for in the indenture) as to all outstanding new notes of any series, and the trustee, upon our demand, will execute appropriate instruments acknowledging the satisfaction and discharge of the indenture when:

(a) either (i) we have delivered to the trustee for cancellation all new notes of the applicable series theretofore authenticated under the indenture (except lost, stolen or destroyed notes of that series which have been replaced or paid and notes of that series for whose payment money has theretofore been deposited in trust or segregated and held in trust by us and thereafter repaid to us or discharged from such trust) or (ii) all new notes of that series outstanding under the indenture not theretofore delivered to the trustee for cancellation shall have become due and payable or are by their terms to become due and payable or, if redeemable at our option, are to be called for redemption within one year and we shall have deposited with the trustee sufficient cash or U.S. government or U.S. government agency notes or bonds that will generate enough cash to pay, at maturity or upon redemption, principal of and any accrued and unpaid interest and premium on all such new notes of that series outstanding under the indenture;

(b) we have paid all sums payable by us under the indenture, as and when the same shall be due and payable; and

(c) we have delivered to the trustee an officer’s certificate and an opinion of counsel, each stating that these conditions have been satisfied.

We may, at our option and at any time, elect to have our obligations and the obligations of any guarantors discharged with respect to the outstanding new notes of any series (“legal defeasance”). Such legal defeasance means that we shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding new notes of the applicable series, except for:

(a) the rights of holders of new notes of the applicable series to receive payments in respect of the principal, premium, if any, and interest on the new notes of such series when such payments are due;

(b) our obligations with respect to the new notes of the applicable series concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment, in each case with respect to the applicable series of new notes;

(c) the rights, powers, trust, duties and immunities of the trustee and our obligations in connection therewith; and

(d) the legal defeasance provisions of the indenture.

In addition, we may, at our option and at any time, elect to have our obligations released with respect to certain covenants that are described in the indenture (“covenant defeasance”) and thereafter any omission or failure to comply with such obligations shall not constitute a Default or Event of Default with respect to the new notes of

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any series. In the event covenant defeasance occurs, certain events (not including nonpayment, bankruptcy, receivership, reorganization and insolvency events) described under “—Events of Default” will no longer constitute an Event of Default with respect to the new notes of the applicable series.

In order to exercise legal defeasance or covenant defeasance:

(a) we must irrevocably deposit with the trustee, in trust, for the benefit of the holders cash in U.S. dollars, non-callable U.S. government obligations or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants elected by us, to pay the principal of, premium, if any, and interest on the new notes of the applicable series on the stated date of payment thereof or on the applicable redemption date, as the case may be; provided that the trustee shall have received an irrevocable written order from us instructing the trustee to apply such cash or the proceeds of such obligations to said payments with respect to such series of new notes;

(b) in the case of legal defeasance or covenant defeasance, we shall have delivered to the trustee an opinion of counsel in the United States reasonably acceptable to the trustee confirming that the respective conditions to any such defeasance, as applicable, have been satisfied;

(c) no Default or Event of Default with respect to the new notes of such series shall have occurred and be continuing on the date of such deposit or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit (other than a Default or Event of Default with respect to the new notes of such series resulting from the incurrence of Indebtedness all or a portion of the proceeds of which will be used to defease the new notes of the applicable series concurrently with such incurrence);

(d) such legal defeasance or covenant defeasance shall not result in a breach or violation of or constitute a default under the indenture or any other material agreement or instrument to which Parent or any of its subsidiaries, including URS Fox US LP, is a party or by which Parent or any of its subsidiaries, including URS Fox US LP, is bound;

(e) we shall have delivered to the trustee an officer’s certificate stating that the deposit was not made by us with the intent of preferring the holders of such series over any other of our creditors or with the intent of defeating, hindering, delaying or defrauding any other of our creditors or others;

(f) we shall have delivered to the trustee an officer’s certificate and an opinion of counsel, each stating that all conditions precedent (other than, in the case of such legal opinion, clause (e) above as to which such counsel need express no opinion) provided for or relating to the legal defeasance or the covenant defeasance have been complied with; and

(g) we shall have delivered to the trustee an opinion of counsel to the effect that after the 91st day following the deposit and assuming that no holder of such series is an “insider” with respect to us, as that term is defined in Section 101 of title 11, United States Bankruptcy Code, as amended (the “Bankruptcy Code”), the cash or securities deposited in trust will not be subject to avoidance and repayment under Sections 547 and 550 of the Bankruptcy Code.

Book-Entry Delivery and Form

The new notes will be issued in registered, global form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. New notes will be issued at the closing of this offering only against payment in immediately available funds.

The new notes initially will be represented by one or more notes in registered, global form without interest coupons (collectively, the “global notes”). The global notes will be deposited upon issuance with the trustee as custodian for DTC, and registered in the name of DTC or its nominee in each case for credit to an account of a direct or indirect participant in DTC as described below. Except as set forth below, global notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee.

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Beneficial interests in the global notes may be held through the Euroclear System (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”) (as indirect participants in DTC). Beneficial interests in the global notes may not be exchanged for notes in certificated form (“certificated notes”) except in the limited circumstances described below. See “—Exchange of Global Notes for Certificated Notes.”

Transfers of beneficial interests in the global notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Euroclear and Clearstream), which may change from time to time.

Exchange of Global Notes for Certificated Notes

The global notes are exchangeable for certificated notes in definitive, fully registered form without interest coupons only in the following limited circumstances:

(a) DTC (1) notifies us that it is unwilling or unable to act as a depositary for such global note or (2) ceases to be a clearing agency registered under the Exchange Act, and, in either case, we fail to appoint a successor depositary registered as a clearing agency under the Exchange Act within 90 days; or

(b) we, at our option, notify the trustee in writing that we elect to cause the issuance of the certificated notes.

In all cases, certificated notes delivered in exchange for any global notes or beneficial interests therein will be registered in such names as DTC shall direct in writing in an aggregate principal amount equal to the principal amount of the global notes with like tenor and terms.

Depositary Procedures

The following description of the operations and procedures of DTC, Euroclear and Clearstream are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. We do not take any responsibility for these operations and procedures and urge investors to contact the system or their participants directly to discuss these matters.

DTC has advised us that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the “Participants”) and to facilitate the clearance and settlement of transactions in those securities between the Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the initial purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the “Indirect Participants”). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

DTC has also advised us that, pursuant to procedures established by it:

(a) upon deposit of the global notes, DTC will credit the accounts of the Participants designated by the initial purchasers with portions of the principal amount of the global notes; and

(b) ownership of these interests in the global notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the global notes).

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Investors in global notes who are Participants may hold their interests therein directly through DTC. Investors in the global notes who are not Participants may hold their interests therein indirectly through organizations (including Euroclear and Clearstream) that are Participants in such system. Euroclear and Clearstream will hold interests in the global notes on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositories, which are Euroclear Bank S.A./N.V., as operator of Euroclear, and Citibank, N.A., as operator of Clearstream. All interests in a global note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC.

Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems.

The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a global note to such persons will be limited to that extent. Because DTC can act only on behalf of the Participants, which in turn act on behalf of the Indirect Participants, the ability of a person having beneficial interests in a global note to pledge such interests to persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described above, owners of beneficial interests in the global notes will not have new notes registered in their names, will not receive physical delivery of new notes in certificated form and will not be considered the registered owners or “Holders” thereof under the indenture for any purpose.

Payments in respect of the principal, interest, additional interest and premium, if any, on a global note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder of the new notes under the indenture. Under the terms of the indenture, we and the trustee will treat the persons in whose names the new notes, including the global notes, are registered as the owners of the new notes for the purpose of receiving payments and for all other purposes. Consequently, neither we nor the trustee nor any of our respective agents has or will have any responsibility or liability for:

(a) any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to, or payments made on account of, beneficial ownership interests in the global notes or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in the global notes; or

(b) any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

DTC has advised us that its current practice, upon receipt of any payment in respect of securities such as the new notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of new notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the trustee or us. Neither we nor the trustee will be liable for any delay by DTC or any of the Participants or the Indirect Participants in identifying the beneficial owners of the new notes, and we and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

Transfers between the Participants will be effected in accordance with DTC’s procedures and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

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Subject to compliance with the transfer restrictions applicable to the new notes described herein, crossmarket transfers between the Participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by their respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant global note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

DTC has advised us that it will take any action permitted to be taken by a holder of new notes only at the direction of one or more Participants to whose account DTC has credited the interests in the global notes and only in respect of such portion of the aggregate principal amount of the new notes as to which such Participant or Participants has or have given such direction. However, if there is an event of default under the new notes, DTC reserves the right to exchange the global notes for certificated notes, and to distribute such notes to the Participants.

Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the global notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. Neither we nor the trustee nor any of our respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Payment and Paying Agents

Payments on the global notes will be made in U.S. dollars by wire transfer. If we issue definitive notes, the holders of definitive notes will be able to receive payments of principal and interest on their new notes at the office of our paying agent. Payment of principal of a definitive note may be made only against surrender of the note to our paying agent. We have the option, however, of making payments of interest by wire transfer or by mailing checks to the address of the holder appearing in the register of note holders maintained by the registrar.

We will make any required interest payments to the person in whose name a note is registered at the close of business on the record date for the interest payment.

The trustee will be designated as our paying agent for payments on the new notes. We may from time to time designate additional paying agents, rescind the designation of any paying agent or approve a change in the office through which any paying agent acts.

Notices

Any notices required to be given to the holders of the new notes will be given to DTC, as the registered holder of the global notes. In the event that the global notes are exchanged for notes in definitive form, notices to holders of the notes will be sent by first-class mail to the addresses that appear on the register of noteholders maintained by the registrar.

Governing Law

The indenture provides that it, the new notes and any guarantees will be governed by, and construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby.

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Trustee

U.S. Bank National Association is the trustee under the indenture. Initially, the trustee will also act as the paying agent, registrar and custodian for the new notes. The duties of the trustee shall be as set forth in the indenture and as provided by the TIA. In the ordinary course of their businesses, the trustee and its affiliates have engaged in commercial banking transactions with us, and may in the future engage in commercial banking and other transactions with us.

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DESCRIPTION OF THE OLD NOTES

The terms of the old notes are identical in all material respects to those of the new notes, except that: (1) the old notes have not been registered under the Securities Act, are subject to certain restrictions on transfer and are entitled to certain rights under the registration rights agreement (which rights will terminate upon consummation of the exchange offer, except under limited circumstances); and (2) the new notes will not provide for any additional interest as a result of our failure to fulfill certain registration obligations. The old notes provide that, in the event that (i) the exchange offer is not consummated within 365 business days after March 15, 2012, or (ii) any registration statement required by the registration rights agreement is filed and declared effective but thereafter ceases to be effective or usable for its intended purpose (subject to certain exceptions) without being succeeded within 30 days by any additional registration statement or post-effective amendment that is filed and subsequently declared effective and cures the failure of such registration statement to be effective or usable, then the interest rate on the old notes shall increase 0.25% per annum during the first 90-day period immediately following the occurrence of such event and shall increase by an additional 0.25% per annum with respect to each subsequent 90-day period until such event has been cured, up to a maximum amount of additional interest for all such events of 0.50% per annum. The new notes are not, and upon consummation of the exchange offer with respect to the old notes will not be, entitled to any such special interest. Accordingly, holders of old notes should review the information set forth under “Risk Factors” and “Description of the New Notes.”

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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a summary of the material United States federal income tax considerations relevant to the exchange of old notes for new notes pursuant to the exchange offer, but does not purport to be a complete analysis of all potential tax effects. The discussion is based upon the Internal Revenue Code of 1986, as amended, U.S. Treasury Regulations issued thereunder, Internal Revenue Service (“IRS”) rulings and pronouncements and judicial decisions now in effect, all of which are subject to change at any time. Any such change may be applied retroactively in a manner that could adversely affect a holder of the notes. This discussion does not address all of the United States federal income tax consequences that may be relevant to a holder in light of such holder’s particular circumstances or to holders subject to special rules, such as banks, financial institutions, U.S. expatriates, foreign persons or entities, insurance companies, dealers in securities or currencies, traders in securities, partnerships or other pass-through entities or investors in such entities, U.S. persons whose functional currency is not the U.S. dollar, tax-exempt organizations and persons holding the notes as part of a “straddle,” “hedge,” “conversion transaction” or other integrated transaction. Moreover, the effect of any applicable state, local or foreign tax laws is not discussed. The discussion applies only to holders that exchange old notes for new notes pursuant to the exchange offer.

No rulings from the IRS have or will be sought with respect to the matters discussed below. There can be no assurance that the IRS will not take a different position concerning the tax consequences of the exchange of old notes for new notes or that any such position would not be sustained. Holders of notes should consult their tax advisors with regard to the application of the tax consequences discussed below to their particular situations as well as the application of any state, local, foreign or other tax laws, including gift and estate tax laws, and any tax treaties.

Exchange Pursuant to the Exchange Offer

The exchange of the old notes for the new notes in the exchange offer will not be treated as an “exchange” for United States federal income tax purposes, because the new notes will not be considered to differ materially in kind or extent from the old notes. Accordingly, the exchange of old notes for new notes will not be a taxable event to holders for United States federal income tax purposes. Moreover, the new notes will have the same tax attributes as the old notes exchanged therefor and the same tax consequences to holders as the old notes have to holders, including without limitation, the same issue price, adjusted tax basis and holding period.

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PLAN OF DISTRIBUTION

Each broker-dealer that receives new notes for its own account in connection with the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by such broker-dealers during the period referred to below in connection with resales of new notes received in exchange for old notes if such old notes were acquired by such broker-dealers for their own accounts as a result of marketing-making activities or other trading activities. We have agreed that this prospectus, as it may be amended or supplemented from time to time, may be used by such broker-dealers in connection with resales of such new notes for a period ending 120 days after the expiration date of the exchange offer, or, if earlier, when all new notes subject to the exchange offer have been disposed of by such broker-dealers.

We will not receive any proceeds from the issuance of new notes in the exchange offer or from any sale of new notes by broker-dealers. New notes received by broker-dealers for their own accounts may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes or a combination of such methods of resale, at market prices prevailing at the time of resale or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such new notes. Any broker-dealer that resells new notes that were received by it for its own account in connection with the exchange offer and any broker or dealer that participates in a distribution of such new notes may be deemed to be an “underwriter” within the meaning of the Securities Act, and any profit on any such resale of new notes may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

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LEGAL MATTERS

The validity of the new notes and the guarantees offered hereby will be passed upon for us by Latham & Watkins LLP, Los Angeles, California. Certain matters with respect to Alaska law will be passed upon for us by Patton Boggs, LLP, Anchorage, Alaska; certain matters with respect to Colorado law will be passed upon for us by in-house counsel of URS Corporation; certain matters with respect to Florida law will be passed upon for us by Cozen O’Connor, P.C., Miami, Florida; certain matters with respect to Michigan law will be passed upon for us by Dickinson Wright PLLC, Detroit, Michigan; certain matters with respect to Nevada and Utah law will be passed upon for us by Parsons Behle & Latimer PLC, Salt Lake City, Utah; certain matters with respect to North Carolina law will be passed upon for us by Smith Moore Leatherwood LLP, Raleigh, North Carolina; certain matters with respect to Ohio law will be passed upon for us by in-house counsel of URS Corporation; and certain matters with respect to South Carolina law will be passed upon for us by Smith Moore Leatherwood LLP, Greenville, South Carolina.

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EXPERTS

The consolidated financial statements incorporated in this Prospectus by reference to URS Corporation’s Current Report on Form 8-K/A dated June 25, 2013 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this Prospectus by reference to the Annual Report on Form 10-K of URS Corporation for the year ended December 28, 2012 have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the Flint Energy Services, Ltd. business the registrant acquired as of May 14, 2012) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

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WHERE YOU CAN FIND MORE INFORMATION

You can learn more about the financial and operational results of URS Corporation by reading the annual, quarterly and current reports and other information Parent files with the SEC. You may read and copy any document Parent files at the SEC’s public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. URS’s SEC filings are also available to you at the SEC’s website at http://www.sec.gov.

We “incorporate by reference” certain information in this prospectus, which means that we disclose important information to you by referring you to other documents filed separately with the SEC, which are considered part of this prospectus. Information that we file later with the SEC will automatically update and supersede the previously filed information. We incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until the offering has been completed, other than any information contained in such filings that has been furnished, but not filed, with the SEC, including pursuant to Item 2.02 or Item 7.01 of Form 8-K and corresponding information furnished under Item 9.01 of Form 8-K or included as an exhibit:

• Annual Report on Form 10-K for the year ended December 28, 2012;

• Quarterly Report on Form 10-Q for the quarterly period ended March 29, 2013;

• Current Reports on Form 8-K filed with the SEC on April 2, 2013, April 17, 2013 and May 28, 2013 and on Form 8-K/A filed with the SEC on June 25, 2013; and

• Definitive Proxy Statements on Schedule 14A filed with the SEC on April 15, 2013, May 15, 2013 and May 21, 2013.

Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or replaces such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this prospectus, except as so modified or superseded.

You may request copies of the above-referenced filings at no cost, by writing or telephoning URS Corporation’s principal executive offices at the following address:

URS Corporation

600 Montgomery Street, 26th Floor

San Francisco, California 94111-2728

(415) 774-2700

Attn: Joseph Masters

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$1,000,000,000

URS CORPORATION

URS FOX US LP

$400,000,000 3.850% Senior Notes due 2017,

$600,000,000 5.000% Senior Notes due 2022,

Guarantees by Guarantors named herein

PROSPECTUS

                    , 2013

All tendered old notes, executed letters of transmittal and other related documents should be directed to the exchange agent at the numbers and address below. Requests for assistance and for additional copies of the prospectus, the letter of transmittal and other related documents should also be directed to the exchange agent.

The exchange agent for the exchange offer is:

U.S. Bank National Association

By Facsimile for Eligible Institutions:

(213) 615-6197

Attention: Ms. Paula Oswald

Confirm by Telephone:

(213) 615-6043

By Mail/Overnight Courier/Hand:

U.S. Bank National Association

c/o U.S. Bank National Association

633 West Fifth Street, 24th Floor

Los Angeles, CA 90071

Attention: Ms. Paula Oswald

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law permits a Delaware corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise. Depending on the character of the proceeding, a corporation may indemnify against expenses, costs and fees (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if the person indemnified acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. In the case of an action or suit by or in the right of the corporation, no indemnification may be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such action or suit was brought, shall determine that, despite the adjudication of liability, such person is fairly and reasonably entitled to indemnity for such expenses that the court shall deem proper. Section 145 provides that, to the extent a present or former director or officer of a corporation has been successful in the defense of any action, suit or proceeding referred to above or in the defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

The By-laws of the Registrant require the Registrant to indemnify any officer, director or employee who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Registrant) by reason of the fact that he is or was a director, officer or employee of the Registrant, or is or was serving at the request of the Registrant as a director, officer or employee of another corporation or partnership, joint venture, trust or other enterprise, if the indemnified person acted in good faith and in a manner he reasonable believed to be in, or not opposed to, the best interests of the Registrant and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. With respect to actions by or in the right of the Registrant, indemnification will be provided if the person acted in good faith in a manner he reasonably believed to be in or not opposed to the best interests of the Registrant; however, no indemnification may be made in respect of any claim, issue or matter as to which such person has been adjudged liable for negligence or misconduct in the performance of his duties to the Registrant, unless, and only to the extent that, the court determines that, despite the adjudication of liability, such person is fairly and reasonably entitled to indemnity. Indemnification covers expenses (including attorney’s fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by the indemnified person in connection with the action, suit or proceeding. To the extent that a director, officer or employee of the Registrant has been successful on the merits or otherwise in defense of any action, suit or proceeding referred above, or in defense of any claim, issue or matter therein, he will be indemnified against expenses, including attorney’s fees, actually and reasonably incurred by him. Expenses incurred in defending a civil or criminal action, suit or proceeding will be paid by the corporation in advance of the final disposition of the action, suit or proceeding (unless the board of directors, or the appropriate officer of the Registrant acting pursuant to delegated authority of the board of directors, determines in the specific case that the applicable standard of conduct has not been met), but only upon receipt of an undertaking by the indemnified person to repay such amount if it is ultimately determined that he is not entitled to indemnification.

The Registrant has purchased and maintains insurance to protect persons entitled to indemnification in accordance with the Registrant’s By-Laws against liabilities asserted against or incurred by them in their capacity or arising out of their status.

The Registrant has entered into indemnification agreements with its directors and certain of its officers. These agreements, among other things, require the Registrant to indemnify the director or officer to the fullest extent

permitted by Delaware law, including indemnification for attorneys’ fees and all other costs, expenses and obligations and judgments, fines, penalties and settlement amounts paid or incurred by the director or officer in any action or proceeding, including any action by or in the right of the Registrant, arising out of the person’s services as a director or officer of the Registrant or any other corporation, partnership, joint venture, employee benefit plan, trust or other enterprise to which the person provides services at the Registrant’s request.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

See Exhibit Index.

ITEM 22. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and/or

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

II-2

(ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

(iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(iv) any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of its annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(d) The undersigned Registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

(e) The undersigned Registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on June 25, 2013.

URS CORPORATION
By:	/s/ H. Thomas Hicks
	H. Thomas Hicks
	Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Date: June 25, 2013	By:	*
		Martin M. Koffel, Chairman of the Board of Directors, Chief Executive Officer and President
Date: June 25, 2013	By:	*
		H. Thomas Hicks, Chief Financial Officer
Date: June 25, 2013	By:	*
		Reed N. Brimhall, Vice President and Chief Accounting Officer
Date: June 25, 2013	By:	*
		Mickey P. Foret, Director
Date: June 25, 2013	By:	*
		William H. Frist, Director
Date: June 25, 2013	By:	*
		Lydia H. Kennard, Director
Date: June 25, 2013	By:	*
		Donald R. Knauss, Director
Date: June 25, 2013	By:	*
		Timothy R. McLevish, Director
Date: June 25, 2013	By:	*
		Joseph W. Ralston, Director
Date: June 25, 2013	By:	*
		John D. Roach, Director
Date: June 25, 2013	By:	*
		Douglas W. Stotlar, Director
Date: June 25, 2013	By:	*
		William P. Sullivan, Director

Date: June 25, 2013	*By:	/s/ H. Thomas Hicks
		H. Thomas Hicks, Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on June 25, 2013.

URS FOX US LP
By:	/s/ H. Thomas Hicks
	H. Thomas Hicks
	Authorized Representative

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

	URS CANADA SUPPORT 1 ULC, as limited partner
Date: June 25, 2013	By:	/s/ Jeanne C. Baughman
		Jeanne C. Baughman, Secretary
	URS CANADA SUPPORT 2 ULC, as general partner
Date: June 25, 2013	By:	/s/ Jeanne C. Baughman
		Jeanne C. Baughman, Secretary

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on June 25, 2013.

B.P. BARBER & ASSOCIATES INC.
By:	/s/ H. Thomas Hicks
	H. Thomas Hicks
	Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Date: June 25, 2013	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks, Director
Date: June 25, 2013	By:	/s/ Gary Jandegian
		Gary Jandegian, Director

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on June 25, 2013.

E.C. DRIVER & ASSOCIATES INC.
By:	/s/ H. Thomas Hicks
	H. Thomas Hicks
	Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Date: June 25, 2013	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks, Director
Date: June 25, 2013	By:	/s/ Gary Jandegian
		Gary Jandegian, Director
Date: June 25, 2013	By:	/s/ Sarabjit Singh
		Sarabjit Singh, Director

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on June 25, 2013.

FORERUNNER CORPORATION
By:	/s/ H. Thomas Hicks
	H. Thomas Hicks
	Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Date: June 25, 2013	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks, Director
Date: June 25, 2013	By:	/s/ Gary Jandegian
		Gary Jandegian, Director

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on June 25, 2013.

URS CONSTRUCTION SERVICES, INC.
By:	/s/ H. Thomas Hicks
	H. Thomas Hicks
	Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Date: June 25, 2013	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks, Director
Date: June 25, 2013	By:	/s/ Gary Jandegian
		Gary Jandegian, Director
Date: June 25, 2013	By:	/s/ Sarabjit Singh
		Sarabjit Singh, Director

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on June 25, 2013.

URS CORPORATION – NORTH CAROLINA
By:	/s/ H. Thomas Hicks
	H. Thomas Hicks
	Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Date: June 25, 2013	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks, Director
Date: June 25, 2013	By:	/s/ Gary Jandegian
		Gary Jandegian, Director
Date: June 25, 2013	By:	/s/ Timothy Keener
		Timothy Keener, Director
Date: June 25, 2013	By:	/s/ Dennis Hoyle
		Dennis Hoyle, Director
Date: June 25, 2013	By:	/s/ Robert MacWilliams
		Robert MacWilliams, Director

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on June 25, 2013.

URS CORPORATION
By:	/s/ H. Thomas Hicks
	H. Thomas Hicks
	Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Date: June 25, 2013	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks, Director
Date: June 25, 2013	By:	/s/ Lewis W. Robinson
		Lewis W. Robinson, Director
Date: June 25, 2013	By:	/s/ William Ettenger
		William Ettenger, Director

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on June 25, 2013.

URS CORPORATION GREAT LAKES
By:	/s/ H. Thomas Hicks
	H. Thomas Hicks
	Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Date: June 25, 2013	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks, Director
Date: June 25, 2013	By:	/s/ Gary Jandegian
		Gary Jandegian, Director
Date: June 25, 2013	By:	/s/ James R. Linthicum
		James R. Linthicum, Director
Date: June 25, 2013	By:	/s/ Robert Vensas
		Robert Vensas, Director

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on June 25, 2013.

URS CORPORATION SOUTHERN
By:	/s/ H. Thomas Hicks
	H. Thomas Hicks
	Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Date: June 25, 2013	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks, Director
Date: June 25, 2013	By:	/s/ Gary Jandegian
		Gary Jandegian, Director
Date: June 25, 2013	By:	/s/ Sarabjit Singh
		Sarabjit Singh, Director

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on June 25, 2013.

URS ENERGY & CONSTRUCTION, INC.
By:	/s/ H. Thomas Hicks
	H. Thomas Hicks
	Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Date: June 25, 2013	By:	/s/ Randolph J. Hill
		Randolph J. Hill, Director
Date: June 25, 2013	By:	/s/ Jerry K. Lemon
		Jerry K. Lemon, Director
Date: June 25, 2013	By:	/s/ George L. Nash
		George L. Nash, Director
Date: June 25, 2013	By:	/s/ Robert W. Zaist
		Robert W. Zaist, Director

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on June 25, 2013.

URS GLOBAL HOLDINGS, INC.
By:	/s/ H. Thomas Hicks
	H. Thomas Hicks
	President (principal executive officer)

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Date: June 25, 2013	By:	/s/ Reed N. Brimhall
		Reed N. Brimhall, Director
Date: June 25, 2013	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks, Director

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on June 25, 2013.

URS GROUP, INC.
By:	/s/ H. Thomas Hicks
	H. Thomas Hicks
	Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Date: June 25, 2013	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks, Director
Date: June 25, 2013	By:	/s/ Gary Jandegian
		Gary Jandegian, Director
Date: June 25, 2013	By:	/s/ Paul M. Boechler
		Paul M. Boechler, Director

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on June 25, 2013.

URS HOLDINGS, INC.
By:	/s/ H. Thomas Hicks
	H. Thomas Hicks
	Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Date: June 25, 2013	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks, Director
Date: June 25, 2013	By:	/s/ Joseph Masters
		Joseph Masters, Director
Date: June 25, 2013	By:	/s/ Judy L. Rodgers
		Judy L. Rodgers, Director

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on June 25, 2013.

URS INTERNATIONAL PROJECTS, INC.
By:	/s/ H. Thomas Hicks
	H. Thomas Hicks
	Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Date: June 25, 2013	By:	/s/ Robert L. Berlin
		Robert L. Berlin, Director
Date: June 25, 2013	By:	/s/ Randolph J. Hill
		Randolph J. Hill, Director
Date: June 25, 2013	By:	/s/ Jerry K. Lemon
		Jerry K. Lemon, Director

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on June 25, 2013.

URS ALASKA, LLC
By:	/s/ H. Thomas Hicks
	H. Thomas Hicks
	Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

		URS CORPORATION, a Nevada corporation, as sole member
Date: June 25, 2013	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks, Vice President and Chief Financial Officer

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on June 25, 2013.

WASHINGTON DEMILITARIZATION COMPANY, LLC
By:	/s/ James J. Loughran
	James J. Loughran
	Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Date: June 25, 2013	By:	/s/ Mark Evans
		Mark Evans, Director
Date: June 25, 2013	By:	/s/ Randolph J. Hill
		Randolph J. Hill, Director

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on June 25, 2013.

WASHINGTON GOVERNMENT ENVIRONMENTAL SERVICES COMPANY LLC
By:	/s/ H. Thomas Hicks
	H. Thomas Hicks
	Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

		URS ENERGY & CONSTRUCTION, INC., as sole member and member manager
Date: June 25, 2013	By:	/s/ H. Thomas Hicks
		Vice President and Chief Financial Officer

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on June 25, 2013.

WASHINGTON OHIO SERVICES LLC
By:	/s/ H. Thomas Hicks
	H. Thomas Hicks
	Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Date: June 25, 2013	By:	/s/ Randolph J. Hill
		Randolph J. Hill, Director
Date: June 25, 2013	By:	/s/ Jerry K. Lemon
		Jerry K. Lemon, Director
Date: June 25, 2013	By:	/s/ Thomas H. Zarges
		Thomas H. Zarges, Director

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on June 25, 2013.

EG&G DEFENSE MATERIALS, INC.
By:	/s/ William Neeb
	William Neeb
	Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Date: June 25, 2013	By:	/s/ William Neeb
		William Neeb, Director
Date: June 25, 2013	By:	/s/ Randall A. Wotring
		Randall A. Wotring, Director
Date: June 25, 2013	By:	/s/ John C. Vollmer
		John C. Vollmer, Director

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on June 25, 2013.

LEAR SIEGLER LOGISTICS INTERNATIONAL, INC.
By:	/s/ William Neeb
	William Neeb
	Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Date: June 25, 2013	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks, Director
Date: June 25, 2013	By:	/s/ Randall A. Wotring
		Randall A. Wotring, Director
Date: June 25, 2013	By:	/s/ Reed N. Brimhall
		Reed N. Brimhall, Director

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on June 25, 2013.

URS FEDERAL SERVICES, INC.
By:	/s/ William Neeb
	William Neeb
	Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Date: June 25, 2013	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks, Director
Date: June 25, 2013	By:	/s/ Randall A. Wotring
		Randall A. Wotring, Director
Date: June 25, 2013	By:	/s/ Reed N. Brimhall
		Reed N. Brimhall, Director

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on June 25, 2013.

URS FEDERAL SERVICES INTERNATIONAL, INC.
By:	/s/ William Neeb
	William Neeb
	Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Date: June 25, 2013	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks, Director
Date: June 25, 2013	By:	/s/ Randall A. Wotring
		Randall A. Wotring, Director
Date: June 25, 2013	By:	/s/ Reed N. Brimhall
		Reed N. Brimhall, Director

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on June 25, 2013.

URS FEDERAL SUPPORT SERVICES, INC.
By:	/s/ William Neeb
	William Neeb
	Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Date: June 25, 2013	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks, Director
Date: June 25, 2013	By:	/s/ Randall A. Wotring
		Randall A. Wotring, Director
Date: June 25, 2013	By:	/s/ Reed N. Brimhall
		Reed N. Brimhall, Director

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on June 25, 2013.

URS FEDERAL TECHNICAL SERVICES, INC.
By:	/s/ William Neeb
	William Neeb
	Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Date: June 25, 2013	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks, Director
Date: June 25, 2013	By:	/s/ Randall A. Wotring
		Randall A. Wotring, Director
Date: June 25, 2013	By:	/s/ Reed N. Brimhall
		Reed N. Brimhall, Director

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on June 25, 2013.

RUST CONSTRUCTORS INC.
By:	/s/ Chris L. Phillips
	Chris L. Phillips
	President (principal executive officer)

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Date: June 25, 2013	By:	/s/ Randolph J. Hill
		Randolph J. Hill, Director
Date: June 25, 2013	By:	/s/ George L. Nash
		George L. Nash, Director
Date: June 25, 2013	By:	/s/ Chris L. Phillips
		Chris L. Phillips, Director

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on June 25, 2013.

URS CORPORATION – OHIO
By:	/s/ H. Thomas Hicks
	H. Thomas Hicks
	Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Date: June 25, 2013	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks, Director
Date: June 25, 2013	By:	/s/ Gary Jandegian
		Gary Jandegian, Director
Date: June 25, 2013	By:	/s/ James R. Linthicum
		James R. Linthicum, Director

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on June 25, 2013.

URS NUCLEAR LLC
By:	/s/ Jerry K. Lemon
	Jerry K. Lemon
	Controller

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Date: June 25, 2013	By:	/s/ Randolph J. Hill
		Randolph J. Hill, Director
Date: June 25, 2013	By:	/s/ Art G. Lembo
		Art G. Lembo, Director
Date: June 25, 2013	By:	/s/ Jerry K. Lemon
		Jerry K. Lemon, Director

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on June 25, 2013.

AMAN ENVIRONMENTAL CONSTRUCTION, INC.
By:	/s/ H. Thomas Hicks
	H. Thomas Hicks
	Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Date: June 25, 2013	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks, Director
Date: June 25, 2013	By:	/s/ Steven M. Aman
		Steven M. Aman, Director

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on June 25, 2013.

CLEVELAND WRECKING COMPANY
By:	/s/ William Torres
	William Torres
	President (principal executive officer)

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Date: June 25, 2013	By:	/s/ William Torres
		William Torres, Director
Date: June 25, 2013	By:	/s/ Jeffrey Allen
		Jeffrey Allen, Director

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on June 25, 2013.

SIGNET TESTING LABORATORIES, INC.
By:	/s/ R. Scott Wilson
	R. Scott Wilson
	President (principal executive officer)

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Date: June 25, 2013	By:	/s/ Randolph J. Hill
		Randolph J. Hill, Director
Date: June 25, 2013	By:	/s/ R. Scott Wilson
		R. Scott Wilson, Director

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on June 25, 2013.

URS CORPORATION – NEW YORK
By:	/s/ Thomas Clancy
	Thomas Clancy
	Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Date: June 25, 2013	By:	/s/ John F. Spencer
		John F. Spencer, Director
Date: June 25, 2013	By:	/s/ Thomas Clancy
		Thomas Clancy, Director
Date: June 25, 2013	By:	/s/ Mark E. Shamon
		Mark E. Shamon, Director

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on June 25, 2013.

URS OPERATING SERVICES, INC.
By:	/s/ H. Thomas Hicks
	H. Thomas Hicks
	Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Date: June 25, 2013	By:	/s/ Gary Jandegian
		Gary Jandegian, Director
Date: June 25, 2013	By:	/s/ Paul M. Boechler
		Paul M. Boechler, Director

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on June 25, 2013.

WGI GLOBAL INC.
By:	/s/ H. Thomas Hicks
	H. Thomas Hicks
	Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Date: June 25, 2013	By:	/s/ Robert L. Berlin
		Robert L. Berlin, Director
Date: June 25, 2013	By:	/s/ Randolph J. Hill
		Randolph J. Hill, Director
Date: June 25, 2013	By:	/s/ Jerry K. Lemon
		Jerry K. Lemon, Director

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on June 25, 2013.

URS E&C HOLDINGS, INC.
By:	/s/ H. Thomas Hicks
	H. Thomas Hicks
	Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Date: June 25, 2013	By:	/s/ Randolph J. Hill
		Randolph J. Hill, Director
Date: June 25, 2013	By:	/s/ George L. Nash
		George L. Nash, Director
Date: June 25, 2013	By:	/s/ Robert W. Zaist
		Robert W. Zaist, Director

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on June 25, 2013.

URS INTERNATIONAL, INC.
By:	/s/ H. Thomas Hicks
	H. Thomas Hicks
	Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Date: June 25, 2013	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks, Director
Date: June 25, 2013	By:	/s/ Thomas W. Bishop
		Thomas W. Bishop, Director
Date: June 25, 2013	By:	/s/ Reed N. Brimhall
		Reed N. Brimhall, Director

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on June 25, 2013.

URS RESOURCES, LLC
By:	/s/ H. Thomas Hicks
	H. Thomas Hicks
	Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

		URS HOLDINGS, INC., a Delaware corporation, as sole member
Date: June 25, 2013	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks, Vice President and Chief Financial Officer

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on June 25, 2013.

URS PROFESSIONAL SOLUTIONS LLC
By:	/s/ James G. Angelos
	James G. Angelos
	President (principal executive officer)

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Date: June 25, 2013	By:	/s/ Kenneth L. Harbor
		Kenneth L. Harbor, Director
Date: June 25, 2013	By:	/s/ David E. Hollan
		David E. Hollan, Director
Date: June 25, 2013	By:	/s/ E. Preston Rahe
		E. Preston Rahe, Director
Date: June 25, 2013	By:	/s/ James N. Taylor
		James N. Taylor, Director
Date: June 25, 2013	By:	/s/ David A. Pethick
		David A. Pethick, Director

EXHIBIT INDEX

3.1	Restated Certificate of Incorporation of URS Corporation, as filed with the Secretary of State of Delaware on September 9, 2008 (filed as Exhibit 3.1 to the Form 8-K filed with the Securities and Exchange Commission on September 11, 2008 and incorporated herein by reference)
3.2	Bylaws of URS Corporation as amended on February 26, 2010 (filed as Exhibit 3.5 to the Form 8-K filed with the Securities and Exchange Commission on February 26, 2010 and incorporated herein by reference)
3.3*	Certificate of Limited Partnership of URS Fox US LP, as filed with the Secretary of State of Delaware on February 29, 2012
3.4*	Agreement of Limited Partnership of URS Fox US LP
3.5**	Restated and Amended Articles of Incorporation of B.P. Barber & Associates Inc. (originally incorporated as Tomlinson Engineering Company), as filed with the Secretary of State of South Carolina on December 10, 2010
3.6**	Bylaws of B.P. Barber & Associates Inc., as amended
3.7**	Articles of incorporation of E.C. Driver & Associates Inc., as filed with the Secretary of State of Florida on January 20, 1984
3.8**	By-Laws of E.C. Driver & Associates Inc., as amended
3.9**	Articles of Incorporation of Forerunner Corporation (originally incorporated as Forerunner Engineering Corporation), as amended and filed with the Secretary of State of Colorado on October 4, 2011
3.10**	Amended and Restated Bylaws of Forerunner Corporation
3.11	Articles of Incorporation of URS Construction Services, Inc., as filed with the Secretary of State of Florida on December 14, 1999 (filed as Exhibit 3.9(i) to the Form S-4/A filed with the Securities and Exchange Commission on March 5, 2003 and incorporated herein by reference)
3.12	Bylaws of URS Construction Services, Inc. (filed as Exhibit 3.9(ii) to the Form S-4/A filed with the Securities and Exchange Commission on March 5, 2003 and incorporated herein by reference)
3.13**	Articles of Incorporation of URS Corporation – North Carolina, as amended and filed with the Secretary of State of North Carolina on June 18, 2008
3.14**	Bylaws of URS Corporation – North Carolina, as amended
3.15**	Articles of Incorporation of URS Corporation (originally incorporated as Woodward-Clyde Consultants), as amended and filed with the Secretary of State of Nevada on April 7, 2000
3.16**	Amended and Restated Bylaws of URS Corporation
3.17	Articles of Incorporation of URS Corporation Great Lakes (originally incorporated as Daverman Associates, Inc.), as amended and filed with the Secretary of State of Michigan on May 23, 2000 (filed as Exhibit 3.11(i) to the Form S-4/A filed with the Securities and Exchange Commission on March 5, 2003 and incorporated herein by reference)
3.18**	Amended and Restated Bylaws of URS Corporation Great Lakes
3.19**	Articles of Incorporation of URS Corporation Southern (originally incorporated as Greiner Acquisition Corp.), as amended and filed with the Secretary of State of California on April 13, 2000

3.20**	Amended and Restated Bylaws of URS Corporation Southern
3.21**	Certificate of Amended and Restated Articles of Incorporation of URS Energy & Construction, Inc., as filed with the Secretary of State of Ohio on February 25, 2010
3.22**	Amended and Restated Regulations of URS Energy & Construction, Inc.
3.23**	Articles of Incorporation of URS Global Holdings, Inc., as filed with the Secretary of State of Nevada on July 16, 2009
3.24**	By-Laws of URS Global Holdings, Inc., as amended
3.25**	Certificate of Incorporation of URS Group, Inc. (originally incorporated as Woodward-Clyde Federal Services, Inc.), as amended and filed with the Secretary of State of Delaware on February 7, 2001
3.26**	Bylaws of URS Group, Inc., as amended
3.27**	Certificate of Incorporation of URS Holdings, Inc. (originally incorporated as Dames & Moore, Inc.), as amended and filed with the Secretary of State of Delaware on August 22, 2002
3.28**	Amended and Restated Bylaws of URS Holdings, Inc.
3.29**	Articles of Incorporation of URS International Projects, Inc. (originally incorporated as Joy MK Projects, Inc.), as amended and filed with the Secretary of State of Nevada on January 7, 2011
3.30**	Bylaws of URS International Projects, Inc., as amended
3.31**	Articles of Organization of URS Alaska, LLC, as filed with the Secretary of State of Alaska on March 17, 2008
3.32**	Operating Agreement of URS Alaska, LLC
3.33**	Certificate of Formation of Washington Demilitarization Company, LLC (originally formed as Raytheon Demilitarization Company), as amended and filed with the Secretary of State of Delaware on December 19, 2008
3.34**	Limited Liability Company Agreement of Washington Demilitarization Company, LLC
3.35**	Certificate of Formation of Washington Government Environmental Services Company LLC (originally formed as MK/BNFL GESCO LLC), as amended and filed with the Secretary of State of Delaware on December 19, 2008
3.36**	Third Amended and Restated Limited Liability Company Agreement of Washington Government Environmental Services Company LLC
3.37**	Articles of Organization of Washington Ohio Services LLC (originally formed as Morrison Knudsen LLC), as amended and filed with the Secretary of State of Nevada on December 9, 2008
3.38**	Limited Liability Company Agreement of Washington Ohio Services LLC
3.39**	Articles of Incorporation of EG&G Defense Materials, Inc., as filed with the Secretary of State of Utah on September 7, 1989
3.40**	Amended and Restated Bylaws of EG&G Defense Materials, Inc.

3.41**	Certificate of Incorporation of Lear Siegler Logistics International, Inc., as filed with the Secretary of State of Delaware on April 27, 2000
3.42**	Bylaws of Lear Siegler Logistics International, Inc., as amended
3.43**	Certificate of Incorporation of URS Federal Services, Inc., as filed with the Secretary of State of Delaware on January 7, 2010
3.44**	By-Laws of URS Federal Services, Inc.
3.45**	Certificate of Incorporation of URS Federal Services International, Inc., as filed with the Secretary of State of Delaware on February 1, 2010
3.46**	By-Laws of URS Federal Services International, Inc., as amended
3.47**	Certificate of Incorporation of URS Federal Support Services, Inc. (originally incorporated as URS-LSS Holdings, Inc.), as amended and filed with the Secretary of State of Delaware on January 6, 2010
3.48**	Amended and Restated By-Laws of URS Federal Support Services, Inc.
3.49**	Certificate of Incorporation of URS Federal Technical Services, Inc. (originally incorporated as ETS Acquisition Corporation), as amended and filed with the Secretary of State of Delaware on January 6, 2010
3.50**	Amended and Restated Bylaws of URS Federal Technical Services, Inc.
3.51**	Certificate of Incorporation of Rust Constructors Inc. (originally incorporated as Paragon Construction Company), as amended and filed with the Secretary of State of Delaware on December 19, 2008
3.52**	Amended and Restated By-Laws of Rust Constructors Inc.
3.53**	Articles of Incorporation of URS Corporation – Ohio (originally incorporated as Dalton-Dalton-Newport Inc.), as amended and filed with the Secretary of State of Ohio on December 6, 2007
3.54**	Amended and Restated Bylaws of URS Corporation – Ohio
3.55**	Certificate of Formation of URS Nuclear LLC, as filed with the Secretary of State of Delaware on December 12, 2008
3.56**	Limited Liability Company Agreement of URS Nuclear LLC
3.57	Articles of Incorporation of Aman Environmental Construction, Inc., as filed with the Secretary of State of California on March 26, 1993 (filed as Exhibit 3.2(i) to the Form S-4/A filed with the Securities and Exchange Commission on March 5, 2003 and incorporated herein by reference)
3.58**	Amended and Restated Bylaws of Aman Environmental Construction, Inc.
3.59**	Amended and Restated Certificate of Incorporation of Cleveland Wrecking Company (originally incorporated as CRI Resources, Inc.), as filed with the Secretary of State of Delaware on July 2, 2007
3.60**	Amended and Restated Bylaws of Cleveland Wrecking Company
3.61	Certificate of Incorporation of Signet Testing Laboratories, Inc., as filed with the Secretary of State of Delaware on February 6, 1998 (filed as Exhibit 3.8(i) to the Form S-4/A filed with the Securities and Exchange Commission on March 5, 2003 and incorporated herein by reference)

3.62**	Amended and Restated Bylaws of Signet Testing Laboratories, Inc.
3.63**	Certificate of Incorporation of URS Corporation – New York (originally incorporated as Edwin S. Voorhis & Son, Inc.), as amended and filed with the Secretary of State of New York on November 2, 2004
3.64**	Amended and Restated By-Laws of URS Corporation – New York
3.65**	Certificate of Incorporation of URS Operating Services, Inc. (originally incorporated as URS Consultants, Inc. – Operating and Maintenance Services), as amended and filed with the Secretary of State of Delaware on November 1, 2000
3.66**	Amended and Restated Bylaws of URS Operating Services, Inc.
3.67**	Articles of Incorporation of WGI Global Inc. (originally incorporated as Yampa Mining Co.), as amended and filed with the Secretary of State of Nevada on December 9, 2008
3.68**	Bylaws of WGI Global Inc., as amended
3.69**	Certificate of Incorporation of URS E&C Holdings, Inc. (originally incorporated as Bear Merger Sub, Inc.), as amended and filed with the Secretary of State of Delaware on February 16, 2010
3.70**	Bylaws of URS E&C Holdings, Inc., as amended
3.71**	Certificate of Incorporation of URS International, Inc. (originally incorporated as Woodward-Clyde International, Inc.), as amended and filed with the Secretary of State of Delaware on April 17, 2002
3.72**	Amended and Restated By-Laws of URS International, Inc.
3.73	Certificate of Formation of URS Resources, LLC, as filed with the Secretary of State of Delaware on September 12, 2002 (filed as Exhibit 3.5(i) to the Form S-4/A filed with the Securities and Exchange Commission on March 5, 2003 and incorporated herein by reference)
3.74**	First Amended and Restated Limited Liability Company Agreement of URS Resources, LLC
3.75**	Certificate of Formation of URS Professional Solutions LLC (originally formed as WSMS LLC), as amended and filed with the Secretary of State of Delaware on August 6, 2012
3.76**	Fifth Amended and Restated Limited Liability Company Agreement of URS Professional Solutions LLC
4.1	Indenture, dated as of March 15, 2012, among URS Corporation, URS Fox US LP and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to the Form 8-K filed with the Securities and Exchange Commission on March 20, 2012 and incorporated herein by reference)
4.2	First Supplemental Indenture, dated as of March 15, 2012, among URS Corporation, URS Fox US LP, the guarantors party thereto and U.S. Bank National Association, including the form of 3.850% Senior Notes due 2017 of URS Corporation and URS Fox US LP (filed as Exhibit 4.2 to the Form 8-K filed with the Securities and Exchange Commission on March 20, 2012 and incorporated herein by reference)
4.3	Second Supplemental Indenture, dated as of March 15, 2012, among URS Corporation, URS Fox US LP, the guarantors party thereto and U.S. Bank National Association, including the form of 5.000% Senior Notes due 2022 of URS Corporation and URS Fox US LP (filed as Exhibit 4.3 to the Form 8-K filed with the Securities and Exchange Commission on March 20, 2012 and incorporated herein by reference)

4.4	Third Supplemental Indenture, dated as of May 14, 2012, among URS Corporation, URS Fox US LP, the guarantors party thereto and U.S. Bank National Association (filed as Exhibit 4.6 to the Form 8-K filed with the Securities and Exchange Commission on May 18, 2012 and incorporated herein by reference)
4.5	Fourth Supplemental Indenture, dated as of September 24, 2012, among URS Corporation, URS Fox US LP, the guarantors party thereto and U.S. Bank National Association (filed as Exhibit 4.2 to the Form 8-K filed with the Securities and Exchange Commission on September 26, 2012 and incorporated herein by reference)
4.6	Registration Rights Agreement, dated as of March 15, 2012, among URS Corporation, URS Fox US LP, the guarantors party thereto and Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, as representatives of the several initial purchasers (filed as Exhibit 4.4 to the Form 8-K filed with the Securities and Exchange Commission on March 20, 2012 and incorporated herein by reference)
5.1**	Opinion of Latham & Watkins LLP
5.2**	Opinion of Patton Boggs, LLP
5.3**	Opinion of in-house counsel of URS Corporation
5.4**	Opinion of Cozen O’Connor, P.C.
5.5**	Opinion of Dickinson Wright PLLC
5.6**	Opinion of Parsons Behle & Latimer PLC (Nevada)
5.7**	Opinion of Parsons Behle & Latimer PLC (Utah)
5.8**	Opinion of Smith Moore Leatherwood LLP, Raleigh, North Carolina
5.9**	Opinion of in-house counsel of URS Corporation
5.10**	Opinion of Smith Moore Leatherwood LLP, Greenville, South Carolina
12.1**	Computation of Ratio of Earnings to Fixed Charges
23.1**	Consent of Latham & Watkins LLP (included in Exhibit 5.1)
23.2**	Consent of PricewaterhouseCoopers LLP
23.3**	Consent of Patton Boggs, LLP (included in Exhibit 5.2)
23.4**	Consent of in-house counsel of URS Corporation (included in Exhibit 5.3)
23.5**	Consent of Cozen O’Connor, P.C. (included in Exhibit 5.4)
23.6**	Consent of Dickinson Wright PLLC (included in Exhibit 5.5)
23.7**	Consent of Parsons Behle & Latimer PLC (Nevada) (included in Exhibit 5.6)
23.8**	Consent of Parsons Behle & Latimer PLC (Utah) (included in Exhibit 5.7)
23.9**	Consent of Smith Moore Leatherwood LLP, Raleigh, North Carolina (included in Exhibit 5.8)
23.10**	Consent of in-house counsel of URS Corporation (included in Exhibit 5.9)
23.11**	Consent of Smith Moore Leatherwood LLP, Greenville, South Carolina (included in Exhibit 5.10)
24.1*	Power of Attorney (included on signature page of the registration statement)
25.1*	Statement of Eligibility on Form T-1 of U.S. Bank National Association, as the Trustee under the Indenture
99.1*	Form of Letter of Transmittal
99.2*	Form of Notice of Guaranteed Delivery
99.3*	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
99.4*	Form of Letter to Clients

* Previously filed.

** Filed herewith.

EX-3.5

Exhibit 3.5

CHARTER

BY THE SECRETARY OF STATE

The State of South Carolina

EXECUTIVE DEPARTMENT

WHEREAS, [ILLEGIBLE]

did on the 20th day of June A.D., 1916, file with the Secretary of State a written

Declaration, signed by themselves, setting forth:

FIRST: The names and residences of the said petitioners to be as above given.

SECOND: The name of the proposed corporation be that of

Tomlinson Engineering Company Columbia S.C.

THIRD: The principal place of business of the corporation will be

FOURTH: The general of the corporation, and the nature of business it proposes to do.

To conduct a general civil engineering and contrasting business; to issue bonds notes or other evidences of indebtedness and to secure by the liens on the corporate property; to make contracts and to turn to account contracts already made of every kind; to acquire, hold mortgage, lease transfer and convey real and personal property of all kinds and wherever located and to do all things necessary to carry out the ends and promote the interests of an engineering and contracting company.

and wherever located and to do all things necessary to carry out the ends and promote the interests of an engineering and contracting company.

STATE OF SOUTH CAROLINA

EXECUTIVE DEPARTMENT

Pursuant to law, The Capital Stock of the within

Corporation has been this day decreased to

the sum of $4,000.00 Dollars

Four Thousand Dollars

Gl on under my hand and the seal of the

State at Columbia, the 26th

day of March A.D. 1955

O. Frank Thornton

Secretary of State

FIFTH: The amount of the capital stock to be Ten Thousand (10,000) Dollars, and the number of shares into which the same is to be divided to be One Hundred (100) of the par value of One Hundred (100) Dollars each.

SIXTH: The capital stock to be payable as set forth in the Declaration and Petition.

AND WHEREAS, On 20th day of June A.D. 1916, the date above named, petitioners were commissioned by me a Board of Corporators;

AND WHEREAS, The said Board of Corporators, on the 15th day of July 1916, did file with the Secretary of State their return in writing, over their signatures, certifying, among other things, that pursuant to published notice as required in the commission of the said Corporators, the books of subscription to the capital stock of the aforesaid Company were duly opened, and that thereupon fifty per centum of the capital stock was subscribed by bona fide stockholders. That thereupon a meeting of stockholders was called, and the aforesaid Company was duly organized by the election of a Board of Directors, and other necessary officers. That, furthermore, they have complied with all the requirements of the Code of Laws of the State of South Carolina, of 1912, and all Acts or parts of Acts amendatory thereto;

NOW, THEREFORE, I, R. M. McCOWN, Secretary of State, by virtue of the authority in me vested by the aforesaid Code and Acts amendatory thereto, do hereby certify that the said Company has been fully organized according to the laws of South Carolina, under the name and for the purposes indicated in their written declaration, and that they are fully authorized to commence business under their charter, and I do hereby direct that this certificate be recorded in the office of the Register of Meane Conveyance in each county where such Corporation shall have a business office.

Seal

GIVEN under my hand and the seal of the State, at Columbia, this 15th day of July in the year of our Lord one thousand nine hundred and 16 and in the one hundred and thirty [ILLEGIBLE] year of the Independence of the United States of America.

[ILLEGIBLE] Secretary of State

51

THE STATE OF SOUTH CAROLINA

EXECUTIVE DEPARTMENT

By the Secretary of State

Whereas, B.P. BARBER, JOSEPH KEELS, L.A. EMERSON and E.E. EDWARDS,

TOMLINSON ENGINEERING COMPANY (Columbia, S.C.) a majority of the Board of Directors of a corporation created under and pursuant to the laws of South Carolina, by certificate issued by the Secretary of State on the 15th day of July, A. D. 1916,

HAVE CERTIFIED, over their signatures, Resolutions authorizing in behalf of the aforesaid Corporation to change the name of the corporation to:

BARBER, KEELS & ASSOCIATES, INC.

(authorized and set forth in the certificate aforesaid), which Resolutions were adopted pursuant to law, at a meeting of the stockholders of the aforesaid Corporation, of which thirty days’ notice was given, which notice stated the purpose of the aforesaid meeting, and further, that said Resolutions were adopted by a majority vote, and that in all respects there has been complied with the provisions of Section 7741 Code of Laws of South Carolina, 1942, and all amendments thereto.

NOW, THEREFORE. I, W.P. Blackwell Secretary of State, by virtue of the authority in me vested by Chapter 153, of the Code of Laws of South Carolina, 1942, and amendments thereto, and all Acts or parts of Acts me thereto enabling, do hereby certify that the requirements of law for said amendment have been complied with, and for good and sufficient reasons to me appearing, do hereby certify that the charter of the aforesaid Company has been so amended.

GIVEN under my hand and the seal of the State at Columbia, this 1st day of April, in the year of our Lord One Thousand nine hundred and 48 and in the one hundred and seventy-second year of the Independence of the United States of America.

W. P. BLACKWELL,

Secretary of State.

117

THE STATE OF SOUTH CAROLINA

EXECUTIVE DEPARTMENT

By the Secretary of State

Whereas, B. P. Barber, Joseph Keels, L. A. Emerson

BARBER, KEELS & ASSOCIATES, INC. a majority of the Board of Directors of a corporation created under and pursuant to the laws of South Carolina, by certificate issued by the Secretary of State on the      day of         , A.D. 1916.

HAVE CERTIFIED, over their signatures, Resolutions authorizing in behalf of the aforesaid Corporation amend charter by changing name to

B. P. BARBER & ASSOCIATES, INC.

(authorized and set forth in the certificate aforesaid), which Resolutions were adopted pursuant to law, at a meeting of the stockholders of the aforesaid Corporation, of which thirty days’ notice was given, which notice stated the purpose of the aforesaid meeting, and further, that said Resolutions were adopted by a majority vote, and that in all respects there has been complied with the provisions of Title 12, Chapter 7, Article 1, Code of Laws of South Carolina, 1952, and all amendments thereto.

NOW, THEREFORE, I,                                          Secretary of State, by virtue of the authority in me vested by Chapter aforesaid, of the Code of Laws of South Carolina, 1952, and amendments thereto, do hereby certify that the requirements of law for said amendment have been complied with, and for good and sufficient reasons to me appearing, do hereby certify that the charter of the aforesaid Company has been so amended.

GIVEN under my hand and the seal of the State at Columbia, this 6th day of January, in the year of our Lord One Thousand nine hundred and 55 and in the one hundred and 79th year of the Independence of the United States of America.

O. FRANK THORNTON,

Secretary of State.

126

THE STATE OF SOUTH CAROLINA

EXECUTIVE DEPARTMENT

By the Secretary of State

Whereas, B. P. Barber, L. A. Emerson and E. E. Edwards

B. P. BARBER & ASSOCIATES, INC. (Columbia, S. C.) a majority of the Board of Directors of a corporation created under and pursuant to the laws of South Carolina, by certificate issued by the Secretary of State on the 20th. day of June A. D. 1916

HAVE CERTIFIED over their signatures, Resolutions authorizing in behalf of the aforesaid Corporation an decreased of the Capital Stock (authorized and set forth in the certificate aforesaid) to the sum of FOUR THOUSAND ($4,000.00) — Dollars; which Resolutions were adopted pursuant to law, at a meeting of the stockholders of the aforesaid Corporation, of which published notice was given once a week for four successive weeks, which notice stated the purpose of the aforesaid meeting; and further, that said Resolutions were adopted by a two-thirds vote, and that in all respects there has been complied with the provisions of Title 12, Chapter 4, Article 7, Code of Laws of South Carolina, 1952, and all amendments thereto.

NOW, THEREFORE, I, O. Frank Thornton, Secretary of State, by virtue of the authority in me vested by Title 12, Chapter 4, Article 7 of the Code of Laws of South Carolina, 1952, and amendments thereto, have this day endorsed across the face of the aforesaid Certificate of Incorporation or original Charter, authority of increase, as aforesaid, and hereby certify that the requirements of law for decrease will have been complied with when this Certificate and the endorsement across the face of the original Charter aforesaid is lodged for record in the office of the Register of Mesne Conveyance or Clerk of Court in each County in which the said Corporation shall have a business office.

GIVEN under my hand and the seal of the State, at Columbia, this 26th. day of March in the Year of Our Lord one thousand nine hundred and Fifty-Five and in the one hundred and 79th. year of the Independence of the United States of America.

O. Frank Thornton

    Secretary of State.

  STATE OF SOUTH CAROLINA SECRETARY OF STATE   RESTATED AND AMENDED ARTICLES OF INCORPORATION   OF   B. P. BARBER & ASSOCIATES, INC.

Pursuant to §33-10-107 of the 1976 South Carolina, as amended, the corporation hereby submits the following information:

1. The name of the Corporation is B. P. Barber & Associates, Inc.

2. If the name of the Corporation has ever been changed, all of its former names:

a)	Barber, Keels & Associates, Inc.
	(name specified in original articles of incorporation)
b)	Tomlinson Engineering Company
c)

3. The original articles of incorporation were filed on July 15, 1916.

4. The registered office of the corporation is 2611 Forest Drive in the city of Columbia, South Carolina 29204-2379 and the registered agent at such address is G. Keith McLeod, Jr..

I hereby consent to the appointment as registered agent of the corporation.

5. The corporation is authorized to issue shares of stock as follows. Complete a or b, whichever is applicable:

a. [X] If the corporation is authorized to issue a single class of shares, the total number of shares authorized is 400.

99-043889CC

b.	[    ]	The corporation is authorized to issue more than one class of shares:
		Class of Shares	Authorized No. of Each Class
	Any presently authorized shares of common stock outstanding immediately prior to the change in capital structure (82.25 issued shares, 100 authorized shares, $100.00 par value) shall be exchanged into 329 issued 400 authorized shares of common stock having $25.00 par value.

6. The optional provisions which the corporation elects to include in the articles of incorporation are as follows (See §33-2-101 and the applicable comments thereto; and §§35-2-105 and 35-2- 221 of the South Carolina Code):

a. The corporation shall hereafter be a statutory close corporation, pursuant to Chapter 18, Title 33 of the 1976 South Carolina Code, as amended.

b. Section 33-18-250 of the South Carolina Statutory Close Supplement shall apply. Sections 33-18-110 through 33-18-130 of the Code of Laws of South Carolina, 1976, as amended to the date of the filing of the restated articles shall not apply, nor any optional provision.

c. Shares of stock shall not have preemptive rights as set forth in Section 33-6-300 of the Code of Laws of South Carolina, 1976, or corresponding provisions of subsequent law.

d. Cumulative Voting. In any election of directors of the Corporation, no shareholder shall have the right to cumulate his vote.

7. Unless a delayed effective date is specified, this application will be effective upon acceptance for filing by the Secretary of State (See §33-1-230(b)):            

CERTIFICATE

Accompanying the Restated

Articles of Incorporation

Check either A or B, whichever is applicable; and if B applies, complete the additional information requested:

A. [    ] The attached restated articles of incorporation do not contain any amendments to the corporation’s articles of incorporation and have been duly approved by the corporation’s board of directors as authorized by §33-10-107(a).

B. [X] The attached restated articles of incorporation contain one or more amendments to the corporation’s articles of incorporation. Pursuant to Section 33-10-107(d)(2), the following information concerning the amendment(s) is hereby submitted:

1. On September 28, 1999, the corporation adopted the following amendments(s) to its articles of incorporation: (Type or Attach the Complete Text of Each Amendment): See attached.

2. The manner, if not set forth in the amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the Amendment shall be effected, is as follows: (if not applicable, insert “not applicable” or “NA”).

3. Complete either a or b, whichever is applicable.

a. [X] Amendment(s) adopted by shareholder action.

At the date of adoption of the Amendment, the number of outstanding shares of each voting group entitled to vote separately on the Amendment, and vote of such shares was:

Voting Group	Number of Outstanding Shares		Number of Votes Entitled  to be Cast		Number of Votes Represented at the Meeting		Number of Undisputed* Shares Voted For/Against
Common Stock		82.25		82.25		82.25		82.25/0

b. [    ] The amendment(s) was duly adopted by the Incorporators or broad of directors without shareholder approval pursuant to §33-6-102(d), 33-10-102 and 33-10-105 of the 1976 South Carolina Code as amended, and shareholder action was not required.

DATE:	September 28, 1999	B. P. BARBER & ASSOCIATES, INC.
		By:	/s/ G. Keith McLeod, Jr.
			(Signature)
		G. Keith McLeod, Jr., President
		(Type or Print Name and Office)

*NOTE: Pursuant to Section 33-10-106(6)(I), the corporation can alternatively State the total number of undisputed shares cast for the amendment by each voting group together with a statement that the number of cast for the amendment by each voting group was sufficient for approval by that voting group.

  STATE OF SOUTH CAROLINA SECRETARY OF STATE   NOTICE OF CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT OR BOTH OF A SOUTH CAROLINA OR FOREIGN CORPORATION

TYPE OR PRINT CLEARLY IN BLACK INK

Pursuant to Sections 33-5-102 and 33-15-108 of the 1976 South Carolina Code of Laws, as amended, the undersigned corporation submits the following information.

1. The name of the corporation is B.P. Barber & Associates, Inc..

2. The corporation is (complete either a or b, whichever is applicable):

a. a domestic corporation incorporated in South Carolina on July 15, 1916; or

b. a foreign corporation incorporated in                                          on                     ,

State                              Date

and authorized to do business in South Carolina on                     .

Date

3. The street address of the present registered office in South Carolina is 2611 Forest Drive

                                              Street Address

in the city of Columbia, South Carolina 29204-2379.

Zip Code

4. If the current registered office is to be changed, the street address to which its registered office

is to be changed is 101 Research Drive in the city of Columbia.

  Street Address

South Carolina 29203.

Zip Code

5. The name of the present registered agent is G. Keith McLeod, Jr..

6. If the current registered agent is to be changed, the name of the successor registered agent is                                         .

*I hereby consent to the appointment as registered agent of the corporation:

Signature of New Registered Agent

7. The address of the registered office and the address of the business office of the registered agent, as changed, will be identical.

8. Unless a delayed date is specified, this will be effective upon acceptance for filing by the Secretary of State (Sea Section 22-1-230(b)) of the 1976 South Carolina Code of Laws, as amended                                                                          .

B. P. Barber & Associates, Inc.

NAME OF CORPORATION

* Pursuant to Sections 33-9-102(5) and 33-19-108(5) of the 1976 South Carolina Code of Laws, as amended, the written consent of the registered agent may by attached to this form.

Date	7/29/04	B.P. Barber & Associates, Inc.
		Name of Corporation
		/s/ G. Keith McLeod, Jr.
		Signature
		G. Keith McLeod, Jr., President
		Type or Print Name and Title

FILING INSTRUCTIONS

1. Two copies of this form, the original and either a duplicate or a conformed copy must be filed.

2. Filing Fee (payable to the Secretary of State at the time of filing this document) -$10.00.

3. Pursuant to Section 33-5-102(b) of the 1976 South Carolina Code of Laws, as amended, the registered agent can file this when the only change is the street address of the registered office. In this situation, the following statement should be typed on the form above the registered agent’s signature. “The corporation has been notified of this change.” In this case the filing fee is $2.00.

Return to: Secretary of State PO Box 11350 Columbia, SC 29211

UOM-NOTICE OF CHG OF REG OFFICE OR AGT FORM REVISED BY SOUTH CAROLINA SECRETARY OF STATE, MAY 1999

  STATE OF SOUTH CAROLINA SECRETARY OF STATE   RESTATED AND AMENDED ARTICLES OF INCORPORATION   OF   B. P. BARBER & ASSOCIATES, INC.

Pursuant to §33-10-107 of the 1976 South Carolina, as amended, the corporation hereby submits the following information:

1. The name of the Corporation is B. P. Barber & Associates, Inc.

2. If the name of the Corporation has ever been changed, all of its former names:

a)	Tomlinson Engineering Company
	(name specified in original articles of incorporation)
b)	Barber, Keels & Associates, Inc.

3. The original articles of Incorporation were filed on July 15, 1916.

4. The registered office of the corporation is 101 Research Drive in the city of Columbia, South Carolina 29203 and the registered agent at such address is G. Keith McLeod, Jr..

I hereby consent to the appointment as registered agent of the corporation.

/s/ G. Keith McLeod

G. Keith McLeod, Jr.

5. The corporation is authorized to issue shares of stock as follows. Complete a or b, whichever is applicable:

a.	[    ]	If the corporation is authorized to issue a single class of shares, the total number of shares authorized is                     .
b.	[X]	The corporation is authorized to issue more than one class of shares:
		Class of Shares	Authorized No. of Each Class
		Voting Common Shares	2,000        no par
		Nonvoting Common Shares	6,000        no par

1

B.P. Barber & Associates, Inc.

Name of Corporation

The relative rights, preferences, and limitations of the shares of each class, and each series within a class, are as follows:

Any presently authorized shares of common stock outstanding immediately prior to the change in capital structure (321 issued shares, 400 authorized shares, $25.00 par value) shall be exchanged into 1,605 issued, 2,000 authorized shares of common stock having no par value.

Except as otherwise provided by law, holders of Nonvoting Common shares shall not have any right to vote, for any purpose, on any matter whatsoever, and shall not be entitled to receive notice of any meetings of shareholders in which they are not entitled to vote. (The foregoing shall not affect the rights of holders of voting and nonvoting shares to vote their voting shares and to receive notices of meetings at which they are entitled to vote their voting shares.) Except as to voting rights, the relative rights, privileges, and limitations of the Voting Common shares and Non-Voting Common shares, including, but not limited to, the right to receive dividends and assets on liquidation, shall in all respects be identical, share for share.

6. The optional provisions which the corporation elects to include in the articles of incorporation are as follows (See §33-2-101 and the applicable comments thereto; and §§35- 2-105 and 35-2-221 of the South Carolina Code):

a. The corporation shall hereafter be a statutory close corporation, pursuant to Chapter 18, Title 33 of the 1976 South Carolina Code, as amended.

b. Section 33-18-250 of the South Carolina Statutory Close Supplement shall apply. Sections 33-18-110 through 33-18-130 of the Code of Laws of South Carolina, 1976, as amended to the date of the filing of the restated articles shall not apply, nor any optional provision.

c. Shares of stock shall not have preemptive rights as set forth in Section 33-6-300 of the Code of Laws of South Carolina, 1976, or corresponding provisions of subsequent law.

d. Cumulative Voting. In any election of directors of the Corporation, no shareholder shall have the right to cumulate his vote.

7. Unless a delayed effective date is specified, this application will be effective upon acceptance for filing by the Secretary of State (See §33-1-230(b)):                                         

2

B.P. Barber & Associates, Inc.

Name of Corporation

CERTIFICATE

Accompanying the Restated

Articles of Incorporation

Check either A or B, whichever is applicable; and if B applies, complete the additional information requested:

A. [    ] The attached restated articles of incorporation do not contain any amendments to the corporation’s articles of incorporation and have been duly approved by the corporation’s board of directors as authorized by §33-10-107(a).

B. [X] The attached restated articles of incorporation contain one or more amendments to the corporation’s articles of incorporation. Pursuant to Section 33-10-107(d)(2), the following information concerning the amendment(s) is hereby submitted:

1. On January 27, 2005, the corporation adopted the following amendment(s) to its articles of incorporation: (Type or Attach the Complete Text of Each Amendment):

1. The Corporation’s authorized capital stock shall be increased from Four Hundred (400) shares of common stock with a par value of Twenty-Five ($25.00) Dollars per share to Two Thousand (2,000) shares of common stock with no par value. Each presently authorized shares outstanding immediately prior to such increase shall be split into Five (5) shares of common stock.

2. The authorized capital stock shall also include 6,000 shares of non voting common stock with no par value.

3. Except as otherwise provided by law, holders of Nonvoting Common shares shall not have any right to vote, for any purpose, on any matter whatsoever, and shall not be entitled to receive notice of any meetings of shareholders in which they are not entitled to vote. (The foregoing shall not affect the rights of holders of voting and nonvoting shares to vote their voting shares and to receive notices of meetings at which they are entitled to vote their voting shares.) Except as to voting rights, the relative rights, privileges, and limitations of the Voting Common shares and Non-Voting Common shares, including, but not limited to, the right to receive dividends and assets on liquidation, shall in all respects be identical, share for share.

3

B.P. Barber & Associates, Inc.

Name of Corporation

2. The manner, if not set forth in the amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the Amendment shall be effected, is as follows: (if not applicable, insert “not applicable” or “NA”).

3. Complete either a or b, whichever is applicable.

a. [X] Amendment(s) adopted by shareholder action.

At the date of adoption of the Amendment, the number of outstanding shares of each voting group entitled to vote separately on the Amendment, and vote of such shares was:

Voting Group	Number of Outstanding Shares		Number of Votes Entitled  to be Cast		Number of Votes Represented at the Meeting		Number of Undisputed* Shares Voted For/Against
Common Stock		321		321		321	321 For 0 Against

b. [    ] The amendment(s) was duly adopted by the Incorporators or broad of directors without shareholder approval pursuant to §33-6-102(d), 33-10-102 and 33-10-105 of the 1976 South Carolina Code as amended, and shareholder action was not required.

		B. P. BARBER & ASSOCIATES, INC.
DATE:	1/27/05	By:	/s/ G. Keith McLeod, Jr.
			(Signature)
		G. Keith McLeod, Jr., President
		(Type or Print Name and Office)

*NOTE: Pursuant to Section 33-10-106(6)(I), the corporation can alternatively State the total number of undisputed shares cast for the amendment by each voting group together with a statement that the number of cast for the amendment by each voting group was sufficient for approval by that voting group.

4

STATE OF SOUTH CAROLINA SECRETARY OF STATE ARTICLES OF AMENDMENT   To The Articles of Incorporation of   B. P. BARBER & ASSOCIATES, INC.   (File This Form In Duplicate)    

Pursuant to Authority of Section 12-19.6 the South Carolina Code of 1962 as amended, the undersigned Corporation adopts the following Articles of Amendment to its Articles of Incorporation:

1. The name of the Corporation is B. P. BARBER & ASSOCIATES, INC.

2. The Registered Office of the Corporation is 1516 Calhoun Street

                                                     (Street and No.)

in the City of Columbia, County of Richland and the State of South Carolina and the name of the Registered Agent at such address is Harold J. Wrenn.

(Complete item 3 or 4 whichever is relevant)

3.      a. The following Amendment of the Articles of Incorporation was adopted by the shareholders of the Corporation on April     , 1977.

(Text of Amendment)

The number of shares of common stock which the Corporation is authorized to issue in increased from forty (40) shares to one hundred (100) shares of One Hundred Dollars ($100.00) par value per share to one hundred (100) shares of par value of One Hundred Dollars ($100.00) per share and the total authorized capital stock is increased from Four Thousand Dollars ($4,000.00) to Ten Thousand Dollars ($10,000.00).

b. At the date of adoption of the Amendment, the total number of all outstanding shares of the Corporation was 40. The total of such shares entitled to vote and the vote of such shares was:

Total Number of Shares Entitled to vote	Number of Shares Voted
	For		Against
40		40		0

ARTICLES OF AMENDMENT (Continued)

c. At the date of adoption of the Amendment the number of outstanding shares of each class entitled to vote as a class on the Amendment and the vote of such shares was (if inapplicable, insert “none”)

	Number of Shares	Number of Shares Voted
Class	Entitled to Vote	For	Against

NOT APPLICABLE

4.    a. Prior to the organizational meeting the Corporation and with the consent of the subscribers, the following Amendment was adopted by the Incorporator (s) on                     .

(Text of Amendment)

NOT APPLICABLE

b. The number of withdrawals of subscribers, if such be the case is                         .

c. The number of Incorporators are                      and the number voting for the Amendment was                          and the number voting against the Amendment was                     .

5. The manner, if not set forth in the Amendment, in which any exchange, reclassification, or cancellation or issued shares provided for in the Amendment shall be effected, is as follows: (if not applicable insert “no change”)

NO CHANGE

6. The manner in which the Amendment effects a change in the amount of stated capital, and amount of stated capital, expressed in dollars, as changed by the Amendment, is as follows: (if not applicable, insert “no change”)

NO CHANGE

Date	October 6, 1977	B. P. BARBER & ASSOCIATES, INC.
		(Name of Corporation)
		[ILLEGIBLE]
		Harold S. Wrenn, President
		[ILLEGIBLE]
Note:	Any person signing this form shall either opposite or beneath his signature, clearly and legibly state his name and the capacity in which he signs. Must be signed in accordance with Section (4.4) Act of 1962 (12-11.4). Supplement Code 1962.	Elmer H. Williamson, Jr., Secretary

STATE OF South Carolina		ss:
COUNTY OF Richland

The undersigned Harold S. Wrenn and Elmer H. Williamson, Jr. do hereby certify that they are the duly elected and acting President and Secretary respectively, of B. P. Barber & Associates, Inc. and are authorized to execute this document: that each of the undersigned for himself does hereby further certify that he signed and was so authorized, has read the foregoing document, understands the meaning and purport of the statements therein contained and the same are true to the best of his information and belief.

Dated at Columbia, S. C., this 6th day of October     , 1977.

[ILLEGIBLE]

[ILLEGIBLE]

SCHEDULE OF FEES

(Payable at time of filing application with Secretary of State)

Filing Fee	$	5.00
Taxes		40.00
Total Fee	$	45.00

Note: If The Amendment effects an increase in capital stock, in lieu of the above, the filing fees will be as follows:

Fee for filing application	$	5.03
In addition to the above, $ .40 for each $ 1,000.00 of the total increase in the aggregate value of authorized shares, but in no case less than		40.00
nor more than		1,000.00

STATE OF SOUTH CAROLINA SECRETARY OF STATE   NOTICE OF CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT OR BOTH OF A SOUTH CAROLINA OR FOREIGN CORPORATION

Pursuant to §§33-5-102 and 33-15-100 of the 1976 South Carolina Code, as amended, the undersigned corporation submits the following information.

1. The name of the corporation is B.P. Barber & Associates, Inc.

2. The corporation is (complete either a or b, whichever is applicable):

a. a domestic corporation incorporated in South Carolina on July 15, 1916; or

b. a foreign corporation incorporated in                          on                     , and

                                         (State)                  (Date)

authorized to do business in South Carolina on                     .

                                               (Date)

3. The street address of the current registered office in South Carolina is 1418 Marion Street

                                                                                (Street & Number)

in the city of Columbia, South Carolina 29201.

                             (Zip Code)

4. If the current registered office is to be changed, the street address to which its registered office

is to be changed is 2611 Forest Drive in the city of Columbia South Carolina 29204

    (Street & Number)                                                             (Zip Code)

5. The name of the present registered agent is B.P. Barber & Associates, Inc..

6. If the current registered agent is to be changed, the name of the successor registered agent is James M. Longshore.

* I hereby consent to the appointment as registered agent of the corporation:

The corporation has been notified of this change.

(signature of New Registered Agent)

7. The address of the registered office and the address of the business office of the registered agent, as changed, will be identical.

8. Unless a delayed date is specified, this application will be effective upon acceptance for filing by the Secretary of State (See §33-1-230(b)):                                              .

* Pursuant to §§33-9-102(5) and 33-19-108(5), the written consent of the registered agent may be attached to this form.

9. Dated this 1st day of March, 1990.

	B.P. Barber & Associates, Inc.
	(Name of Corporation)
By:	/s/ Hazel L. Elliott
	Hazel L. Elliott
	Secretary
	(Type or Print Name and Title)

FILING INSTRUCTIONS

1. Two copies of this form, the original and either a duplicate original or a conformed copy must be filed.

2. Filing Fee (payable to the Secretary of State at the time of filing this document) — $10.00

3 Pursuant to § 33-5-102(b), the registered agent can file this form when the only change is changing the street address of the registered in this situation, the following statement should be typed on the form above the registered agent’s signature: “The corporation has been notified of this change.”

Form Approved by South Carolina

Secretary of State 1/89

  STATE OF SOUTH CAROLINA SECRETARY OF STATE   RESTATED AND AMENDED ARTICLES OF INCORPORATION   OF   B. P. BARBER & ASSOCIATES, INC.

Pursuant to §33-10-107 of the 1976 South Carolina, as amended, the corporation hereby submits the following information:

1. The name of the Corporation is B. P. Barber & Associates, Inc.

2. If the name of the Corporation has ever been changed, all of its former names:

a)	Barber, Keels & Associates, Inc.
	(name specified in original articles of incorporation)
b)	Tomlinson Engineering Company
c)

3. The original articles of incorporation were filed on July 15, 1916.

4. The registered office of the corporation is 2611 Forest Drive in the city of Columbia, South Carolina 29204-2379 and the registered agent at such address is G. Keith McLeod, Jr..

I hereby consent to the appointment as registered agent of the corporation.

5. The corporation is authorized to issue shares of stock as follows. Complete a or b, whichever is applicable:

a. [X] If the corporation is authorized to issue a single class of shares, the total number of shares authorized is 400.

99-043889CC

b.	[    ]	The corporation is authorized to issue more than one class of shares:
		Class of Shares	Authorized No. of Each Class
	Any presently authorized shares of common stock outstanding immediately prior to the change in capital structure (82.25 issued shares, 100 authorized shares, $100.00 par value) shall be exchanged into 329 issued 400 authorized shares of common stock having $25.00 par value.

6. The optional provisions which the corporation elects to include in the articles of incorporation are as follows (See §33-2-101 and the applicable comments thereto; and §§35-2-105 and 35-2- 221 of the South Carolina Code):

a. The corporation shall hereafter be a statutory close corporation, pursuant to Chapter 18, Title 33 of the 1976 South Carolina Code, as amended.

b. Section 33-18-250 of the South Carolina Statutory Close Supplement shall apply. Sections 33-18-110 through 33-18-130 of the Code of Laws of South Carolina, 1976, as amended to the date of the filing of the restated articles shall not apply, nor any optional provision.

c. Shares of stock shall not have preemptive rights as set forth in Section 33-6-300 of the Code of Laws of South Carolina, 1976, or corresponding provisions of subsequent law.

d. Cumulative Voting. In any election of directors of the Corporation, no shareholder shall have the right to cumulate his vote.

7. Unless a delayed effective date is specified, this application will be effective upon acceptance for filing by the Secretary of State (See §33-1-230(b)):                    

CERTIFICATE

Accompanying the Restated

Articles of Incorporation

Check either A or B, whichever is applicable; and if B applies, complete the additional information requested:

A. [    ] The attached restated articles of incorporation do not contain any amendments to the corporation’s articles of incorporation and have been duly approved by the corporation’s board of directors as authorized by §33-10-107(a).

B. [X] The attached restated articles of incorporation contain one or more amendments to the corporation’s articles of incorporation. Pursuant to Section 33-10-107(d)(2), the following information concerning the amendment(s) is hereby submitted:

1. On September 28, 1999, the corporation adopted the following amendments(s) to its articles of incorporation: (Type or Attach the Complete Text of Each Amendment): See attached.

2. The manner, if not set forth in the amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the Amendment shall be effected, is as follows: (if not applicable, insert “not applicable” or “NA”).

3. Complete either a or b, whichever is applicable.

a. [X] Amendment(s) adopted by shareholder action.

At the date of adoption of the Amendment, the number of outstanding shares of each voting group entitled to vote separately on the Amendment, and vote of such shares was:

Voting Group	Number of Outstanding Shares		Number of Votes Entitled  to be Cast		Number of Votes Represented at the Meeting		Number of Undisputed* Shares Voted For/Against
Common Stock		82.25		82.25		82.25		82.25/0

b. [    ] The amendment(s) was duly adopted by the Incorporators or broad of directors without shareholder approval pursuant to §33-6-102(d), 33-10-102 and 33-10-105 of the 1976 South Carolina Code as amended, and shareholder action was not required.

DATE:	September 28, 1999	B. P. BARBER & ASSOCIATES, INC.
		By:	/s/ G. Keith McLeod, Jr.
			(Signature)
		G. Keith McLeod, Jr., President
		(Type or Print Name and Office)

*NOTE: Pursuant to Section 33-10-106(6)(I), the corporation can alternatively State the total number of undisputed shares cast for the amendment by each voting group together with a statement that the number of cast for the amendment by each voting group was sufficient for approval by that voting group.

  STATE OF SOUTH CAROLINA SECRETARY OF STATE   NOTICE OF CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT OR BOTH OF A SOUTH CAROLINA OR FOREIGN CORPORATION

TYPE OR PRINT CLEARLY IN BLACK INK

Pursuant to Sections 33-5-102 and 33-15-108 of the 1976 South Carolina Code of Laws, as amended, the undersigned corporation submits the following information.

1. The name of the corporation is B.P. Barber & Associates, Inc..

2. The corporation is (complete either a or b, whichever is applicable):

a. a domestic corporation incorporated in South Carolina on July 15, 1916; or

b. a foreign corporation incorporated in                                          on                     ,

State                              Date

and authorized to do business in South Carolina on                     .

Date

3. The street address of the present registered office in South Carolina is 2611 Forest Drive

                                              Street Address

in the city of Columbia, South Carolina 29204-2379.

Zip Code

4. If the current registered office is to be changed, the street address to which its registered office

is to be changed is 101 Research Drive in the city of Columbia,

  Street Address

South Carolina 29203.

Zip Code

5. The name of the present registered agent is G. Keith McLeod, Jr..

6. If the current registered agent is to be changed, the name of the successor registered agent is                                         .

*I hereby consent to the appointment as registered agent of the corporation:

Signature of New Registered Agent

7. The address of the registered office and the address of the business office of the registered agent, as changed, will be identical.

8. Unless a delayed date is specified, this will be effective upon acceptance for filing by the Secretary of State (See Section 22-1-230(b)) of the 1976 South Carolina Code of Laws, as amended                                                                          .

B. P. Barber & Associates, Inc.

NAME OF CORPORATION

* Pursuant to Sections 33-9-102(5) and 33-19-108(5) of the 1976 South Carolina Code of Laws, as amended, the written consent of the registered agent may by attached to this form.

Date	7/29/04	B.P. Barber & Associates, Inc.
		Name of Corporation
		/s/ G. Keith McLeod, Jr.
		Signature
		G. Keith McLeod, Jr., President
		Type or Print Name and Title

FILING INSTRUCTIONS

1. Two copies of this form, the original and either a duplicate or a conformed copy must be filed.

2. Filing Fee (payable to the Secretary of State at the time of filing this document) -$10.00.

3. Pursuant to Section 33-5-102(b) of the 1976 South Carolina Code of Laws, as amended, the registered agent can file this when the only change is the street address of the registered office. In this situation, the following statement should be typed on the form above the registered agent’s signature. “The corporation has been notified of this change.” In this case the filing fee is $2.00.

Return to: Secretary of State PO Box 11350 Columbia, SC 29211

UOM-NOTICE OF CHG OF REG OFFICE OR AGT FORM REVISED BY SOUTH CAROLINA SECRETARY OF STATE, MAY 1999

  STATE OF SOUTH CAROLINA SECRETARY OF STATE   RESTATED AND AMENDED ARTICLES OF INCORPORATION   OF   B. P. BARBER & ASSOCIATES, INC.

Pursuant to §33-10-107 of the 1976 South Carolina, as amended, the corporation hereby submits the following information:

1. The name of the Corporation is B. P. Barber & Associates, Inc.

2. If the name of the Corporation has ever been changed, all of its former names:

a)	Tomlinson Engineering Company
	(name specified in original articles of incorporation)
b)	Barber, Keels & Associates, Inc.

3. The original articles of incorporation were filed on July 15, 1916.

4. The registered office of the corporation is 101 Research Drive in the city of Columbia, South Carolina 29203 and the registered agent at such address is G. Keith McLeod, Jr..

I hereby consent to the appointment as registered agent of the corporation.

/s/ G. Keith McLeod, Jr.

G. Keith McLeod, Jr.

5. The corporation is authorized to issue shares of stock as follows. Complete a or b, whichever is applicable:

a.	[    ]	If the corporation is authorized to issue a single class of shares, the total number of shares authorized is                     .
b.	[X]	The corporation is authorized to issue more than one class of shares:
		Class of Shares	Authorized No. of Each Class
		Voting Common Shares	2,000        no par
		Nonvoting Common Shares	6,000        no par

1

B.P. Barber & Associates, Inc.

Name of Corporation

The relative rights, preferences, and limitations of the shares of each class, and each series within a class, are as follows:

Any presently authorized shares of common stock outstanding immediately prior to the change in capital structure (321 issued shares, 400 authorized shares, $25.00 par value) shall be exchanged into 1,605 issued, 2,000 authorized shares of common stock having no par value.

Except as otherwise provided by law, holders of Nonvoting Common shares shall not have any right to vote, for any purpose, on any matter whatsoever, and shall not be entitled to receive notice of any meetings of shareholders in which they are not entitled to vote. (The foregoing shall not affect the rights of holders of voting and nonvoting shares to vote their voting shares and to receive notices of meetings at which they are entitled to vote their voting shares.) Except as to voting rights, the relative rights, privileges, and limitations of the Voting Common shares and Non-Voting Common shares, including, but not limited to, the right to receive dividends and assets on liquidation, shall in all respects be identical, share for share.

6. The optional provisions which the corporation elects to include in the articles of incorporation are as follows (See §33-2-101 and the applicable comments thereto; and §§35-2-105 and 35-2-221 of the South Carolina Code):

a. The corporation shall hereafter be a statutory close corporation, pursuant to Chapter 18, Title 33 of the 1976 South Carolina Code, as amended.

b. Section 33-18-250 of the South Carolina Statutory Close Supplement shall apply. Sections 33-18-110 through 33-18-130 of the Code of Laws of South Carolina, 1976, as amended to the date of the filing of the restated articles shall not apply, nor any optional provision.

c. Shares of stock shall not have preemptive rights as set forth in Section 33-6-300 of the Code of Laws of South Carolina, 1976, or corresponding provisions of subsequent law.

d. Cumulative Voting. In any election of directors of the Corporation, no shareholder shall have the right to cumulate his vote.

7. Unless a delayed effective date is specified, this application will be effective upon acceptance for filing by the Secretary of State (See §33-1-230(b)):                                         

2

B.P. Barber & Associates, Inc.

Name of Corporation

CERTIFICATE

Accompanying the Restated

Articles of Incorporation

Check either A or B, whichever is applicable; and if B applies, complete the additional information requested:

A. [    ] The attached restated articles of incorporation do not contain any amendments to the corporation’s articles of incorporation and have been duly approved by the corporation’s board of directors as authorized by §33-10-107(a).

B. [X] The attached restated articles of incorporation contain one or more amendments to the corporation’s articles of incorporation. Pursuant to Section 33-10-107(d)(2), the following information concerning the amendment(s) is hereby submitted:

1. On January 27, 2005, the corporation adopted the following amendment(s) to its articles of incorporation: (Type or Attach the Complete Text of Each Amendment):

1. The Corporation’s authorized capital stock shall be increased from Four Hundred (400) shares of common stock with a par value of Twenty-Five ($25.00) Dollars per share to Two Thousand (2,000) shares of common stock with no par value. Each presently authorized shares outstanding immediately prior to such increase shall be split into Five (5) shares of common stock.

2. The authorized capital stock shall also include 6,000 shares of nonvoting common stock with no par value.

3. Except as otherwise provided by law, holders of Nonvoting Common shares shall not have any right to vote, for any purpose, on any matter whatsoever, and shall not be entitled to receive notice of any meetings of shareholders in which they are not entitled to vote. (The foregoing shall not affect the rights of holders of voting and nonvoting shares to vote their voting shares and to receive notices of meetings at which they are entitled to vote their voting shares.) Except as to voting rights, the relative rights, privileges, and limitations of the Voting Common shares and Non-Voting Common shares, including, but not limited to, the right to receive dividends and assets on liquidation, shall in all respects be identical, share for share.

3

B.P. Barber & Associates, Inc.

Name of Corporation

2. The manner, if not set forth in the amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the Amendment shall be effected, is as follows: (if not applicable, insert “not applicable” or “NA”).

3. Complete either a or b, whichever is applicable.

a. [X] Amendment(s) adopted by shareholder action.

At the date of adoption of the Amendment, the number of outstanding shares of each voting group entitled to vote separately on the Amendment, and vote of such shares was:

Voting Group	Number of Outstanding Shares		Number of Votes Entitled  to be Cast		Number of Votes Represented at the Meeting		Number of Undisputed* Shares Voted For/Against
Common Stock		321		321		321	321 For 0 Against

b. [    ] The amendment(s) was duly adopted by the Incorporators or broad of directors without shareholder approval pursuant to §33-6-102(d), 33-10-102 and 33-10-105 of the 1976 South Carolina Code as amended, and shareholder action was not required.

		B. P. BARBER & ASSOCIATES, INC.
DATE:	1/27/05	By:	/s/ G. Keith McLeod, Jr.
			(Signature)
		G. Keith McLeod, Jr., President
		(Type or Print Name and Office)

*NOTE: Pursuant to Section 33-10-106(6)(I), the corporation can alternatively State the total number of undisputed shares cast for the amendment by each voting group together with a statement that the number of cast for the amendment by each voting group was sufficient for approval by that voting group.

4

EX-3.6

Exhibit 3.6

BYLAWS OF

B.P. BARBER & ASSOCIATES, INC.

As amended April 14, 2011

ARTICLE I

Name

Places of Business

Section 1. The name of the corporation shall be B.P. Barber & Associates, Inc.

Section 2. The principal place of business of the corporation shall be 101 Research Drive, Columbia, South Carolina.

Section 3. The corporation may also have offices at such other places, both within and without the State of South Carolina, as the Board of Directors may from time to time determine as the business of the corporation may require.

ARTICLE II

Stock

Section 1. There shall be two classes of stock: voting stock and nonvoting stock. Certificates for each class of stock shall be issued in numerical order from the stock certificate book for that class of stock, and shall be signed by the President and Secretary, and sealed with the corporate seal. A record of each certificate shall be kept on the stub thereof.

Section 2. Transfers of stock shall be made only upon the books of the corporation, and before a new certificate is issued the old certificate must be surrendered for cancellation.

Section 3. At the close of each calendar year, or at any time as directed by the Board of Directors, the books of the corporation shall be reviewed (not a complete audit) by a Certified Public Accountant. The value for each share of stock shall be determined by the procedure described in the corporation’s Stock Purchase Agreement based upon the accountant’s review.

ARTICLE III

Stockholders

Section 1. There shall be no fewer than two (2) meetings per year of the Principals of the Corporation. Associates may meet from time to time as called by the Chairman of the Board or as in accordance with Section 3 below. All meetings shall be held in Columbia, S.C. at such place and time of day as selected by the President of the corporation.

(a) The annual meeting of the Principals of the corporation shall be held in the month of December each year at a time and place selected by the Board.

(b) A meeting of the Principals of the corporation shall be held in the month of March each year at a time and place selected by the Board.

Section 2. Special meetings of the Principals and/or Associates may be called at any time, by resolution of the Board of Directors or upon written request of the Principals and/or Associates holding one-third (1/3) of the outstanding shares of each respective class of stock.

Section 3. Notice of meetings, written or printed, for every regular or special meeting of the Principals and/or Associates shall be prepared and personally delivered or mailed to the last known Post Office address of each Principal and/or Associate not less than ten (10) days before any such meeting. Notice for special meetings shall state the object or objects thereof. No failure or irregularity of notice of any regular meeting shall invalidate such meeting or any action taken thereat.

Section 4. A quorum at any meeting of the Principals shall consist of a majority of the voting stock of the corporation represented in person or by written proxy. Unless the law requires a greater vote, a simple majority of the voting stock shall decide any question that may come before the meeting. At all Principals meetings, regular or special, each holder of voting stock shall be entitled to cast one vote for each share of voting stock held or owned.

Section 5. The election of Directors shall be held at the annual meeting of the Principals. The election shall be by ballot (or voice vote in the event of an uncontested election) and each Principal of record shall be entitled to cast one vote for each Director for each share of voting stock held or owned. No shareholder shall have the right to cumulate his vote.

ARTICLE IV

Directors

Section 1. The business and property of the corporation shall be managed by the Board of Directors, who shall be elected on an annual or more frequent basis by the holders of the corporation’s voting stock for terms of one year, and shall serve until the election and acceptance of their successors. The number of Directors shall be no fewer than one and no more than five. The number of Directors may be increased or decreased within such range by action of the Board of Directors or voting

shareholders from time to time. However, no decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. Initially, the number of Directors shall be five. The business, finances and operation of the corporation shall be the responsibility of the Board of Directors. Any Board vacancy due to the death, retirement, or inability of the Director to perform his duties shall be filled by election by the holders of the voting stock at a special meeting held for that purpose.

Section 2. A meeting of the Board of Directors shall be held immediately after their election without any further notice. Other meetings may be held at any time on call of the President, or upon call of any Director, in case the President refuses to call such a meeting. Notice of such meetings shall be given not less than three (3) days before any such meeting by personally delivered, postal or telegraphic notice by the President, Executive Vice President or Secretary. A majority of the Directors shall constitute a quorum for the transaction of business at all meetings of the Board. Each Director shall be entitled to cast one vote.

Section 3. Officers of the corporation shall be elected by the Board of Directors at their first annual meeting after the election of Directors each year and such officers shall immediately assume responsibility of their respective offices. If any office becomes vacant during the year, the Board of Directors shall fill the same for the expired term.

Section 4. The Board of Directors shall fix the compensation of the officers, agent and employees of the corporation. Officers, agents and employees of the corporation may be employed or terminated only by approval of the Board of Directors.

ARTICLE V

Officers

Section 1. The officers of the corporation shall be a Chairman of the Board of Directors, a President, a Chief Operating Officer, an Executive Vice President, a Senior Vice President, other Vice Presidents as the Board of Directors may deem appropriate for proper operation of the corporation, a Treasurer and a Secretary. Officers shall be elected for a term of one year and shall hold office until their successors are elected and qualify. Any two officers may be united in one person. ☺

Section 2. The Chairman of the Board of Directors shall serve as Chief Executive Officer and shall preside at all meetings of the Board of Directors.

Section 3. The President shall have general supervision of the affairs of the corporation; shall establish, develop and direct the overall strategies and long range plans for BPB.

Section 4. The Chief Operating Officer is responsible for the daily activities for the entire corporation and shall direct, administer, and coordinate the activities of the business in support of policies, goals, and objectives established by the President and the Board of Directors. The Chief Operating Officer shall preside at all stockholder meetings and shall perform the duties of the President in the event of the disability or absence of the President.

Section 5. The Executive Vice President shall perform the duties of the Chief Operating Officer in the event of the disability or absence of the Chief Operating Officer, and of the President in the event of the disability or absence of the Chief Operating Officer, and of the President in the event of the disability or absence of both the Chief Operating Officer and the President. The Senior Vice President shall perform the duties of both the Chief Operating Officer and Executive Vice President and shall perform the duties of the President in the event of the disability or absence of the President, Chief Operating Officer and Executive Vice President.

Section 6. The Secretary shall issue notices of all meetings, shall keep the minutes, shall have charge of the corporate seal and corporate books, and shall make such reports and perform all duties incidental to his office, or that are properly required of him by the Board of Directors.

Section 7. The Treasurer shall make reports to the Directors and stockholders and shall have the custody of all monies and securities of the corporation, and shall keep regular books of accounts and shall perform all duties incidental to his office or that are properly required of him by the Board of Directors.

Section 8. Any duly elected officer of the corporation is authorized to sign contracts or other instruments for the corporation.

ARTICLE VI

Dividends and Finance

Section 1. Dividends shall be declared only from earned surplus at such times as the Board of Directors shall direct, and no dividends shall be declared that will impair the capital of the corporation.

Section 2. All monies of the corporation shall be deposited in such bank, savings and loan association, or trust company as the Board of Directors shall designate. Monies on deposit in any of the above shall be drawn out only by check or electronic fund transfer signed by the President or Treasurer of the corporation or other officers or employees as may be authorized by the Board of Directors.

Section 3. The account books of the corporation as kept by the Treasurer shall be reviewed (not a complete audit) at the close of each calendar year by a Certified Public Accountant. Additional accountant’s reviews may be made as designated by the Board of Directors.

ARTICLE VII

Seal

Section 1. The corporate seal of the corporation shall consist of two concentric circles between which is the name of the corporation, and in the center shall be inscribed “Seal 1955”. Such seal as impressed on the margin hereof is hereby adopted as the Corporate Seal of the corporation.

ARTICLE VIII

Amendments

Section 1. These Bylaws may be amended, repealed or altered, in whole or in part, by a majority vote of the entire outstanding voting stock of the corporation at any regular meeting of the stockholders, or at any special meeting when such action has been announced in the call and notice of such regular or special meeting.

EX-3.7

Exhibit 3.7

G79652

ARTICLES OF INCORPORATION
OF
E. C. DRIVER & ASSOCIATES, INC.

We, the undersigned, hereby associate ourselves together for the purpose of becoming a corporation under the laws of the State or Florida, by and under the provisions of the statutes of the State of Florida providing for the formation, liability, rights, privileges and immunities of a corporation for profit.

ARTICLE I

Name of Corporation

The name of this corporation shall be

E. C. DRIVER & ASSOCIATES, INC.

ARTICLE II

Nature of Business

The general purpose for which this corporation is initially organized includes the transaction of any or all lawful business for which corporations may be incorporated under the “Florida General Corporation Act”, including particularly, without limiting the generality of the foregoing, the practice of engineering and land surveying.

ARTICLE III

The capital stock of this corporation shall consist solely of Six Hundred (600) shares of common stock of the par value of Ten ($10.00) Dollars each. The stock shall be paid for in cash, property, labor, or services, at a just valuation to be fixed by the Board of Directors.

ARTICLE IV

Perpetual Existence

This corporation shall have a perpetual existence unless sooner terminated by and according to law.

OVEN & GWYNN, ATTORNEYS AT LAW, POST OFFICE BOX 10508, TALLAHASSEE, FLORIDA 32302

ARTICLE V

Principal Place of Business

The initial registered office of the corporation shall be at Suite 203, 547 North Monroe Street, Tallahassee, Florida 32301. The initial registered agent at that address shall be E. C. DRIVER.

ARTICLE VI

Board of Directors

The directors of this corporation shall be elected by a majority vote. The number of directors shall be as fixed by the by-laws of the corporation, and shall be no less than three, nor more than five.

ARTICLE VII

Directors

The name and post office addresses of the first Board of Directors of the corporation who, subject to the provisions of such by-laws as may be adopted, shall hold office for the first year of the corporation’s existence, or until their successors are elected and qualified, are:

Betty M. Driver	15930 S. W. 79th Avenue Miami, Florida 33157
E. C. Driver	15930 S. W. 79th Avenue Miami, Florida 33157
Frank G. Glenn	1312 Betton Road Tallahassee, Florida 32312

ARTICLE VIII

The name and post office address of each subscriber and the number of shares which he agrees to take are:

Betty M. Driver	15930 S. W. 79th Avenue
450 shares	Miami, Florida 33157
E. C. Driver	15930 S. W. 79th Avenue
150 shares	Miami, Florida 33157

ARTICLE IX

Officers

The names and addresses of the first officers of this corporation, who, subject to the provisions of such by-laws as

OVEN & GWYNN, ATTORNEYS AT LAW, POST OFFICE BOX 10508, TALLAHASSEE, FLORIDA 32302

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may be adopted, shall hold office for the first year of the corporation’s existence, or until their successors are elected and qualified, are:

E. C. Driver	15930 S.W. 79th Avenue
President	Miami, Florida 33157
Frank G. Glenn	1312 Betton Road
Vice President	Tallahassee, Florida 33157
Betty M. Driver	15930 S. W. 79th Avenue
Secretary/Treasurer	Miami, Florida 33157

ARTICLE X

Special Charter Provisions

The following special provisions for the regulation of the business and for the conduct of the affairs of the corporation and creating, dividing, limiting and regulating the powers of the corporation, its stockholders and directors, are hereby adopted as part of these Articles of Incorporation:

(a) All officers shall be elected by the Directors annually, at the first Director’s meeting held each year. The corporation may have such officers, including a general manager, agents and factors, and prescribe their duties and powers as the Directors shall fix, or the by-laws determine, from time to time.

(b) In the election of Directors of the corporation there shall be no cumulative voting of any stock of the corporation.

(c) Any action required or proposed to be taken by the stockholders may be validly effected in the following manner, without notice or formal meeting, viz: Any resolution or proceeding approved in writing by all of the stockholders by the subscription of their names in writing to the same, or to concurrent instruments, shall be as valid and effective as if such action were adopted by the same vote at a regular called meeting of the stockholders; and shall be effective as of the date on which the same shall be filed and noted by the secretary, and such resolution shall thereupon be entered in the Minutes of the corporation under such effective date.

OVEN & GWYNN, ATTORNEYS AT LAW, POST OFFICE BOX 10508, TALLAHASSEE, FLORIDA 32302

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(d) None of the shares of stock in this corporation shall be transferred, sold, assigned, pledged, or otherwise disposed of, or encumbered (save to another shareholder in said corporation, or save by descent, bequest, or devise), unless and until the holder thereof shall have first offered to sell such shares at the book value thereof to each of the other stockholders. Such offer to sell such shares shall be made in writing, and shall continue for thirty (30) days. The book value of said shares shall be computed from the books of the corporation maintained in accordance with generally accepted principles of accounting. If more than one of the other stockholders desire to purchase such stock, those so desiring to purchase shall be entitled to do so in such proportions as they then hold their shares of capital stock in this corporation. All shares of stock shall have written across the face thereof the words, “This stock is transferrable only in accordance with Section (d) of Article X of the Articles of Incorporation of E. C. Driver & Associates, Inc.”

(e) No contract or other transaction of the corporation with any other person, firm, or corporation, or in which this corporation is interested, shall be affected or invalidated by (i) the fact that any one or more of the Directors of this corporation is interested in, or is a director or officer of another corporation, or (ii) the fact that any Director, individually or jointly with others, may be a party to or may be interested in any such contract or transaction, and each and every person who may become a director of this corporation is hereby relieved from any liability that may otherwise arise by reason of his contracting with the corporation for the benefit of himself, or any firm or corporation in which he may in anywise be interested.

OVEN & GWYNN, ATTORNEYS AT LAW, POST OFFICE BOX 10508, TALLAHASSEE, FLORIDA 32302

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(f) Any one or more, or all, of the Directors may be removed for cause at any time by vote of the stockholders holding a majority of the stock of the corporation, at any special meeting called for that purpose.

(g) One or more of the principal officers of the corporation, and all personnel of the corporation who act in its behalf as land surveyors or engineers in this state, must be registered as provided by applicable statutes of the State of Florida relating to the registration of land surveyors and engineers.

IN WITNESS WHEREOF, the undersigned have made and subscribed these Articles of Incorporation at Tallahassee, Leon County, Florida, for the uses and purposes aforesaid.

/s/ Betty M. Driver

BETTY M. DRIVER

/s/ E. C. Driver

E. C. DRIVER

STATE OF FLORIDA
COUNTY OF	LEON

The foregoing instrument was acknowledged before me this 20th day of January, 1984, by BETTY M. DRIVER.

NOTARY PUBLIC, State of

Florida at Large.

My Commission Expires:

STATE OF FLORIDA

COUNTY OF LEON:

The foregoing instrument was acknowledged before me this 20th day of January, 1984, by E. C. DRIVER.

NOTARY PUBLIC, State of

Florida at Large.

My Commission Expires:

OVEN & GWYNN, ATTORNEYS AT LAW, POST OFFICE BOX 10508, TALLAHASSEE, FLORIDA 32302

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EX-3.8

Exhibit 3.8

E. C. DRIVER & ASSOCIATES, INC.

as amended

January 27, 2011

BY-LAWS

* * * * *

ARTICLE I

OFFICES

Section 1. The registered office shall be located in Plantation, Florida or at such place as may be designated from time to time.

Section 2. The corporation may also have offices at such other places both within and without the State of Florida as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

ANNUAL MEETINGS OF SHAREHOLDERS

Section 1. All meetings of shareholders for the election of directors shall be held in San Francisco, State of California, or at such place as may be fixed from time to time by the board of directors.

Section 2. Annual meetings of shareholders shall be held on the 2nd day of January if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 a.m., at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3. Written or printed notice of the annual meeting stating the place, date and hour of the meeting shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the president, secretary, or the officer or person calling the meeting, to each shareholder of record entitled to vote at such meeting.

ARTICLE III

SPECIAL MEETINGS OF SHAREHOLDERS

Section 1. Special meetings of shareholders for any purpose other than the election of directors may be held at such time and place within or without the State of Florida as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Special meetings of shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be called by the president, the board of directors, or the holders of not less than one-tenth of all the shares entitled to vote at the meeting.

Section 3. Written or printed notice of a special meeting stating the place, day, and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the board, president, or the holders of not less than one-tenth of all the shares entitled to vote at the meeting to each shareholder of record entitled to vote at such meeting.

Section 4. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

ARTICLE IV

QUORUM AND VOTING OF STOCK

Section 1. The holders of a majority of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by the articles of incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

Section 2. If a quorum is present, the affirmative vote of a plurality of the shares of stock represented at the meeting shall be the act of the shareholders unless the vote of a greater number or voting by classes is required by law or the articles of incorporation.

Section 3. Each outstanding share of stock, having voting power, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by the shareholder’s duly authorized attorney-in-fact.

In all elections for directors every shareholder, entitled to vote, shall have the right to vote, in person or by proxy, the number of shares of stock owned by such shareholder, for as many persons as there are directors to be elected, or if the articles of incorporation so provide, to cumulate the vote of said shares, and give one candidate as many votes as the number of directors multiplied by the number of his shares of stock shall equal, or to distribute the votes on the same principle among as many candidates as the shareholder may see fit.

Section 4. Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE V

DIRECTORS

Section 1. The number of directors shall be determined from time to time by resolution of the Board of Directors, provided that the Board of Directors shall consist of at least one member. Directors need not be residents of the State of Florida nor shareholders of the corporation. The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first board of directors shall hold office until the first annual meeting of shareholders.

The number of directors may be increased or decreased by amendment to the articles of incorporation or to these bylaws.

Section 2. Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors, or by the shareholders, unless the articles of incorporation provide otherwise. A director elected to fill a vacancy shall be elected for the unexpired portion of the term of his predecessor in office. A director elected to fill a newly created directorship shall serve until the next succeeding annual meeting of shareholders and until his successor shall have been elected and qualified.

Section 3. The business affairs of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these bylaws directed or required to be exercised or done by the shareholders.

Section 4. The directors may keep the books of the corporation outside of the State of Florida, except such as are required by law to be kept within the state, at such place or places as they may from time to time determine.

Section 5. The board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise.

ARTICLE VI

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Meetings of the board of directors, regular or special, may be held either within or without the State of Florida.

Section 2. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

Section 3. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

Section 4. Meetings of the board of directors may be called by the chairman of the board or by the president. Special meetings of the board of directors shall be preceded by no fewer than ten days’ notice sent to directors of the date, time, and place of the meeting. Notice may be sent in writing or orally, and communicated in person, by telephone, telegraph, teletype, electronic communication, or by mail. The notice shall include the purpose of the meeting.

Section 5. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director, at the beginning of the meeting or promptly upon arrival, objects to the transaction of any business because the meeting is not lawfully called or convened.

Section 6. A majority of the directors shall constitute a quorum for the transaction of business unless a different number is required by law or by the articles of incorporation. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute or by the articles of incorporation. Whether or not a quorum shall be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

ARTICLE VII

EXECUTIVE COMMITTEES

Section 1. The board of directors, by resolution adopted by a majority of the full board of directors, may designate two or more directors to constitute an executive committee, to the extent provided in such resolution, which shall have and exercise all of the authority of the board of directors in the management of the corporation, except as otherwise required by law. Vacancies in the membership of the committee shall be filled by the board of directors at a regular or special meeting of the board of directors. The executive committee shall keep regular minutes of its proceedings and report the same to the board when required.

ARTICLE VIII

NOTICES

Section 1. Whenever any notice whatsoever is required to be given under the provisions of the statutes or under the provisions of the articles of incorporation or these by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX

OFFICERS

Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers.

Section 2. The board of directors at its first meeting after each annual meeting of shareholders shall choose a president, a secretary and a treasurer, none of whom need be a member of the board.

Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

Section 8. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision the secretary shall be. The secretary shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the secretary’s signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by such officer’s signature.

Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all the treasurer’s transactions as treasurer and of the financial condition of the corporation.

Section 13. If required by the board of directors, the treasurer shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of the treasurer’s office and for the restoration to the corporation, in case of the treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the treasurer’s possession or under the treasurer’s control belonging to the corporation.

Section 14. The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE X

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by the president of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof. When the corporation is authorized to issue shares of more than one class there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the corporation will furnish to any shareholder upon request and without charge, a full or summary statement of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued and, if the corporation is authorized to issue any preferred or special class in series, the variations in the relative rights and preferences between the shares of each such series so far as the same have been fixed and determined and the authority of the board of directors to fix and determine the relative rights and preferences of subsequent series.

Section 2. The signature of the officer of the corporation upon a certificate may be a facsimile. In case any officer who has signed or whose facsimile signature has

been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.

UNCERTIFICATED SHARES

Section 3. The board of directors of the corporation may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Shares already represented by certificates shall not be affected until they are surrendered to the corporation.

Section 4. Within a reasonable amount of time after the issuance or transfer of shares without certificates, the corporation shall send shareholders a written statement of the information required on the certificates by F.S. section 607.0625 (2) and (3), and, if applicable, F.S. section 607.0627.

LOST CERTIFICATES

Section 5. The board of directors may direct a new certificate or an equivalent new uncertificated security in place of any certificate therefore issued by the corporation alleged to have been lost, destroyed, or wrongfully taken. When authorizing such issuance of a new certificate or an equivalent new uncertificated security, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost, destroyed, or wrongfully taken.

TRANSFERS OF SHARES

Section 6. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate or an equivalent new uncertificated security shall be issued to the person entitled thereto, and the old certificate canceled and the transaction recorded upon the books of the corporation.

LIST OF SHAREHOLDERS

Section 8. After fixing a record date for a meeting, the officer or agent in charge of the records for shares shall prepare an alphabetical list of the names of all shareholders who are entitled to notice of a shareholders’ meeting, arranged by voting group, with the address of, and the number and class and series, if any, of shares held by each. The shareholders’ list shall be available for inspection by any shareholder for a period of 10 days prior to the meeting and shall be kept on file at the corporation’s principal office. A shareholder or the shareholder’s agent or attorney shall be entitled on written demand to inspect the list, subject to the requirements of F.S. section

607.1602(3) during regular business hours and at the shareholder’s expense, during the period it shall be available for inspection. The shareholders’ list shall be made available at the meeting, and any shareholder or the shareholder’s agent or attorney shall be entitled to inspect the list at any time during the meeting or any adjournment. The shareholders’ list shall be prima facie evidence of the identity of shareholders entitled to examine the shareholders’ list or to vote at a meeting of shareholders.

ARTICLE XI

GENERAL PROVISIONS

DISTRIBUTIONS

Section 1. Subject to the restrictions of the articles of incorporation relating thereto, if any, and to limitation by statute, distributions may be declared by the board of directors at any regular or special meeting, pursuant to law. Distributions may be made in cash, in property, or as a dividend. Share dividends may be issued pro rata and without consideration to the corporation’s shareholders or to the shareholders of one or more classes or series, subject to the provisions of the articles of incorporation.

Section 2. Before any distribution may be made, there may be set aside out of any funds of the corporation available for distributions such sum or sums as the directors from time to time, in their absolute discretion, think proper to meet debts of the corporation as they become due in the usual course of business, or for such other purpose as the directors shall think conducive to the interest of the corporation.

CHECKS

Section 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 4. The fiscal year of the corporation shall be December 31.

SEAL

Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Florida”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE XII

AMENDMENTS

Section 1. These bylaws may be altered, amended, or repealed or new bylaws may be adopted by the affirmative vote of a majority of the board of directors at any regular or special meeting of the board.

ARTICLE XIII

SPECIAL PROVISIONS

Section 1. The Corporation desires to engage in the practice of professional engineering in the State of Washington. To engage in the lawful practice of this discipline the Corporation shall designate a professional engineer-in-responsible-charge, with authority to make all final decisions for engineering activities in the State of Washington.

EX-3.9

Exhibit 3.9

State of Colorado

Department of

State

Certificate

I, SCOTT GESSLER, SECRETARY OF STATE OF THE STATE OF COLORADO HEREBY CERTIFY THAT ACCORDING TO THE RECORDS OF THIS OFFICE, THE ATTACHED IS A FULL, TRUE AND COMPLETE COPY OF THE ARTICLES OF INCORPORATION AND ALL AMENDMENTS THERETO OF

FORERUNNER CORPORATION

(COLORADO CORPORATION)

AS FILED IN THIS OFFICE AND ADMITTED TO RECORD.

Dated: October 04, 2011

SECRETARY OF STATE

ARTICLES OF INCORPORATION

OF

FORERUNNER ENGINEERING CORPORATION

KNOW ALL MEN BY THESE PRESENTS:

That the undersigned incorporator, being a natural person of the age of eighteen (18) years or more, and desiring to form a corporation under the laws of the State of Colorado, does hereby sign, verify and deliver in duplicate to the Secretary of State of the State of Colorado these Articles of Incorporation.

ARTICLE I   Name and Principal Street Address 961076355 M $50.00 SECRETARY OF STATE 06-06-96    12:41

The name of the corporation shall be Forerunner Engineering Corporation. The corporation’s principal office is located at 5575 Sycamore St, Suite 210, Littleton, CO 80120.

ARTICLE II

Period of Duration

This corporation shall exist perpetually unless dissolved according to law.

ARTICLE III

Purpose

The purpose for which this corporation is organized is to transact any lawful business or businesses for which corporations may be incorporated pursuant to the Colorado Business Corporation Act.

COMPUTER UPDATE COMPLETE

COMP.CH’D.TR

ARTICLE IV

Capital

The aggregate number of shares which this corporation shall have the authority to issue is 50,000 shares with a par value of $1.00, which shares shall be designated common stock. No share shall be issued until it has been paid for, and it shall thereafter be non-assessable.

ARTICLE V

Preemptive Rights

A shareholder of the corporation shall be entitled to a preemptive right to purchase, subscribe for, or otherwise acquire any new or additional shares of stock of the corporation of any class, or any options or warrants to purchase, subscribe for or otherwise acquire any such new or additional shares, or any shares, bonds, notes, debentures, or other securities convertible into or carrying options or warrants to purchase, subscribe for or otherwise acquire any such new or additional shares.

ARTICLE VI

Cumulative Voting

The shareholders shall be entitled to cumulative voting.

ARTICLE VII

Share Transfer Restrictions

The corporation shall have the right to impose restrictions upon the transfer of any of its authorized shares or any interest therein. The board of directors is hereby authorized on behalf of the corporation to exercise the corporation’s right to so impose such restrictions.

2

ARTICLE VIII

Registered Office and Agent

The initial registered office of the corporation shall be at 5575 Sycamore St, Suite 210, Littleton, CO 80120 and the name of the initial registered agent at such address is William Groskopf. Either the registered office or the registered agent may be changed in the manner provided by law.

/s/ William Groskopf

William Groskopf, Registered Agent

ARTICLE IX

Initial Board of Directors

The initial board of directors of the corporation shall consist of two (2) directors, and the names and addresses of the persons who shall serve as directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are as follows:

William Groskopf

6668 West Weaver Avenue

Littleton, Colorado 80123

Diane Groskopf

6668 West Weaver Avenue

Littleton, Colorado 80123

The number of directors of the corporation shall be fixed and may be altered from time to time as may be provided in the Bylaws. In case of any increase in the number of directors, the additional directors may be elected by the directors or by the stockholders at an annual or special meeting, as shall be provided in the Bylaws.

3

ARTICLE X

Director Liability

No director of the corporation shall be personally liable to the corporation or to its shareholders for monetary damages for breach of his or her fiduciary duty as a director.

ARTICLE XI

Transactions with Interested Directors

No contract or other transaction between the corporation and any other corporation, whether or not a majority of the shares of the capital stock of such other corporation is owned by the corporation, and no act of the corporation shall in any way be affected or invalidated by the fact that any of the directors of the corporations are pecuniarily or otherwise interested in, or are directors or officers of, such other corporation; any director individually, or any firm of which such director may be a member, may be a party to, or may be pecuniarily or otherwise interested in, any contract or transaction of the corporation, provided that the fact that he or such firm is so interested shall be disclosed or shall have been known to the majority of the board of directors; and any director of the corporation who is also a director of officer of such other corporation, or who is so interested, not be counted in determining the existence of a quorum at any meeting of the board of directors of the corporation which shall authorize such contract or transaction, and may vote there at to authorize such contract or transaction with like force and effect as if he were not such a director or officer of such other corporation or not so interested.

4

ARTICLE XII

Incorporator

The and address of the incorporator are as follows:

William Groskopf

5575 Sycamore St, Suite 210

Littleton, Colorado 80120

In witness whereof, the above named incorporator signed these Articles of Incorporation on May 3, 1996

/s/ William Groskopf

William Groskopf, Incorporator

5

STATE OF COLORADO	)
	) ss.
COUNTY OF DENVER	)

I, the undersigned, a notary public, hereby certify that on the 3rd day of May, 1996, the above named incorporator personally appeared before me and being by me first duly sworn declared that he is the person who signed the foregoing document as incorporated, and that the statements therein contained are true.

Witness my hand and official seal.

My commission expires: 7-22-96

Notary Public

6

	Mail to: Secretary of State	For office use only            002
	Corporations Section
	1560 Broadway, Suite 200
	Denver, CO 80202
	(303) 894-2251
MUST BE TYPED	Fax (303) 894-2242	19971172483    M
FILING FEE: $25.00	DPC 19961076355	$        25.00
MUST SUBMIT TWO COPIES		SECRETARY OF STATE
		10-28-97    12:17:04
Please include a typed self-addressed envelope	ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION

Pursuant to the provisions of the Colorado Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

FIRST: The name of the corporation is FORERUNNER ENGINEERING CORPORATION

SECOND: The following amendment to the Articles of Incorporation was adopted on SEPT. 15 1997, as prescribed by the Colorado Business Corporation Act, in the manner marked with an X below:

	No shares have been issued or Directors Elected - Action by Incorporators
	No shares have been issued but Directors Elected - Action by Directors
	Such amendment was adopted by the board of directors where shares have been issued and shareholder action was not required.
X	Such amendment was adopted by a vote of the shareholders. The number of shares voted for the amendment was sufficient for approval.

THIRD: If changing corporate name, the new name of the corporation is Forerunner Corporation

FOURTH: The manner, if not set forth in such amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the amendment shall be effected, is as follows: NONE

If these amendments are to have a delayed effective date, please list that date:                     

(Not to exceed ninety (90) days from the date of filing)

Signature
Title	President

Oct 21 2007         Revised 7/95

	Mail to: Secretary of State	For office use only
	Corporations Section
	1560 Broadway, Suite 200
Must be typed	Denver, CO 80202
FILING FEE: $5.00	(303) 894-2251
MUST SUBMIT TWO COPIES	Fax (303) 894-2242	19971179055    M
	DPC 19961076355	$        5.00
	STATEMENT OF CHANGE OF	SECRETARY OF STATE
Please include a typed	REGISTERED OFFICE OR	11-07-97    14:44:34
self-addressed envelope	REGISTERED AGENT, OR BOTH

Pursuant to the provisions of the Colorado Business Corporation Act, the Colorado Nonprofit Corporation Act, the Colorado Uniform Limited Partnership Act of 1981 and the Colorado Limited Liability Company Act, the undersigned, organized under the laws of:

submits the following statement for the purpose of changing its office or its registered agent, or both in the state of Colorado:

FIRST:	The name of the corporation, limited partnership or limited liability company is:
	Forerunner Corporation
SECOND:	Street address of the current registered office is:
	(Include City, State, Zip)
	and if changed, the NEW STREET ADDRESS is:	3900 S. Wadsworth Blvd. #580
	Lakewood, CO 80235
	(Include City, State, Zip)
THIRD:	The name of its current registered agent is:
	and if changed, the NEW REGISTERED AGENT is:
	Signature of NEW REGISTERED AGENT:
The address of the registered office and the address of the business office of the registered agent, as changed, will be identical.
FOURTH:	If changing the principal place of business address ONLY, the new address is:
	as above

Signature
Title	Corporate Secretary

ARTICLES OF AMENDMENT TO	FILED DONETTA DAVIDSON COLORADO SECRETARY OF STATE
ARTICLES OF INCORPORATION (PROFIT) Form 205 Revised July 1, 2002
Filing fee: $25.00	20021224869    M
Deliver to: Colorado Secretary of State Business Division STOCK CHANGE	$        25.00
	SECRETARY OF STATE
1560 Broadway, Suite 200	08-15-2002    10:46:50
Denver, CO 80202-5169

This document must be typed or machine printed

Copies of filed documents may be obtained at www.sos.state.co.us <http://www.sos.state.co.us> ABOVE

SPACE FOR OFFICE USE ONLY

DPC 19961076355

Pursuant to § 7-110-106, Colorado Revised Statutes (C.R.S.), the individual named below causes these Articles of Amendment to its Articles of Incorporation to be delivered to the Colorado Secretary of State for filing, and states as follows:

1. The name of the corporation is: ForeRunner Corporation

(If changing the name of the corporation, indicate name of corporation BEFORE the name change)

2. The date the following amendment(s) to the Articles of Incorporation was adopted:

                July 31, 2002            

3. The text of each amendment adopted (include attachment if additional space needed):

Article IV of the Articles of Incoporation is amended to read as follows:

        “The aggregate number of shares which this corporation shall have the authority to issue is 50,000 shares with a par value of $0.10, which shares shall be designated common stock. No share shall be issued until it has been paid for, and it shall thereafter be

non-assessable.”

4. If changing the corporation name, the new name of the corporation is:                                                              

5. If providing for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself:

None

Indicate manner in which amendment(s) was adopted (mark only one):

No shares have been issued or Directors elected - Adopted by Incorporator(s)

No shares have been issued but Directors have been elected - Adopted by the board of directors

Shares have been issued but shareholder action was not required - Adopted by the board of directors

COMPUTER UPDATE COMPLETE

MJ                            

    X     The number of votes cast for the amendment(s) by each voting group entitled to vote separately on the amendment(s) was sufficient for approval by that voting group - Adopted by the shareholders

7. Effective date (if not to be effective upon filing)                    (Not to exceed 90 days)

8. The (a) name or names, and (b) mailing address or addresses, of any one or more of the individuals who cause this document to be delivered for filing, and to whom the Secretary of State may deliver notice if filing of this document is refused, are:         

(a) Willard V. Jones. Esq.

(b) 12650 W. 64th Ave., Suite #E-507, Arvada, CO 80004

OPTIONAL. The electronic mail and/or Internet address for this entity is/are: e-mail                         

Web site

The Colorado Secretary of State may contact the following authorized person regarding this document:

name Willard V. Jones address 12650 W. 64th Ave., Suite #E-507, Arvada, CO 80004

voice 303/425-7338 fax 303/425-7560 e-mail wvjoneslaw@netzero.net

EX-3.10

Exhibit 3.10

FORERUNNER CORPORATION

* * * * *

AMENDED & RESTATED BYLAWS

(As of October 3, 2011)

* * * * *

ARTICLE I

OFFICES

Section 1. The registered office shall be located in Denver, Colorado.

Section 2. The corporation may also have offices at such other places both within and without the State of Colorado as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

ANNUAL MEETINGS OF SHAREHOLDERS

Section 1. All meetings of shareholders for the election of directors shall be held in San Francisco, State of California at such place as may be fixed from time to time by the board of directors, or such other place either within or without the State of Colorado as shall be designated from time to time by the board of directors and stated in the notice of the meeting.

Section 2. Annual meetings of shareholders, commencing with the year 2012 shall be held on January 1, if not a legal holiday, and if a legal holiday, then on the next secular day following, or such other date as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

ARTICLE III

SPECIAL MEETINGS OF SHAREHOLDERS

Section 1. Special meetings of shareholders for any purpose other than the election of directors may be held at such time and place within or without the State of Colorado as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be called by

the president, the board of directors, or the holders of not less than one-tenth of all the shares entitled to vote at the meeting.

Section 3. Written or printed notice of a special meeting stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

Section 4. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

ARTICLE IV

QUORUM AND VOTING OF STOCK

Section 1. The holders of a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter, but a quorum shall not consist of fewer than one-third of the votes entitled to be cast on the matter by the voting group of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the articles of incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

Section 2. If a quorum is present, the affirmative vote of a majority of the shares of stock represented at the meeting shall be the act of the shareholders unless the vote of a greater number of shares of stock is required by law or the articles of incorporation.

Section 3. Each outstanding share of stock, having voting power, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.

Section 4. Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE V

DIRECTORS

Section 1. The number of directors which shall constitute the whole Board shall be not less than two (2) nor more than four (4). Directors need not be residents of the State of Colorado nor shareholders of the corporation. The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first board of directors shall hold office until the first annual meeting of shareholders.

Section 2. Vacancies and newly created directorships resulting from any increase in the number of directors may be filled by a majority of the directors then in office, though less than a quorum, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify. Also, newly created directorships resulting from any increase in the number of directors may be filled by election at an annual or at a special meeting of shareholders called for that purpose.

Section 3. The business affairs of the corporation shall be managed by its board of directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these bylaws directed or required to be exercised or done by the shareholders.

Section 4. The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside of the State of Colorado, at such place or places as they may from time to time determine.

Section 5. The board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise.

Section 6. A director whose term has ended, or resigns or is removed, may deliver a statement to that effect to the corporation.

ARTICLE VI

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Meetings of the board of directors, regular or special, may be held either within or without the State of Colorado. A director may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting

Section 2. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

Section 3. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

Section 4. Special meetings of the board of directors may be called on at least two days’ notice to each director, either personally or by mail or by telegram.

Section 5. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting unless required.

Section 6. A majority of the directors shall constitute a quorum for the transaction of business unless a greater number is required by law or by the articles of incorporation. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute or by the articles of incorporation. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 7. Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

ARTICLE VII

EXECUTIVE COMMITTEE

Section 1. The board of directors, by resolution adopted by a majority of the number of directors fixed by the bylaws or otherwise, may designate two or more directors to constitute an executive committee, which committee, to the extent provided in such resolution, shall have and exercise all of the authority of the board of directors in the management of the corporation, except as otherwise required by law. Vacancies in the membership of the committee shall be filled by the board of directors at a regular or special meeting of the board of directors. The executive committee shall keep regular minutes of its proceedings and report the same to the board when required.

ARTICLE VIII

NOTICES

Section 1. Whenever, under the provisions of the statutes or of the articles of incorporation or of these bylaws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in person; by telephone, telegraph, teletype, electronically transmitted facsimile, or other form of wire or wireless communication; or by mail or private carrier. Written notice to a shareholders, if in a comprehensible form, is effective as to each shareholder when mailed, if mailed addressed to the shareholder’s address shown in the corporation’s current record of shareholders.

Section 2. Whenever any notice whatever is required to be given under the provisions of the statutes or under the provisions of the articles of incorporation or these bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX

OFFICERS

Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers.

Section 2. The board of directors at its first meeting after each annual meeting of shareholders shall choose a president, one or more vice-presidents, a secretary and a treasurer, none of whom need be a member of the board.

Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5. The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE PRESIDENTS

Section 8. The vice president, or if there shall be more than one, the vice presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 13. If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 14. The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE X

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by certificates signed by the chairman or vice chairman of the board of directors or by the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof.

When the corporation is authorized to issue shares of more than one class there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the corporation will furnish to any shareholder upon request and without charge, a full statement of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued and, if the corporation is authorized to issue any preferred or special class in series, the variations in the relative rights and preferences between the shares of each such series so far as the same have been fixed and determined and the authority of the board of directors to fix and determine the relative rights and preferences of subsequent series.

Section 2. The signatures of the officers of the corporation upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.

LOST CERTIFICATES

Section 3. The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

TRANSFERS OF SHARES

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation.

FIXING THE RECORD DATE

Section 5. For the purpose of determining shareholders entitled to notice of a shareholder’s meeting, to demand a special meeting, to vote or in order to make a determination of shareholders for any other proper purpose, the board of directors may provide that the record date be fixed not more than seventy days before the meeting or action requiring a determination of shareholders.

LIST OF SHAREHOLDERS

Section 6. The officer or agent having charge of the transfer books for shares shall make, beginning the earlier of at least ten days before each meeting of shareholders or at least two business days after the notice of the meeting is given and continuing through the meeting, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of each and the number of shares held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the principal office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of the shareholders.

ARTICLE XI

GENERAL PROVISIONS

DIVIDENDS

Section 1. Subject to the provisions of the articles of incorporation relating thereto, if any, dividends may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to any provisions of the articles of incorporation.

Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for

such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

Section 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 4. The fiscal year of the corporation shall be December 31.

SEAL

Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Colorado”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE XII

AMENDMENTS

Section 1. These bylaws may be altered, amended, or repealed or new bylaws may be adopted by the affirmative vote of a majority of the board of directors at any regular or special meeting of the board.

EX-3.13

Exhibit 3.13

	NORTH CAROLINA
	Department of The Secretary of State

To all whom these presents shall come, Greetings:

I, ELAINE F. MARSHALL, Secretary of State of the State of North Carolina, do hereby certify the following and hereto attached to be a true copy of

ARTICLES OF INCORPORATION

OF

URS CORPORATION—NORTH CAROLINA

the original of which is now on file and a matter of record in this office,

	IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at the City of Raleigh, this 24th day of October, 2001.
	/s/ Elaine F. Marshall
	Secretary of State

Certification Number: 5764148-1             Page: 1 of 4             Ref.#     4691602

Verify this certificate online at www.secretary.state.nc.us/Verificatlon.

21 215 5099	State of North Carolina	SOSID: 599933
	Department of the Secretary of State	Date Filed: 8/6/2001 10:27 AM
	ARTICLES OF INCORPORATION	Elaine F. Marshall
	(PROFESSIONAL CORPORATION)	North Carolina Secretary of State

Pursuant to Chapter 55B and § 55-2-02 of the General Statutes of North Carolina the undersigned does hereby submit these Articles of Incorporation for the purpose of forming a professional corporation:

1. The name of the corporation is: URS Corporation - North Carolina

2. The number of shares the corporation is authorized to issue is: Four hundred

These shares shall be. (check either a or b)

a. x all of one class, designated as common stock; or

b. ¨ divided into classes or series within a class as provided in the attached schedule, with the information required by N.C.G.S. § 55-6-01.

3. The street address and county of the initial registered office of the corporation is:

Number and Street 225 Hillsborough Street

City, State, Zip Code Raleigh, North Carolina                                                                                  County Wake

4. The mailing address if different from the street address of the initial registered office is: n/a

5. The name of the initial registered agent is: CT Corporation

6. Any other provisions, which the corporation elects to include, are attached,

7. The specific purpose for which the corporation is being formed: Engineering

8. The name and address of each incorporator is as follows: (Attach additional sheets if necessary.)

William D. Webb, 5301 77 Center Drive, Suite 41, Charlotte, North Carolina 28217

9. With respect to each professional service to be practiced through the corporation, the name of at least one of the corporation’s incorporators who is a licensee of the licensing board which regulates such profession in this State is:

William D. Webb

10. A certification by the appropriate licensing board that the shareholder interests of the corporation are in compliance with the requirements of N.C.G.S. Sections 55B-4(2) and 55B-6 is attached,

Revised January 2000		Form PC-05
CORPORATIONS DIVISION	P. O. BOX 29622	RALEIGH, NC 27626-0622

Certificate Number: 5764148-1        Page: 2 of 4

11. These articles will be effective upon filing, unless a date and/or time is specified:                                                              

This the 27^th day of July, 2001.

/s/ William D. Webb

Signature

William D. Webb, Incorporator

Type or Print Name and Title

NOTES:

1. Filing fee is $125. This document and one exact or conformed copy of these articles must be filed with the Secretary of State.

2. Only a “professional corporation” may use this form. To determine whether a particular corporation is such a “professional corporation,” it is necessary to examine the requirements of N.C.G.S. § 55B-2(5). If the corporation does not meet those requirements, it must use the standard form for incorporation of a business corporation.

Revised January 2000		Form PC-05
CORPORATIONS DIVISION	P. O. BOX 29622	RALEIGH, NC 27626-0622

Certificate Number: 5764148-1        Page: 3 of 4

	NORTH CAROLINA BOARD OF EXAMINERS FOR ENGINEERS AND SURVEYORS 310 West Millbrook Road Raleigh, North Carolina 27609
	October 24, 2001

George E. Freeman, PE, PLS Chairman William C. Owen, PLS Vice-Chairman Doris M. Rodgers, Public Secretary   Johnie C. Garrason, PLS Henry V. Liles, Jr., PE Dr. Joseph Monroe, Public David L. Peeler, PE M. Frank Tyndall, PE   Andrew L. Ritter Executive Director William D. Webb, PE URS Corporation-North Carolina 5301 77 Center Dr Ste 41 Charlotte, NC 28217   Re: URS Corporation-North Carolina License No. C-2243                               Dear Mr. Webb:   The North Carolina Board of Examiners for Engineers and Surveyors offers congratulations to URS Corporarion-North Carolina upon meeting the legal requirements of the State of North Carolina to practice Engineering as a Professional Corporation.   The license number assigned to the corporation by the Board is referenced above. Enclosed is a Certificate of Licensure, as well as the annual license for the year 2001-2002.   You are reminded that the authority of the corporation (as granted by our Board) is limited to the practice of Engineering through the licensees indicated on your original application. Business addresses of all North Carolina licensed professionals listed on your application form have been changed, if needed, to reflect the address of the corporation. Licensees desiring an address other than the one of the corporation must notify our office.   The Board further reminds you that under the regulatory provisions of 21 NCAC 56.080-4 (b) and G. S. §55B-10, this license expires on the last day of the month of June following issuance or renewal. Unless renewed, the certificate shall become invalid on that date. Annual renewal forms will be mailed each June in accordance with G. S. 55B-11 to the address of record for the corporation.   For the Board,   /s/ Andrew L. Ritter                  Andrew L. Ritter Executive Director   Enclosures Cc: Dennis H. Sherman (w/o encl.)

Telephone	FAX	EMAIL Address	WEB Site
(919) 841-4000	(919) 841-4012	ncboard@ncbels.org	www.ncbels.org

	NORTH CAROLINA
	Department of The Secretary of State

To all whom these presents shall come, Greetings:

I, ELAINE F. MARSHALL, Secretary of State of the State of North Carolina, do hereby certify the following and hereto attached to be a true copy of

ARTICLES OF AMENDMENT

OF

URS CORPORATION—NORTH CAROLINA

the original of which was filed in this office on the 5th day of May, 2004.

	IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at the City of Raleigh, this 5th day of May, 2004
	/s/ Elaine F. Marshall
Document Id: C20041250075	Secretary of State

                           3

State of North Carolina Department of the Secretary of State	SOSID: 0599933 Date Filed: 5/5/2004 9:57:00 AM Elaine F. Marshall North Carolina Secretary of State C200412500753
ARTICLES OF AMENDMENT BUSINESS CORPORATION

Pursuant to §55-10-06 of the General Statutes of North Carolina, the undersigned corporation hereby submits the following Articles of Amendment for the purpose of amending its Articles of Incorporation.

1. The name of the corporation is: URS CORPORATION—NORTH CAROLINA

2. The text of each amendment adopted is as follows (Siatt below or attach):

“7, The specific purpose for which the corporation is being formed: engineering and geology.”

3. If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment, if not contained in the amendment itself, are as follows:

4. The date of adoption of each amendment was as follows:

April 1,2004

5. (Check either a, b, c, or d, whichever is applicable)

a. ¨ The amendment(s) was (were) duly adopted by the incorporators prior to the issuance of shares,

b. ¨ The amendment(s) was (were) duly adopted by the board of directors prior to the issuance of shares.

c. ¨ The amendment(s) was (were) duly adopted by the board of directors without shareholder action as shareholder action was not required because (set forth a brief explanation of why shareholder action was not required.)

d. x The amendment(s) was (were) approved by shareholder action, and such shareholder approval was obtained as required by Chapter 55 of the North Carolina General Statutes.

CORPORATIONS DIVISION	P. O. BOX 29622	RALEIGH, NC 27626-0622
(Revised January 2002) NC005 - 09/18/02 C T System Online		(Form B-02)

ARTICLES OF AMENDMENT

Page 2

6. These articles will be effective upon filing, unless a delayed time and date is specified:

This the 8th day of April, 2004

URS Corporation—North Carolina

Name of Corporation

/s/ Kristin L. Jones

Signature

Kristin L. Jones, Assistant Secretary

Type or Print Name and Title

NOTES:

1. Filing fee is $50. This document and one exact or conformed copy of these articles must be filed with the Secretary of State.

CORPORATIONS DIVISION	P. O. BOX 29622	RALEIGH, NC 27626-0622
(Revised January 2002) NC005 - 09/18/02 C T System Online		(Form B-02)

Chairman, Macklin Armstrong
Vice Chairman, Ivan Gilmore Secretary-Treasurer, James Simons Members Godfrey Gayle Charles Almy William Lyke		P.O. Box 41225 Raleigh, NC 27629-1225 Telephone (919) 850-9669 Facsimile (919) 872-1598 Email: ncblg@bellsouth.net

North Carolina Board for Licensing of Geologists

April 27, 2004

Robert H. MacWilliams

URS Corporation-North Carolina

1600 Perimeter Park Drive

Morrisville, NC 27560

Re: Corporate Registration

Letter of Certification

URS Corporation-North Carolina, has submitted a properly executed application for a corporate certificate of registration to the North Carolina Board for licensing of Geologists. The Board has determined that the application is valid and that the application meets the requirements of General Statute 55B, insofar as the Board can determine and that the ownership of the shares of stock are in compliance with the requirements of G.S. 55B-4(2) and G.S. 55B-6.

The corporation meets the applicable provisions of the Professional Corporations Act, Chapter 89E of the General Statutes of North Carolina.

Present this “Letter of Certification” to the Secretary of State, along with any other documentation their office requires to obtain your “Articles of Amendment” and /or a “Certificate of Authority”. When the Secretary of State issues this/these document(s), it will be necessary to send a copy of each to the Board, along with a check for the $25.00 license fee to obtain your corporate registration number. The Board will then send you a registration card and wall certificate.

Please give us a call if we can be of further assistance.

Sincerely,

/s/ Barbara U. Geiger

Barbara U. Geiger

Assistant to the Administrator

enclosure

/bug

NORTH CAROLINA Department of The Secretary of State

To all whom these presents shall come, Greetings:

I, ELAINE F. MARSHALL, Secretary of State of the State of North Carolina, do hereby

certify the following and hereto attached to be a true copy of

ARTICLES OF AMENDMENT

OF

URS CORPORATION—NORTH CAROLINA

the original of which was filed in this office on the 9th day of July, 2008.

	IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at the City of Raleigh, this 9th day of July, 2008.
		/s/ Elaine F. Marshall
Certification# C200819100107-1 Referenced C200819100107-1     Page: 1 of 4 Verify this certificate online at www secretary.state.nc.us/verification		Secretary of State

State of North Carolina Department of the Secretary of State SOSID: 0599933 Date Filed: 7/9/2008 4:37:00 PM Elaine F. Marshall North Carolina Secretary of State C200819100107

ARTICLES OF AMENDMENT

BUSINESS CORPORATION

Pursuant to §55-10-06 of the General Statutes of North Carolina, the undersigned corporation hereby submits the following Articles of Amendment for the purpose of amending its Articles of Incorporation.

1.	The name of the corporation is: URS CORPORATION—NORTH CAROLINA
2.	The text of each amendment adopted is as follows (State below or attach):
	“7. The specific purposes for which the corporation is being formed: engineering, land surveying and geology.” _________________________________________________________________________________________________________
	_________________________________________________________________________________________________________
	_________________________________________________________________________________________________________
	_________________________________________________________________________________________________________
	_________________________________________________________________________________________________________
	_________________________________________________________________________________________________________
	_________________________________________________________________________________________________________
3.	If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment, if not contained in the amendment itself, are as follows:
	_________________________________________________________________________________________________________
	_________________________________________________________________________________________________________
	_________________________________________________________________________________________________________
	_________________________________________________________________________________________________________
	_________________________________________________________________________________________________________
4.	The date of adoption of each amendment was as follows: June 16, 2008
	_________________________________________________________________________________________________________
5.	(Check either a, b, c, or d, whichever is applicable)
	a. ¨ The amendment(s) was (were) duly adopted by the incorporators prior to the issuance of shares. b. ¨ The amendment(s) was (were) duly adopted by the board of directors prior to the issuance of shares. c. ¨ The amendment(s) was (were) duly adopted by the board of directors without shareholder action as shareholder action was not required because (set forth a brief explanation of why shareholder action was not required.)
	_________________________________________________________________________________________________________
	_________________________________________________________________________________________________________
	_________________________________________________________________________________________________________
	d. x The amendment(s) was (were) approved by shareholder action, and such shareholder approval was obtained as required by Chapter 55 of the North Carolina General Statutes.

CORPORATIONS DIVISION (Revised January 2002)   NC005 - 09/16/2008 C T System Online P. O. BOX 29622 RALEIGH, NC 27626-0622 (Form B-02)

ARTICLES OF AMENDMENT

Page 2

6.	These articles will be effective upon filing, unless a delayed time and date is specified:
	_________________________________________________________________________________________________________
	_________________________________________________________________________________________________________

This the 18th day of June, 2008

URS Corporation—North Carolina

Name of Corporation

/s/ Kristin L. Jones

Signature

Kristin L. Jones, Secretary

Type or Print Name and Title

NOTES:

1. Filing fee is $50. This document must be filed with the Secretary of State.

CORPORATIONS DIVISION (Revised January 2002)   NC005 - 09/16/2008 C T System Online P. O. BOX 29622 RALEIGH, NC 27626-0622 (Form B-02)

NORTH CAROLINA BOARD OF EXAMINERS FOR ENGINEERS AND SURVEYORS 4601 Six Forks Rd Suite 310 Raleigh, North Carolina 27609

CERTIFICATE FOR FILING

with

SECRETARY OF STATE

to add a service to a

PROFESSIONAL CORPORATION

(Certificate expires and becomes invalid as of July 22, 2008)

[For professions other than engineering and land surveying, obtain Certificate(s) from appropriate Licensing Board(s).]

TO: Office of the Secretary of State

PO Box 29622

Raleigh, North Carolina 27626-0622

FROM: North Carolina Board of Examiners

for Engineers and Surveyors

The Officers, Directors and Shareholders of:

URS Corporation-North Carolina

have made application to our Board to add land surveying as a Professional service to be offered and have identified, by application to the Board of Examiners, the names and addresses of the Officers, Directors and Shareholders (or proposed Officers, Directors and Shareholders) of the Company. Said application also certifies that shares of said Corporation are (or will be) owned in accordance with the provisions of G.S. 55B. Based upon my examination of the records of this office, I hereby certify that at least one Officer, Director and Shareholder of the company is a “licensee” as defined in §55B-2(2) and is authorized to practice Engineering and Land Surveying pursuant to the requirements of the North Carolina Engineering and Land Surveying Act, Chapter 89C of the North Carolina General Statutes.

This Certificate is executed under the authority of the North Carolina State Board of Examiners for Engineers and Surveyors, this 20^th day of June 2008.

	/s/ Andrew L. Ritter
	Andrew L. Ritter Executive Director

Telephone	FAX	EMAIL Address	WEB Site
(919) 791-2000	(919) 791-2012	ncbels@ncbels.org	www.ncbels.org

EX-3.14

Exhibit 3.14

URS CORPORATION – NORTH CAROLINA

* * * * *

BYLAWS

as amended June 16, 2008

* * * * *

ARTICLE I

OFFICES

******

Section 1. The registered office shall be located in Raleigh, North Carolina.

Section 2. The corporation may also have offices at such other places both within and without the State of North Carolina as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

ANNUAL MEETINGS OF SHAREHOLDERS

Section 1. All meetings of shareholders for the election of directors shall be held in Morrisville, State of North Carolina at such place as may be fixed from time to time by the board of directors.

Section 2. Annual meetings of shareholders, commencing with the year 2000, shall be held on the 1st day of November at which they shall elect, pursuant to law, a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3. Written or printed notice of the annual meeting stating the date, time, and place of the meeting, shall be delivered not less than ten (10) days nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

ARTICLE III

SPECIAL MEETINGS OF SHAREHOLDERS

Section 1. Special meetings of shareholders for any purpose other than the election of directors may be held at such time and place within or without the State of North Carolina as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Special meetings of the shareholders, for any purpose or purposes, may be called by the president, the board of directors, or upon written demand of at least ten percent (10%) of all of the votes entitled to be cast on any issue proposed to be considered.

Section 3. Written or printed notice of a special meeting stating the date, time, and place of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer of persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

Section 4. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

ARTICLE IV

QUORUM AND VOTING OF STOCK

Section 1. A majority of the votes entitled to be cast on a matter by a voting group constitutes a quorum of the voting group for action on that matter, except as otherwise provided by statute or by the articles of incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 2. If a quorum is present, action on a matter by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action.

Section 3. Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders unless the articles of incorporation provide otherwise. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.

Section 4. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting, if one or more written consents setting forth the action so taken shall be signed, either manually or in facsimile, by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE V

DIRECTORS

Section 1. The minimum number of directors shall be three. Directors need not be residents of the State of North Carolina. A majority of the directors shall be licensed professional engineers, land surveyors or professional geologists. Of the directors, there shall be at least one professional engineer, one land surveyor, and one geologist, licensed in North Carolina.

Section 2. Any vacancy occurring in the board of directors, including a vacancy resulting from an increase in the number of directors, may be filled by the shareholders, the board of directors, or if the directors remaining in office constitute fewer than a quorum of the board, the vacancy may be filled by the affirmative vote of a majority of the directors remaining in office.

Section 3. The business affairs of the corporation shall be managed by its board of directors, which may exercise all such powers of the corporation and do all lawful acts.

Section 4. The directors may keep the books of the corporation outside of the State of North Carolina, except such as are required by law to be kept within the state, at such place or places as they may from time to time determine.

Section 5. The board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise.

ARTICLE VI

BOARD OF DIRECTORS MEETINGS

Section 1. Meetings of the board of directors, regular or special, may be held either within or without the State of North Carolina.

Section 2. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

Section 3. Special meetings of the board of directors may be called on 3 days’ notice to each director, either personally, by mail or by telegram.

Section 4. Attendance or participation of a director at any meeting shall constitute a waiver of notice of such meeting, unless the director, at the beginning of the meeting (or promptly upon arrival), objects to holding the meeting or transacting business at the meeting, and does not thereafter vote for or assent to action taken at the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of the notice of such meeting.

Section 5. A majority of the directors shall constitute a quorum for the transaction of business, unless a greater number is required by law or by the articles of incorporation. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute or by the articles of incorporation. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time until a quorum shall be present.

Section 6. Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting if one or more written consents, setting forth the action so taken, shall be signed, either manually or in facsimile, by all of the directors entitled to vote with respect to the subject matter thereof.

ARTICLE VII

EXECUTIVE COMMITTEES

Section 1. The board of directors, by resolution adopted by a majority of the number of directors fixed by the bylaws or otherwise, may designate two or more directors to constitute an executive committee, which committee, to the extent provided in such resolution, shall have and exercise all of the authority of the board of directors in the management of the corporation, except as otherwise required by law. Vacancies in the membership of the committee shall be filled by the board of directors at a regular or special meeting of the board of directors. The executive committee shall keep regular minutes of its proceedings and report the same to the board when required.

ARTICLE VIII

NOTICES

Section 1. Whenever notice is required to be given to any director or shareholder under the provisions of the statutes, the articles of incorporation or these bylaws, it shall be construed to mean written notice, which may be by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time it is deposited in the United States mail or as otherwise provided by law. Notice to directors may also be given by telegram.

Section 2. Whenever notice is required to be given under the provisions of the statutes, the articles of incorporation or these bylaws, a waiver thereof, in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX

OFFICERS

Section 1. The officers of the corporation shall be chosen by the board of

directors, and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Officers need not be licensed professional engineers.

Section 2. The board of directors, at its first meeting after each annual meeting of shareholders, shall choose a president, one or more vice-presidents, a secretary and a treasurer, none of whom need be a member of the board.

Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

Section 8. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president

and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the shareholders, and shall record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. The secretary shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision the secretary shall be. The secretary shall have custody of the corporate seal of the corporation, and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by the secretary’s signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by such officer’s signature.

Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary, and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11. The treasurer shall have the custody of the corporate funds and securities, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all the treasurer’s transactions as treasurer and of the financial condition of the corporation.

Section 13. If required by the board of directors, the treasurer shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of the treasurer’s office and for the restoration to the corporation, in case of the treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other

property of whatever kind in the treasurer’s possession or under the treasurer’s control, belonging to the corporation.

Section 14. The assistant treasurer or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer, and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE X

CERTIFICATES FOR SHARES

Section 1a. Pursuant to Chapter 55B-6 of the North Carolina General Statutes concerning capital stock, the corporation shall issue no fewer than 2/3rds of its capital stock to licensees, as defined in G.S. 55B-2.

Section 1b. The shares of the corporation shall be represented by certificates signed by the president or a vice-president and the secretary or treasurer or an assistant secretary or treasurer of the corporation, or by the board of directors, and may be sealed with the seal of the corporation or a facsimile thereof.

When the corporation is authorized to issue different classes of shares or different series within a class, there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the corporation will furnish to any shareholder upon request and without charge, a full statement of the designations, preferences, limitations, and relative rights, applicable to each class, and the variations in the relative rights, preferences, and limitations determined for each series and the authority of the board of directors to determine variations for future series.

LOST CERTIFICATES

Section 2. The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation, which is alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

TRANSFERS OF SHARES

Section 3. Upon surrender, to the corporation or the transfer agent of the corporation, of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate shall be cancelled

and the transaction recorded upon the books of the corporation.

CLOSING OF TRANSFER BOOKS

Section 4. For the purpose of determining shareholders entitled to notice of, or to vote at, any meeting of shareholders, or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors may fix a record date, in advance, that may not be more than seventy (70) days before the meeting or action requiring a determination of shareholders.

REGISTERED SHAREHOLDERS

Section 5. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote with respect to the shares shown to be owned, and to hold liable for calls and assessments a person registered on its books as the owner of shares and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the law.

LIST OF SHAREHOLDERS

Section 6. A list of shareholders as of the record date, certified by the corporate officer responsible for its preparation or the transfer agent, shall be open for inspection at any meeting of shareholders.

ARTICLE XI

GENERAL PROVISIONS

DIVIDENDS

Section 1. Subject to the law and any applicable provisions of the articles of incorporation, dividends may be declared by the board of directors at any regular or special meeting, and may be paid in cash, in property or in shares of the corporation.

Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time, in their absolute discretion, think proper, as a reserve fund to meet contingencies, for equalizing dividends, for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

Section 3. All checks or demands for money, and notes of the corporation, shall

be signed by such officer or officers, or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 4. The fiscal year-end of the corporation shall be December 31.

SEAL

Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, North Carolina”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE XII

AMENDMENTS

Section 1. These bylaws may be amended or repealed or new bylaws may be adopted, by the affirmative vote of a majority of the board of directors at any regular or special meeting of the board unless the articles of incorporation or law reserves this power to the shareholders.

EX-3.15

Exhibit 3.15

RESTATED ARTICLES OF INCORPORATION     OF     WOODWARD-CLYDE CONSULTANTS       * * * * * *    

JEAN-YVES PEREZ and DAVID T. DIMICK certify that:

1. They are the president and secretary, respectively, of Woodward-Clyde Consultants, a corporation organized under the laws of the State of Nevada (the “Corporation”).

2. The Articles of Incorporation of the Corporation are restated to read as follows:

FIRST:	The name of the Corporation is:
	WOODWARD-CLYDE CONSULTANTS
SECOND:	Its principal office in the State of Nevada is located at One East First Street, Reno, Washoe County, Nevada 89501. The name and address of its resident agent is The Corporation Trust Company of Nevada, One East First Street, Reno, Nevada 89501.
THIRD:	The nature of the business, or objects or proposes proposed to be transacted, promoted or carried on are: To hold shares in other corporations engaged in consulting engineering and geology and other professional disciplines.
	To provide services to such corporations.
	To engage in any lawful activity and to manufacture, purchase or otherwise acquire, invest in, own, mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and deal with goods, wares and merchandise and personal property of every class and description.
	To hold, purchase and convey real and personal estate and to mortgage or lease any such real and personal estate with its franchises and to take the same by devise or bequest.

[ILLEGIBLE]		Typed on 8 September 1993
	-1-	(includes all amendments to date)

To acquire, and pay for in cash, stock or bonds of this Corporation or otherwise, the good will, rights, assets and property, and to undertake or assume the whole or any part Of the obligations or liabilities of any person, firm, association or corporation.

To acquire, hold, use, sell, assign, lease, grant license in respect of, mortgage, or otherwise dispose of letters patent of the United States or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trade-marks and trade names, relating to or useful in connection with any business of this Corporation.

To guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the shares of the capital stock of or any bonds, securities or evidences of the indebtedness created by any other corporation or corporations of this state, or any other state or government, and, while owner of such stock, bonds, securities or evidences of indebtedness, to exercise all the rights, powers and privileges of ownership, including the right to vote, if any.

To borrow money and contract debts when necessary for the transaction of its business, or for the exercise of its. corporate rights, privileges or franchises, or for any other lawful purpose of its incorporation, to issue bonds, promissory notes, bills of exchange, debentures, and other obligations and evidences of indebtedness, payable at specified time or times, or payable upon the happening of a specified event or events, whether secured by mortgage, pledge, or otherwise, or unsecured, for money borrowed, or in payment for property purchased, or acquired, or for any other lawful objects.

To purchase, hold, sell and transfer shares of its own capital stock, and use therefor its capital, capital surplus, surplus or other property or funds; provided it shall not use its funds or property for the purchase of its own shares of capital stock when such use would cause any impairment of its capital; and provided further, that shares of its own capital stock belonging to it shall not be voted upon, directly or Indirectly, nor counted as outstanding, for the purpose of computing any stockholders’ quorum or vote.

[ILLEGIBLE]		Typed on 8 September 1993
	-2-	(includes all amendments to date)

	To conduct business, have one or more offices, and hold, purchase, mortgage and convey real and personal property in this state, and in any of the several states, territories, possessions and dependencies of the United States, the District of Columbia, and in any foreign countries.
	To do all and everything necessary and proper for the accomplishment of the objects hereinbefore enumerated or necessary or incidental to the protection and benefit of the Corporation, and, in general, to carry on any lawful business necessary or incidental to the attainment of the objects of the Corporation, whether or not such business is similar in nature to the objects hereinbefore set forth.
	The objects and purposes specified in the foregoing clauses shall, except where otherwise expressed, be in no way limited or restricted by reference to, or inference from the terms of any other cause in these Articles of Incorporation, but the objects and purposes specified in each of the foregoing clauses of this Article shall be regarded as independent objects and purposes.
FOURTH:	This Corporation is authorized to issue one class of capital stock: to be designated “Common Stock.” The total authorized capital of the Corporation is Twenty-Five Thousand Dollars ($25,000) consisting of Twenty-Five Thousand (25,000) shares of Common Stock of the par value of One Dollar ($1.00) each.
FIFTH:	The governing Board of this Corporation shall be known as Directors, and the number of Directors may from time to time be increased or decreased in such manner as shall be provided by the bylaws of this Corporation, provided that the number of Directors shall, not be reduced to less than three (3), except that in cases where all the shares of the Corporation are owned beneficially and of record by either one or two stockholders, the number of Directors may be less than three (3) but not less than the number of stockholders.
	The names and post office addresses of the first Board of Directors, which were three (3) in number, were as follows:

[ILLEGIBLE]		Typed on 8 September 1993
	-3-	(includes all amendments to date)

	NAME	POST OFFICE ADDRESS
	Richard J. Woodward	Bank of America Center San Francisco, CA 94104
	Eugene B. Waggoner	Bank of America Center San Francisco, CA 94104
	Marion T. Hvidt	Bank of America Center San Francisco, CA 94104
SIXTH:	The capital stock, after the amount of the subscription price, or par value has been paid in shall not be subject to assessment to pay the debts of the Corporation.
SEVENTH:	The name and post office address of each of the incorporators signing the original Articles of Incorporation were as follows:
	NAME	POST OFFICE ADDRESS
	Patrick J. McNeil	235 Montgomery Street San Francisco, CA 94104
	Joseph J. Kissela	235 Montgomery Street San Francisco, CA 94104
	Robert J. Ciszek	235 Montgomery Street San Francisco, CA 94104
EIGHTH:	The Corporation is to have perpetual existence.
NINTH:	In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized:
	Subject to the bylaws, if any, adopted by the stockholders, to make, alter or amend the bylaws of the Corporation.
	To fix the amount to be reserved as working capital over and above its capital stock paid in, to authorize and cause to be executed mortgages and liens upon the real and personal property of this Corporation.
	By resolution passed by a majority of the whole Board, to designate one or more committees, each committee to consist of one or more of the Directors of the Corporation, which, to the extent provided in the resolution or in the

[ILLEGIBLE]		Typed on 8 September 1993
	-4-	(includes all amendments to date)

bylaws of the Corporation, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Any committee or committees shall have such name or names as shall be stated in the bylaws of the Corporation or as may be determined from time to time by resolution adopted by the Board of Directors.

3. The foregoing restatement of Articles of Incorporation has been duly approved by the Board of Directors.

4. The foregoing restatement of Articles of Incorporation has been approved by the required written consent of shareholders.

5. They have been authorized to execute this certificate by resolution of the Board of Directors adopted on the 8th day of September 1993.

We further certify that this certificate correctly sets forth the next of the Articles of Incorporation as amended to the date of this certificate.

Dated:	September 8, 1993	By:	/s/ Jean-Yves Perez
			Jean-Yves Perez, President
Dated:	September 8, 1993	By:	/s/ David T. Dimick
			David T. Dimick, Secretary

[ILLEGIBLE]		Typed on 8 September 1993
	-5-	(includes all amendments to date)

	STATE OF NEVADA	C 06764
CT CORPORATION SYSTEM
ATTN: JANET GERKIN
49 STEVENSON ST., STE. 900
SAN FRANCISCO, CA 94105	RECEIPT

CHERYL A. LAU, Secretary of State — Capitol Complex — Carson City, Nevada 89710

Date 1/26/94

Corp. No 748-70 Check $ 135.00 Check No 17178 Cash $

RE: WOODWARD-CLYDE CONSULTANTS

INCORPORATION:     Domestic  ¨     Non Profit  ¨     Foreign  ¨

AMENDMENT:     Dissolution  ¨     Withdrawal  ¨     Merger  ¨     Other  x RESTATED $75.00

CERTIFICATE:     Good Standing (Short)            (Long)             Misc.                                                                      

COPIES:                 @ $1.00                 @ $.50
CERTIFIED:                 @ $5.00         1      @ $10.00	$10.00

LIST OF OFFICERS:     Annual           Sixty Day               Non Profit              Amended               Late Fee          

REINSTATEMENT

RESOLUTION:  Address Change              Resident Agent Change               

EXPEDITE #E55209 $50.00

OTHER $135.00

     CORP-R (Rev. 11-90) YELLOW, Customer; PINK, Accounting; BLUE, Department. By             DF

	THIS FORM SHOULD ACCOMPANY AMENDED AND/OR RESTATED                 ARTICLES OF INCORPORATION FOR A NEVADA CORPORATION
1.	Name of corporation:	Woodward-Clyde Consultants

2.    Date of adoption of Amended and/or Restated Articles: 8 September 1993

3.    If the articles were amended, please indicate what changes have been made: JAN 26 1994

(a)	Was there a name change?    Yes ¨ No ¨.    If yes, what is the new name?
(b)	Did you change your resident agent?    Yes ¨ No ¨.    If yes, please indicate new address:
(c)	Did you change the purposes?    Yes ¨ No ¨.    Did you add Banking? ¨.    Gaming? ¨.    Insurance? ¨.    None of these? ¨.
(d)	Did you change the capital stock? Yes x No ¨. If yes, what is the new capital stock?
	25,000 Common Stock
(e)	Did you change the directors?    Yes ¨ No ¨.    If yes, Indicate the change:
(f)	Did you add the directors liability provision?    Yes ¨ No ¨.
(g)	Did you change the period of existence?    Yes ¨ No ¨.    If yes, what is the new existence?
(h)	If none of the above apply, and you have amended or modified the articles. how did you change your articles?

/s/ David T. Dimick

David T. Dimick/Secretary

Date

STATE OF	Colorado	) )    ss. )
COUNTY OF	Denver

On January 13, 1994, DAVID T DIMICK, personally appeared before me, a Notary Public. KAREN S COOLEY, who acknowledged that he/she executed the above document.

Notary Public

[STAMPSEAL]

(NEV. - 797 - 2/9/90)

[ILLEGIBLE] [ILLEGIBLE] [ILLEGIBLE]

NOTARIAL AUTHORIZATION

I, Daniel T. DeLau, a notary public, do hereby certify that on this 21st day of January, 1994, David T. Dimick and Jean-Yves Perez personally appeared before me, who being by me first duly sworn, declared that they are the Corporate Secretary and President of Woodward-Clyde Consultants, respectively, that they signed the Restated Articles of Incorporation for Woodward-Clyde Consultants as Corporate Secretary and President of the corporation, respectively.

Notary Public

My Commission expires 28 July 1997

	STATE OF NEVADA
	CERTIFICATE AMENDMENT OF ARTICLES OF INCORPORATION
	WOODWARD-CLYDE CONSULTANTS

We the undersigned James R. Miller, President and Robert K. Wilson, Assistant Secretary of Woodward-Clyde Consultants do hereby certify:

That the Board of Directors or said corporation at a meeting duly convened, held on the 9th day of November, 1996 adopted a resolution to amend the original articles as follows:

Article 1 is hereby amended to read as follows:

The name of this corporation is Woodward-Clyde International-Americas.

The number of shares of the corporation outstanding and entitled to vote on an amendment to the Articles of Incorporation is 100.

The said change and amendment has been consented to and approved by a unanimous vote of the stockholders holding 100% of each class of stock outstanding and entitled to vote thereon.

/s/ James R. Miller

James R. Miller, President

[ILLEGIBLE]

Robert K. Wilson, Assistant Secretary

State of	[ILLEGIBLE]
County of	[ILLEGIBLE]

On [ILLEGIBLE] personally appeared before me, a Notary Public, [ILLEGIBLE] who                                          Names of Persons Signing document

acknowledged that they executed the above instrument.

[ILLEGIBLE]

Signature of Notary

(Notary stamp or seal)

[ILLEGIBLE]

CERTIFICATE OF CHANGE
OF RESIDENT AGENT AND/OR LOCATION OF REGISTERED OFFICE
(corporations only)
Woodward-Clyde International-Americas
Name of Corporation

The change(s) below is (are) effective upon the filing of this document with the Secretary of State.

Reason for Change: (check one) x Change of Resident Agent ¨ Change of Location of Registered Office

The former resident agent and/or location of the registered office was:

Resident Agent:	The Corporation Trust Company of Nevada
Street No.:	One East First Street
City:	Reno, NV 89501

The resident agent and/or location of the registered office is changed to:

Resident Agent:	CSC Services of Nevada, Inc.
Street No.:	502 East John Street
City:	Carson City, NV 89706

NOTE: For a corporation to file this certificate, the signature of one officer is required. The certificate does not need to be notarized.

/s/ Robert K. Wilson

Signature/Title

Robert K. Wilson, Assistant Secretary

Certificate of Acceptance of Appointment by Resident Agent: I, CSC Services of Nevada, Inc. hereby accept the appointment as Resident Agent for the above-named business entity.

/s/ Vivien S. Mitchell	5/28, 98
(Signature of Resident Agent)	(Date)
Vivien S. Mitchell,

NOTE: The fee is $15.00 for filing either a certificate of change of location of the registered office or the new designation of resident agent.

(Rev. 12-95)

	CERTIFICATE OF AMENDMENT OF
	CERTIFICATE OF INCORPORATION OF
	WOODWARD-CLYDE INTERNATIONAL-AMERICAS
	Under Section 78.385 of the General Corporation Law of the State of Nevada

The undersigned, Jean-Yves Perez, Vice President, and Carol Brummerstedt, Assistant Secretary of Woodward-Clyde International-Americas, a corporation organized and existing under the laws of the State of Nevada (“the Corporation”), does hereby certify as follows:

FIRST: The name of the Corporation is

WOODWARD-CLYDE INTERNATIONAL-AMERICAS

SECOND: The Certificate Incorporation of the Corporation has been amended as follows:

Article “FIRST” of the Certificate of Incorporation of the Corporation, is hereby amended to read as follows:

“FIRST: The name of the Corporation is

URS GREINER WOODWARD-CLYDE INTERNATIONAL-AMERICAS, INC.

/s/ Jean-Yves Perez

Jean-Yves Perez, Vice President

/s/ Carol Brummerstedt

Carol Brummerstedt, Asst. Secretary

STATE OF Colorado	)
	:	ss. :
COUNTY OF Denver	)

I, Jamie D Thrun, a notary public, do hereby certify that on this 17 day of August, 1998, personally appeared before me Jean-Yves Perez, who, being by me first duly sworn, declared that he is the Vice President of URS GREINER WOODWARD-CLYDE INTERNATIONAL-AMERICAS, INC, that he executed the foregoing document as the Vice President of the corporation, and that the statements there in contained are true.

/s/ Jamie D. Thrun

Notary Public

My commission expires 12/4/99

(Notorial Seal)

	CERTIFICATE OF AMENDMENT OF
	CERTIFICATE OF INCORPORATION OF
	URS GREINER WOODWARD-CLYDE INTERNATIONAL-AMERICAS, INC.
	* * * *
	Under Section 73.385 of the General Corporation Law of the State of Nevada

The undersigned, Joseph Masters, Vice President, and Carol Brummerstedt, Assistant Secretary of URS Greiner Woodward-Clyde International-Americas, Inc., a corporation organized and existing under the laws of the State of Nevada (“the Corporation”), do hereby certify as follows:

FIRST: The name of the Corporation is

URS GREINER WOODWARD-CLYDE INTERNATIONAL-AMERICAS, INC.

SECOND: Article FIRST of the Certificate of Incorporation has been amended to read as follows:

“The name of the Corporation is URS CORPORATION.”

The number of shares of the corporation outstanding and entitled to vote on an amendment to the Articles of Incorporation is 100.

The said change and amendment has been consented to and approved by the sole shareholder, which holds 100% of each class of stock outstanding and entitled to vote thereon.

Dated: April 7, 2000

/s/ Joseph Masters

Joseph Masters, Vice President

/s/ Carol Brummerstedt

Carol Brummerstedt, Assistant Secretary

EX-3.16

Exhibit 3.16

AMENDED AND RESTATED BYLAWS

OF

URS CORPORATION

a Nevada corporation

as of December 1, 2007

* * * * *

ARTICLE I

OFFICES

Section 1. The registered office shall be in Reno, Nevada.

Section 2. The corporation may also have offices at such other places both within and without the State of Nevada as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. All annual meetings of the stockholders shall be held in the City of San Francisco, State of California. Special meetings of the stockholders may be held at such time and place within or without the State of Nevada as shall be stated in the notice of the meeting, or in a duly executed waiver of notice thereof.

Section 2. Annual meetings of stockholders shall be held on the first day of November, if not a legal holiday, and if a legal holiday, then on the next secular day following at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 4. Notices of meetings shall be in writing and signed by the president or a vice president, or the secretary, or an assistant secretary, or by such other natural person or persons as the directors shall designate. Such notice shall state the purpose or purposes for which the meeting is called and the time when and the place where it is to be held. A copy of such notice

shall be either delivered personally to or shall be mailed, postage prepaid, to each stockholder of record entitled to vote at such meeting not less than ten nor more than sixty days before such meeting. If mailed, it shall be directed to a stockholder at his address as it appears upon the records of the corporation and upon such mailing of any such notice, the service thereof shall be complete, and the time of the notice shall begin to run from the date upon which such notice is deposited in the mail for transmission to such stockholder. Personal delivery of any such notice to any officer of a corporation or association, or to any member of a partnership shall constitute delivery of such notice to such corporation, association or partnership. In the event of the transfer of stock after delivery or mailing of the notice of and prior to the holding of the meeting it shall not be necessary to deliver or mail notice of the meeting to the transferee.

Section 5. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 6. In no instance where action is authorized by unanimous written consent need a meeting of stockholders be called or notice given.

Section 7. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the articles of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 8. When a quorum is present or represented at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the articles of incorporation a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 9. Every stockholder of record of the corporation shall be entitled at each meeting of stockholders to one vote for each share of stock standing in his name on the books of the corporation.

Section 10. At any meeting of the stockholders, any stockholder may be represented and vote by a proxy or proxies appointed by an instrument in writing. In the event that any such instrument in writing shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one shall be present, then that one shall have and may exercise all of the powers conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide. No such proxy shall be valid after the expiration of six months from the date of its execution, unless coupled with an interest, or unless the person executing it specifies therein the length of time for which it is to continue in force, which in no case shall exceed seven years from the

date of its execution. Subject to the above, any proxy duly executed is not revoked and continues in full force and effect until an instrument revoking it or a duly executed proxy bearing a later date is filed with the secretary of the corporation.

Section 11. Any action, which may be taken by the vote of the stockholders at a meeting, may be taken without a meeting if authorized by the written consent of stockholders holding at least a majority of the voting power, unless the provisions of the statutes or of the articles of incorporation require a greater proportion of voting power to authorize such action in which case such greater proportion of written consents shall be required.

ARTICLE III

DIRECTORS

Section 1. The authorized number of directors shall be determined from time to time by resolution of the Board of Directors, provided that the Board of Directors shall consist of at least one member. The number of Directors may not be less than three except that where all the shares of the corporation are owned beneficially and of record by either one or two Stockholders, the number of Directors may be less than three but not less than the number of Stockholders.

Section 2. Vacancies, including those caused by an increase in the number of directors, may be filled by a majority of the remaining directors though less than a quorum. When one or more directors shall give notice of his or their resignation to the board, effective at a future date, the board shall have power to fill such vacancy or vacancies to take effect when such resignation or resignations shall become effective, each director so appointed to hold office during the remainder of the term of office of the resigning director or directors.

Section 3. The business of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Nevada.

Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6. Regular meetings of the board of directors may be held without notice at such time and place as shall from time to time be determined by the board.

Section 7. Special meetings of the board of directors may be called by the president or secretary on the written request of two directors. Written notice of special meetings of the board of directors shall be given to each director at least two (2) days before the date of the meeting.

Section 8. A majority of the board of directors, at a meeting duly assembled, shall be necessary to constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the articles of incorporation. Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

COMMlTTEES OF DIRECTORS

Section 9. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, and may have power to authorize the seal of the corporation to be affixed to all papers on which the corporation desires to place a seal. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Section 10. The committees shall keep regular minutes of their proceedings and report the same to the board when required.

COMPENSATION OF DIRECTORS

Section 11. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE IV

NOTICES

Section 1. Notices to directors and stockholders shall be in writing and delivered personally or mailed to the directors or stockholders at their addresses appearing on the books of the corporation. Notice by mail shall be deemed to be given at the time when the same shall be mailed. Notice to directors may also be given by facsimile telecommunication.

Section 2. Whenever all parties entitled to vote at any meeting, whether of directors or stockholders, consent, either by a writing on the records of the meeting or filed with the secretary, or by presence at such meeting and oral consent entered on the minutes, or by taking part in the deliberations at such meeting without objection, the doings of such meeting shall be as valid as if had at a meeting regularly called and noticed, and at such meeting any business may be transacted which is not excepted from the written consent or to the consideration of which no objection for want of notice is made at the time, and if any meeting be irregular for want of notice or of such consent, provided a quorum was present at such meeting, the proceedings of said meeting may be ratified and approved and rendered likewise valid and the irregularity or defect therein waived by a writing signed by all parties having the right to vote at such meetings; and such consent or approval of stockholders may be by proxy or attorney, but all such proxies and powers of attorney must be in writing.

Section 3. Whenever any notice whatever is required to be given under the provisions of the statutes, of the articles of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice president, a secretary and a treasurer. Any natural person may hold two or more offices.

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, a vice president, a secretary and a treasurer, none of whom need be a member of the board.

Section 3. The board of directors may appoint additional vice presidents, and assistant secretaries and assistant treasurers and such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise shall be filled by the board of directors.

THE PRESIDENT

Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE PRESIDENT

Section 8. The vice president shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties as the board of directors may from time to time prescribe.

THE SECRETARY

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall keep in safe custody the seal of the corporation and, when authorized by the board of directors, affix the same to any instrument requiring it and, when so affixed, it shall be attested by his signature or by the signature of the treasurer or an assistant secretary.

THE TREASURER

Section 10. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 11. He shall disburse the funds of the corporation as may be ordered by the board of directors taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at the regular meetings of the board, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 12. If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

ARTICLE VI

CERTIFICATES OF STOCK

Section 1. Every stockholder shall be entitled to have a certificate, signed by the president or a vice president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him in the corporation. If the corporation is authorized to issue shares of more than one class or more than one series of any class, there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the corporation will furnish to any stockholders upon request and without charge, a full or summary statement of the designations, preferences and relative, participating, optional or other special rights of the various classes of stock or series thereof and the qualifications, limitations or restrictions of such rights, and, if the corporation shall be authorized to issue only special stock, such certificate shall set forth in full or summarize the rights of the holders of such stock.

Section 2. Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of the officers or agents, the transfer agent or transfer clerk or the registrar of the corporation may be printed or lithographed upon such certificate in lieu of the actual signatures. If the corporation uses facsimile signatures of the officers and agents on its stock certificates, it cannot act as registrar of its own stock, but its transfer agent and registrar may be identical if the institution acting in those dual capacities countersigns or otherwise authenticates any stock certificates in both capacities. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the corporation, such certificate or certificates may nevertheless be adopted by the corporation and be issued and delivered as though the person or persons who signed such certificate or certificates, or whose facsimile signature or signatures shall have been used thereon, had not ceased to be an officer or officers of such corporation.

LOST CERTIFICATES

Section 3. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his

legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

TRANSFER OF STOCK

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

CLOSING OF TRANSFER BOOKS

Section 5. The directors may prescribe a period not exceeding sixty days prior to any meeting of the stockholders during which no transfer of stock on the books of the corporation may be made, or may fix a day not more than sixty days or less than 10 days prior to the holding of any such meeting as the day as of which stockholders entitled to notice of and to vote at such meeting shall be determined; and only stockholders of record on such day shall be entitled to notice or to vote at such meeting.

REGISTERED STOCKHOLDERS

Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the articles of incorporation, if any, may be declared by the board of directors at any regular or special meeting pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the articles of incorporation.

Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserves in the manner in which it was created.

CHECKS

Section 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 4. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 5. The Corporate seal shall have inscribed thereon the name of the Corporation, the year of its incorporation and the words, “Corporate Seal, Nevada”.

INDEMNITY OF OFFICERS, DIRECTORS, ETC.

Section 6. The Corporation shall indemnify any person who was or is a party or its threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except in an action by or in the right of the Corporation by reason of the fact that he is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceedings if he acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.

Section 7. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a Director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a

manner which he reasonably believed to be in or not opposed to the best interests of the Corporation; except no indemnification shall be made by the Corporation in respect of any claim, issue or matter as to which such person has been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses as the court deems proper.

Any indemnification under Section 6 or 7 of this Article, unless ordered by a court, shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 6 and 7. Determination as to such conduct shall be made:

(1) By the stockholders; or

(2) By the Board of Directors by majority vote of a quorum consisting of Directors who were not parties to such act, suit or proceeding; or

(3) If such a quorum of disinterested Directors so orders, by independent legal counsel in a written opinion; or

(4) If such a quorum of disinterested Directors cannot be obtained, by independent legal counsel in a written opinion.

A Director, officer, employee or agent of the Corporation who is seeking indemnification shall make a written request for such indemnification to the Board. Upon receipt of such request the Board shall act promptly and in compliance with the procedure set forth above.

Expenses incurred in defending any proceeding shall be advanced by the Corporation prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the Director, officer, employee or agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Section.

Section 8. The Corporation shall indemnify any Director, officer, employee or agent of the Corporation who has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in this Section, or in defense of any item, issue or matter therein, against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with such defense.

ARTICLE VIII

STATEMENT OF PURPOSE

Section 1. URS Corporation is a multi-disciplinary professional service firm committed to providing high quality professional consulting services. The purposes of the organization are to meet the needs of clients, to provide sufficient earnings and to maintain an environment in which the professional and financial goals of the firm and its employees may be achieved.

Section 2. The Corporation desires to engage in the practice of the disciplines of Civil Engineering, Electrical Engineering, Mechanical Engineering, Land Surveying and Architecture in the State of Alaska. To engage in the lawful practice of these disciplines, the Corporation will continually maintain a duly registered professional in responsible charge of each discipline in such State.

Section 3. The Corporation desires to engage in the practice of architecture in the State of Washington. To engage in the lawful practice of this discipline the Corporation shall designate an architect in responsible charge, with authority to make all final decisions for architectural activities in the State of Washington.

Section 4. The Board of Directors of the Corporation shall, by formal resolution, designate an engineer and a land surveyor to act in responsible charge for all engineering and land surveying activities in the state of Washington. The designated engineer or land surveyor, respectively, named in the resolution as being in responsible charge, or an engineer or land surveyor under the designated engineer or land surveyor’s direct supervision, shall make all engineering or land surveying decisions pertaining to engineering or land surveying activities in the state of Washington.

Section 5. All engineering decisions pertaining to any project or engineering activities in the State of South Carolina shall be made by the designated engineer in responsible charge named in a resolution of the Board of Directors.

Section 6. The Corporation desires to engage in the practice of architecture in Florida. To engage in the lawful practice of architecture, the Corporation will continually maintain a duly registered architect in responsible charge for the Corporation’s practice of architecture in Florida with authority to make all final decisions for the architectural activities in the State of Florida. The architect in responsible charge shall be a Director and/or principal officer of the Corporation.

ARTICLE IX

AMENDMENTS

Section 1. These by-laws may be altered or repealed at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration or repeal be contained in the notice of such special meeting.

EX-3.18

Exhibit 3.18

AMENDED AND RESTATED BYLAWS

OF

URS CORPORATION GREAT LAKES

A Michigan Corporation

(Amended and Restated as of September 9, 2004)

ARTICLE I.

OFFICE

Section 1. The registered office and place of business of the corporation in the State of Michigan shall be 30600 Telegraph Road, Bingham Farms, Michigan.

Section 2. The corporation may have other offices at such other place or places within or without the State of Michigan as the Board of Directors may from time to time appoint or the business of the corporation may require.

ARTICLE II.

SHAREHOLDERS

Section 1. The annual meeting of the shareholders for the election of directors and for the transaction of such other business as may come before the meeting shall be held at the office of the corporation, or at such other place as may be designated by the Board of Directors, on the tenth Tuesday following the close of the fiscal year of the corporation (unless such day be a holiday, then on the next following business day), at ten o’clock in the forenoon, and notice thereof shall be given by written or printed notice served upon each shareholder entitled to vote thereat, either personally, or by mailing such notice, postage prepaid, addressed to him at his post office address as such address shall appear on the stock records of the corporation, at least five (5) days prior to the holding of the meeting. No notice of the annual meeting of shareholders shall be required as to any shareholder who shall attend such meeting in person or by proxy, nor shall any notice be required as to any shareholder who shall, in person or by attorney duly authorized, waive notice of any meeting, whether before or after such meeting is held.

Section 2. Special meetings of the shareholders shall be held at such place within or without the State of Michigan as may be designated in the notice thereof and shall be called at any time by the Secretary or any other office, whenever directed by the Board of Directors or by the President, or upon the written request of shareholders holding in the aggregate at least ten per centum (10%) of the issued and outstanding capital stock of the corporation entitled to vote on the business to be transacted at such meeting, delivered to such officer. Notice of every special meeting shall be given by a written or printed notice served upon

each shareholder, either personally or by mailing such notice, postage prepaid, addressed to him at his post office address as such address shall appear on the stock records of the corporation, at least ten (10) days prior to the time of holding the meeting. No notice of the special meeting of the shareholders shall be required as to any shareholder who shall attend such meeting in person or by proxy, not shall any notice be required as to any shareholder who shall, in person or by attorney duly authorized, waive notice of any meeting, whether before or after such meeting is held.

Section 3. At all meetings of the shareholders, in order to constitute a quorum, there shall be present, either in person or by proxy, shareholders then entitled to cast a majority in number of votes upon any question other than the election of directors, and for the election of directors there shall be present, in person or by proxy, the holders of a majority in interest of the then outstanding stock of any class then vested with voting power; but if at any regularly called meeting of shareholders there be less than a quorum present, the shareholders present may adjourn the meeting from time to time without further notice until a quorum is had.

Section 4. Unless otherwise provided in the Articles of Incorporation of the corporation, each shareholder shall, at every meeting of the shareholders, be entitled to one vote for each share of capital stock held by such shareholder; but, except where the transfer books of the corporation shall have been closed or a date shall have been fixed as a record date for the determination of shareholders entitled to vote, as hereinafter in these By-Laws provided, no share of stock shall be voted on at any meeting of shareholders which shall have been transferred on the books of the corporation within ten (10) days preceding such meeting.

Section 5. At all meetings of shareholders, any shareholder shall be entitled to vote in person or by proxy, but no proxy shall be voted on after three (3) years from its date unless said proxy provides for a longer period. Proxies shall be in writing, but need not be sealed, witnessed or acknowledged, and shall be filed with the Secretary at or before the meeting.

Section 6. The President, or, in his absence, any executive officer of the corporation, shall call all meetings of the shareholders to order, and, unless otherwise ordered by the shareholders, shall act as Chairman of such meeting.

Section 7. The Secretary of the corporation shall act as secretary of all meetings of the shareholders, or, in his absence, the presiding officer may appoint any person to act as secretary.

Section 8. A complete list of the shareholders entitled to vote at each election of directors, arranged in alphabetical order, shall be prepared and made by the officer or agent who shall have charge of the stock records of the corporation and filed at the place where the election is to be held, at least ten (10) days before every election, and shall for such ten (10) days at all times during the usual hours for business, be open for examination by any registered shareholder entitled to vote at such election and holding in the aggregate at least two per centum (2%) of the outstanding capital stock of all classes of the corporation, and during the whole time of said election, be subject to inspection of any shareholder or his proxy who may be present.

Section 9. No action of the shareholders shall be deemed approved or adopted unless it shall have received the affirmative vote of at least Fifty-one Per Cent (51%) of the outstanding shares of the stock of the corporation, or such greater affirmative vote as may be required by these By-Laws.

ARTICLE III.

DIRECTORS

Section 1. The authorized number of directors shall be determined from time to time by resolution of the Board of Directors, provided that the Board of Directors shall consist of at least one member. The directors shall be elected by the holders of the capital stock entitled to vote for directors at the annual meeting, and shall hold office for one (1) year and until their successors are respectively elected and qualified, or until such time as they are no longer qualified, whichever is sooner.

Section 2. Any vacancy in the Board of Directors, however created, shall be filled by a special meeting of the shareholders called for that purpose.

Section 3. The Board of Directors shall meet for the election of officers and for the transaction of any other business as soon as practicable after the adjournment of the annual meeting of the shareholders, at a time fixed by the directors acting in accordance with Section 6 of this Article, and other regular meetings of the Board shall be held at such times as the Board may from time to time determine. No notice need be given of regular meetings of the Board.

Section 4. Special meetings of the Board of Directors may be called by the President or Secretary or by any director by a written or printed notice served personally upon each director, or mailed or telegraphed to his address as shown upon the books of the corporation, at least five (5) days prior to the time of holding the meeting.

Section 5. The Board of Directors may hold its meetings and have an office or offices, and keep the books of the corporation, except the original or duplicate stock record, outside the State of Michigan, at such other place or places, as may from time to time be determined by resolution of the Board or by consent of all its members given in writing.

Section 6. A majority of the directors shall constitute a quorum for the transaction of business.

Section 7. The Board of Directors shall have power to authorize the making and execution on behalf of the corporation of any lawful contracts, and to employ agents, factors, clerks and workmen, to fix their compensation, to prescribe their duties; to dismiss any employees without previous notice, and generally to control all the affairs of the corporation, and to exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or these By-Laws directed

or required to be exercised or done by the shareholders. The establishment or alteration of an employment relationship with any person who is a shareholder shall be made or done only upon the affirmative vote of directors owning in total Sixty-five Per Cent (65%) of the outstanding stock of the corporation.

Section 8. In the event any action is taken by the Board of Directors, any director who shall have been present at the meeting and voted against such action shall have the right, within twenty-four (24) hours following the approval of such action by the Board of Directors, to call, or cause to be called, a special meeting of the shareholders of the Company for the purpose of rescinding such action of the Board of Directors. If no action shall be taken within twenty-four (24) hours following the time of adjournment of the meeting at which the protested action was taken to call, or cause to be called, a special meeting of the shareholders for the purpose of rescinding such action, then such action shall stand as the action of the Company.

Section 9. The Board of Directors shall not have the power to authorize the issuance of any additional stock of the corporation except upon the affirmative vote of directors owning Sixty-Five Per Cent (65%) of the outstanding stock of the corporation.

ARTICLE IV.

OFFICERS

Section 1. The officers of the corporation shall consist of a President, one or more Vice-Presidents, a Secretary and a Treasurer, who shall be chosen by the Board of Directors and shall hold office for one year and until their successors are chosen and qualify. The President shall be chosen from among the directors, but no other officer need be a director. The Secretary and Treasurer may be the same person, and the President or a Vice President may hold the office of Secretary or Treasurer, but not both. Assistants to the Secretary and Treasurer may also be elected.

Section 2. Said officers (excepting Assistant Secretaries and Assistant Treasurers) shall be known as executive officers and shall have the usual powers and shall perform the usual duties incident to their respective officers, and shall, in addition, perform such other duties as shall be assigned to them from time to time by the Board of Directors. Assistant Secretaries and Assistant Treasurers shall have such duties as may be assigned by the Board from time to time.

Section 3. In the absence or disability of any officer of the corporation, the Board of Directors may delegate his powers and duties to any other executive officer, or to any director, during such absence or disability, and the person so delegated shall, for the time being, be the officer whose powers and duties he so assumes.

Section 4. Any vacancy in any office shall be filled for the unexpired term by a required vote of the Board of Directors.

Section 5. The Board of Directors may create such other office as they may determine, and appoint officers to fill the same and define their duties and fix their tenure of office.

Section 6. The Board of Directors may at pleasure remove any officer of the corporation, in their absolute discretion.

ARTICLE V.

CHECKS, NOTES AND CONTRACTS

Section 1. All checks, drafts, and orders for the payment of money shall be signed by such person or persons as the Board of Directors may from time to time determine. All endorsements for deposit shall be made by the Treasurer, or in his name, or by any other executive officer.

Section 2. All promissory notes of the corporation and acceptances must be authorized by the Board of Directors and singed by any two of the aforesaid executive officers, or such other officer as the Board of Directors may designate.

Section 3. All contracts, bonds, and agreements may be signed on behalf of the corporation by any officer of the corporation or assistant officer, without further authorization.

ARTICLE VI.

FISCAL YEAR, RESERVES AND DIVIDENDS

Section 1. The fiscal year shall be as is determined by the Board of Directors, from time to time.

Section 2. The Board of Directors shall have power to set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purposes and to vary, increase or decrease or abolish any such reserve so created.

ARTICLE VII.

SEAL

Section 1. The seal of the corporation shall be circular in form, with the name of the corporation and the state in which it is incorporated.

ARTICLE VIII.

STOCK

Section 1. Certificates of stock shall be issued and signed by the President or a Vice President and by the Secretary or Treasurer or an Assistant Secretary or an Assistant Treasurer (if any be appointed) and sealed with the seal of the corporation; provided, however, that where any such certificate is signed by a transfer agent or by a transfer clerk on behalf of the corporation, and by a registrar, the signatures of any such officer and/or the seal of the corporation may be facsimiles, engraved or printed.

Section 2. Transfers of stock shall be made on the books of the corporation by the holder of the shares in person or by his attorney upon surrender and cancellation of certificates for a like number of shares.

Section 3. The Board of Directors shall have power and authority to make all such rules and regulations as they may deem expedient concerning the issue, transfer and registration of certificates of stock, and may appoint a transfer agent and a registrar of transfers, and may require all such certificates to bear the signature of such transfer agent and of such registrar of transfers.

Section 4. The Board of Directors shall have power to close the stock transfer books of the corporation for a period not exceeding forty (40) days preceding the date of any meeting of shareholders or the date for the payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect. In lieu of closing the stock transfer books of the corporation, as aforesaid, the Board of Directors may fix in advance a date, not exceeding forty (40) days preceding the date of any meeting of shareholders or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, as a record date for the determination of the shareholders entitled to notice of, and to vote at, any such meeting, or entitled to received payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, and in such case only such shareholders as shall be shareholders of record on the date so fixed shall be entitled to such notice of, and to vote at such meeting, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid.

Section 5. In case any certificate of stock is lost, mutilated or destroyed, the Board of Directors may issue a new certificate in place thereof upon such terms and conditions as they may deem advisable and as may be permitted by the laws of the State of Michigan.

ARTICLE IX.

WAIVER OF NOTICE

Section 1. Whenever any notice whatever is required to be given under the provisions of these By-Laws or of any law, a waiver thereof in writing, signed by the persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE X.

AMENDMENTS

Section 1. The shareholders may at any meeting amend, alter or repeal any of these By-Laws by the affirmative vote of the holders of Sixty-five Per Cent (65%) of the shares of common stock issued and outstanding; provided the substance of the proposed amendment shall have been stated in the notice of the meeting, or by unanimous vote of all the shareholders without such notice.

EX-3.19

Exhibit 3.19

State of California Secretary of State

I, DEBRA BOWEN, Secretary of State of the State of California, hereby certify:

That the attached transcript of 10 page(s) was prepared by and in this office from the record on file, of which it purports to be a copy, and that it is full, true and correct.

	IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of
	MAY 10 2008
	/s/ Debra Bowen
	DEBRA BOWEN Secretary of State

Sec/State Form CE 108 (REV 1/2007) OSP 06 99733

1021225

ARTICLES OF INCORPORATION   OF   GREINER ACQUISITION CORP.

The undersigned incorporator for the purpose of forming a corporation under the General Corporation Law of the State of California, hereby certifies:

I

The name of the corporation is

Greiner Acquisition Corp.

II

The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III

The name and address in this state of the corporation’s initial agent for service of process is

James D. Ludwig

11440 San Vicente Boulevard

Los Angeles, CA 90049

IV

The corporation is authorized to issue 100,000 shares of one class which shall be designated “Common Stock.”

IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation.

/s/ William E. Guthner, Jr.

William E. Guthner, Jr.,

Sole Incorporator

The undersigned, William E. Guthner, Jr., hereby declares that he is the person who executed the foregoing Articles of Incorporation and that the instrument is his act and deed.

Executed this 23rd day of March, 1981 at Los Angeles, California.

/s/ William E. Guthner, Jr.

William E. Guthner, Jr.,

1021225                                                             A231666

CERTIFICATE OF AMENDMENT   OF   ARTICLES OF INCORPORATION

ROY GRABOFF and JAMES D. LUDWIG certify that:

1. They are the president and secretary, respectively, of GREINER ACQUISITION CORP., a California corporation.

2. Article I of the Articles of Incorporation of this corporation is amended to read as follows:

“The name of this corporation is GREINER ENGINEERING SCIENCES, INC.”

3. The foregoing amendment of Articles of Incorporation has been duly approved by the Board of Directors.

4. The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporations Code. The total number of outstanding shares of the corporation is 26,000 shares of Common Stock. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.

/s/ Roy Graboff

Roy Graboff, President

/s/ James D. Ludwig

James D. Ludwig, Secretary

The undersigned declare under penalty of perjury that the matters set forth in the foregoing certificate are true of their own knowledge. Executed at Los Angeles, California on the 9th day of April, 1981.

/s/ Roy Graboff

Roy Graboff

/s/ James D. Ludwig

James D. Ludwig

1021225   [ILLEGIBLE]   A331057

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

GREINER ENGINEERING SCIENCES, INC.

Pursuant to the provisions of General Corporation Law of the State of California, the undersigned corporation hereby certifies that James E. Sawyer and Robert Costello, President and Secretary, respectively, of the corporation, have been duly authorized to execute and cause to be filed with the proper authorities this Certificate of Amendment and announces the following Certificate of Amendment to the Articles of Incorporation:

Article I. The name of the corporation is Greiner Engineering Sciences, Inc.

Article II. The following amendment to the Articles of Incorporation was adopted by the shareholders of the corporation on March 12, 1987, and approved by the Board of Directors on March 12, 1987:

Article I of the Articles of Incorporation is hereby amended so as to read as follows:

I.

The name of the corporation is Greiner, Inc. Southern.

Article III. The number of shares of the corporation outstanding at the time of such adoption was 46,000 and the number of shares entitled to vote thereon was 46,000.

Article IV. The holder of all of the shares outstanding and entitled to vote on said amendment has signed a consent in writing adopting such amendment.

DATED: March 12, 1987.

GREINER ENGINEERING SCIENCES, INC.
By:	/s/ James E. Sawyer
	James E. Sawyer, President
By:	/s/ Robert Costello
	Robert Costello, Secretary

Each of the undersigned declares under penalty of perjury that the matters set forth in the foregoing Certificate are true and correct. Executed at Irving, Texas, on March 12, 1987.

/s/ James E. Sawyer

James E. Sawyer

/s/ Robert Costello

Robert Costello

-2-

THE STATE OF TEXAS	§
	§
COUNTY OF DALLAS	§

BEFORE ME, the undersigned, a Notary Public in and for said County and State, on this day personally appeared James E. Sawyer and Robert Costello, who being first by me duly sworn, known to me to be the persons and officers whose names are subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said Greiner Engineering Sciences, Inc., a California corporation, and that they executed the same as the act of said corporation for the purposes and consideration therein expressed, and in the capacities therein stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 12^th day of March, 1987.

	/s/ Linda L. Funk
	Notary Public in and for the State of Texas
	LINDA L. FUNK
	[ILLEGIBLE]
	COMMISSION EXPIRES 9-30-88
My Commission Expires:
9-30-88

-3-

1021225                                                              A483292                         

CERTIFICATE OF AMENDMENT OF   ARTICLES OF INCORPORATION   OF   GREINER, INC. SOUTHERN (a California corporation)

To The Secretary of State

State of California

Pursuant to the provisions of the General Corporation Law of the State of California, the undersigned officers of the corporation hereinafter named do hereby certify as follows:

1. The name of the corporation is Greiner, Inc. Southern.

2. Article I of the corporation’s Articles of Incorporation, which relates to the name of the corporation, is hereby amended so as to read as follows:

“The name of the corporation is URS Greiner, Inc. Southern.”

3. The amendment herein provided for has been approved by the corporation’s Board of Directors.

4. The amendment herein provided for was approved by the required written consent of the corporation’s sole shareholder in accordance with the provisions of Section 902 of the General Corporation Law.

The corporation’s total number of shares which were outstanding and entitled to vote or to furnish written consent with respect to the amendment herein provided for at the time of the approval thereof is 26,000, all of which are of one class.

The percentage vote of the number of the aforesaid outstanding shares which is required to vote or furnish written consent in favor of the amendment herein provided for is more than 50%.

The number of the aforesaid outstanding shares which voted or furnished a written consent in favor of the amendment herein provided for is 26,000, and said number exceeded the percentage of the vote or written consent required to approve the said amendment.

21164781 102896 1.

Signed on 10/3, 1996
	/s/ Robert L. Costello
	Robert L. Costello,
	President
Signed on 10/10, 1996
	/s/ Melissa K. Holder
	Melissa K. Holder, Secretary

On this 3^rd day of October, 1996, in the City of San Francisco in the State of California, the undersigned does hereby declare under the penalty of perjury that he signed the foregoing Certificate of Amendment of Articles of Incorporation in the official capacity set forth beneath his signature, and that the statements set forth in said certificate are true of his own knowledge.

/s/ Robert L. Costello

Robert L. Costello,

President

On this 10 day of October, 1996, in the City of Fort Worth in the State of Texas, the undersigned does hereby declare under the penalty of perjury that she signed the foregoing Certificate of Amendment of Articles of Incorporation in the official capacity set forth beneath her signature, and that the statements set forth in said certificate are true of her own knowledge.

/s/ Melissa K. Holder

Melissa K. Holder,

Secretary

21164701 092096 2.

A0514383

#10 21225   CERTIFICATE OF AMENDMENT   OF   URS GREINER, INC. SOUTHERN

Joseph Masters and Carol Brummerstedt certify that:

1. They are the Vice President and Assistant Secretary of URS Greiner, Inc. Southern.

2. Article “I” of the Articles of Incorporation of this corporation is amended to read as follows:

ARTICLE “I”: The name of the corporation is

URS GREINER WOODWARD-CLYDE, INC. SOUTHERN.

3. The foregoing amendment of Articles of Incorporation has been duly approved by the board of directors.

4. The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of stockholders in accordance with Section 902 of the Corporations Code. The total number of outstanding shares of the corporation is 26,000 The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

DATE: August 11, 1998

/s/ Joseph Masters

Joseph Masters, Vice President

/s/ Carol Brummerstedt

Carol Brummerstedt, Asst. Secretary

A0543563

#1021225 CERTIFICATE OF AMENDMENT OF URS GREINER WOODWARD-CLYDE, INC. SOUTHERN * * *

Joseph Masters and Carol Brummerstedt certify that:

1. They are the Vice President and Assistant Secretary of URS Greiner Woodward-Clyde, Inc. Southern.

2. Article I of the Articles of Incorporation of this corporation is amended to read as follows:

ARTICLE I: The name of the corporation is

URS CORPORATION SOUTHERN.

3. The foregoing amendment of the Articles of Incorporation has been duly approved by the Board of Directors.

4. The foregoing amendment of the Articles of Incorporation has been duly approved by the required vote of stockholders in accordance with Section 902 of the Corporations Code. The total number of outstanding shares of the corporation is 26,000. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date: April 7, 2000

/s/ Joseph Masters

Joseph Masters, Vice President

/s/ Carol Brummerstedt

Carol Brummerstedt

Assistant Secretary

April 13, 2000

Secretary of State

1500 11^th Street

Sacramento, California 95614

Re: URS GREINER WOODWARD-CLYDE, INC. SOUTHERN

change of name to:

URS CORPORATION SOUTHERN

California Domestic

Dear Sir:

The undersigned corporation hereby consents to the use of the corporate name “URS Corporation Southern” by the referenced corporation for doing business in the State of California.

If you have any questions or require further information, please contact me at the telephone number listed below.

Very truly yours,

URS CORPORATION

By:	/s/ Carol Brummerstedt
Carol Brummerstedt, Assistant Secretary

URS Corporation 100 California Street, Suite 500 San Francisco, CA 94111 4529 Tel: 415.774.2700 Fax: 415.398.1905

EX-3.20

Exhibit 3.20

AMENDED & RESTATED BYLAWS

OF

URS CORPORATION SOUTHERN

A California Corporation

(Amended and Restated as of September 9, 2004)

ARTICLE I

Applicability

Section 1. Applicability of Bylaws. These Bylaws govern, except as otherwise provided by statute or its Articles of Incorporation, the management of the business and the conduct of the affairs of the Corporation.

ARTICLE II

Offices

Section 1. Principal Executive Office. The location of the principal executive office of the Corporation is 600 Montgomery Street, 25^th Floor, San Francisco, California.

ARTICLE III

Meetings of Shareholders

Section 1. Place of Meetings. Meetings of the shareholders shall be held at any place within or without the State of California designated by the Board of Directors.

Section 2. Annual Meetings. An annual meeting of the shareholders shall be held within 180 days following the end of the fiscal year of the Corporation at a date and time designated by the Board of Directors. Directors shall be elected at each annual meeting and any other proper business may be transacted thereat.

Section 3. Special Meetings. (a) Special meetings of the shareholders may be called by a majority of the Board of Directors, the President or the holders of shares entitled to cast not less than 10 percent of the votes at such meeting.

(b) Any request for the calling of a special meeting of the shareholders shall (1) be in writing, (2) specify the date and time thereof which date shall be not less than 35 nor more than 60 days after receipt of the request, and (3) be given either personally or by first-class mail, postage prepaid, or other means of written communication to the President, any Vice President or Secretary of the Corporation. The officer receiving a proper request to call a

special meeting of the shareholders shall cause notice to be given pursuant to the provisions of Section 4 of this article.

Section 4. Notice of Annual, Special or Adjourned Meetings. (a) Whenever any meeting of the shareholders is to be held, a written notice of such meeting shall be given in the manner described in subdivision (c) of this section not less than 10 nor more than 60 days before the date thereof to each shareholder entitled to vote thereat. The notice shall state the place, date and hour of the meeting and the general nature of the business to be transacted.

(b) Notice need not be given of an adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.

(c) Notice of any meeting of the shareholders or any report shall be given either personally or by first-class mail, postage prepaid, or other means of written communication, addressed to the shareholder at his address appearing on the books of the Corporation.

Section 5. Record Date. (a) The Board of Directors may fix a time in the future as a record date for the determination of the shareholders (1) entitled to notice of any meeting or to vote thereat, (2) entitled to receive payment of any dividend or other distribution or allotment of any rights or (3) entitled to exercise any rights in respect of any other lawful action. The record date so fixed shall be not more than 60 nor less than 10 days prior to the date of any meeting of the shareholders nor more than 60 days prior to any other action.

Section 6. Quorum; Action at Meetings. (a) A majority of the shares entitled to vote at a meeting of the shareholders, represented in person or by proxy, shall constitute a quorum for the transaction of business thereat.

(b) If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on any matter shall be the act of the shareholders, unless the vote of a greater number is required by Law or the Articles of Incorporation.

Section 7. Adjournment. Any meeting of the shareholders may be adjourned from time to time whether or not a quorum is present by the vote of a majority of the shares represented thereat either in person or by proxy. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting.

Section 8. Validation of Defectively Called, Noticed or Held Meetings. The transactions of any meeting of the shareholders, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote thereat, not present in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents and approvals shall be tiled with the corporate records or made a part of the minutes of the meeting.

Section 9. Voting for Election of Directors. Every shareholder entitled to vote at any election of directors may cumulate his votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which his shares are entitled, or distribute his votes on the same principle among as many candidates as he thinks fit.

Section 10. Action by Written Consent. Any action which may be taken at any annual or special meeting of the shareholders may be taken without a meeting, without a vote and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting in which all shares entitled to vote thereon were present and voted. All such consents shall be filed with the Secretary of the Corporation and maintained with the corporate records.

ARTICLE IV

Directors

Section 1. Number of Directors. The authorized number of directors shall be determined from time to time by resolution of the Board of Directors, provided that the Board of Directors shall consist of at least one member.

Section 2. Election of Directors. Directors shall be elected at each annual meeting of the shareholders.

Section 3. Term of Office. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which he is elected and until a successor has been elected.

Section 4. Vacancies. (a) A vacancy in the Board of Directors exists whenever any authorized position of director is not then filled by a duly elected director.

(b) Vacancies on the Board of Directors may be filled by a majority of the directors then in office, whether or not less than a quorum, or by a sole remaining director.

(c) The shareholders may elect a director at any time to fill any vacancy not filled by the directors.

Section 5. Resignation. Any director may resign effective upon giving written notice to the President, the Secretary or the Board of Directors of the Corporation.

ARTICLE V

Meetings of the Board of Directors

Section 1. Place of Meetings. Regular or special meetings of the Board of Directors shall be held at any place within or without the State of California which has been designated from time to time by the Board.

Section 2. Other Regular Meetings. Regular meetings of the Board of Directors shall be held without call at such time as shall be designated from time to time by the Board. Notice of any such meeting is not required.

Section 3. Special Meetings. Special meetings of the Board of Directors may be called at any time for any purpose or purposes by the President or any vice president or the Secretary or any two directors. Notice shall be given of any special meeting of the Board.

Section 4. Notice of Special Meetings. Notice of the time and place of special meetings of the Board of Directors shall be delivered personally or by telephone to each director or sent to each director by first-class mail or telegraph, charges prepaid. Such notice shall be given four days prior to the holding of the special meeting if sent by mail or 48 hours prior to the holding thereof if delivered personally or given by telephone or telegraph. The notice or report shall be deemed to have been given at the time when delivered personally to the recipient or deposited in the mail or sent by other means of written communication.

Section 5. Validation of Defectively Held Meetings. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, are as valid as though had at a meeting duly after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes thereof.

Section 6. Quorum; Action at Meetings; Telephone Meetings. (a) A majority of the authorized number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless action by a greater proportion of the directors is required by law or the Articles of Incorporation.

(b) A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

(c) Members of the Board of Directors may participate in a meeting through use of conference telephone or similar communications equipment so long as all members participating in such meeting can hear one another.

Section 7. Adjournment. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.

Section 8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board individually or collectively consent in writing to such action.

ARTICLE VII

Officers

Section 1. Officers. The Corporation shall have as officers, a President, a Secretary and a Treasurer. The Treasurer is the chief financial officer of the Corporation. The Corporation may also have at the discretion of the Board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article. One person may hold two or more offices.

Section 2. Election of Officers. The officers of the Corporation shall be chosen by the Board of Directors.

Section 3. Subordinate Officers, Etc. The Board of Directors may appoint by resolution, and may empower the Chairman of the Board, if there be such an officer, or the President, to appoint such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are determined from time to time by resolution of the Board or, in the absence of any such determination, as are provided in these Bylaws. Any appointment of an officer shall be evidenced by a written instrument filed with the Secretary of the Corporation and maintained with the corporate records.

Section 4. Removal and Resignation. (a) Any officer may be removed, either with or without cause, by the Board of Directors.

(b) Any officer may resign at any time effective upon giving written notice to the President, any vice president or Secretary of the Corporation.

Section 5. President. The President shall be the chief executive officer and general manager of the Corporation and shall, subject to the control of the Board, have general supervision, direction and control of the business and affairs of the Corporation. He shall preside at all meetings of the shareholders and at all meetings of the Board. He shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed from time to time by resolution of the Board.

Section 6. Vice President. In the absence or disability of the President, the vice presidents in order of their rank as fixed by the Board of Directors or, if not ranked, the Vice President designated by the Board, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The vice presidents shall have such other powers and perform such other duties

as from time to time may be prescribed for them respectively by the Board or as the President may from time to time delegate.

Section 7. Secretary. (a) The Secretary shall keep or cause to be kept the minute book, the share register and the seal, if any, of the Corporation.

(b) The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors required by these Bylaws or by law to be given, and shall have such other powers and perform such other duties as may be prescribed from time to time by the Board.

Section 8. Treasurer. The Treasurer shall keep, or cause to be kept, the books and records of account of the Corporation.

ARTICLE VII

Records and Reports

Section 1. Minute Book. The Corporation shall keep or cause to be kept in written form at its principal executive office or such other place as the Board of Directors may order, a minute book which shall contain a record of all actions by its shareholders or Board.

Section 2. Share Register—Maintenance and Inspection. The Corporation shall keep or cause to be kept at its principal executive office a share register which shall contain the names of the shareholders and their addresses, the number of shares held by each, the number and date of certificates issued for the same and the number and date of cancellation of every certificate surrendered for cancellation.

Section 3. Books and Records of Account. The Corporation shall keep or cause to be kept at its principal executive office a share register which shall contain the names of the shareholders and their addresses, the number of shares held by each, the number and date of certificates issued for the same and the number and date of cancellation of every certificate surrendered for cancellation.

ARTICLE VIII

Miscellaneous

Section 1. Checks, Drafts, Etc. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, and any assignment or endorsement thereof, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors.

Section 2. Contracts, Etc.—How Executed. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in

the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances; and, unless so authorized or ratified by the Board, no officer, employee or other agent shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or to any amount.

Section 3. Certificates of Stock. All certificates shall be signed in the name of the Corporation by the President and by the Secretary certifying the number of shares owned by the shareholder.

Section 4. Lost Certificates. Except as provided in this section, no new certificate for shares shall be issued in lieu of an old certificate unless the latter is surrendered to the Corporation and canceled at the same time. The Board of Directors may in case any share certificate or certificate for any other security is lost, stolen or destroyed, authorize the issuance of a new certificate in lieu thereof, upon such terms and conditions as the Board may require.

Section 5. Representation of Shares of Other Corporations. Any person designated by resolution of the Board of Directors or, in the absence of such designation, the President or any vice president or the Secretary, or any other person authorized by any of the foregoing, is authorized to vote on behalf of the Corporation any and all shares of any other corporation or corporations, foreign or domestic, owned by the Corporation.

Section 6. The Board of Directors of the Corporation shall, by formal resolution, designate an engineer and a land surveyor to act in responsible charge for all engineering and land surveying activities in the state of Washington. The designated engineer or land surveyor, respectively, named in the resolution as being in responsible charge, or an engineer or land surveyor under the designated engineer or land surveyor’s direct supervision, shall make all engineering or land surveying decisions pertaining to engineering or land surveying activities in the state of Washington.

ARTICLE X

Amendments

Section 1. Amendments. New bylaws may be adopted or these Bylaws may be amended or repealed by the affirmative vote of a majority of the outstanding shares entitled to vote. Subject to the next preceding sentence, bylaws (other than a bylaw or amendment thereof specifying or changing a fixed number of directors or the maximum or minimum number, or changing from a fixed to a variable board or vice versa) may be adopted, amended or repealed by the Board of Directors.

EX-3.21

Exhibit 3.21

DATE 02/26/2010 DOCUMENT ID
201005600158 DESCRIPTION DOMESTIC/AMENDMENT TO ARTICLES (AMD) FILING  50.00  EXPED  300.00  PENALTY  .00  CERT  25.00  COPY  50.00 

Receipt

This is not a bill. Please do not remit payment.

CT CORPORATION SYSTEM

4400 EASTON COMMONS WAY, SUITE 125

ATTN: TIMOTHY ROBERSON

COLUMBUS, OH 43219

STATE OF OHIO

CERTIFICATE

Ohio Secretary of State, Jennifer Brunner

171108

It is hereby certified that the Secretary of State of Ohio has custody of the business records for

URS ENERGY & CONSTRUCTION, INC.

and, that said business records show the filing and recording of:

Document(s):	Document No(s):
DOMESTIC/AMENDMENT TO ARTICLES	201005600158

United States of America State of Ohio Office of the Secretary of State	Witness my hand and the seal of the Secretary of State at Columbus, Ohio this 25th day of February, A.D. 2010.
	/s/ Jennifer Brunner
	Ohio Secretary of State

	Prescribed by:	Expedite this Form: (Select One)
	The Ohio Secretary of State Central Ohio: (614) 466-3910 Toll Free: 1-877-SOS-FILE (1-877-767-3453)	Mail Form to one of the Following:
		— Yes	PO Box 1390 Columbus, OH 43216
www.sos.state.oh.us		*** Requires on additional fee of $100 ***
e-mail: busserv@sos.state.oh.us		¡ No	PO Box 1028 Columbus, OH 43216

Certificate of Amendment by

Shareholders or Members

(Domestic)

Filing Fee $50.00

(CHECK ONLY ONE (1) BOX)

(1) Domestic for Profit	PLEASE READ INSTRUCTIONS	(2) Domestic Nonprofit
¨  Amended	x  Amendment	¨  Amended	¨  Amendment
(122-AMAP)	(125-AMDS)	(126-AMAN)	(128-AMD)

Complete the general Information in this section for the box checked above.

Name of Corporation	Washington Group International, Inc.
Charter Number	171108
Name of Officer	Randolph J. Hill
Title	Senior Vice President of Legal

¨ Please check if additional provisions attached.

The above named Ohio corporation, does hereby certify that:

x  A meeting of the x  Shareholders ¨  directors (nonprofit amended articles only)

¨  members was duly called and held on	February 10, 2010
	(Date)

at which meeting a quorum was present in person or by proxy, based upon the quorum present, an affirmative vote was cast which entitled them to exercise 100% as the voting power of the corporation.

¨	In a writing signed by all of the    ¨shareholders	¨directors (non-profit amended articles only)
¨	members who would be entitled to the notice of a meeting or such other proportion not less than a majority as the articles of regulations or bylaws permit.

Clause applies if amended box is checked.

Resolved, that the following amended articles of incorporations be and the same are hereby adopted to supercede and take the place of the existing articles of incorporation and all amendments thereto.

[ILLEGIBLE]/2007 C.T System Online

541 Page 1 of 2 Last Revised: May 2002

All of the following Information must be completed if an amended box is checked. If an amendment box is checked, complete the areas that apply.

FIRST:	The name of the corporation is:	URS Energy & Construction, Inc.
SECOND:	The place in the State of Ohio where its principal office is located is in the City of:

	(city, village or township)	(county)
THIRD:	The purposes of the corporation are as follows:

FOURTH:	The number of shares which the corporation is authorized to have outstanding is:
	(Does not apply to box (2))

REQUIRED Must be authenticated (signed) by an authorized representative (See Instructions)	/s/ Randolph J. Hill	February 23, 2010
	Authorized Representative	Date
	Randolph J. Hill
	(Print Name)
	Senior Vice President of Legal
	Authorized Representative	Date
	(Print Name)

[ILLEGIBLE]/2007 C.T System Online

541 Page 2 of 2 Last Revised: May 2002

UNITED STATES OF AMERICA,

STATE OF OHIO,

OFFICE OF THE SECRETARY OF STATE

I, Jennifer Brunner, Secretary of State of the State of Ohio, do hereby certify that the foregoing is a true and correct copy, consisting of 3 pages, as taken from the original record now in my official custody as Secretary of State.

	WITNESS my hand and official seal at Columbus Ohio, this 26th day of February, 2010 A.D.
	/s/ Jennifer Brunner
	JENNIFER BRUNNER Secretary of State
	By:

NOTICE: This is an official certification only when reproduced in red ink

DATE: [ILLEGIBLE] /2001 DOCUMENT ID
200104002056 DESCRIPTION DOMESTIC/AMENDED RESTATED ARTICLES (AMA) FILING
35.00 EXPED
10.00 PENALTY
.00 CERT
.00 COPY
.00

Receipt

This is not a bill. Please do not remit payment.

CSC/DIAMOND ACCESS

50 W. BROAD STREET, SUITE 1800

COLUMBUS, OH 43215

STATE OF OHIO

Ohio Secretary of State, J. Kenneth Blackwell

171108

It is hereby certified that the Secretary of State of Ohio has custody of the business records for

WASHINGTON GROUP INTERNATIONAL, INC.

and, that said business records show the filing and recording of:

Document(s)	Document No(s):
DOMESTIC/AMENDED RESTATED ARTICLES	200104002056

United States of America State of Ohio Office of the Secretary of State	Witness my hand and the seal of the Secretary of State at Columbus, Ohio this 17th day of January, A.D. 2001.
	/s/ J. Kenneth Blackwell
	Ohio Secretary of State

CERTIFICATE OF

AMENDED AND RESTATED ARTICLES OF INCORPORATION

WASHINGTON GROUP INTERNATIONAL, INC.

Charter Number 171 018

The undersigned, Craig G. Taylor, who is the Secretary of Washington Group International, Inc., an Ohio corporation for profit, does hereby certify that in a writing signed by all the shareholders who would be entitled to notice of a meeting held for that purpose, the attached Amended and Restated Articles of Incorporation were adopted to supersede and take the place of the existing Articles and all amendments thereto.

IN WITNESS WHEREOF, the above named officer, acting for and on behalf of the corporation, has hereunto subscribed his name on January 15, 2001.

By:	/s/ Craig G. Taylor
	Craig G. Taylor Secretary

WASHINGTON GROUP INTERNATIONAL, INC.

(an Ohio corporation)

AMENDED AND RESTATED ARTICLES OF INCORPORATION

(As of January 15, 2001)

FIRST:	The name of the corporation is Washington Group International, Inc.
SECOND:	The place in the State of Ohio where its principal office is located is in the City of Columbus, Franklin County.
THIRD:	The purposes of the corporation are as follows: To perform a broad range of design, engineering, construction, construction management, facilities and operations maintenance, environmental remediation and mining services including, but not limited to, engineering and architectural work of a general, civil, mechanical, electrical or mining nature, including preparation of plans and specifications, and act as consulting and superintending engineers and architects, and generally to do and perform any and all work as engineers, architects, builders and contractors, and to solicit, obtain, make, perform, promote and carry out contracts covering the general building and contracting business and all operations connected therewith of every kind, character and description, and to engage in any other lawful act or activity for which corporations may be formed under Sections 1701.01 to 1701.98, inclusive, of the Revised Code of Ohio.
FOURTH:	The number of shares which the corporation is authorized to have outstanding is sixty thousand (60,000) shares of common stock, all of which shall have a par value of Ten Dollars ($10.00).
FIFTH:	These Amended and Restated Articles of Incorporation take the place of and supersede the existing Articles of Incorporation as heretofore amended.

EX-3.22

Exhibit 3.22

URS ENERGY & CONSTRUCTION, INC.

(an Ohio corporation)

(Name Change Filed and Effective February 25, 2010)

REGULATIONS

(Amended and Restated Effective as of July 7, 2000)

ARTICLE I

SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of shareholders of the Corporation for the election of directors, the consideration of reports to be laid before such meeting, and the transaction of such other business as may properly be brought before such meeting shall be held at the principal office of the Corporation in the City of Cleveland, in Cuyahoga County, or at such other place either within or without the State of Ohio as may be designated by the Board of Directors, by the Chairman of the Board, or by the President and specified in the notice of such meeting, at such time as may be designated by the Board of Directors, by the Chairman of the Board, or by the President and specified in the notice of the meeting, on the last Friday of November in each year, if not a legal holiday, and, if a legal holiday, then on the next succeeding business day.

Section 2. Special Meetings. Special meetings of the shareholders of the Corporation may be held on any business day, when called by the Chairman of the Board, or by the President, or by a Vice President, or by the Board of Directors acting at a meeting, or by a majority of the directors acting without a meeting, or by persons who hold twenty-five per cent of all the shares outstanding and entitled to vote thereat. Upon request in writing delivered either in person or by registered mail to the President or the Secretary by any persons entitled to call a meeting of shareholders, such officer shall forthwith cause to be given to the shareholders entitled thereto notice of a meeting to be held after the receipt of such request, as such officer may fix. If such notice is not given within thirty days after the delivery or mailing of such request, the persons calling the meeting may fix the time of the meeting and give notice thereof in the manner provided by law or as provided in these Regulations, or cause such notice to be given by any designated representative. Each special meeting shall be called to convene between nine o’clock a.m. and four o’clock p.m., and shall be held at the principal office of the Corporation, unless the same is called by the directors, acting with or without a meeting, in which case such meeting may be held at any place either within or without the State of Ohio designated by the Board of Directors and specified in the notice of such meeting.

Section 3. Notice of Meetings. Not less than seven or more than sixty days before the date fixed for a meeting of shareholders written notice stating the time, place, and purposes of such meeting shall be given by or at the direction of the Secretary, or Assistant Secretary, or any other person or persons required or permitted by these Regulations to give such notice. The notice shall be given by personal delivery or by mail to each shareholder entitled to notice of the meeting who is of record as of the day next preceding the day on which notice is given or, if a record date therefor is duly fixed, of record as of said date; if mailed, the notice shall be addressed to the shareholders at their respective addresses as they appear on the records of the Corporation. Notice of the time,

Regulations - Page 1

place, and purposes of any meeting of shareholders may be waived in writing, either before or after the holding of such meeting, by any shareholders, which writing shall be filed with or entered upon the records of the meeting. The attendance of any shareholder at any such meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice shall be deemed to be a waiver by him of notice of such meeting.

Section 4. Quorum; Adjournment. Except as may be otherwise provided by law or by the Articles of Incorporation, at any meeting of the shareholders the holders of shares entitling them to exercise a majority of the voting power of the Corporation present in person or by proxy shall constitute a quorum for such meeting; provided, however, that no action required by law, by the Articles, or by these Regulations to be authorized or taken by a designated proportion of the shares of any particular class or of each class of the Corporation may be authorized or taken by a less proportion; and provided, further, that the holders of a majority of the voting shares represented thereat, whether or not a quorum is present, may adjourn such meeting from time to time; if any meeting is adjourned, notice of such adjournment need not be given if the time and place to which such meeting is adjourned are fixed and announced at such meeting.

Section 5. Proxies. Persons entitled to vote shares or to act with respect to shares may vote or act in person or by proxy. The person appointed as proxy need not be a shareholder. Unless the writing appointing a proxy otherwise provides, the presence at a meeting of the person having appointed a proxy shall not operate to revoke the appointment. Notice to the Corporation, in writing or in open meeting, of the revocation of the appointment of a proxy shall not affect any vote or act previously taken or authorized.

Section 6. Approval and Ratification of Acts of Offices and Board of Directors. Except as otherwise provided by the Articles of Incorporation or by law, any contract, act, or transaction, prospective or past, of the Corporation, or of the Board of Directors, or of the officers may be approved or ratified by the affirmative vote at a meeting of the shareholders, or by the written consent, with or without a meeting, of the holders of record of shares entitling them to exercise a majority of the voting power of the Corporation, and such approval or ratification shall be as valid and binding as though affirmatively voted for or consented to by every shareholder of the Corporation.

ARTICLE II

BOARD OF DIRECTORS

Section 1. Duties; Number. The business of the Corporation shall be managed by its Board of Directors. The Board of Directors shall consist of such number of members as the shareholders, at any annual or special meeting called for the purpose of electing directors at which a quorum is present, by the affirmative vote of the holders of a majority of the shares which are represented at the meeting and entitled to vote on such proposal, may determine, or, the number of members of the Board of Directors which shall constitute the whole board may be fixed from time to time by a resolution of a majority of the Board of Directors, except that such number shall not be less than three.

Section 2. Election of Directors; Vacancies. The directors shall be elected at each annual meeting of shareholders or at a special meeting called for the purpose of electing directors. At a

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meeting of shareholders at which directors are to be elected, only persons nominated as candidates shall be eligible for election as directors and the candidates receiving the greatest number of votes shall be elected. In the event of the occurrence of any vacancy or vacancies in the Board of Directors, however caused, the remaining directors, though less than a majority of the whole authorized number of directors, may, by the vote of a majority of their number, fill any such vacancy for the unexpired term.

Section 3. Term of Office; Resignations. Each director shall hold office until the next annual meeting of the shareholders and until his successor is elected, or until his earlier resignation, removal from office, or death. Any director may resign at any time by oral statement to that effect made at a meeting of the Board of Directors or in a writing to that effect delivered to the Secretary, such resignation to take effect immediately or at such other time as the director may specify.

Section 4. Chairman of the Board. The Chairman of the Board, if any, shall preside at all meetings of the Board of Directors, shall, unless such duty has been delegated by the Board of Directors to the President or another officer, preside at all meetings of the shareholders, and shall have such authority and shall perform such other duties as may be determined by the Board of Directors.

Section 5. Organization Meeting. After each annual meeting of the shareholders, the newly elected directors shall hold an organization meeting for the purpose of electing officers and transacting any other business.

Section 6. Regular Meetings. Regular meetings of the Board of Directors may be held at such times and place within or without the State of Ohio as may be provided for in bylaws or resolutions adopted by the Board of Directors and upon such notice, if any, as may be so provided.

Section 7. Special Meetings. Special meetings of the Board of Directors may be held at any time within or without the State of Ohio upon call by the Chairman of the Board or the President or a Vice President or any two directors. Written notice of the time and place of each such meeting shall be given to each director either by personal delivery or by mail, telegram, or cablegram at least two days before the meeting, which notice need not specify the purposes of the meeting; provided, however, that attendance of any director at any such meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice shall be deemed to be a waiver by him of notice of such meeting and such notice may be waived in writing, either before or after the holding of such meeting, by any director, which writing shall be filed with or entered upon the records of the meeting. Unless otherwise indicated in the notice thereof, any business may be transacted at any organization, regular, or special meeting.

Section 8. Quorum; Adjournment. A quorum of the Board of Directors shall consist of a majority of the directors then in office; provided, that a majority of the directors present at a meeting duly held, whether or not a quorum is present, may adjourn such meeting from time to time; if any meeting is adjourned, notice of such adjournment need not be given if the time and place to which such meeting is adjourned are fixed and announced at such meeting. At each meeting of the Board of Directors at which a quorum is present, all questions and business shall be determined by a majority vote of those present except as in these Regulations otherwise expressly provided.

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Section 9. Action Without a Meeting. Any action which may be authorized or taken at a meeting of the Board of Directors may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, all of the directors, which writing or writings shall be filed with or entered upon the records of the Corporation.

Section 10. Committee. The Board of Directors may at any time appoint from its members an Executive, Finance, or other committee or committees, consisting of such number of members, not less than three, as the Board of Directors may deem advisable, together with such alternates as the Board of Directors may deem advisable, to take the place of any absent member or members at any meeting of such committee. Each such member and each such alternate shall hold office during the pleasure of the Board of Directors. Any such committee shall act only in the intervals between meetings of the Board of Directors and shall have such authority of the Board of Directors as may, from time to time, be delegated by the Board of Directors, except the authority to fill vacancies in the Board of Directors or in any committee of the Board of Directors. Subject to the aforesaid exceptions, any person dealing with the Corporation shall be entitled to rely upon any act or authorization of an act by any such committee, to the same extent as an act or authorization of the Board of Directors. Each committee shall keep full and complete records of all meetings and actions, which shall be open to inspection by the directors. Unless otherwise ordered by the Board of Directors, any such committee may prescribe its own rules for calling and holding meetings, and for its own method of procedure, and may act at a meeting by a majority of its members or without a meeting by a writing or writings signed by all of its members.

ARTICLE III

OFFICERS

Section 1. Election and Designation of Officers. The officers of the Corporation will be elected by the Board of Directors and will consist of a Chairman (who, unless the Board of Directors specifies otherwise, will also be the Chief Executive Officer), a President, a Secretary and a Treasurer. The Board of Directors may also choose any or all of the following: one or more Vice Chairmen, one or more Assistants to the Chairman, a Chief Operating Officer, one or more Vice Presidents (who may be given particular designations with respect to authority, function or seniority) and such other officers as the Board of Directors may from time to time determine. Notwithstanding the foregoing, by specific action the Board of Directors may authorize the Chairman to appoint any person to any office other than Chairman, President, Secretary or Treasurer. Any number of offices may be held by the same person. Any of the offices may be left vacant from time to time as the Board of Directors may determine. In the case of the absence or disability of any officer of the Corporation or for any other reason deemed sufficient by a majority of the Board of Directors, the Board of Directors may delegate the absent or disabled officer’s powers or duties to any other officer or to any director.

Section 2. Term of Office; Vacancies. The officers of the Corporation shall hold office until the next organization meeting of the Board of Directors and until their successors are elected, except in the case of resignation, removal from office, or death. The Board of Directors may remove any officer at any time with or without cause by a majority vote of the directors then in office. Any

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vacancy in any office may be filled by the Board of Directors or by the Chairman as provided in Article III – Section 1 of these Regulations.

Section 3. Authority and Duties. Each of the officers of the Corporation will have such authority and will perform such duties as are customarily incident to their respective offices or as may be specified from time to time by the Board of Directors. Without limiting the generality or effect of the foregoing, each of the Chairman, any Vice Chairman, the President or any Vice President will have the authority to exercise, on behalf of the Corporation, the Corporation’s rights as a holder of shares of capital stock or other securities of any other corporation or other entity.

ARTICLE IV

COMPENSATION

Section 1. Directors and Members of Committees. Members of the Board of Directors and members of any committee of the Board of Directors may, as such, receive such compensation, which may be either a fixed sum for attendance at each meeting of the Board of Directors, or at each meeting of the Committee, or stated compensation payable at intervals, or may otherwise be compensated as may be determined by or pursuant to authority conferred by the Board of Directors or any committee of the Board of Directors, which compensation may be in different amounts for various members of the Board of Directors or any committee. No member of the Board of Directors and no member of any committee of the Board of Directors shall be disqualified from being counted in the determination of a quorum or from acting at any meeting of the Board of Directors or of a committee of the Board of Directors by reason of the fact that matters affecting his own compensation as a director, member of a committee of the Board of Directors, officer, or employee are to be determined.

Section 2. Officers and Employees. The compensation of officers and employees of the Corporation, or the method of fixing such compensation, shall be determined by or pursuant to authority conferred by the Board of Directors or any committee of the Board of Directors. Such compensation may include pension, disability, and death benefits, and may be by way of fixed salary, or on the basis of earnings of the Corporation, or any combination thereof, or otherwise, as may be determined or authorized from time to time by the Board of Directors or any committee of the Board of Directors.

ARTICLE V

INDEMNIFICATION

Section 1. The Corporation shall indemnify any director, officer, or a former director, officer, or employee of the Corporation, against expenses (including attorneys’ fees), judgments, decrees, fines, penalties, amounts paid in settlement and other liabilities incurred in connection with the defense of any pending or threatening action, suit, or proceeding, whether criminal, civil, administrative or investigative, to which such director, officer or employee is or could reasonably expect to be made a party by reason of being or having been such director, officer, or employee, provided:

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(a) that such person was not, and has not been adjudicated to have been, negligent or guilty of misconduct in the performance of his duty to the Corporation;

(b) that he acted in good faith in what he reasonably believed to be the best interests of the Corporation; and

(c) that, in any matter the subject of a criminal action, suit, or proceeding, he had no reasonable cause to believe that his conduct was unlawful.

The determination as to (a), (b) and (c) above shall be made: (1) by the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to or threatened with such action, suit, or proceeding arising from the same or similar operative facts; or (2) if such a quorum is not obtainable, or even if obtainable if a majority of such quorum of disinterested directors so directs, by independent legal counsel (compensated by the Corporation) to whom the matter may be referred by a majority of disinterested directors; or (3) if there be no disinterested directors, or if a majority of the disinterested directors, whether or not a quorum, so directs, by vote in person or by proxy of the holders of a majority of the Corporation’s shares entitled to vote in the election of directors.

The termination of any claim, action, suit, or proceeding by judgment, order, settlement, conviction, or plea of guilty or nolo contendere shall not create a presumption that such person did not meet the standards of conduct referred to above.

To the extent that any such person has been successful on the merits, on procedural grounds, or otherwise with respect to any such action, suit, or proceeding, or in the defense of any claim, issue, or matter therein, such person shall be indemnified against expenses incurred in connection therewith without the determination specified above.

The Board of Directors, whether a disinterested quorum exists or not, may advance expenses to any such person for the defense of any such action, suit, or proceeding, or threat thereof, prior to any final disposition thereof, upon receipt of a satisfactory undertaking by such person to repay such amount unless it shall ultimately be determined that such person is entitled to indemnification by the Corporation as herein authorized.

The indemnification provided by this Article shall not be deemed exclusive of, or in any way to limit, any other rights to which any person indemnified may be or may become entitled as a matter of law, by the articles, regulations, agreements, insurance, vote of stockholders, or otherwise, with respect to action in his official capacity, and shall continue as to a person who has ceased to be a director, officer, or employee; and shall inure to the benefit of the heirs, executors, and administrators of such a person.

Section 2. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, or employee, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article or of the Ohio Revised Code.

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Section 3. If any part of this Article shall be found, in any action, suit, or proceeding, to be invalid or ineffective, the validity and the effect of the remaining parts shall not be affected.

ARTICLE VI

RECORD DATES

For any lawful purpose, including, without limitation, the determination of the shareholders who are entitled to receive notice of or to vote at a meeting of shareholders, the Board of Directors may fix a record date in accordance with the provisions of the Ohio General Corporation Law. The record date for the purpose of the determination of the shareholders who are entitled to receive notice of or to vote at a meeting of shareholders shall continue to be the record date for all adjournments of such meetings, unless the Board of Directors or the persons who shall have fixed the original record date shall, subject to the limitations set forth in the Ohio General Corporation Law, fix another date, and, in case a new record date is so fixed, notice thereof and of the date to which the meeting shall have been adjourned shall be given to shareholders of record as of such date in accordance with the same requirements as those applying to a meeting newly called. The Board of Directors may close the share transfer books against transfers of shares during the whole or any part of the period provided for in this Article, including the date of the meeting of shareholders and the period ending with the date, if any, to which adjourned. If no record date is fixed therefor, the record date for determining the shareholders who are entitled to receive notice of or to vote at a meeting of shareholders shall be the date next preceding the day on which notice is given, or the date next preceding the day on which the meeting is held, as the case may be.

ARTICLE VII

CERTIFICATES FOR SHARES

Section 1. Form of Certificates and Signatures. Each holder of shares shall be entitled to one or more certificates, signed by the Chairman of the Board or the President or a Vice President and by the Secretary, an Assistant Secretary, the Treasurer, or an Assistant Treasurer of the Corporation, which shall certify the number and class of shares held by him in the Corporation, but no certificate for shares shall be executed or delivered until such shares are fully paid. When such a certificate is countersigned by an incorporated transfer agent or registrar, the signature of any of said officers of the Corporation may be facsimile, engraved, stamped, or printed. Although any officer of the Corporation whose manual or facsimile signature is affixed to such a certificate ceases to be such officer before the certificate is delivered, such certificate nevertheless shall be effective in all respects when delivered.

Section 2. Transfer of Shares. Shares of the Corporation shall be transferable upon the books of the Corporation by the holders thereof, in person, or by a duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares of the same class or series, with duly executed assignment and power of transfer endorsed thereon or attached thereto, and with such proof of the authenticity of the signatures to such assignment and power of transfer as the Corporation or its agents may reasonably require.

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Section 3. Lost, Stolen, or Destroyed Certificates. The Corporation may issue a new certificate for shares in place of any certificate theretofore issued by it and alleged to have been lost, stolen, or destroyed, and the Board of Directors may, in its discretion, require the owner, or his legal representatives, to give the Corporation a bond containing such terms as the Board of Directors may require to protect the Corporation or any person injured by the execution and delivery of a new certificate.

Section 4. Transfer Agent and Registrar. The Board of Directors may appoint, or revoke the appointment of, transfer agents and registrars and may require all certificates for shares to bear the signatures of such transfer agents and registrars, or any of them.

ARTICLE VIII

CORPORATE SEAL

The Ohio General Corporation Law provides in effect that the absence of a corporate seal from any instrument executed on behalf of the Corporation does not affect the validity of the instrument; if in spite of that provision a seal is imprinted on or attached, applied, or affixed to an instrument by embossment, engraving, stamping, printing, typing, adhesion, or other means, the impression of the seal on the instrument shall be circular in form and shall contain the name of the Corporation and the words “corporate seal.”

ARTICLE IX

AMENDMENTS

The Regulations of the Corporation may be amended, or new Regulations may be adopted, by the shareholders at a meeting held for such purpose, by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power on such proposal or without a meeting by the written consent of the holders of shares entitling them to exercise two-thirds of the voting power on such proposal. If the Regulations are amended or new Regulations are adopted without a meeting of the shareholders, the Secretary of the Corporation shall mail a copy of the amendment or the new Regulations to each shareholder who would have been entitled to vote thereon and did not participate in the adoption thereof.

ARTICLE X

PRACTICE OF ENGINEERING, ARCHITECTURE

AND LAND SURVEY IN ALASKA

All engineering decisions pertaining to engineering activities in the State of Alaska shall be made by a professional engineer registered in the State and designated by the Board as being in responsible charge or other professional engineers registered in Alaska under his direct personal supervision.

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ARTICLE XI

PRACTICE OF ENGINEERING, ARCHITECTURE

AND LAND SURVEY IN THE STATE OF WASHINGTON

All engineering decisions pertaining to engineering activities in the State of Washington shall be made by a professional engineer registered in the State and designated by the Board as being in responsible charge or other professional engineers registered in the State of Washington under his direct personal supervision.

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EX-3.23

Exhibit 3.23

SECRETARY OF STATE

THE GREAT SEAL OF THE STATE OF NEVADA

STATE OF NEVADA

CORPORATE CHARTER

I, ROSS MILLER, the duly elected and qualified Nevada Secretary of State, do hereby certify that URS GLOBAL HOLDINGS, INC., did on July 16, 2009, file in this office the original Articles of Incorporation; that said Articles of Incorporation are now on file and of record in the office of the Secretary of State of the State of Nevada, and further, that said Articles contain all the provisions required by the law of said State of Nevada.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on July 17, 2009.

ROSS MILLER

Secretary of State

THE GREAT SEAL OF THE STATE OF NEVADA

Certified By: A Frieser

Certificate Number: C20090717-0095

You may verify this certificate online at http://www.nvsos.gov/

ROSS MILLER Secretary of State 204 North Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov

	Filed in the office of	Document Number
		20090552205-60
	Ross Miller	Filing Date and Time
	Secretary of State	07/16/2009 3:35 PM
Articles of Incorporation	State of Nevada	Entity Number
(PURSUANT TO NRS CHAPTER 78)		E0380692009-3

USE BLACK INK ONLY • DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

1. Name of Corporation:	URS GLOBAL HOLDINGS, INC.
2. Registered Agent for Service of Process: (check only one box)	þ Commercial Registered Agent: The Corporation Trust Company of Nevada
	Name
	¨ Noncommercial Registered Agent (name and address below)		OR	¨  Office or Position with Entity         (name and address below)
	Name of Noncommercial Registered Agent    OR    Name of Title of Office or Other Position with Entity
						Nevada
	Street Address			City			Zip Code
						Nevada
	Mailing Address (if different from street address)			City			Zip Code
3. Authorized Stock: (number of shares corporation is authorized to issue)	Number of shares with par value:                    1.000		Par value per share:	$.001	Number of shares without par value:		0
4. Names and Addresses of the Board of Directors/Trustees: (each Director/Trustee must be a natural person at least 18 years of age: attach additional page if more than two directors/trustees)	1)    H. Thomas Hicks
	Name
	600 Montgomery Street, 25th Floor			San Francisco		CA	94111
	Street Address			City		State	Zip Code
	2)    Reed N. Brimhall
	Name
	600 Montgomery Street, 25th Floor Street Address			San Francisco City		CA State	94111 Zip Code
5. Purpose: (optional; see instructions)	The purpose of the corporation shall be:
6. Name, Address and Signature of Incorporator: (attach additional page if more than one Incorporator)	Kristin L. Jones			X
	Name			Incorporator Signature
	600 Montgomery Street, 25th Floor Address			San Francisco City		CA State	94111 Zip Code
7. Certificate of Acceptance of Appointment of Registered Agent:	I hereby accept appointment as Registered Agent for the above named Entity.
	X	Howard L. Volz Asst. Vice President
	Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity					Date	7-16-2009

	Nevada Secretary of State NRS 78 Articles
This form must be accompanied by appropriate fees.	Revised 4-10-09
[ILLEGIBLE]

EX-3.24

Exhibit 3.24

URS GLOBAL HOLDINGS, INC.

* * * * *

BY-LAWS

adopted July 16, 2009

* * * * *

ARTICLE I

OFFICES

Section 1. The registered office shall be in Reno, Nevada.

Section 2. The corporation may also have offices at such other places both within and without the State of Nevada as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. All annual meetings of the stockholders shall be held in the City of San Francisco, State of California. Special meetings of the stockholders may be held at such time and place within or without the State of Nevada as shall be stated in the notice of the meeting, or in a duly executed waiver of notice thereof.

Section 2. Annual meetings of stockholders, commencing with the year 2010 shall be held on January 2 if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 a.m. at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 4. Notices of meetings shall be in writing and signed by the president, a vice-president, the secretary, or an assistant secretary, or by such other natural person or persons as the directors shall designate. Such notice shall state the purpose or purposes for which the meeting is called and the time when and the place where it is to be held. A copy of such notice shall be delivered personally , by electronic transmission as permitted by statute, or shall be mailed, postage prepaid, to each stockholder of record entitled to vote at such meeting not less than ten nor more than sixty days before such meeting. If

mailed, it shall be directed to a stockholder at his address as it appears upon the records of the corporation and upon such mailing of any such notice, the service thereof shall be complete, and the time of the notice shall begin to run from the date upon which such notice is deposited in the mail for transmission to such stockholder. In the event of the transfer of stock after delivery or mailing of the notice of and prior to the holding of the meeting it shall not be necessary to deliver or mail notice of the meeting to the transferee.

Section 5. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 6. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the articles of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 7. When a quorum is present or represented at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the articles of incorporation a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 8. Every stockholder of record of the corporation shall be entitled at each meeting of stockholders to one vote for each share of stock standing in his name on the books of the corporation, unless otherwise provided in the articles of incorporation.

Section 9. At any meeting of the stockholders, any stockholder may be represented and vote by a proxy or proxies appointed by an instrument in writing. In the event that any such instrument in writing shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one shall be present, then that one shall have and may exercise all of the powers conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide. No such proxy shall be valid after the expiration of six months from the date of its execution, unless coupled with an interest, or unless the person executing it specifies therein the length of time for which it is to continue in force, which in no case shall exceed seven years from the date of its execution. Subject to the above, any proxy duly executed is not revoked and continues in full force and effect until an instrument revoking it or a duly executed proxy bearing a later date is filed with the secretary of the corporation or until the stockholder revokes the proxy by attending the meeting and voting the shares in person.

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Section 10. Any action, which may be taken by the vote of the stockholders at a meeting, may be taken without a meeting if authorized by the written consent of stockholders holding at least a majority of the voting power, unless the provisions of the statutes or of the articles of incorporation require a greater proportion of voting power to authorize such action in which case such greater proportion of written consents shall be required.

ARTICLE III

DIRECTORS

Section 1. The number of directors shall be neither more than five nor less than two. The number of directors is to be fixed by vote of the shareholders. The directors shall be elected at the annual meeting of the stockholders by plurality vote, unless the articles of incorporation or law provides otherwise, and except as provided in Section 2 of this article, each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

Section 2. Vacancies, including those caused by an increase in the number of directors, may be filled by a majority of the remaining directors though less than a quorum. When one or more directors shall give notice of his or their resignation to the board, effective at a future date, the board shall have power to fill such vacancy or vacancies to take effect when such resignation or resignations shall become effective, each director so appointed to hold office during the remainder of the term of office of the resigning director or directors.

Section 3. The business of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Nevada.

Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6. Regular meetings of the board of directors may be held without notice

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at such time and place as shall from time to time be determined by the board.

Section 7. Special meetings of the board of directors may be called by the president or secretary on the written request of two directors. Written notice of special meetings of the board of directors shall be given to each director at least two days before the date of the meeting.

Section 8. A majority of the board of directors, at a meeting duly assembled, shall be necessary to constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the articles of incorporation. Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

COMMITTEES OF DIRECTORS

Section 9. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, and may have power to authorize the seal of the corporation to be affixed to all papers on which the corporation desires to place a seal. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Section 10. The committees shall keep regular minutes of their proceedings and report the same to the board when required.

COMPENSATION OF DIRECTORS

Section 11. The directors may be paid their expenses, if any, for attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

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ARTICLE IV

NOTICES

Section 1. Notices to directors and stockholders shall be in writing and delivered personally or mailed to the directors or stockholders at their addresses appearing on the books of the corporation. Notice by mail shall be deemed to be given at the time when the same shall be mailed. Notice may also be given by electronic transmission, including facsimile telecommunication, as permitted by statute.

Section 2. Whenever all parties entitled to vote at any meeting, whether of directors or stockholders, consent, either by a writing on the records of the meeting or filed with the secretary, or by presence at such meeting and oral consent entered on the minutes, or by taking part in the deliberations at such meeting without objection, the doings of such meeting shall be as valid as if had at a meeting regularly called and noticed, and at such meeting any business may be transacted which is not excepted from the written consent or to the consideration of which no objection for want of notice is made at the time, and if any meeting be irregular for want of notice or of such consent, provided a quorum was present at such meeting, the proceedings of said meeting may be ratified and approved and rendered likewise valid and the irregularity or defect therein waived by a writing signed by all parties having the right to vote at such meetings; and such consent or approval of stockholders may be by proxy or attorney, but all such proxies and powers of attorney must be in writing.

Section 3. Whenever any notice is required to be given under the provisions of the statutes, of the articles of incorporation or of these by-laws, a waiver thereof in a signed writing or an electronic transmission by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

5

ARTICLE V

OFFICERS

Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice president, a secretary and a treasurer. Any natural person may hold two or more offices.

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, a vice president, a secretary and a treasurer, none of whom need be a member of the board.

Section 3. The board of directors may appoint additional vice presidents, and assistant secretaries and assistant treasurers and such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise shall be filled by the board of directors.

THE PRESIDENT

Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE PRESIDENT

Section 8. The vice president shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties as the board of directors may from time to time prescribe.

6

THE SECRETARY

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall keep in safe custody the seal of the corporation and, when authorized by the board of directors, affix the same to any instrument requiring it and, when so affixed, it shall be attested by his signature or by the signature of the treasurer or an assistant secretary.

THE TREASURER

Section 10. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 11. He shall disburse the funds of the corporation as may be ordered by the board of directors taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at the regular meetings of the board, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 12. If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

ARTICLE VI

CERTIFICATES OF STOCK

Section 1. Every stockholder shall be entitled to have a certificate, signed by the president or a vice president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him in the corporation. If the corporation is authorized to issue shares of more than one class or more than one series of any class, there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the corporation will furnish to any stockholders upon request and without charge, a full or summary statement of the designations, preferences and relative, participating, optional or other special rights of the

7

various classes of stock or series thereof.

Section 2. Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of the officers or agents, the transfer agent or transfer clerk or the registrar of the corporation may be printed or lithographed upon such certificate in lieu of the actual signatures. If the corporation uses facsimile signatures of the officers and agents on its stock certificates, it cannot act as registrar of its own stock, but its transfer agent and registrar may be identical if the institution acting in those dual capacities countersigns or otherwise authenticates any stock certificates in both capacities. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the corporation, such certificate or certificates may nevertheless be adopted by the corporation and be issued and delivered as though the person or persons who signed such certificate or certificates, or whose facsimile signature or signatures shall have been used thereon, had not ceased to be an officer or officers of such corporation.

LOST CERTIFICATES

Section 3. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to give the corporation a bond or other security in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.

TRANSFER OF STOCK

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

8

CLOSING OF TRANSFER BOOKS

Section 5. The directors may prescribe a period not exceeding sixty days prior to any meeting of the stockholders during which no transfer of stock on the books of the corporation may be made, or may fix a day not more than sixty days or less than 10 days prior to the holding of any such meeting as the day as of which stockholders entitled to notice of and to vote at such meeting shall be determined; and only stockholders of record on such day shall be entitled to notice or to vote at such meeting.

REGISTERED STOCKHOLDERS

Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the articles of incorporation, if any, may be declared by the board of directors at any regular or special meeting pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the articles of incorporation.

Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserves in the manner in which it was created.

CHECKS

Section 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

9

FISCAL YEAR

Section 4. The fiscal year of the corporation shall be December 31.

SEAL

Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the year of its incorporation and the words “Corporate Seal, Nevada.”

ARTICLE VIII

AMENDMENTS

Section 1. The board of directors may adopt, amend or repeal any by-law, including any by-law adopted by the stockholders, unless otherwise prohibited by any by-law adopted by the stockholders.

10

EX-3.25

Exhibit 3.25

Delaware	PAGE 1
The First State

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “URS GROUP, INC.” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF INCORPORATION, FILED THE ELEVENTH DAY OF AUGUST, A.D. 1988, AT 9 O’CLOCK A.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY-EIGHTH DAY OF AUGUST, A.D. 1989, AT 10 O’CLOCK A.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TENTH DAY OF JUNE, A.D. 1998, AT 9 O’CLOCK A.M.

CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “WOODWARD-CLYDE FEDERAL SERVICES, INC.” TO “URS GREINER WOODWARD-CLYDE FEDERAL SERVICES, INC.”, FILED THE FOURTH DAY OF AUGUST, A.D. 1998, AT 9 O’CLOCK A.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF AMENDMENT IS THE FIRST DAY OF NOVEMBER, A.D. 1998.

CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “URS GREINER WOODWARD-CLYDE FEDERAL SERVICES, INC.” TO “URS GROUP,

		/s/ Harriet Smith Windsor
		Harriet Smith Windsor, Secretary of State
2169199 8100H		AUTHENTICATION: 5950307
070952357		DATE: 08-23-07

Delaware	PAGE 2
The First State

INC.”, FILED THE SEVENTH DAY OF JANUARY, A.D. 2000, AT 9 O’CLOCK A.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE SEVENTH DAY OF FEBRUARY, A.D. 2001, AT 3 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “URS GROUP, INC.”.

		/s/ Harriet Smith Windsor
		Harriet Smith Windsor, Secretary of State
2169199 8100H		AUTHENTICATION: 5950307
070952357		DATE: 08-23-07

Delaware	PAGE 1
The First State

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY “URS GROUP, INC.” IS DULY INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL CORPORATE EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE TWENTY-THIRD DAY OF AUGUST, A.D. 2007.

AND I DO HEREBY FURTHER CERTIFY THAT THE FRANCHISE TAXES HAVE BEEN PAID TO DATE.

AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL REPORTS HAVE BEEN FILED TO DATE.

		/s/ Harriet Smith Windsor
		Harriet Smith Windsor, Secretary of State
2169199 8300		AUTHENTICATION: 5950308
070952357		DATE: 08-23-07

FILE HEADER

FILE # 2 1 6 9 1 9 9

BATCH CONTROL #	16-13
READER/PRINTER OPERATOR		DATE
SCANNER OPERATOR		DATE

8802240007

CERTIFICATE OF INCORPORATION
OF
WOODWARD-CLYDE FEDERAL SERVICES, INC.

The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the laws of the state of Delaware, hereby certifies that:

FIRST: The name of the corporation is “WOODWARD-CLYDE FEDERAL SERVICES, INC.”

SECOND: Its registered office in the State of Delaware is located at 1013 Centre Road, Wilmington, New Castle County, Delaware 19805. The name of its registered agent at such address is Corporation Service Company.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: This corporation is authorized to issue one class of capital stock to be designated Common Stock. The authorized aggregate number of shares is Two Thousand Five Hundred (2,500) shares. The par value of each of such shares is One Dollar ($1.00).

FIFTH: The capital stock, after the amount of the subscription price or par value has been paid, shall not be subject to assessment to pay the debts of the corporation.

SIXTH:

1. The name and post office address of the incorporator is:

Richard A. Saffir

P.O. Box 7358

San Francisco, California 94120

2. The name and mailing address of each person who is to serve as a director until the first annual meeting of the stockholders or until a successor is elected and qualified, is as follows:

(a) Douglas C. Moorhouse

600 Montgomery Street, 30th Floor

San Francisco, California 94111

32520\0901- 0

Incrpl-2.Crt-fv

(b) Robert K. Wilson

600 Montgomery Street, 30th Floor

San Francisco, California 94111

(c) Jean-Yves Perez

600 Montgomery Street, 30th Floor

San Francisco, California 94111

(d) Doane F. Kiechel, Jr.

600 Montgomery Street, 30th Floor

San Francisco, California 94111

(e) Phil R. Cobb

600 Montgomery Street, 30th Floor

San Francisco, California 94111

SEVENTH: The corporation shall have perpetual existence.

EIGHTH: From time to time any of the provisions of this Certificate of Incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article EIGHTH.

NINTH: In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the by-laws of the corporation.

TENTH: Meetings of the stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.

THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does hereby make this certificate, declaring and certifying that this is my act and deed and that the facts herein stated are true, and accordingly have hereunto set my hand.

Dated: August 8, 1988

By	/s/ Richard A. Saffir
	Richard A. Saffir

32520\0901- 0	2
Incrpl-2.Crt-fv

STATE OF CALIFORNIA	)
	) ss.
COUNTY OF SAN FRANCISCO	)

On this 8th day of August, 1988, before me, the undersigned, a Notary Public, State of California, duly commissioned and sworn, personally appeared Richard A. Saffir, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within Certificate of Incorporation of Woodward-Clyde Federal Services, Inc. as incorporator on behalf of the corporation therein named and acknowledged that the corporation executed it.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal on the day and year in this certificate first above written.

	/s/ Fred Villa, Jr.
	Notary Public,
	State of California

32520\0901- 0	3
Incrpl-2.Crt-fv

ILLEGIBLE

CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE

*****

Inc.

Woodward-Clyde Federal Services Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is

Corporation Service Company and the present registered office of the corporation is in the county of New Castle

The Board of Directors of Woodward-Clyde Federal Services, Inc. adopted the following resolution on the 9th day of June, 1989.

Resolved, that the registered office of Woodward-Clyde Federal Services, Inc. in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF, Woodward-Clyde Federal has caused Services, Inc. this statement to be signed by Doane F. Kiechel,             its             President and attested by Robert K. Wilson            , its             Secretary this 8th day of August, 1989

By	/s/ Doane F. Kiechel
	Doane F. Kiechel President

ATTEST:
By	/s/ Robert K. Wilson
	Robert K. Wilson Secretary

(DEL. • 364 - 7/30/84)

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 06/10/1998

981224951 – 2169199

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

It is hereby certified that:

1. The name of the corporation (hereinafter called the “corporation”) is

Woodward-Clyde Federal Services, Inc.

2. The registered office of the corporation within the State of Delaware is hereby changed to 1013 Centre Road, City of Wilmington 19805, County of New Castle.

3. The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4. The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on 6 May, 1998.

/s/ Robert K. Wilson
Robert K. Wilson,	Secretary

DE BC D:COA CERTIFICATE OF CHANGE 03/96

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 08/04/1998

981304656 – 2169199

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

WOODWARD-CLYDE FEDERAL SERVICES, INC.

Woodward-Clyde Federal Services, Inc., a corporation organized and existing under and by virtue of the general corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST. That the Board of Directors of said corporation, at a meeting duly convened and held, adopted the following resolution:

RESOLVED that the Board of Directors hereby declares it advisable and in the beet interest of the Company that Article FIRST of the Certificate of Incorporation be amended to read as follows:

FIRST: The name of this corporation shall be:

URS GREINER WOODWARD-CLYDE FEDERAL SERVICES, INC. effective November 1, 1998.

SECOND. That the said amendment has been consented to and authorized by the holders of a majority of the issued and outstanding stock entitled to vote by written consent given in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD. That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the general Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, SAID CORPORATION HAS caused this Certificate to be signed by Jean-Yves Perez, its Vice President, and attested by Michael Donnelly, its Assistant Secretary, this 20th day of July A.D. 1988.

	/s/ Jean-Yves Perez
	Jean-Yves Perez, Vice President
	/s/ Michael Donnelly
Attested by:	Michael Donnelly, Asst. Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 01/07/2000

001011227 – 2169199

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

URS GREINER WOODWARD-CLYDE FEDERAL SERVICES, INC.

* * *

UBS Greiner Woodward-Clyde Federal Services, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by unanimous written consent, adopted the following resolution:

RESOLVED that the Board of Directors hereby declares it advisable and in the best interest of the Company that Article FIRST of the Certificate of Incorporation be amended to read as follows:

“FIRST: The name of the corporation shall be URS GROUP, INC.”

SECOND: That the said amendment has been consented to and authorized by the holders of a majority of the issued and outstanding stock entitled to vote by written consent given in accordance with the provisions of Section 228 of the General Corporation Law of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of Delaware.

IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed by Gary V. Jandegian, its President this 7^th day of January, 2000.

s/s: Gary V. Jandegian

Gary V. Jandegian, President

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

*****

URS Group, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is Corporation Service Company and the present registered office of the corporation is in the county of New Castle.

The Board of Directors of URS Group, Inc. adopted the following resolution on the 1st day of November, 2000.

Resolved, that the registered office of Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, DE 19808 in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF, URS Group, Inc. has caused this statement to be signed by Daniel Hutchins, its Vice President, this 7^th day of February, 2001.

/s/ Daniel Hutchins

Daniel Hutchins, Vice President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 03:00 PM 02/07/2001

010063044 – 2169199

EX-3.26

Exhibit 3.26

BYLAWS

OF

URS GROUP, INC.

A Delaware Corporation

(amended as of December 3, 2012)

ARTICLE I—OFFICES

SECTION 1—REGISTERED OFFICE

The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

SECTION 2—OTHER OFFICES

The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II—MEETINGS OF SHAREHOLDERS

SECTION 1—PLACE OF MEETINGS

All meetings of stockholders for the election of directors shall be held in Wilmington, Delaware, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

SECTION 2—ANNUAL MEETINGS

The annual meetings of shareholders, shall be held on the second Monday in January of each year; provided, however, that should said day fall upon a legal holiday, then any such annual meeting of shareholders shall be held at the same time and place on the next day thereafter ensuing which is not a legal holiday, or at such other date and time as shall be designated from time to time by the Chairman of the Board and as stated in the notice of meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

SECTION 3—NOTICE OF ANNUAL MEETINGS

Written notice of the annual shareholders meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at the meeting not less than ten (10) or more than sixty (60) days before the date of the meeting.

SECTION 4—STOCK LEDGER

The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of the name of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

SECTION 5—SPECIAL MEETINGS

Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the written request of the stockholders owning a majority capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

SECTION 6—NOTICE OF SPECIAL MEETING

Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given, not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting.

SECTION 7—BUSINESS TRANSACTED AT A SPECIAL MEETING

Business transacted at a special meeting of the stockholders shall be limited to the purposes stated in the notice.

SECTION 8—VOTING AT MEETINGS OF SHAREHOLDERS

A majority of the holders of stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by certificate of incorporation. If however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting without notice other than announcement at the meeting, until such time as when a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

SECTION 9—QUORUM

When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power, present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one which, by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

SECTION 10—CUMULATIVE VOTING

Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

SECTION 11—ACTION WITHOUT MEETING

Unless otherwise provided for in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous consent shall be given to those stockholders who have not consented in writing.

ARTICLE III—DIRECTORS

SECTION 1—NUMBER OF DIRECTORS

The authorized number of directors shall be determined from time to time by resolution of the board of directors, provided that the board of directors shall consist of at least one member. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

SECTION 2—VACANCIES

Vacancies and newly created directorships resulting from any increase in authorized number of directors may be filled by a majority of the directors, then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, unless sooner displaced.

If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

SECTION 3—POWERS

The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

SECTION 4—PLACE OF MEETING

The board of directors of the corporation may hold meetings, both regular and special, within or without the State of Delaware.

SECTION 5—ORGANIZATION MEETING

The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order to legally constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

SECTION 6—REGULAR MEETINGS

Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

SECTION 7—SPECIAL MEETINGS

Special meetings of the board may be called at any time by the president on four (4) days’ notice to each director either personally or telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.

SECTION 8—QUORUM

At all meetings of the board, a majority of the authorized number of directors shall be necessary to constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

SECTION 9—ACTION WITHOUT MEETING

Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and such writing or writings are to be filed with the minutes of proceedings of the board or committee.

SECTION 10—PARTICIPATION IN MEETINGS

Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment if, by such means, all persons participating in the meeting can hear each other. Such participation in a meeting shall constitute presence in person at the meeting.

SECTION 11—COMMITTEES OF DIRECTORS

The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in Section 151(a) fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation) adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the

stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

SECTION 12—MINUTES OF MEETINGS

Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

SECTION 13—COMPENSATION OF DIRECTORS

Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Any member of a special or standing committee may be allowed like compensation for attending committee meetings.

SECTION 14—REMOVAL OF DIRECTORS

Unless otherwise restricted by the certificate of incorporation or these by-laws, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV—NOTICES

SECTION 1—NOTICES

Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

SECTION 2—WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V—OFFICERS

SECTION 1—OFFICERS

The officers of the corporation shall be chosen by the board of directors and shall consist of a chairman of the board, a president, a secretary and a treasurer. The board of directors may also choose one or more vice-presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide.

SECTION 2—ELECTION

The board of directors at its first meeting after each annual meeting of the stockholders shall choose the officers of the corporation.

SECTION 3—SUBORDINATE OFFICERS

The board of directors may appoint such other officers and agents as it shall deem necessary, each of whom shall hold office for such terms and shall exercise such powers and perform such duties as the board of directors may from time to time determine.

SECTION 4—REMOVAL OF OFFICERS

The officers of the corporation shall hold office until their successors are chosen and have been qualified. Any officer may be removed, either with or without cause, by a majority of the directors at the time in office. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

SECTION 5—CHAIRMAN OF THE BOARD

The chairman of the board, if there shall be such an officer, shall, if present, preside at all meetings of the stockholders and the board of directors and exercise and perform all such other powers and duties as may from time to time be assigned to him by the board of directors or prescribed by the by-laws.

SECTION 6—PRESIDENT

The president shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the board of directors are carried into effect. The president shall preside at all meetings of the stockholders and the board of directors, if there is no regular appointed chairman of the board or if such chairman is absent. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. The president may appoint one or more vice presidents and shall designate such powers and duties of any such appointed vice presidents.

SECTION 7—VICE PRESIDENTS

In the absence of the president or in the event of his inability or refusal to act, the vice presidents in order of their rank as fixed by the board of directors or, if not ranked, the vice president so designated by the board of directors shall perform all the duties of the president and, when so acting, shall have all the powers of and be subject to all the restrictions upon the president. Each vice president shall have such other powers and shall perform such other duties as from time to time may be prescribed for him by the board of directors, the bylaws, or the president.

SECTION 8—SECRETARY

The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or the president. The secretary shall have custody of the corporate seal of the corporation and shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his or her signature. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

SECTION 9—ASSISTANT SECRETARIES

The assistant secretaries in order of their rank as fixed by the board of directors or, if not ranked, the assistant secretary designated by the board of directors shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and

perform such other duties and have such other powers as the board of directors may from time to time prescribe.

SECTION 10—TREASURER

The treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation.

The treasurer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the board of directors. He shall be responsible for the proper disbursement of the funds of the corporation and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all of his transactions as treasurer and of the financial condition of the corporation. If required by the board of directors, the treasurer shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of the office and for the restoration to the corporation, in case of death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the treasurer’s possessions or under his or her control belonging to the corporation.

SECTION 11—ASSISTANT TREASURERS

In the absence of or inability or refusal to act of the treasurer, the assistant treasurers in order of their rank or, if not ranked, the assistant treasurer designated by the board of directors shall perform all the duties of the treasurer and, when so acting, shall have the powers of and be subject to all the restrictions upon the treasurer. Each assistant treasurer shall have such other powers and perform such other duties as from time to time may be prescribed for him by the board of directors or the by-laws.

ARTICLE VI—SHARES OF STOCK

SECTION 1—SHARE CERTIFICATES

The shares of the corporation shall be represented by a stock certificate.

If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stock holder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. Certificates shall be signed by the chairman or vice chairman of the board or the president or a vice president, and by the treasurer or an assistant treasurer or the secretary or any assistant secretary of the corporation.

SECTION 2—LOST CERTIFICATES

The holder of any shares of stock of the corporation shall immediately notify the corporation of any loss or destruction of the certificate therefor, and the corporation may issue a new certificate in the place of any certificate theretofore issued by it alleged to have been lost, stolen or destroyed, upon approval of the board of directors. The board may, in its discretion, as a condition precedent to the issuance of such new certificate, require the owner of such lost, stolen or destroyed certificate, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

SECTION 3—TRANSFER OF SHARES

Upon the surrender to the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

SECTION 4—FIXING RECORD DATE

In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting.

SECTION 5—REGISTERED STOCKHOLDERS

The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the, owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII—GENERAL PROVISIONS

SECTION 1—DIVIDENDS

Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

SECTION 2—ANNUAL STATEMENT

The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business condition of the corporation.

SECTION 3—CHECKS

All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

SECTION 4—FISCAL YEAR

The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SECTION 5—SEAL

The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed, affixed, reproduced or otherwise attached to the document to which it relates.

SECTION 6—STATE OF ALASKA REQUIREMENTS

The Corporation desires to engage in the practice of the disciplines of Civil Engineering, Mechanical Engineering, Structural Engineering, Electrical Engineering, Land Surveying and Architecture in the State of Alaska. To engage in the lawful practice of these disciplines, the Corporation will continually maintain a duly registered professional in responsible charge of each discipline in such State.

EX-3.27

Exhibit 3.27

Delaware	PAGE 1
The First State

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “URS HOLDINGS, INC.” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF INCORPORATION, FILED THE SEVENTH DAY OF MARCH, A.D. 1991, AT 10 O’CLOCK A.M.

CERTIFICATE OF AMENDMENT, FILED THE TWENTY-FIRST DAY OF JUNE, A.D. 1991, AT 10 O’CLOCK A.M.

CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SEVENTH DAY OF DECEMBER, A.D. 1991, AT 12:30 O’CLOCK P.M.

CERTIFICATE OF MERGER, FILED THE SIXTH DAY OF MARCH, A.D. 1992, AT 1 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE TWELFTH DAY OF MARCH, A.D. 1992.

CERTIFICATE OF AMENDMENT, FILED THE SIXTEENTH DAY OF AUGUST, A.D. 1993, AT 10:30 O’CLOCK A.M.

RESTATED CERTIFICATE, FILED THE TENTH DAY OF DECEMBER, A.D. 1993, AT 10:45 O’CLOCK A.M.

		/s/ Harriet Smith Windsor
		Harriet Smith Windsor, Secretary of State
2256592    8100H		AUTHENTICATION: 6192390
071263254		DATE: 11-28-07
You may verify this certificate online at corp.delaware.gov/authver.shtml

Delaware	PAGE 2
The First State

CERTIFICATE OF DESIGNATION, FILED THE FIRST DAY OF APRIL, A.D. 1997, AT 4 O’CLOCK P.M.

CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “DAMES & MOORE, INC.” TO “DAMES & MOORE GROUP”, FILED THE TWELFTH DAY OF AUGUST, A.D. 1997, AT 9 O’CLOCK A.M.

CERTIFICATE OF OWNERSHIP, FILED THE TWENTY-SEVENTH DAY OF MARCH, A.D. 1998, AT 9 O’CLOCK A.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF OWNERSHIP IS THE TWENTY-EIGHTH DAY OF MARCH, A.D. 1998.

CERTIFICATE OF AMENDMENT, FILED THE TWENTY-THIRD DAY OF SEPTEMBER, A.D. 1998, AT 9 O’CLOCK A.M.

CERTIFICATE OF OWNERSHIP, FILED THE TWENTY-THIRD DAY OF JUNE, A.D. 1999, AT 2 O’CLOCK P.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE THIRD DAY OF FEBRUARY, A.D. 2000, AT 4:30 O’CLOCK P.M.

CERTIFICATE OF MERGER, FILED THE FOURTH DAY OF SEPTEMBER, A.D. 2001, AT 4:30 O’CLOCK P.M.

CERTIFICATE OF MERGER, FILED THE FOURTEENTH DAY OF SEPTEMBER, A.D. 2001, AT 6 O’CLOCK P.M.

		/s/ Harriet Smith Windsor
		Harriet Smith Windsor, Secretary of State
2256592    8100H		AUTHENTICATION: 6192390
071263254 You may verify this certificate online at corp.delaware.gov/authver.shtml		DATE: 11-28-07

Delaware	PAGE 3
The First State

CERTIFICATE OF MERGER, FILED THE FIFTEENTH DAY OF OCTOBER, A.D. 2001, AT 6 O’CLOCK P.M.

CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “DAMES & MOORE GROUP” TO “URS HOLDINGS, INC.”, FILED THE THIRTIETH DAY OF JANUARY, A.D. 2002, AT 9 O’CLOCK A.M.

CERTIFICATE OF MERGER, FILED THE TWENTY-SECOND DAY OF AUGUST, A.D. 2002, AT 12:30 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “URS HOLDINGS, INC.”.

		/s/ Harriet Smith Windsor
		Harriet Smith Windsor, Secretary of State AUTHENTICATION: 6192390
2256592    8100H
071263254 You may verify this certificate online at corp.delaware.gov/authver.shtml		DATE: 11-28-07

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 03/07/1991

731066005 – 2256592

CERTIFICATE OF INCORPORATION

OF

DAMES & MOORE, INC.

Article I

Name

The name of the corporation is Dames & Moore, Inc. (the “Corporation”).

Article II

Registered Office

The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

Article III

Business

The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the General Corporation Law of the State of Delaware, as amended from time to time (the “General Corporation Law”).

Article IV

Authorized Capital Stock

A. The Corporation is authorized to issue two classes of shares of capital stock to be designated, respectively, “Preferred Stock” and “Common Stock.” The total number of shares of capital stock which the Corporation shall have authority to issue is 70,000,000, of which 10,000,000 shares shall be Preferred Stock at the par value of $.01 per share and 60,000,000 shares shall be Common Stock at the par value of $.01 per share.

B. The Preferred Stock may be divided into and issued in one or more series. The Board of Directors is hereby vested with the authority from time to time to establish and designate such series and, within the limitations prescribed by law, to fix and determine the designations, powers, preferences, and relative, participating, optional or other special rights, and qualifications, limitations and restrictions of any series so established.

C. Subject to all of the rights of the Preferred Stock of any series, dividends may be paid on the Common Stock, as and when declared by the Board of Directors, out of any funds of the Corporation legally available for the payment of such dividends.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of Common Stock shall share ratably in the assets of the Corporation remaining after payment of the preferential amounts required to be paid to holders of Preferred Stock.

Article V

Directors

A. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which shall consist of not less than ten nor more than fifteen directors, the exact number of directors to be determined from time to time by resolution adopted by the affirmative vote of a majority of the directors then in office.

B. In addition to the powers and authority expressly conferred upon them by the General Corporation Law or by this Certificate of Incorporation or the Bylaws of the Corporation, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation. At all meetings of the Board of Directors, each director shall have one vote, and all questions shall be decided by a majority of the directors present at each such meeting, provided, however, that certain matters, as provided hereinbelow or in the Bylaws, shall be decided by a majority of the directors then in office or by the Continuing Directors (defined below).

C. Subject to the rights of the holders of any class or series of Preferred Stock and to the requirements of law, newly created directorships resulting from any increase in the authorized number of directors or any vacancies resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled only by a majority vote of the directors then in office, though less than a quorum, and directors so chosen shall hold office for a term expiring at the next annual meeting of stockholders and until such directors’ successors shall have been duly elected and qualified.

D. Election of directors need not be by written ballot.

Article VI

Meetings of Stockholders

A. Any action required or permitted to be taken by the stockholders of the Corporation may be effected only at a duly noticed and called annual or special meeting of stockholders of the Corporation and may not be effected by consent in writing of such stockholders. Special meetings of the stockholders of the Corporation may be called only by the Chairman of the Board or by the Board of Directors pursuant to a resolution adopted by a majority of the directors then in office.

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B. At all elections of directors of the Corporation, each stockholder shall be entitled to as many votes as shall equal the number of votes which (except for this provision for cumulative voting) he (or she) would be entitled to cast for the election of directors with respect to his shares of stock multiplied by the number of directors to be elected by him, and he may cast all of such votes for a single director or may distribute such votes for any two or more of such directors as he may see fit.

Article VII

Business Combinations

A. In addition to any affirmative vote of the holders of any particular class or series of the capital stock of the Corporation that may be required by law or otherwise and in addition to any affirmative vote of the directors of the Corporation that may be required by law or otherwise, the Corporation shall not engage in a Business Combination (defined below) unless and until the following conditions have been satisfied:

1. The Business Combination must be approved by either (i) a majority of the Continuing Directors, provided that this condition shall not be capable of satisfaction unless there are at least three Continuing Directors, or (ii) the affirmative vote of the holders of at least two-thirds of the total voting power of the then-outstanding shares of Voting Stock, excluding Voting Stock of which Interested Stockholders are the Beneficial Owners (as such terms are defined below), voting together as a single class; and

2. If the Business Combination is approved by a majority of the Continuing Directors but not by the affirmative vote of the stockholders described above in Article VII.A.1(ii), the following conditions must also be satisfied in the case of a Business Combination that involves the payment of cash or other consideration to the stockholders of the Corporation in their capacity as stockholders:

(i) The consideration to be received by holders of shares of a particular class or series of outstanding capital stock must be in cash or in the same form as the Interested Stockholder involved in the Business Combination has previously paid for shares of such class or series of capital stock. If the Interested Stockholder has paid for shares of any class or series of capital stock with varying forms of consideration, the form of consideration to be received per share by holders of shares of such class or series of capital stock shall be either cash or the form used to acquire the largest number of shares of such class or series previously acquired by the Interested Stockholder; and

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(ii) The cash or Fair Market Value (defined below) of other consideration to be received per share by the holders of each class or series of capital stock of the Corporation in the Business Combination must not be less than the highest per share price (including brokerage commissions and/or soliciting dealers’ fees) paid by the Interested Stockholder in acquiring any shares of such class or series, respectively, within the twenty-four months preceding the date of consummation of the Business Combination (appropriately adjusted for any stock split, stock dividend, combination of shares or similar event).

B. For the purposes hereof:

1. “Affiliate” or “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 under the Exchange Act (defined below).

2. A Person (defined below) is the “Beneficial Owner” of any and all Voting Stock:

(i) Which such Person or any of its Affiliates or Associates beneficially owns, directly or indirectly, within the meaning of Rule 13d-3 under the Exchange Act; or

(ii) Which such Person or any of its Affiliates or Associates otherwise has (a) the right to acquire (whether such right is exercisable immediately or only after the passage of time or subject to any condition) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options or otherwise, or (b) the right to vote pursuant to any agreement, arrangement or understanding (but neither such Person nor any such Affiliate or Associate shall be deemed to be the beneficial owner of such Voting Stock solely by reason of a revocable proxy granted for a particular meeting of stockholders, pursuant to a public solicitation of proxies for such meeting and with respect to which neither such Person nor such Affiliate or Associate is otherwise deemed the beneficial owner); or

(iii) Which are beneficially owned, directly or indirectly, within the meaning of Rule 13d-3 under the Exchange Act, by any other Person with which such Person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of Voting Stock.

3. “Business Combination” means any of the transactions referred to in the following Subparagraphs (i) through (vi):

(i) Any merger or consolidation of the Corporation or any Subsidiary (defined below) with (a) any

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Interested Stockholder or (b) any other Person which after such merger or consolidation would be an Interested Stockholder; or

(ii) Any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately as a stockholder of the Corporation, to or with any Interested Stockholder of any assets of the Corporation or any Subsidiary having an aggregate Fair Market Value of $5,000,000 or more; or

(iii) The receipt by any Interested Stockholder of any benefit, directly or indirectly (except proportionately as a stockholder of the Corporation), of any loan, advance, guarantee, pledge or other financial assistance in an amount in excess of $5,000,000 provided by or through the Corporation or any Subsidiary; or

(iv) The issuance or transfer to any Interested Stockholder by the Corporation or any Subsidiary (in one transaction or a series of transactions) of any securities of the Corporation or any Subsidiary having an aggregate Fair Market Value of $5,000,000 or more, except pursuant to a dividend, distribution, exchange offer or purchase offer made by the Corporation on a pro rata basis to all holders of a class or series of its capital stock and which does not have the effect, directly or indirectly and in one transaction or a series of transactions, of increasing by more than one percent the proportionate share of the outstanding shares of any class of equity or convertible securities of the Corporation or any Subsidiary of which any Interested Stockholder is the Beneficial Owner; or

(v) The adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposed by or on behalf of any Interested Stockholder; or

(vi) Any reclassification of securities (including any reverse stock split or recapitalization of the Corporation), any merger or consolidation of the Corporation with any of its Subsidiaries or any other transaction (whether or not with or into or otherwise involving any Interested Stockholder) which has the effect, directly or indirectly and in one transaction or a series of transactions, of increasing by more than one percent the proportionate share of the outstanding shares of any class of equity or convertible securities of the Corporation or any Subsidiary of which any Interested Stockholder is the Beneficial Owner.

4. “Continuing Director” means a director of the Corporation who is not an Interested Stockholder or an officer, employee, director, representative or nominee of an Interested Stockholder and who (i) is or was a member of the Corporation’s

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original Board of Directors, (ii) was a member of the Board of Directors prior to the time that the Interested Stockholder became an Interested Stockholder or (iii) is a successor of a Continuing Director and was recommended to succeed a Continuing Director by a majority of Continuing Directors then on the Board of Directors.

5. “Exchange Act” means the Securities Exchange Act of 1934, as in effect on March 1, 1991.

6. “Fair Market Value” means: (i) in the case of stock or other securities, the highest closing sale price during the thirty-day period immediately preceding the date in question of a share of such stock or other security on the principal United States securities exchange registered under the Exchange Act on which such stock or other security is listed, or, if such stock or other security is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock or other security during the thirty-day period preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any other quotation reporting system then in use, or if no such quotations are available, the fair market value on the date in question of a share of such stock or other security as determined by the Board of Directors in good faith, and (ii) in the case of property other than stock or other securities, the fair market value of such property on the date in question as determined by the Board of Directors in good faith.

7. “Interested Stockholder” means (i) any Person which, together with its Affiliates and Associates, is the Beneficial Owner of an aggregate of twenty percent or more of the outstanding shares of Common Stock or of the total voting power of all outstanding Voting Stock, (ii) an Affiliate or Associate of the Corporation that at any time within the two-year period immediately prior to the date in question was the Beneficial Owner of an aggregate of twenty percent or more of the outstanding shares of Common Stock or of the total voting power of all outstanding Voting Stock, (iii) any Person which is an assignee of or successor to any shares of Voting Stock which were at any time within the two-year period immediately prior to the date in question Beneficially Owned by any Interested Stockholder, if such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933, as amended, or (iv) any Affiliate, Associate, officer, director or representative of an Interested Stockholder. Notwithstanding the foregoing, the term “Interested Stockholder” shall not include the Corporation, any Subsidiary, any employee benefit plan of the Company or any Subsidiary or any trustee or fiduciary when acting in such capacity with respect to any employee benefit plan of the Company or any Subsidiary.

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8. “Person” mean any individual, partnership, firm, corporation or other entity, as well as any group deemed to be a Person under Section 14(d)(2) of the Exchange Act.

9. “Subsidiary” means any corporation or other entity of which the Corporation owns, directly or indirectly, securities that entitle the Corporation to elect a majority of the board of directors or other Persons performing similar functions for such corporation or other entity or that otherwise give to the Corporation the power to control such corporation or entity.

10. “Voting Stock” means all shares of Common Stock and all other outstanding securities of the Corporation, if any, which are, as of the date in question, entitled to vote generally in the election of directors of the Corporation.

C. The Board of Directors, when evaluating any proposed transaction that would result in a Person becoming an Interested Stockholder, or in an Interested Stockholder increasing its ownership of capital stock of the Corporation, or any transaction with any other party, whether or not such other party is an Interested Stockholder, that would constitute a Business Combination if the other party to the transaction were or would thereby become an Interested Stockholder, may, to the fullest extent permitted by law, give due consideration to the independence and integrity of the Corporation’s operations, and the effects of the transaction on the stockholders, employees, customers and other constituents of the Corporation. Nothing contained in this Article VII shall be construed as relieving any Interested Stockholder from any fiduciary obligation imposed by law.

Article VIII

Liability of Directors

No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the General Corporation Law, or (iv) for any transaction from which such director derived an improper personal benefit. No amendment to or repeal of this Article VIII shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. If the General Corporation Law is amended hereafter further to eliminate or limit the personal liability of directors, the liability of a director of this Corporation shall

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be limited or eliminated to the fullest extent permitted by the General Corporation Law, as so amended.

Article IX

Amendment of Charter Documents

A. Subject to the provisions hereof, the Corporation reserves the right at any time, and from time to time, to amend, or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by law, and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors and any other persons pursuant to this Certificate of Incorporation are granted subject to this reservation.

B. In addition to any affirmative vote of the holders of any particular class or series of the capital stock of the Corporation that may be required by law or otherwise and in addition to any affirmative vote of the directors of this Corporation that may be required by law or otherwise, any amendment or repeal of any provision of this Certificate of Incorporation shall require the affirmative vote of the holders of at least two-thirds of the total voting power of the then-outstanding shares of Voting Stock, voting together as a single class, provided, however, that any amendment or repeal of any provision of Article VII hereof (Business Combinations) shall require the affirmative vote of the holders of at least two-thirds of the total voting power of the then-outstanding shares of Voting Stock, excluding Voting Stock of which Interested Stockholders are the Beneficial Owners, voting together as a single class.

C. The Board of Directors shall have concurrent power with the stockholders to adopt, amend or repeal the Bylaws of this Corporation, provided, however, that no provision of the Bylaws may be adopted, amended or repealed if the effect thereof would be to modify or permit the circumvention of any provision of this Certificate of Incorporation. Any adoption, amendment or repeal of the Bylaws by the Board of Directors shall require the approval of a majority of the directors then in office. In addition to any affirmative vote of the holders of any particular class or series of the capital stock of the Corporation that may be required by law or otherwise, any adoption, amendment or repeal of any provision of the Bylaws by the stockholders shall require the affirmative vote of the holders of at least two-thirds of the total voting power of the then-outstanding shares of Voting Stock, voting together as a single class.

Article X

Incorporator

The name and mailing address of the sole incorporator are as follows: Marc L. Brown; c/o Tuttle & Taylor, A Law

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Corporation; 355 South Grand Ave.; 40th Floor; Los Angeles, CA 90071.

I, the undersigned, being the incorporator, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate of Incorporation, do certify that the facts stated are true, and accordingly, have hereto set my hand this 5th day of March, 1991.

/s/ Marc L. Brown

Marc L. Brown

Incorporator

7256G

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STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 06/21/1991

731172008 – 2256592

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

DAMES & MOORE, INC.

Dames & Moore, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Company”), does hereby certify:

1. The original Certificate of Incorporation of the Company was filed with the Office of the Secretary of State of the State of Delaware on March 7, 1991. The Company has not yet issued any stock or received any payment for any of its stock.

2. Pursuant to a resolution duly adopted by a majority of the Company’s Board of Directors in accordance with the provisions of Section 241 of the General Corporation Law of the State of Delaware, Paragraph A of Article IV of the Company’s Certificate of Incorporation has been amended to read in its entirety as follows:

A. The Corporation is authorized to issue two classes of shares of capital stock to be designated, respectively, “Preferred Stock” and “Common Stock.” The total number of shares of capital stock which the Corporation shall have authority to issue is 28,000,000, of which 1,000,000 shares shall be Preferred Stock at the par value of $.01 per share and 27,000,000 shares shall be Common Stock at the par value of $.01 per share.

IN WITNESS WHEREOF, Dames & Moore, Inc. has caused this Certificate to be signed and attested by its duly authorized officers, this 18th day of June, 1991.

DAMES & MOORE, INC.
By	/s/ George D. Leal
	George D. Leal, Chairman of the Board, President and Chief Executive Officer

ATTEST:
By	/s/ Maurice Yellen
	Maurice Yellen, Secretary

7414G

0432W STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 12:30 PM 12/27/1991 913615316 – 2256592

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

DAMES & MOORE, INC.

Dames & Moore, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Company”), does hereby certify:

1. The original Certificate of Incorporation of the Company was filed with the Office of the Secretary of State of the State of Delaware on March 7, 1991. A Certificate of Amendment of Certificate of Incorporation of the Company was filed in the Office of the Secretary of State of the State of Delaware on June 21, 1991. The Company has not yet issued any stock or received any payment for any of its stock.

2. Pursuant to a resolution duly adopted by a majority of the Company’s Board of Directors in accordance with the provisions of Section 241 of the General Corporation Law of the State of Delaware, the Certificate of Incorporation of the Company is amended as follows:

A. Paragraph A of Article VI has been amended to read in its entirety as follows:

Article VI

Meetings of Stockholders

A. Any action required or permitted to be taken by the stockholders of the Corporation may be effected only at a duly noticed and called annual or special meeting of stockholders of the Corporation and may not be effected by consent in writing of such stockholders. Special meetings of the stockholders of the Corporation may be called only (i) by the Chairman of the Board; (ii) by the Board of Directors pursuant to a resolution adopted by a majority of the directors then in office, or (iii) the holders of shares entitled to cast not less than 10 percent of the votes at the meeting.

B. Article VII, Business Combinations, shall be deleted in its entirety.

0432W

C. Paragraph B of Article IX, Amendment of Charter Documents, shall be amended to read in its entirety as follows:

B. In addition to any affirmative vote of the holders of any particular class or series of the capital stock of the Corporation that may be required by law or otherwise and in addition to any affirmative vote of the directors of this Corporation that may be required by law or otherwise, any amendment or repeal of any provision of this Certificate of Incorporation shall require the affirmative vote of the holders of at least two-thirds of the total voting power of the then-outstanding shares of Voting Stock, voting together as a single class.

IN WITNESS WHEREOF, Dames & Moore, Inc. has caused this Certificate to be signed and attested by its duly authorized officers, this 27th day of December, 1991.

DAMES & MOORE, INC.
By	/s/ George D. Leal
	George D. Leal, Chairman of the Board, President and Chief Executive Officer

ATTEST:
By	/s/ Maurice Yellen
	Maurice Yellen, Secretary

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STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 01:00 PM 03/06/1992

732066015 – 2256592

CERTIFICATE OF MERGER OF

DAMES & MOORE, INC.,

a California corporation

INTO

DAMES & MOORE, INC.,

a Delaware corporation

(Under Section 252 of the General

Corporation Law of the State of Delaware)

DAMES & MOORE, INC., a Delaware corporation, hereby certifies that:

1. The name and state of incorporation of each of the constituent corporations are:

(a) Dames & Moore, Inc., a California corporation (“D&M California”); and

(b) Dames & Moore, Inc., a Delaware corporation (Dames & Moore, Inc.”).

2. An Agreement of Merger has been approved, adopted, certified, executed and acknowledged by D&M California and Dames & Moore, Inc. in accordance with the provisions of subsection (c) of Section 252 of the General Corporation Law of the State of Delaware.

3. The effective time of the Merger provided for in the Agreement of Merger shall be at 9:00 a.m., Eastern Standard Time, on March 12, 1992.

4. The name of the surviving corporation is Dames & Moore, Inc.

5. The Certificate of Incorporation, as amended, of Dames & Moore, Inc. (a Delaware corporation) shall be the certificate of incorporation of the surviving corporation.

6. The executed Agreement of Merger is on file at the principal place of business of Dames & Moore, Inc. at 911 Wilshire Boulevard, Seventh Floor, Los Angeles, California 90017.

7. A copy of the Agreement of Merger will be furnished by Dames & Moore, Inc., on request and without cost, to any stockholder of D&M California or Dames & Moore, Inc.

8. The authorized capital stock of D&M California is 1,000,000 shares of Class A stock, 1,000,000 shares of Class B stock and 1,000,000 shares of Class C stock, with no par value.

IN WITNESS WHEREOF, Dames & Moore, Inc. has caused this Certificate of Merger to be signed by George D. Leal, its President, and attested by Maurice Yellen, its Secretary, on this 4^th day of March, 1992.

DAMES & MOORE, INC.,
a Delaware corporation
By	/s/ George D. Leal
	President

ATTEST:
By	/s/ Maurice Yellin
	Secretary

2

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:30 AM 08/16/1993

932285136 – 2256592

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

DAMES & MOORE, INC.

Dames & Moore, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation Law”), does hereby certify:

1. The original Certificate of Incorporation of the Corporation was filed with the Office of the Secretary of State of the State of Delaware on March 7, 1991.

2. Pursuant to the approval of the directors and stockholders of the Corporation in accordance with the provisions of Section 242 of the Corporation Law, Article III of the Corporation’s Certificate of Incorporation has been amended to read in its entirety as follows:

The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the General Corporation Law of the State of Delaware, as amended from time to time (the “General Corporation Law”), including, without limitation, the professional practice of engineering.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed and attested by its duly authorized officers this 9th day of August, 1993.

DAMES & MOORE, INC.
By	/s/ George D. Leal
	George D. Leal Chairman of the Board and Chief Executive Officer

ATTEST:
By	/s/ Maurice Yellen
	Maurice Yellen, Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:45 AM 12/10/1993

933445119 – 2256592

RESTATED CERTIFICATE OF INCORPORATION

OF

DAMES & MOORE, INC.

Dames & Moore, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation Law”), does hereby certify:

A. The original Certificate of Incorporation of the Corporation was filed with the Office of the Secretary of State of the State of Delaware on March 7, 1991.

B. This Restated Certificate of Incorporation has been duly adopted by the Corporation’s Board of Directors in accordance with the provisions of Section 245 of the Corporation Law. This Restated Certificate of Incorporation only restates and integrates and does not further amend the provisions of the Corporation’s Certificate of Incorporation as heretofore amended, and there is no discrepancy between those provisions and the provisions of this Restated Certificate of Incorporation.

C. The Corporation’s Certificate of Incorporation, as heretofore amended, hereby is restated and integrated to read in its entirety as follows:

Article I

Name

The name of the corporation is Dames & Moore, Inc. (the “Corporation”).

Article II

Registered Office

The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

Article III

Business

The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the General Corporation Law of the State of Delaware, as amended from time to time (the “General Corporation Law”), including, without limitation, the professional practice of engineering.

Article IV

Authorized Capital Stock

A. The Corporation is authorized to issue two classes of shares of capital stock to be designated, respectively, “Preferred Stock” and “Common Stock.” The total number of shares of capital stock which the Corporation shall have authority to issue is 28,000,000, of which 1,000,000

shares shall be Preferred Stock at the par value of $.01 per share and 27,000,000 shares shall be Common Stock at the par value of $.01 per share.

B. The Preferred Stock may be divided into and issued in one or more series. The Board of Directors is hereby vested with the authority from time to time to establish and designate such series and, within the limitations prescribed by law, to fix and determine the designations, powers, preferences, and relative, participating, optional or other special rights, and qualifications, limitations and restrictions of any series so established.

C. Subject to all of the rights of the Preferred Stock of any series, dividends may be paid on the Common Stock, as and when declared by the Board of Directors, out of any funds of the Corporation legally available for the payment of such dividends. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of Common Stock shall share ratably in the assets of the Corporation remaining after payment of the preferential amounts required to be paid to holders of Preferred Stock.

Article V

Directors

A. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which shall consist of not less than ten nor more than fifteen directors, the exact number of directors to be determined from time to time by resolution adopted by the affirmative vote of a majority of the directors then in office.

B. In addition to the powers and authority expressly conferred upon them by the General Corporation Law or by this Certificate of Incorporation or the Bylaws of the Corporation, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation. At all meetings of the Board of Directors, each director shall have one vote, and all questions shall be decided by a majority of the directors present at each such meeting, provided, however, that certain matters, as provided hereinbelow or in the Bylaws, shall be decided by a majority of the directors then in office or by the Continuing Directors (defined below).

C. Subject to the rights of the holders of any class or series of Preferred Stock and to the requirements of law, newly created directorships resulting from any increase in the authorized number of directors or any vacancies resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled only by a majority vote of the directors then in office, though less than a quorum, and directors so chosen shall hold office for a term expiring at the next annual meeting of stockholders and until such directors’ successors shall have been duly elected and qualified.

D. Election of directors need not be by written ballot.

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Article VI

Meetings of Stockholders

A. Any action required or permitted to be taken by the stockholders of the Corporation may be effected only at a duly noticed and called annual or special meeting of stockholders of the Corporation and may not be effected by consent in writing of such stockholders. Special meetings of the stockholders of the Corporation may be called only (i) by the Chairman of the Board, (ii) by the Board of Directors pursuant to a resolution adopted by a majority of the directors then in office, or (iii) by the holders of shares entitled to cast not less than 10 percent of the votes at the meeting.

B. At all elections of directors of the Corporation, each stockholder shall be entitled to as many votes as shall equal the number of votes which (except for this provision for cumulative voting) he (or she) would be entitled to cast for the election of directors with respect to his shares of stock multiplied by the number of directors to be elected by him, and he may cast all of such votes for a single director or may distribute such votes for any two or more of such directors as he may see fit.

Article VII

Liability of Directors

No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the General Corporation Law, or (iv) for any transaction from which such director derived an improper personal benefit. No amendment to or repeal of this Article VII shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. If the General Corporation Law is amended hereafter further to eliminate or limit the personal liability of directors, the liability of a director of this Corporation shall be limited or eliminated to the fullest extent permitted by the General Corporation Law, as so amended.

Article VIII

Amendment of Charter Documents

A. Subject to the provisions hereof, the Corporation reserves the right at any time, and from time to time, to amend or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by law, and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors and any other persons pursuant to this Certificate of Incorporation are granted subject to this reservation.

3

B. In addition to any affirmative vote of the holders of any particular class or series of the capital stock of the Corporation that may be required by law or otherwise and in addition to any affirmative vote of the directors of this Corporation that may be required by law or otherwise, any amendment or repeal of any provision of this Certificate of Incorporation shall require the affirmative vote of the holders of at least two-thirds of the total voting power of the then-outstanding shares of Voting Stock, voting together as a single class.

C. The Board of Directors shall have concurrent power with the stockholders to adopt, amend or repeal the Bylaws of this Corporation, provided, however, that no provision of the Bylaws may be adopted, amended or repealed if the effect thereof would be to modify or permit the circumvention of any provision of this Certificate of Incorporation. Any adoption, amendment or repeal of the Bylaws by the Board of Directors shall require the approval of a majority of the directors then in office. In addition to any affirmative vote of the holders of any particular class or series of the capital stock of the Corporation that may be required by law or otherwise, any adoption, amendment or repeal of any provision of the Bylaws by the stockholders shall require the affirmative vote of the holders of at least two-thirds of the total voting power of the then-outstanding shares of Voting Stock, voting together as a single class.

IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate of Incorporation to be signed and attested by its duly authorized officers, this 7th day of December, 1993.

DAMES & MOORE, INC.
By	/s/ George D. Leal
	George D. Leal
	Chairman of the Board and Chief Executive Officer

ATTEST:
By	/s/ Maurice Yellen
	Maurice Yellen, Secretary

4

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:00 PM 04/01/1997

971106075 – 2256592

CERTIFICATE OF DESIGNATIONS

of

SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

of

DAMES & MOORE, INC.

(Pursuant to Section 151 of the

General Corporation Law of the State of Delaware)

Dames & Moore, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter called the “Corporation”), hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation as required by Section 151 of the General Corporation Law of the State of Delaware at a meeting duly called and held on March 14, 1997.

RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of this Corporation (hereinafter called the “Board of Directors” or the “Board”) in accordance with the provisions of the Certificate of Incorporation, the Board of Directors hereby creates a series of Preferred Stock, par value $0.01 per share (the “Preferred Stock”), of the Corporation and hereby states the designation and number of shares, and fixes the relative rights, preferences, and limitations thereof as follows:

Series A Junior Participating Preferred Stock:

Section 1. Designation and Amount. The shares of such series shall be designated as “Series A Junior Participating Preferred Stock” (the “Series A Preferred Stock”) and the number of shares constituting the Series A Preferred Stock shall be 135,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock.

Section 2. Dividends and Distributions.

(A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of Common Stock, par value $0.01 per share (the “Common Stock”), of the Corporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on or about the first day of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $ 1.00 or (b) subject to the provision for adjustment hereinafter set forth, 200 times the aggregate per share amount of all cash dividends, and 200 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time after the date on which the Preferred Stock Purchase Rights of the Corporation are declared by the Board of Directors (the “Rights Declaration Date”) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B) The Corporation shall declare a dividend or distribution on the Series A Preferred Stock as provided in paragraph (A) of this Section 2 immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

2

(C) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than 60 days prior to the date fixed for the payment thereof.

Section 3. Voting Rights. The holders of shares of Series A Preferred Stock shall have the following voting rights:

(A) Subject to the provision for adjustment hereinafter set forth, each share of Series A Preferred Stock shall entitle the holder thereof to 200 votes on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time after the Rights Declaration Date declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the number of votes per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B) Except as otherwise provided herein, in any other Certificate of Designations creating a series of Preferred Stock or any similar stock, or by law, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock and any other capital stock of the Corporation which may from time to time be accorded such voting right shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.

(C) (i) If at any time dividends on any Series A Preferred Stock shall be in arrears in an amount equal to six (6) quarterly dividends thereon, the occurrence of such

3

contingency shall mark the beginning of a period (herein called a “default period”) which shall extend until such time when all accrued and unpaid dividends for all previous quarterly dividend periods and for the current quarterly dividend period on ail shares of Series A Preferred Stock then outstanding shall have been declared and paid or set apart for payment. During each default period, the holders of Series A Preferred Stock, voting as a class, shall have the right to elect two (2) directors.

(ii) During any default period, such voting right of the holders of Series A Preferred Stock may be exercised initially at a special meeting called pursuant to subparagraph (iii) of this Section 3(C) or at any annual meeting of stockholders, and thereafter at annual meetings of stockholders, provided that such voting right shall not be exercised unless the holders of ten percent (10%) in number of shares of Series A Preferred Stock outstanding shall be present in person or by proxy, The absence of a quorum of the holders of Common Stock shall not affect the exercise by the holders of Series A Preferred Stock of such voting right. At any meeting at which the holders of Series A Preferred Stock shall exercise such voting right initially during an existing default period, they shall have the right, voting as a class, to elect directors to fill such vacancies, if any, in the Board of Directors as may then exist up to two (2) directors or, if such right is exercised at an annual meeting, to elect two (2) directors. If the number which may be so elected at any special meeting does not amount to the required number, the holders of the Series A Preferred Stock shall have the right to make such increase in the number of directors as shall be necessary to permit the election by them of the required number. After the holders of the Series A Preferred Stock shall have exercised their right to elect directors in any default period and during the continuance of such period, the number of directors shall not be increased or decreased except by vote of the holders of Series A Preferred Stock as herein provided or pursuant to the rights of any equity securities ranking senior to or pari passu with the Series A Preferred Stock.

(iii) Unless the holders of Series A Preferred Stock shall, during an existing default period, have previously exercised their right to elect directors, the Board of Directors may order, or any stockholder or stockholders owning in the aggregate not less than ten percent (10%) of the total number of shares of Series A Preferred Stock outstanding may request, the calling of a special meeting of the holders of Series A Preferred Stock, which meeting shall thereupon be called by the President, a Vice President or the Secretary of the Corporation. Notice of such meeting and of any annual meeting at which holders of Series A Preferred Stock are entitled to vote pursuant to this paragraph (C)(iii) shall be given to each holder of record of Series A Preferred Stock by mailing a copy of such notice to him at his last address as the same appears on the books of the Corporation. Such meeting shall be called for a time not earlier than 20 days and not later than 60 days after such order or request or in default of the calling of such meeting within 60 days after such order or request, such meeting may be called on similar notice

4

by any stockholder or stockholders owning in the aggregate not less than ten percent (10%) of the total number of shares of Series A Preferred Stock outstanding. Notwithstanding the provisions of this paragraph (C)(iii), no such special meeting shall be called during the period within 60 days immediately preceding the date fixed for the next annual meeting of the stockholders.

(iv) In any default period, the holders of Common Stock and other classes of stock of the Corporation if applicable, shall continue to be entitled to elect the whole number of directors until the holders of Series A Preferred Stock shall have exercised their right to elect two (2) directors voting as a class, after the exercise of which right (x) the directors so elected by the holders of Series A Preferred Stock shall continue in office until their successors shall have been elected by such holders or until the expiration of the default period, and (y) any vacancy in the Board of Directors may (except as provided in paragraph (C)(iii) of this Section 3) be filled by vote of a majority of the remaining directors theretofore elected by the holders of the class or classes of stock which elected the director whose office shall have become vacant. References in this paragraph (C) to directors elected by the holders of a particular class or classes of stock shall include directors elected by such directors to fill vacancies as provided in clause (y) of the foregoing sentence.

(v) Immediately upon the expiration of a default period, (x) the right of the holders of Series A Preferred Stock as a class to elect directors shall cease, (y) the term of any directors elected by the holders of Series A Preferred Stock as a class shall terminate, and (z) the number of directors shall be such number as may be provided for in the certificate of incorporation or bylaws irrespective of any increase made pursuant to the provisions of paragraph (C)(ii) of this Section 3 (such number being subject, however, to change thereafter in any manner provided by law or in the certificate of incorporation or bylaws). Any vacancies in the Board of Directors effected by the provisions of clauses (y) and (z) in the preceding sentence may be filled by a majority of the remaining directors.

(D) Except as set forth herein, or as otherwise provided by law, holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock and other classes of stock of the Corporation, if applicable, as set forth herein) for taking any corporate action.

Section 4. Certain Restrictions.

(A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares

5

of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:

(i) declare or pay dividends on, make any other distributions on, redeem on or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;

(ii) declare or pay dividends on, or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

(iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such on a parity stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or

(iv) purchase or otherwise acquire for consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Section 5. Reacquired Shares. Any shares of Series A Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein, in the Corporation’s Certificate

6

of Incorporation, or in any other Certificate of Designations creating a series of Preferred Stock or any similar stock or as otherwise required by law.

Section 6. Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary, or otherwise), dissolution or winding up of the Corporation, no distribution shall be made (1) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the “Liquidation Preference”). Following the payment of the full amount of the Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the “Common Adjustment”) equal to the quotient obtained by dividing (i) the Liquidation Preference by (ii) 200 (as appropriately adjusted as set forth in subparagraph (C) below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the “Adjustment Number”). Following the payment of the full amount of the Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Preferred Stock and Common Stock, respectively, holders of Series A Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Preferred Stock and Common Stock, on a per share basis, respectively.

(B) In the event, however, that there are not sufficient assets available to permit payment in full of the Liquidation Preference and the liquidation preferences of all other series of stock, if any, which rank on a parity with the Series A Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock.

(C) In the event the Corporation shall at any time after the Rights Declaration Date declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

7

Section 7. Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each share of Series A Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 200 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Section 8. Ranking. The Series A Preferred Stock shall rank junior to all other series of the Corporation’s Preferred Stock as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise.

Section 9. Amendment. The Certificate of Incorporation of the Corporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Preferred Stock so as to affect them adversely without the affirmative vote of the holders of a majority or more of the outstanding shares of Series A Preferred Stock, voting together as a single class.

Section 10. Fractional Shares. Series A Preferred Stock may be issued in fractions of a share which, shall entitle the holder, in proportion to such holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series A Preferred Stock.

8

IN WITNESS WHEREOF, this Certificate of Designations is executed on behalf of the Corporation by its Executive Vice President this 28th day of March, 1997.

/s/ Mark Snell

Mark Snell,

Executive Vice President

9

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

OF

DAMES & MOORE, INC.

Dames & Moore, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation Law”), does hereby certify:

A. The original Certificate of Incorporation of the Corporation was filed with the Office of the Delaware Secretary of State on March 7, 1991. The Restated Certificate of Incorporation of the Corporation was filed with the Office of the Delaware Secretary of State on December 10, 1993.

B. Pursuant to the approval of the directors and stockholders of the Corporation in accordance with the provisions of Section 242 of the Corporation Law, the Corporation’s Restated Certificate of Incorporation has been amended as follows:

1. Article I of the Restated Certificate of Incorporation has been amended to read in its entirety as follows:

Article I

Name

The name of the corporation is Dames & Moore Group (the “Corporation”).

2. Article V.A of the Restated Certificate of Incorporation has been amended to read in its entirety as follows:

A. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which shall consist of not less than eight nor more than twelve directors, with the exact number of directors to be determined from time to time by resolution adopted by the affirmative vote of a majority of the directors then in office.

3. Article VIII.B of the Restated Certificate of Incorporation has been removed from the Restated Certificate of Incorporation. Article VIII.C of the Restated Certificate of Incorporation has been relabeled as Article VIII.B and has been amended to read in its entirety as follows:

B. The Board of Directors shall have concurrent power with the stockholders to adopt, amend or repeal the Bylaws of this Corporation; provided, however, that no provision of the Bylaws may be adopted, amended or repealed if the effect thereof would be to modify or permit the circumvention of any provision of this Certificate of Incorporation. Any adoption, amendment or repeal of the Bylaws by the Board of Directors shall require the approval of a majority of the directors then in office. In addition to any affirmative vote of the holders of any particular class or series of the capital stock of the Corporation that may be required

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM    08/12/1997

971268870 – 2256592

by law or otherwise, any adoption, amendment or repeal of any provision of the Bylaws by the stockholders shall require the affirmative vote of the holders of a majority of the total voting power of the then-outstanding securities of the Corporation that are entitled to vote generally in the election of directors, voting together as a single class.

C. The foregoing amendments to the Corporation’s Restated Certificate of Incorporation have been duly adopted in accordance with Section 242 of the Corporation Law.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed and attested by its duly authorized officers this 11th day of August, 1997.

DAMES & MOORE, INC.
By	/s/ George D. Leal
	George D. Leal
	Chairman of the Board

ATTEST:
By	/s/ Mark A. Snell
	Mark A. Snell, Secretary

2

CERTIFICATE

OF

DAMES & MOORE, INC.

(PURSUANT TO 8 DEL.C. §102(a)(1))

Dames & Moore, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation Law”), does hereby certify:

A. The Corporation is filing herewith a Certificate of Amendment to change the name of the Corporation to Dames & Moore Group.

B. The total assets of the Corporation, as defined in subsection (i) of Section 503 of the Corporation Law, are not less than $10,000,000.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by its duly authorized officers this 11th day of August, 1997.

DAMES & MOORE, INC.
By	/s/ George D. Leal
	George D. Leal
	Chairman of the Board

ATTEST:
By	/s/ Mark A. Snell
	Mark A. Snell, Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 03/27/1998

981118336 – 2256592

CERTIFICATE OF OWNERSHIP AND MERGER

OF

DAMES & MOORE MANAGEMENT COMPANY

a California corporation

into

DAMES & MOORE GROUP

a Delaware corporation

It is hereby certified that:

1. Dames & Moore Group (“the Corporation”) is a business corporation organized and existing under the laws of the State of Delaware.

2. The Corporation is the owner of all of the outstanding shares of each class of stock of Dames & Moore Management Company (“the Subsidiary Corporation”), which is a business corporation organized and existing under the laws of the State of California.

3. The laws of the jurisdiction of organization of the Subsidiary Corporation permit the merger of a business corporation of that jurisdiction with a business corporation of another jurisdiction.

4. The Corporation hereby merges the Subsidiary Corporation into the Corporation.

5. The following is a copy of the resolutions adopted on March 27, 1998 by the Board of Directors of the Corporation to merge the Subsidiary Corporation into the Corporation:

WHEREAS, the Corporation owns all of the outstanding shares of each class of stock of Dames & Moore Management Company (“the Subsidiary Corporation”); and

WHEREAS, this Board of Directors deems it to be advisable and in the best interest of the Corporation that the Corporation merge the Subsidiary Corporation into itself.

NOW, THEREFORE, BE IT RESOLVED, that the Subsidiary Corporation be merged into this Corporation, and that all of the estate, property, rights, privileges, powers, and franchises of the Subsidiary Corporation be vested in and held and enjoyed by this Corporation as fully and entirely and without change or diminution as the same were before held and enjoyed by the Subsidiary Corporation in its name;

RESOLVED FURTHER, that this Corporation assume all of the obligations of the Subsidiary Corporation;

RESOLVED FURTHER, that this Corporation shall cause to be executed and filed and/or recorded the documents prescribed by the laws of the State of Delaware, by the laws of the State of California, and by the laws of any other appropriate jurisdiction and will cause to be performed all necessary acts within the jurisdiction of organization of the Subsidiary Corporation and of this Corporation and in any other appropriate jurisdiction; and

RESOLVED FURTHER, that the effective time of the Certificate of Ownership and Merger shall be March 28, 1998, and that, insofar as the General Corporation Law of the State of Delaware shall govern the same, said time shall be the effective merger time.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed this 27th day of March, 1998.

DAMES & MOORE GROUP,
a Delaware corporation
By:	/s/ Mark A. Snell
	Mark A. Snell
	Executive Vice President and Chief Financial Officer

2

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

OF

DAMES & MOORE GROUP

Dames & Moore Group (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation Law”), does hereby certify:

A. The original Certificate of Incorporation of the Corporation was filed with the Office of the Delaware Secretary of State on March 7, 1991. The Restated Certificate of Incorporation of the Corporation was filed with the Office of the Delaware Secretary of State on December 10,1993.

B. Pursuant to the approval of the directors and stockholders of the Corporation in accordance with the provisions of Section 242 of the Corporation Law, the Corporation’s Restated Certificate of Incorporation has been amended as follows:

1. Article IV.A. of the Restated Certificate of Incorporation has been amended to read in its entirety as follows:

A. The Corporation is authorized to issue two classes of shares of capital stock to be designated, respectively, “Preferred Stock” and “Common Stock.” The total number of shares of capital stock which the Corporation shall have authority to issue is 55,000,000, of which 1,000,000 shares shall be Preferred Stock with a par value of $0.01 per share and 54,000,000 shares shall be Common Stock with a par value of $0.01 per share.

C. The foregoing amendment to the Corporation’s Restated Certificate of Incorporation has been duly adopted in accordance with Section 242 of the Corporation Law.

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM  09/23/1998

981369004 – 2256592

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed and attested by its duly authorized officers this 10^th day of August, 1998.

DAMES & MOORE GROUP
By	/s/ Arthur C. Darrow
	Arthur C. Darrow
	Chairman of the Board

ATTEST:
By	/s/ Mark A. Snell
	Mark A. Snell, Secretary

2

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 02:00 PM 06/23/1999

991254387 – 2256592

CERTIFICATE OF OWNERSHIP AND MERGER

THIS CERTIFICATE OF OWNERSHIP AND MERGER (hereinafter called the “Certificate”), dated as of June 23, 1999, is being filed pursuant to Section 253(a) of the Delaware General Corporation Law in connection with the merger of DEMETER ACQUISITION CORPORATION, a Delaware corporation (the “Corporation”), with and into DAMES & MOORE GROUP, a Delaware corporation (“Dames & Moore”), with Dames & Moore as the surviving corporation.

Kent P. Ainsworth does hereby certify that:

1. He is the Executive Vice President and Chief Financial Officer of the Corporation.

2. The Corporation owns in excess of 90% of the outstanding capital stock of Dames & Moore.

3. On June 9, 1999, the Board of Directors of the Corporation adopted the resolutions attached hereto as EXHIBIT A to merge the Corporation with and into Dames & Moore.

4. On June 9, 1999, the sole stockholder of the Corporation approved the merger of the Corporation with and into Dames & Moore.

IN WITNESS WHEREOF, this Certificate is hereby executed on behalf of Demeter Acquisition Corporation and attested by its duly authorized officer.

DEMETER ACQUISITION CORPORATION
By	/s/ Kent P. Ainsworth
	Kent P. Ainsworth
	Executive Vice President and Chief Financial Officer

EXHIBIT A

DEMETER ACQUISITION CORPORATION

BOARD RESOLUTIONS

WHEREAS, the Corporation lawfully owns in excess of 90% of the outstanding capital stock of Dames & Moore Group, a Delaware corporation (“Dames & Moore”), and now desires to merge the Corporation with and into Dames & Moore;

RESOLVED, that the Board of Directors of the Corporation hereby approves the merger of the Corporation with and into Dames & Moore pursuant to Section 253 of the Delaware Law with Dames & Moore being the surviving corporation (the “Surviving Corporation”);

RESOLVED FURTHER, that the proper officers of the Corporation be, and they hereby are, authorized to make, execute and acknowledge a Certificate of Ownership and Merger setting forth a copy of the resolutions to merge the Corporation with and into Dames & Moore and the date of adoption thereof, and to file the same in the office of the Secretary of State of the State of Delaware;

RESOLVED FURTHER, that the Certificate of Incorporation of the Surviving Corporation shall be amended and restated to read in full as set forth in Schedule I hereto and that the Bylaws of the Surviving Corporation shall be amended and restated to read in full as set forth in the Bylaws of the Corporation (but with the name of the Surviving Corporation);

RESOLVED FURTHER, that each issued and outstanding share of capital stock of the Corporation shall be converted into and become one fully paid and nonassessable share of Common Stock, par value $0.01 per share, of Dames & Moore;

RESOLVED FURTHER, that each share of Common Stock of Dames & Moore together with associated preferred stock purchase rights (a “Share”) that is held by Dames & Moore and each Share that is held by URS Corporation or the Corporation shall automatically be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor, and that each Share that is held by any direct or indirect subsidiary of URS Corporation (other than the Corporation) or of Dames & Moore shall remain outstanding without change;

RESOLVED FURTHER, that each issued and outstanding Share (other than Shares to be canceled or to remain outstanding in accordance with the resolution above and other than Dissenting Shares as set forth in the resolution below) shall be converted into the right to receive from Dames & Moore in cash, without interest, $16.00 (the ‘‘Merger Consideration”);

RESOLVED FURTHER, that any issued and outstanding Shares held by a person (a “Dissenting Stockholder”) who has neither voted in favor of the merger nor consented in writing thereto and otherwise complies with all the applicable provisions of the Delaware General Corporation Law concerning the right of holders of Dames & Moore Common

Stock to require appraisal of their Shares (“Dissenting Shares”) shall not be converted as described above but shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware, and that if, after the effective time of the merger, any such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right to appraisal, in any case pursuant to the Delaware General Corporation Law, his Shares shall be deemed to be converted as of the effective time of the merger into the right to receive the Merger Consideration; and

RESOLVED FURTHER, that as of the effective time of the merger, all Shares (other than Shares held by any direct or indirect subsidiary of URS Corporation in Dames & Moore as set forth above) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall cease to have any rights with respect thereto, except the right to receive The Merger Consideration without interest;

RESOLVED FURTHER, that the officers of the Corporation be, and each of them hereby is, authorized and empowered, for and on behalf of the Corporation to execute, prepare and deliver any and all documents, contracts or instruments, and to do or cause to be done any and all such other acts and things that they, or any of them, may deem necessary or desirable in order to implement fully the purposes and intent of the foregoing resolutions, and that any such documents, contracts or instruments so executed and delivered, and any such acts or things done or caused to be done, by them or any of them shall be conclusive evidence of their or his or her authority in so doing.

SCHEDULE I

RESTATED CERTIFICATE OF INCORPORATION OP DAMES & MOORE GROUP

RESTATED CERTIFICATE OF INCORPORATION

OF

DAMES & MOORE GROUP

I.

The name of this corporation is Dames & Moore Group.

II.

The address of the registered office of the corporation in the State of Delaware is 15 East North Street, City of Dover, County of Kent, and the name of the registered agent of the corporation in the State of Delaware at such address is AmeriSearch Corporate Services, Inc.

III.

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware.

IV.

A. This corporation is authorized to issue only one class of stock, to be designated Common Stock. The total number of shares of Common Stock presently authorized is one hundred (100), each having a par value of one-tenth of one cent ($0.001).

1. Directors shall be elected at each annual meeting of stockholders to hold office until the next annual meeting. Each director shall hold office either until the expiration of the term for which elected or appointed and until a successor has been elected and qualified, or until such director’s death, resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

2. No person entitled to vote at an election for directors may cumulate votes to which such person is entitled, unless, at the time of such election, the corporation is subject to Section 2115(b) of the California General Corporation Law (“CGCL”) During such time or times that the corporation is subject to Section 2115(b) of the CGCL, every stockholder entitled to vote at an election for directors may cumulate such stockholder’s votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which such stockholder’s shares are otherwise entitled, or distribute the stockholder’s votes on the same principle among as many candidates as such stockholder thinks fit. No stockholder, however, shall be entitled to so cumulate such stockholder’s votes unless (a) the names of such candidate or candidates have been placed in nomination prior to the voting and (b) the stockholder has given notice at the meeting, prior to the voting, of such stockholder’s intention to cumulate such stockholder’s votes. If any stockholder has given proper notice to cumulate votes, all stockholders may cumulate their votes for any candidates who have been

1.

properly placed in nomination. Under cumulative voting, the candidates receiving the highest number of votes, up to the number of directors to be elected, are elected.

B. Removal

1. During such time or times that the corporation is subject to Section 2115(b) of the CGCL, the Board of Directors or any individual director may be removed from office at any time without cause by the affirmative vote of the holders of at least a majority of the outstanding shares entitled to vote on such removal; provided, however, that unless the entire Board is removed, no individual director may be removed when the votes cast against such director’s removal, or not consenting in writing to such removal, would be sufficient to elect that director if voted cumulatively at an election which the same total number of votes were cast (or, if such action is taken by written consent, all shares entitled to vote were voted) and the entire number of directors authorized at the time of such director’s most recent election were then being elected.

2. At any time or times that the corporation is not subject to Section 2115(b) of the CGCL and subject to any limitations imposed by law, Section B.1 above shall not apply and the Board of Directors or any director may be removed from office at any time (a) with cause by the affirmative vote of the holders of a majority of the voting power of all then-outstanding shares of voting stock of the corporation entitled to vote at an election of directors or (b) without cause by the affirmative vote of the holders of sixty-six and two-thirds percent (66 2/3 %) of the voting power of all then-outstanding shares of voting stock of the corporation, entitled to vote at an election of directors.

V.

A. The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by the Board of Directors in the manner provided in the Bylaws.

B. Subject to paragraph (h) of Section 43 of the Bylaws, the Bylaws may be altered or amended or new Bylaws adopted by the stockholders entitled to vote. The Board of Directors shall also have the power to adopt, amend or repeal Bylaws.

VI.

A. The liability of the directors for monetary damages shall be eliminated to the fullest extent permitted under applicable law.

B. This corporation is authorized to provide indemnification of agents (as defined in Section 317 of the CGCL) for breach of duty to the corporation and its stockholders through bylaw provisions or through agreements with the agents, or through stockholder resolutions, or

2.

otherwise, in excess of the indemnification otherwise permitted by Section 317 of the CGCL, subject, at any time or times that the corporation is subject to Section 2115(b) of the CGCL, to the limits on such excess indemnification set forth in Section 204 of the CGCL.

C. Any repeal or modification of this Article VI shall be prospective and shall not affect the rights under this Article VI in effect at the time of the alleged occurrence of any act or omission to act giving rise to liability or indemnification.

VII.

The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this reservation.

3.

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:30 PM 02/03/2000

001057595 – 2256592

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

* * *

It is hereby certified that:

1. The name of the corporation is DAMES & MOORE GROUP.

2. The registered office of the corporation within the State of Delaware is hereby changed to Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle.

3. The registered agent of the corporation within the State of Delaware is hereby changed to The Corporation Trust Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4. The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on 1 of February, 2000

/s/ Joseph Masters

Joseph Masters, Vice President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:30 PM 09/04/2001

010437431 – 2256592

CERTIFICATE OF MERGER

OF

URS GREINER WOODWARD-CLYDE ENGINEERING, INC.

a Nevada corporation

URS GREINER WOODWARD-CLYDE GROUP, INC.

a Delaware corporation

AND

URS CORPORATION CONSULTANTS

a Delaware corporation

INTO

DAMES & MOORE GROUP

a Delaware corporation

The undersigned corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify that:

1. The name and state of incorporation of each of the constituent corporations of the merger is as follows:

Name	State of Incorporation
URS Greiner Woodward-Clyde Engineering, Inc.	Nevada
URS Greiner Woodward-Clyde Group, Inc.	Delaware
URS Corporation Consultants	Delaware
Dames & Moore Group	Delaware

2. An Agreement and Plan of Merger and Reorganization (the “Agreement and Plan of Merger”) between URS Greiner Woodward-Clyde Engineering, Inc., URS Greiner Woodward-Clyde Group, Inc., URS Corporation Consultants and Dames & Moore Group has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in the manner and by the vote required by subsection (c) of Section 252 of the General Corporation Law of the State of Delaware.

3. The name of the surviving corporation is Dames & Moore Group.

4. The certificate of incorporation of Dames & Moore Group, a Delaware corporation, the surviving corporation, shall not be amended by this merger and shall be the certificate of incorporation of the surviving corporation.

5. The Agreement and Plan of Merger is on file at the principal place of business of the surviving corporation. The address of the principal place of business of the surviving corporation is 100 California Street, Suite 500, San Francisco, CA 94111.

6. A copy of the Agreement and Plan of Merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation.

7. The authorized capital stock of URS Greiner Woodward-Clyde Engineering, Inc. consists of 100 shares of common stock, par value $1.00 per share.

8. It is intended that the merger qualify as a tax-free reorganization within the meaning of Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended

[Remainder of Page Intentionally Blank]

2

IN WITNESS WHEREOF, this Certificate of Merger is hereby executed on behalf of the surviving corporation, Dames & Moore Group, by officers thereunto duly authorized.

Dated as of August 23, 2001

DAMES & MOORE GROUP a Delaware corporation
By:	/s/ Joseph Masters
	Joseph Masters
	President
ATTEST:
By:	/s/ Carol Brummerstedt
	Carol Brummerstedt
	Secretary

3

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 06:00 PM 09/14/2001

010457288 – 2256592

CERTIFICATE OF MERGER

OF

URS GREINER WOODWARD-CLYDE INTERNATIONAL, INC.

a Delaware corporation

INTO

DAMES & MOORE GROUP

a Delaware corporation

The undersigned corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify that:

1. The name and state of incorporation of each of the constituent corporations of the merger is as follows:

Name	State of Incorporation
URS Greiner Woodward-Clyde International, Inc.	Delaware
Dames & Moore Group	Delaware

2. An Agreement and Plan of Merger and Reorganization (the “Agreement and Plan of Merger”) between URS Greiner Woodward-Clyde International, Inc. and Dames & Moore Group has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in the manner and by the vote required by Section 251 of the General Corporation Law of the State of Delaware.

3. The name of the surviving corporation is Dames & Moore Group.

4. The certificate of incorporation of Dames & Moore Group, a Delaware corporation, the surviving corporation, shall not be amended by this merger and shall be the certificate of incorporation of the surviving corporation.

5. The Agreement and Plan of Merger is on file at the principal place of business of the surviving corporation. The address of the principal place of business of the surviving corporation is 100 California Street, Suite 500, San Francisco, CA 94111.

6. A copy of the Agreement and Plan of Merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation.

7. It is intended that the merger qualify as a tax-free liquidation within the meaning of Section 332 of the Internal Revenue Code of 1986, as amended or, alternatively, as a tax-free reorganization within the meaning of Section 368(a)(1)(A) thereof.

IN WITNESS WHEREOF, this Certificate of Merger is hereby executed on behalf of the surviving corporation, Dames & Moore Group, by officers thereunto duly authorized.

Dated as of September 10, 2001

DAMES & MOORE GROUP
a Delaware corporation
By:	/s/ Joseph Masters
	Joseph Masters
	Vice President
ATTEST:
By:	/s/ Kristin L. Jones
	Kristin L. Jones
	Assistant Secretary

2

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 06:00 PM 10/15/2001

010513242 – 2256592

[Delaware Filing]

CERTIFICATE OF MERGER

OF

BRW GROUP, INC.

a Delaware corporation

INTO

DAMES & MOORE GROUP

a Delaware corporation

The undersigned corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify that:

1. The name and state of incorporation of each of the constituent corporations of the merger is as follows:

Name	State of Incorporation
BRW Group, Inc.	Delaware
Dames & Moore Group	Delaware

2. An Agreement and Plan of Merger and Reorganization (the “Agreement and Plan of Merger”) between BRW Group, Inc. and Dames & Moore Group has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in the manner and by the vote required by subsection (c) of Section 252 of the General Corporation Law of the State of Delaware.

3. The name of the surviving corporation is Dames & Moore Group.

4. The certificate of incorporation of Dames & Moore Group, a Delaware corporation, the surviving corporation, shall not be amended by this merger and shall be the certificate of incorporation of the surviving corporation.

5. The executed Agreement and Plan of Merger is on file at the principal place of business of the surviving corporation. The address of the principal place of business of the surviving corporation is 100 California Street, Suite 500, San Francisco, CA 94111.

6. A copy of the Agreement and Plan of Merger will be famished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation.

7. It is intended that the merger qualify as a tax-free liquidation within the meaning of Section 332 of the Internal Revenue Code of 1986, as amended or, alternatively, as a tax-free reorganization within the meaning of Section 368(a)(1)(A) thereof.

[Remainder of Page Intentionally Blank]

2

IN WITNESS WHEREOF, this Certificate of Merger is hereby executed on behalf of the surviving corporation, Dames & Moore Group, by officers thereunto duly authorized.

Dated as of October 1, 2001

DAMES & MOORE GROUP
a Delaware corporation
By:	/s/ Joseph Masters
	Joseph Masters
	Vice President

3

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 01/30/2002

020059574 – 2256592

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

OF

DAMES & MOORE GROUP

* * * *

Dames & Moore Group, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board a resolution proposing and declaring advisable the following amendment to the Restated Certificate of Incorporation of said corporation:

RESOLVED, that the Restated Certificate of Incorporation of Dames & Moore Group be amended by changing Article I thereof so chat, as amended, said Article shall be and read as follows:

Article I

The name of the corporation is URS Holdings, Inc.

SECOND: That in lieu of a meeting and vote of stockholder, the sole stockholder has given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

IT WITNESS WHEREOF, said Dames & Moore Group has caused this Restated Certificate of Incorporation to be signed by Kristin L. Jones, its Assistant Secretary, this 29^th day of January, 2002.

DAMES & MOORE GROUP

/s/ Kristin L. Jones

Kristin L. Jones, Assistant Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 12:30 PM 08/22/2002

020531418 – 2256592

CERTIFICATE OF MERGER

OF

CARLYLE-EG&G HOLDINGS CORP.

a Delaware corporation

INTO

URS HOLDINGS, INC.

a Delaware corporation

The undersigned corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify that:

1. The name and state of incorporation of each of the constituent corporations of the merger is as follows:

Name	State of Incorporation
Carlyle-EG&G Holdings Corp.	Delaware
URS Holdings, Inc.	Delaware

2. An Agreement and Plan of Merger (the “Agreement and Plan of Merger”) by and among URS Corporation, URS Holdings, Inc., Carlyle-EG&G Holdings Corp., Lear Siegler Services, Inc. and EG&G Technical Services Holdings, L.L.C. has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 251 of the General Corporation Law of the State of Delaware.

3. The name of the surviving corporation (the “Surviving Corporation”) is URS Holdings, Inc.

4. The certificate of incorporation of URS Holdings, Inc., a Delaware corporation, the Surviving Corporation, shall not be amended by this merger and shall be the certificate of incorporation of the Surviving Corporation.

5. The executed Agreement and Plan of Merger is on file at the principal place of business of the Surviving Corporation. The address of the principal place of business of the Surviving Corporation is 100 California Street, Suite 500, San Francisco, CA 94111.

6. A copy of the Agreement and Plan of Merger will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any constituent corporation.

7. This Certificate of Merger shall be effective upon filing (the “Effective Time”) in accordance with the provisions of Sections 103 and 251 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, this Certificate of Merger is hereby executed on behalf of the surviving corporation, URS Holdings, Inc., by officers thereunto duly authorized.

Dated as of August 22, 2002

URS HOLDINGS, INC.
a Delaware corporation
By:	/s/ David C. Nelson
	David C. Nelson
	Vice President and Treasurer
ATTEST:
By:	/s/ Carol Brummerstedt
	Carol Brummerstedt
	Secretary

2

EX-3.28

Exhibit 3.28

AMENDED AND RESTATED BYLAWS

OF

URS HOLDINGS, INC.

A Delaware Corporation

(Amended and Restated as of September 9, 2004)

ARTICLE I

OFFICES

SECTION 1. REGISTERED OFFICE. The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle. (Del. Code Ann., tit. 8, Section 131)

SECTION 2. OTHER OFFICES. The corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and may also have offices at such other places, both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require. (Del. Code Ann., tit. 8, Section 122(8))

ARTICLE II

CORPORATE SEAL

SECTION 3. CORPORATE SEAL. The corporate seal shall consist of a die bearing the name of the corporation and the inscription, “Corporate Seal-Delaware.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. (Del. Code Ann., tit. 8, Section 122(3))

ARTICLE III

STOCKHOLDERS’ MEETINGS

SECTION 4. PLACE OF MEETINGS. Meetings of the stockholders of the corporation shall be held at such place, either within or without the State of Delaware, as may be designated from time to time by the Board of Directors, or, if not so designated, then at the office of the corporation required to be maintained pursuant to Section 2 hereof. (Del. Code Ann., tit. 8, Section 211(a))

SECTION 5. ANNUAL MEETING.

(A) The annual meeting of the stockholders of the corporation, for the purpose of election of directors and for such other business as may lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors. (Del. Code Ann., tit. 8,Section 211(b))

(B) At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be: (A) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (B) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (C) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the corporation not later than the close of business on the sixtieth (60th) day nor earlier than the close of business on the ninetieth (90th) day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the date of the annual meeting has been changed by more than thirty (30) days from the date contemplated at the time of the previous year’s proxy statement, notice by the stockholder to be timely must be so received not earlier than the close of business on the ninetieth (90th) day prior to such annual meeting and not later than the close of business on the later of the sixtieth (60th) day prior to such annual meeting or, in the event public announcement of the date of such annual meeting is first made by the corporation fewer than seventy (70) days prior to the date of such annual meeting, the close of business on the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the corporation. A stockholder’s notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the corporation’s books, of the stockholder proposing such business, (iii) the class and number of shares of the corporation which are beneficially owned by the stockholder, (iv) any material interest of the stockholder in such business and (v) any other information that is required to be provided by the stockholder pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “1934 Act”), in his capacity as a proponent to a stockholder proposal. Notwithstanding the foregoing, in order to include information with respect to a stockholder proposal in the proxy statement and form of proxy for a stockholder’s meeting, stockholders must provide notice as required by the regulations promulgated under the 1934 Act. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this paragraph (b). The chairman of the annual meeting shall, if the facts warrant, determine and declare at the meeting that business was not properly brought before the meeting and in accordance with the provisions of this paragraph (b), and, if he should so determine, he shall so declare at the meeting that any such business not properly brought before the meeting shall not be transacted. (Del. Code Ann., tit. 8: Section 211(b))

(C) Only persons who are nominated in accordance with the procedures set forth in this paragraph (c) shall be eligible for election as directors. Nominations of persons for election to the Board of Directors of the corporation may be made at a meeting of stockholders by or at the direction of the Board of Directors or by any stockholder of the corporation entitled to vote in the election of directors at the meeting who complies with the notice procedures set forth in this paragraph (c). Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the corporation in accordance with the provisions of paragraph (b) of this Section 5. Such stockholder’s notice shall set forth (i) as to each person, if any, whom the stockholder proposes to nominate for election or re-election as a director: (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (C) the class and number of shares of the corporation which are beneficially owned by such person, (D) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder, and (E) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the 1934 Act (including without limitation such person’s written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected); and (ii) as to such stockholder giving notice, the information required to be provided pursuant to paragraph (b) of this Section 5. At the request of the Board of Directors, any person nominated by a stockholder for election as a director shall furnish to the Secretary of the corporation that information required to be set forth in the stockholder’s notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth in this paragraph (c). The chairman of the meeting shall, if the facts warrant, determine and declare at the meeting that a nomination was not made in accordance with the procedures prescribed by these Bylaws, and if he should so determine, he shall so declare at the meeting, and the defective nomination shall be disregarded. (Del. Code Ann., tit. 8, Sections 212, 214).

(D) For purposes of this Section 5, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

SECTION 6. SPECIAL MEETINGS.

(A) Special meetings of the stockholders of the corporation may be called, for any purpose or purposes, by (i) the Chairman of the Board of Directors, (ii) the Chief Executive Officer, (iii) the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption) or (iv) by the holders of shares entitled to cast not less than ten percent (10%) of the votes at the meeting, and shall be held at such place, on such date, and at such time as the Board of Directors, shall fix.

(B) If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the Chairman of the Board of Directors, the Chief Executive Officer, or the Secretary of the corporation. No business may be transacted at such special meeting otherwise than specified in such notice. The Board of Directors shall determine the time and place of such special meeting, which shall be held not less than thirty-five (35) nor more than one hundred twenty (120) days after the date of the receipt of the request. Upon determination of the time and place of the meeting, the officer receiving the request shall cause notice to be given to the stockholders entitled to vote, in accordance with the provisions of Section 7 of these Bylaws. If the notice is not given within sixty (60) days after the receipt of the request, the person or persons requesting the meeting may set the time and place of the meeting and give the notice. Nothing contained in this paragraph (b) shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board of Directors may be held.

SECTION 7. NOTICE OF MEETINGS. Except as otherwise provided by law or the Certificate of Incorporation, written notice of each meeting of stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, such notice to specify the place, date and hour and purpose or purposes of the meeting. Notice of the time, place and purpose of any meeting of stockholders may be waived in writing, signed by the person entitled to notice thereof, either before or after such meeting, and will be waived by any stockholder by his attendance thereat in person or by proxy, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given. (Del. Code Ann., tit. 8, Sections 222, 229)

SECTION 8. QUORUM. At all meetings of stockholders, except where otherwise provided by statute or by the Certificate of Incorporation, or by these Bylaws, the presence, in person or by proxy duly authorized, of the holders of a majority of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, either by the chairman of the meeting or by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting. The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, all action taken by the holders of a majority of the vote cast, excluding abstentions, at any meeting at which a quorum is present shall be valid and binding upon the corporation; provided, however, that directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Where a separate vote by a class or classes or series is required, except where otherwise provided by the statute or by the Certificate of Incorporation or these Bylaws, a majority of the outstanding shares of such class or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and, except where

otherwise provided by the statute or by the Certificate of Incorporation or these Bylaws, the affirmative vote of the majority (plurality, in the case of the election of directors) of the votes cast, including abstentions, by the holders of shares of such class or classes or series shall be the act of such class or classes or series. (Del. Code Ann., tit. 8, Section 216)

SECTION 9. ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS. Any meeting of stockholders, whether annual or special, may be adjourned from time to time either by the chairman of the meeting or by the vote of a majority of the shares casting votes, excluding abstentions. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. (Del. Code Ann., tit. 8, Section 222(c))

SECTION 10. VOTING RIGHTS. For the purpose of determining those stockholders entitled to vote at any meeting of the stockholders, except as otherwise provided by law, only persons in whose names shares stand on the stock records of the corporation on the record date, as provided in Section 12 of these Bylaws, shall be entitled to vote at any meeting of stockholders. Every person entitled to vote or execute consents shall have the right to do so either in person or by an agent or agents authorized by a proxy granted in accordance with Delaware law. An agent so appointed need not be a stockholder. No proxy shall be voted after three (3) years from its date of creation unless the proxy provides for a longer period. (Del. Code Ann., tit. 8,Sections 211(e), 212(b))

SECTION 11. JOINT OWNERS OF STOCK. If shares or other securities having voting power stand of record in the names of two (2) or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two (2) or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: (a) if only one (1) votes, his act binds all; (b) if more than one (1) votes, the act of the majority so voting binds all; (c) if more than one (1) votes, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionally, or may apply to the Delaware Court of Chancery for relief as provided in the General Corporation Law of Delaware, Section 217(b). If the instrument filed with the Secretary shows that any such tenancy is held in unequal interests, a majority or even-split for the purpose of subsection (c) shall be a majority or even-split in interest. (Del. Code Ann., tit. 8, Section 217(b))

SECTION 12. LIST OF STOCKHOLDERS. The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be

specified in the notice of the meeting, or, if not specified, at the place where the meeting is to be held. The list shall be produced and kept at the time and place of meeting during the whole time thereof and may be inspected by any stockholder who is present. (Del. Code Ann., tit. 8, Section 219(a))

SECTION 13. ACTION WITHOUT MEETING.

(A) Unless otherwise provided in the Certificate of Incorporation, any action required by statute to be taken at any annual or special meeting of the stockholders, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

(B) Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the corporation in the manner herein required, written consents signed by a sufficient number of stockholders to take action are delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. (Del. Code Ann., tit. 8,Section 228)

(C) Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. If the action which is consented to is such as would have required the filing of a certificate under any section of the General Corporation Law of the State of Delaware if such action had been voted on by stockholders at a meeting thereof, then the certificate filed under such section shall state, in lieu of any statement required by such section concerning any vote of stockholders, that written notice and written consent have been given as provided in Section 228 of the General Corporation Law of Delaware.

SECTION 14. ORGANIZATION.

(A) At every meeting of stockholders, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President, or, if the President is absent, a chairman of the meeting chosen by a majority in interest of the stockholders entitled to vote, present in person or by proxy, shall act as chairman. The Secretary, or, in his absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting.

(B) The Board of Directors of the corporation shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are

necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to stockholders of record of the corporation and their duly authorized and constituted proxies and such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with rules of parliamentary procedure.

ARTICLE IV

DIRECTORS

SECTION 15. NUMBER AND TERM OF OFFICE. The authorized number of directors shall be determined from time to time by resolution of the Board of Directors, provided that the Board of Directors shall consist of at least one member. Directors need not be stockholders unless so required by the Certificate of Incorporation. If for any cause, the directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided in these Bylaws. (Del. Code Ann., tit. 8,Sections 141(b), 211(b), (c))

SECTION 16. POWERS. The powers of the corporation shall be exercised, its business conducted and its property controlled by the Board of Directors, except as may be otherwise provided by statute or by the Certificate of Incorporation. (Del. Code Ann., tit. 8,Section 141(a))

SECTION 17. TERM OF DIRECTORS. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, directors shall be elected at each annual meeting of stockholders for a term of one year., Each director shall serve until his successor is duly elected and qualified or until his death, resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

SECTION 18. VACANCIES. Unless otherwise provided in the Certificate of Incorporation, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors, shall unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by stockholders, be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director’s successor shall have been elected and qualified. A vacancy in the Board of Directors shall be

deemed to exist under this Bylaw in the case of the death, removal or resignation of any director. (Del. Code Ann., tit. 8, Section 223(a), (b))

SECTION 19. RESIGNATION. Any director may resign at any time by delivering his written resignation to the Secretary, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors. If no such specification is made, it shall be deemed effective at the pleasure of the Board of Directors. When one or more directors shall resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office for the unexpired portion of the term of the Director whose place shall be vacated and until his successor shall have been duly elected and qualified. (Del. Code Ann., tit. 8,Sections 141(b), 223(d))

SECTION 20. REMOVAL. Subject to the rights of the holders of any series of Preferred Stock, no director shall be removed without cause. Subject to any imitations imposed by law, the Board of Directors or any individual director may be removed from office at any time with cause by the affirmative vote of the holders of a majority of the voting power of all the then-outstanding shares of voting stock of the corporation, entitled to vote at an election of directors (the “Voting Stock”).

SECTION 21. MEETINGS.

(A) Annual Meetings. The annual meeting of the Board of Directors shall be held immediately before or after the annual meeting of stockholders and at the place where such meeting is held. No notice of an annual meeting of the Board of Directors shall be necessary and such meeting shall be held for the purpose of electing officers and transacting such other business as may lawfully come before it.

(B) Regular Meetings. Except as hereinafter otherwise provided, regular meetings of the Board of Directors shall be held in the office of the corporation required to be maintained pursuant to Section 2 hereof. Unless otherwise restricted by the Certificate of Incorporation, regular meetings of the Board of Directors may also be held at any place within or without the State of Delaware which has been designated by resolution of the Board of Directors or the written consent of all directors. (Del. Code Ann., tit. 8,Section 141(g))

(C) Special Meetings. Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board of Directors may be held at any time and place within or without the State of Delaware whenever called by the Chairman of the Board, the President or any two of the directors (Del. Code Ann., tit. 8,Section 141(g))

(D) Telephone Meetings. Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting. (Del. Code Ann., tit. 8,Section 141(i))

(E) Notice of Meetings. Notice of the time and place of all special meetings of the Board of Directors shall be given orally or in writing, by telephone, facsimile, telegraph or telex, during normal business hours, at least forty-eight (48) hours before the date and time of the meeting, or sent in writing to each director by first class mail, charges prepaid, at least three (3) days before the date of the meeting. Notice of any meeting may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. (Del. Code Ann., tit. 8, Section 229)

(F) Waiver of Notice. The transaction of all business at any meeting of the Board of Directors, or any committee thereof, however called or noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the directors not present shall sign a written waiver of notice. All such waivers shall be filed with the corporate records or made a part of the minutes of the meeting. (Del. Code Ann., tit. 8,Section 229)

SECTION 22. QUORUM AND VOTING.

(A) Unless the Certificate of Incorporation requires a greater number and except with respect to indemnification questions arising under Section 43 hereof, for which a quorum shall be one-third of the exact number of directors fixed from time to time in accordance with the Certificate of Incorporation, a quorum of the Board of Directors shall consist of a majority of the exact number of directors fixed from time to time by the Board of Directors in accordance with the Certificate of Incorporation; provided, however, that at any meeting whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting. (Del. Code Ann., tit. 8,Section 141(b))

(B) At each meeting of the Board of Directors at which a quorum is present, all questions and business shall be determined by the affirmative vote of a majority of the directors present, unless a different vote be required by law, the Certificate of Incorporation or these Bylaws. (Del. Code Ann., tit. 8,Section 141(b))

SECTION 23. ACTION WITHOUT MEETING. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the minutes of proceedings of the Board of Directors or committee. (Del. Code Ann., tit. 8,Section 141(f))

SECTION 24. FEES AND COMPENSATION. Directors shall be entitled to such compensation for their services as may be approved by the Board of Directors, including, if so approved, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting of the Board of Directors and at any meeting of a committee of the Board of Directors. Nothing herein

contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation therefor. (Del. Code Ann., tit. 8,Section 141(h))

SECTION 25. COMMITTEES.

(A) Executive Committee. The Board of Directors may by resolution passed by a majority of the whole Board of Directors appoint an Executive Committee to consist of one (1) or more members of the Board of Directors. The Executive Committee, to the extent permitted by law and provided in the resolution of the Board of Directors shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, including without limitation the power or authority to declare a dividend, to authorize the issuance of stock and to adopt a certificate of ownership and merger, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation. (Del. Code Ann., tit. 8,Section 141(c))

(B) Other Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, from time to time appoint such other committees as may be permitted by law. Such other committees appointed by the Board of Directors shall consist of one (1) or more members of the Board of Directors and shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committees, but in no event shall such committee have the powers denied to the Executive Committee in these Bylaws. (Del. Code Ann., tit. 8,Section 141(c))

(C) Term. Each member of a committee of the Board of Directors shall serve a term on the committee coexistent with such member’s term on the Board of Directors. The Board of Directors, subject to the provisions of subsections (a) or (b) of this Bylaw may at any time increase or decrease the number of members of a committee or terminate the existence of a committee. The membership of a committee member shall terminate on the date of his death or voluntary resignation from the committee or from the Board of Directors. The Board of Directors may at any time for any reason remove any individual committee member and the Board of Directors may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, and, in addition, in the absence or disqualification of any member of a

committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. (Del. Code Ann., tit. 8, Section 141(c))

(D) Meetings. Unless the Board of Directors shall otherwise provide, regular meetings of the Executive Committee or any other committee appointed pursuant to this Section 25 shall be held at such times and places as are determined by the Board of Directors, or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings need be given thereafter. Special meetings of any such committee may be held at any place which has been determined from time to time by such committee, and may be called by any director who is a member of such committee, upon written notice to the members of such committee of the time and place of such special meeting given in the manner provided for the giving of written notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors. Notice of any special meeting of any committee may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends such special meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. A majority of the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee. (Del. Code Ann., tit. 8,Sections 141(c), 229)

SECTION 26. ORGANIZATION. At every meeting of the directors, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President, or if the President is absent, the most senior Vice President, or, in the absence of any such officer, a chairman of the meeting chosen by a majority of the directors present, shall preside over the meeting. The Secretary, or in his absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting.

ARTICLE V

OFFICERS

SECTION 27. OFFICERS DESIGNATED. The officers of the corporation shall include, if and when designated by the Board of Directors, the Chairman of the Board of Directors, the Chief Executive Officer, the President, one or more Vice Presidents, the Secretary, the Chief Financial Officer, the Treasurer, the Controller, all of whom shall be elected at the annual organizational meeting of the Board of Directors. The Board of Directors may also appoint one or more Assistant Secretaries, Assistant Treasurers, Assistant Controllers and such other officers and agents with such powers and duties as it shall deem necessary. The Board of Directors may assign such additional titles to one or more of the officers as it shall deem appropriate. Any one person may hold any number of offices of the corporation at any one time unless specifically prohibited therefrom by law. The salaries and

other compensation of the officers of the corporation shall be fixed by or in the manner designated by the Board of Directors. (Del. Code Ann., tit. 8,Sections 122(5), 142(a), (b))

SECTION 28. TENURE AND DUTIES OF OFFICERS.

(A) General. All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have been duly elected and qualified, unless sooner removed. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors. (Del. Code Ann., tit. 8, Section 141(b), (e))

(B) Duties of Chairman of the Board of Directors. The Chairman of the Board of Directors, when present, shall preside at all meetings of the stockholders and the Board of Directors. The Chairman of the Board of Directors shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time. If there is no President, then the Chairman of the Board of Directors shall also serve as the Chief Executive Officer of the corporation and shall have the powers and duties prescribed in paragraph (c) of this Section 28. (Del. Code Ann., tit. 8, Section 142(a))

(C) Duties of President. The President shall preside at all meetings of the stockholders and at all meetings of the Board of Directors, unless the Chairman of the Board of Directors has been appointed and is present. Unless some other officer has been elected Chief Executive Officer of the corporation, the President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation. The President shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time. (Del. Code Ann., tit. 8,Section 142(a))

(D) Duties of Vice Presidents. The Vice Presidents may assume and perform the duties of the President in the absence or disability of the President or whenever the office of President is vacant. The Vice Presidents shall perform other duties commonly incident to their office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time. (Del. Code Ann., tit. 8,Section 142(a))

(E) Duties of Secretary. The Secretary shall attend all meetings of the stockholders and of the Board of Directors and shall record all acts and proceedings thereof in the minute book of the corporation. The Secretary shall give notice in conformity with these Bylaws of all meetings of the stockholders and of all meetings of the Board of Directors and any committee thereof requiring notice. The Secretary shall perform all other duties given him in these Bylaws and other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time. The President may direct any Assistant Secretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each Assistant Secretary shall perform other duties commonly incident to his office and shall also perform such other

duties and have such other powers as the Board of Directors or the President shall designate from time to time. (Del. Code Ann., tit. 8, Section 142(a))

(F) Duties of Chief Financial Officer. The Chief Financial Officer shall keep or cause to be kept the books of account of the corporation in a thorough and proper manner and shall render statements of the financial affairs of the corporation in such form and as often as required by the Board of Directors or the President. The Chief Financial Officer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the corporation. The Chief Financial Officer shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time. The President may direct the Treasurer or any Assistant Treasurer, or the Controller or any Assistant Controller to assume and perform the duties of the Chief Financial Officer in the absence or disability of the Chief Financial Officer, and each Treasurer and Assistant Treasurer and each Controller and Assistant Controller shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time. (Del. Code Ann., tit. 8, Section 142(a))

SECTION 29. DELEGATION OF AUTHORITY. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof.

SECTION 30. RESIGNATIONS. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary. Any such resignation shall be effective when received by the person or persons to whom such notice is given, unless a later time is specified therein, in which event the resignation shall become effective at such later time. Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective. Any resignation shall be without prejudice to the rights, if any, of the corporation under any contract with the resigning officer. (Del. Code Ann., tit. 8,Section 142(b))

SECTION 31. REMOVAL. Any officer may be removed from office at any time, either with or without cause, by the affirmative vote of a majority of the directors in office at the time, or by the unanimous written consent of the directors in office at the time, or by any committee or superior officers upon whom such power of removal may have been conferred by the Board of Directors.

ARTICLE VI

EXECUTION OF CORPORATE INSTRUMENTS AND VOTING

OF SECURITIES OWNED BY THE CORPORATION

SECTION 32. EXECUTION OF CORPORATE INSTRUMENTS. The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute on behalf of the corporation any corporate instrument or document, or to sign on behalf of the corporation the corporate name without

limitation, or to enter into contracts on behalf of the corporation, except where otherwise provided by law or these Bylaws, and such execution or signature shall be binding upon the corporation. (Del. Code Ann., tit. 8, Sections 103(a), 142(a), 158)

Unless otherwise specifically determined by the Board of Directors or otherwise required by law, promissory notes, deeds of trust, mortgages and other evidences of indebtedness of the corporation, and other corporate instruments or documents requiring the corporate seal, and certificates of shares of stock owned by the corporation, shall be executed, signed or endorsed by the Chairman of the Board of Directors, or the President or any Vice President, and by the Secretary or Treasurer or any Assistant Secretary or Assistant Treasurer. All other instruments and documents requiring the corporate signature, but not requiring the corporate seal, may be executed as aforesaid or in such other manner as may be directed by the Board of Directors. (Del. Code Ann., tit. 8, Sections 103(a), 142(a), 158)

All checks and drafts drawn on banks or other depositaries on funds to the credit of the corporation or in special accounts of the corporation shall be signed by such person or persons as the Board of Directors shall authorize so to do.

Unless authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount. (Del. Code Ann., tit. 8, Sections 103(a), 142(a), 158).

SECTION 33. VOTING OF SECURITIES OWNED BY THE CORPORATION. All stock and other securities of other corporations owned or held by the corporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the Chairman of the Board of Directors, the Chief Executive Officer, the President, or any Vice President. (Del. Code Ann., tit. 8, Section 123)

ARTICLE VII

SHARES OF STOCK

SECTION 34. FORM AND EXECUTION OF CERTIFICATES. Certificates for the shares of stock of the corporation shall be in such form as is consistent with the Certificate of Incorporation and applicable law. Every holder of stock in the corporation shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman of the Board of Directors, or the President or any Vice President and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by him in the corporation. Any or all of the signatures on the certificate may be facsimiles. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer

agent, or registrar before such certificate is issued, it may be issued with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Each certificate shall state upon the face or back thereof, in full or in summary, all of the powers, designations, preferences, and rights, and the limitations or restrictions of the shares authorized to be issued or shall, except as otherwise required by law, set forth on the face or back a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this section or otherwise required by law or with respect to this section a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Except as otherwise expressly provided by law, the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical. (Del. Code Ann., tit. 8, Section 158)

SECTION 35. LOST CERTIFICATES. A new certificate or certificates shall be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. The corporation may require, as a condition precedent to the issuance of a new certificate or certificates, the owner of such lost, stolen, or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require or to give the corporation a surety bond in such form and amount as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen, or destroyed. (Del. Code Ann., tit. 8, Section 167)

SECTION 36. TRANSFERS.

(A) Transfers of record of shares of stock of the corporation shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, and upon the surrender of a properly endorsed certificate or certificates for a like number of shares. (Del. Code Ann., tit. 8, Section 201, tit. 6, Section 8—401(1))

(B) The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the General Corporation Law of Delaware. (Del. Code Ann., tit. 8, Section 160 (a))

SECTION 37. FIXING RECORD DATES.

(A) In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(B) In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary, request the Board of Directors to fix a record date. The Board of Directors shall promptly, but in all events within 10 days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board of Directors within 10 days of the date on which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(C) In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders

for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. (Del. Code Ann., tit. 8, Section 213)

SECTION 38. REGISTERED STOCKHOLDERS. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. (Del. Code Ann., tit. 8, Sections 213(a), 219)

ARTICLE VIII

OTHER SECURITIES OF THE CORPORATION

SECTION 39. EXECUTION OF OTHER SECURITIES. All bonds, debentures and other corporate securities of the corporation, other than stock certificates (covered in Section 34), may be signed by the Chairman of the Board of Directors, the President or any Vice President, or such other person as may be authorized by the Board of Directors, and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary, or the Chief Financial Officer or Treasurer or an Assistant Treasurer; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature, or where permissible facsimile signature, of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the signatures of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons. Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an Assistant Treasurer of the corporation or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person. In case any officer who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or on any such interest coupon, shall have ceased to be such officer before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased to be such officer of the corporation.

ARTICLE IX

DIVIDENDS

SECTION 40. DECLARATION OF DIVIDENDS. Dividends upon the capital stock of the corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors pursuant to law at any regular or special meeting. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation. (Del. Code Ann., tit. 8,Section Section 170, 173)

SECTION 41. DIVIDEND RESERVE. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the Board of Directors shall think conducive to the interests of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created. (Del. Code Ann., tit. 8,Section 171)

ARTICLE X

FISCAL YEAR

SECTION 42. FISCAL YEAR. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

ARTICLE XI

INDEMNIFICATION

SECTION 43. INDEMNIFICATION OF DIRECTORS, EXECUTIVE OFFICERS, OTHER OFFICERS, EMPLOYEES AND OTHER AGENTS.

(A) Directors and Executive Officers. The corporation shall indemnify its directors and executive officers (for the purposes of this Article XI, “executive officers shall have the meaning defined in Rule 3b-7 promulgated under the 1934 Act) to the fullest extent not prohibited by the Delaware General Corporation Law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and executive officers; and, provided, further, that the corporation shall not be required to indemnify any director or executive officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion,

pursuant to the powers vested in the corporation under the Delaware General Corporation Law or (iv) such indemnification is required to be made under subsection (d).

(b) Employees and Other Agents. The corporation shall have power to indemnify its officers, employees and other agents as set forth in the Delaware General Corporation Law.

(C) Expenses. The corporation shall advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or executive officer, of the corporation, or is or was serving at the request of the corporation as a director or executive officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or executive officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under this Bylaw or otherwise.

Notwithstanding the foregoing, unless otherwise determined pursuant to paragraph (e) of this Bylaw, no advance shall be made by the corporation to an executive officer of the corporation (except by reason of the fact that such executive officer is or was a director of the corporation in which event this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation.

(D) Enforcement. Without the necessity of entering into an express contract, all rights to indemnification and advances to directors and executive officers under this Bylaw shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the corporation and the director or executive officer. Any right to indemnification or advances granted by this Bylaw to a director or executive officer shall be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. The claimant in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. In connection with any claim for indemnification, the corporation shall be entitled to raise as a defense to any such action that the claimant has not met the standards of conduct that make it permissible under the Delaware General Corporation Law for the corporation to indemnify the claimant for the amount claimed. In connection with any claim by an executive officer of the corporation (except in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such executive officer is or was a director of the corporation) for advances, the corporation shall be entitled to raise a defense as to any such action clear and convincing evidence that such person acted in bad faith or in a manner that

such person did not believe to be in or not opposed to the best interests of the corporation, or with respect to any criminal action or proceeding that such person acted without reasonable cause to believe that his conduct was lawful. Neither the failure of the corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct.

(E) Non-Exclusivity of Rights. The rights conferred on any person by this Bylaw shall not be exclusive of any other right which such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding office. The corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by the Delaware General Corporation Law.

(F) Survival of Rights. The rights conferred on any person by this Bylaw shall continue as to a person who has ceased to be a director, officer, employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(G) Insurance. To the fullest extent permitted by the Delaware General Corporation Law, the corporation, upon approval by the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Bylaw.

(H) Amendments. Any repeal or modification of this Bylaw shall only be prospective and shall not affect the rights under this Bylaw in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any agent of the corporation.

(I) Saving Clause. If this Bylaw or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each director and executive officer to the full extent not prohibited by any applicable portion of this Bylaw that shall not have been invalidated, or by any other applicable law.

(J) Certain Definitions. For the purposes of this Bylaw, the following definitions shall apply:

(I) The term “proceeding” shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative.

(II) The term “expenses” shall be broadly construed and shall include, without limitation, court costs, attorneys’ fees, witness fees, fines, amounts paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in connection with any proceeding.

(III) The term the “corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Bylaw with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

(IV) References to a “director,” “executive officer,” “officer,” “employee,” or “agent” of the corporation shall include, without limitation, situations where such person is serving at the request of the corporation as, respectively, a director, executive officer, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise.

(V) References to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Bylaw.

ARTICLE XII

NOTICES

SECTION 44. NOTICES.

(A) Notice to Stockholders. Whenever, under any provisions of these Bylaws, notice is required to be given to any stockholder, it shall be given in writing, timely and duly deposited in the United States mail, postage prepaid, and addressed to his last known post office address as shown by the stock record of the corporation or its transfer agent. (Del. Code Ann., tit. 8, Section 222)

(B) Notice to Directors. Any notice required to be given to any director may be given by the method stated in subsection (a), or by facsimile, telex or telegram, except that such notice other than one which is delivered personally shall be sent to such address as

such director shall have filed in writing with the Secretary, or, in the absence of such filing, to the last known post office address of such director.

(C) Affidavit of Mailing. An affidavit of mailing, executed by a duly authorized and competent employee of the corporation or its transfer agent appointed with respect to the class of stock affected, specifying the name and address or the names and addresses of the stockholder or stockholders, or director or directors, to whom any such notice or notices was or were given, and the time and method of giving the same, shall in the absence of fraud, be prima facie evidence of the facts therein contained. (Del. Code Ann., tit. 8, Section 222)

(D) Time Notices Deemed Given. All notices given by mail, as above provided, shall be deemed to have been given as at the time of mailing, and all notices given by facsimile, telex or telegram shall be deemed to have been given as of the sending time recorded at time of transmission.

(E) Methods of Notice. It shall not be necessary that the same method of giving notice be employed in respect of all directors, but one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect of any other or others.

(F) Failure to Receive Notice. The period or limitation of time within which any stockholder may exercise any option or right, or enjoy any privilege or benefit, or be required to act, or within which any director may exercise any power or right, or enjoy any privilege, pursuant to any notice sent him in the manner above provided, shall not be affected or extended in any manner by the failure of such stockholder or such director to receive such notice.

(G) Notice to Person with Whom Communication Is Unlawful. Whenever notice is required to be given, under any provision of law or of the Certificate of Incorporation or Bylaws of the corporation, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of the Delaware General Corporation Law, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

(H) Notice to Person with Undeliverable Address. Whenever notice is required to be given, under any provision of law or the Certificate of Incorporation or Bylaws of the corporation, to any stockholder to whom (i) notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to such person during the period between such two consecutive annual meetings, or (ii) all, and at least two, payments (if sent by first class mail) of dividends or interest on securities during a twelve-month period, have been mailed addressed to such person at his address as shown

on the records of the corporation and have been returned undeliverable, the giving of such notice to such person shall not be required. Any action or meeting which shall be taken or held without notice to such person shall have the same force and effect as if such notice had been duly given. If any such person shall deliver to the corporation a written notice setting forth his then current address, the requirement that notice be given to such person shall be reinstated. In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of the Delaware General Corporation Law, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to this paragraph. (Del. Code Ann, tit. 8, Section 230)

ARTICLE XIII

AMENDMENTS

SECTION 45. AMENDMENTS.

Subject to paragraph (h) of Section 43 of the Bylaws, the Bylaws may be altered or amended or new Bylaws adopted by the affirmative vote of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of all of the then-outstanding shares of the Voting Stock. The Board of Directors shall also have the power to adopt, amend, or repeal Bylaws.

ARTICLE XIV

LOANS TO OFFICERS

SECTION 46. LOANS TO OFFICERS. The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiaries, including any officer or employee who is a Director of the corporation or its subsidiaries, whenever, in the judgment of the Board of Directors, such loan, guarantee or assistance may reasonably be expected to benefit the corporation. The loan, guarantee or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in these Bylaws shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute. (Del. Code Ann., tit. 8, Section 143)

ARTICLE XV

MISCELLANEOUS

SECTION 47. ANNUAL REPORT.

(A) Subject to the provisions of paragraph (b) of this Bylaw, the Board of Directors shall cause an annual report to be sent to each stockholder of the corporation not later than one hundred twenty (120) days after the close of the corporation’s fiscal year. Such report

shall include a balance sheet as of the end of such fiscal year and an income statement and statement of changes in financial position for such fiscal year, accompanied by any report thereon of independent accounts or, if there is no such report, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and records of the corporation. When there are more than 100 stockholders of record of the corporation’s shares, as determined by Section 605 of the California Corporations Code, additional information as required by Section 1501(b) of the California Corporations Code shall also be contained in such report, provided that if the corporation has a class of securities registered under Section 12 of the 1934 Act, that Act shall take precedence. Such report shall be sent to stockholders at least fifteen (15) days prior to the next annual meeting of stockholders after the end of the fiscal year to which it relates.

(B) If and so long as there are fewer than 100 holders of record of the corporation’s shares, the requirement of sending of an annual report to the stockholders of the corporation is hereby expressly waived.

EX-3.29

Exhibit 3.29

ARTICLES OF INCORPORATION   OF   JOY MK PROJECTS COMPANY

FIRST: The name of the corporation (hereinafter the “Corporation”) is

Joy MK Projects Company

SECOND: The principal office in the State of Nevada is located at One East First Street, in the City of Reno, County of Washoe. The name and address of its resident agent is The Corporation Trust Company of Nevada, One East First Street, Reno, Nevada, 89501.

THIRD: The corporation may engage in any lawful act, activity and/or business for which corporations may be organized under the General Corporation Laws of the State of Nevada.

FOURTH: This corporation is authorized to issue only one class of shares of Common Stock; the total number of such shares is two thousand (2,000); and all such shares of Common Stock are to be one cent ($.01) par value each.

(A) Provisions Relating to the Common Stock.

1. Except as otherwise required by law, all rights to vote and all voting power shall be vested exclusively in the holders of the Common Stock.

2. The holders of the Common Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of funds legally available therefor, dividends payable in cash, stock or otherwise.

3. Upon any liquidation, dissolution or winding-up of the corporation, whether voluntary or involuntary, the remaining net assets of the corporation shall be distributed pro rata to the holders of the Common Stock in accordance with their respective rights and interests.

(B) Denial of Preemptive Rights. Except as expressly provided in these Articles of Incorporation, no stockholder of this corporation shall have, by reason of its holding shares of Common Stock of this corporation, any preemptive or preferential rights to purchase or subscribe for any other shares of any class or series of this corporation now or hereafter to be authorized, in any other equity securities, or any notes, debentures,

warrants, bonds, or other securities convertible into or carrying options or warrants to purchase shares of any class, now or hereafter to be authorized, whether or not the issuance of any such shares, or such notes, debentures, bonds or other securities, would adversely affect the dividend or voting rights of such stockholder.

(C) Denial of Cumulative Voting. Cumulative voting by any stockholder is hereby expressly denied.

FIFTH: The members of the governing board shall be known as “directors”, and the number of directors thereof shall be not less than three (3) nor more than fifteen (15), the exact number to be fixed by the By-Laws of the corporation, provided that the number so fixed by the By-Laws may be increased or decreased within the limits above specified from time to time by the By-Laws.

The names and post office addresses of the first Board of Directors are as follows:

NAME	ADDRESS
Edmund J. Freeman	One Oxford Center, 301 Grant Street, Pittsburgh, PA 15219
Roy L. Cline	One Morrison Knudsen Plaza, P. O. Box 7808, Boise, ID 83729
Robert M. Morford	One Oxford Center, 301 Grant Street, Pittsburgh, PA 15219
William A. Hughes	One Morrison Knudsen Plaza, P. O. Box 7808, Boise, ID 83729

At all meetings of the Board of Directors, two (2) of the authorized number of directors shall be necessary and sufficient to constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors.

SIXTH: The capital stock, after the amount of the subscription price, or par value, has been paid in, shall be subject to no further assessment to pay debts of the corporation.

SEVENTH: The name and post office address of the incorporator signing the Articles of Incorporation are as follows and shall be one (1) in number:

Richard G. Smith P. O. Box 73, Boise, Idaho 83707

Any meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors.

EIGHTH: The corporation is to have perpetual existence.

ARTICLES OF INCORPORATION - 2

NINTH: In furtherance, and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized:

(A) Subject to the By-Laws, if any, adopted by the stockholders, to make, alter, amend or repeal the By-Laws of the corporation.

(B) To fix the amount to be reserved as working capital over and above its capital stock paid in; to authorize and cause to be executed mortgages and liens upon the real and personal property of this corporation.

(C) To determine, from time to time, whether and to what extent, and at what time and places, and under what conditions and regulations, the accounts and books of the corporation (other than the stock ledger), or any of them, shall be open to inspection of stockholders, and no stockholder shall have any right of inspecting any account, book, or document of this corporation except as conferred by statute, unless authorized by a resolution of the stockholders or directors.

(D) If the By-Laws so provide, to designate two (2) or more of its own number to constitute an executive committee, which committee shall for the time being, as provided in said resolution or in the By-Laws of the corporation, have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation, and may have power to authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in the By-Laws of the corporation or as may be determined from time to time by resolution adopted by the Board of Directors.

This corporation in its By-Laws, may confer powers upon its directors in addition to the foregoing, and in addition to the powers and authorities expressly conferred upon them by statute.

TENTH: Both stockholders and directors shall have power, if the By-Laws so provide, to hold their meetings and to have one or more offices within or without the State of Nevada, and to keep the books of this corporation (subject to the provisions of the statutes) outside the State of Nevada at such places as may be from time to time designated by the Board of Directors or in the By-Laws of the corporation.

ELEVENTH: The corporation shall indemnify each and every director and officer of the corporation against any and all expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any action, suit or proceeding in which he was or is a party or is threatened to be made a party by reason of being or having been a director or officer of the corporation to the fullest extent permitted by law. The rights of indemnification provided in this Article shall be in addition to any rights to which a person may otherwise be entitled by the corporation’s By-Laws, statute, agreement, vote of stockholders or otherwise.

ARTICLES OF INCORPORATION - 3

TWELFTH: This corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation, in the manner now or hereafter prescribed by statute, or by the Articles of Incorporation, and all rights conferred upon stockholders are granted subject to this reservation.

I, THE UNDERSIGNED, being the original incorporator hereinbefore named, for the purposes of forming a corporation pursuant to the General Corporation Law of the State of Nevada, and the acts amendatory thereof and supplemental thereto, do make and file these Articles of Incorporation, hereby declaring and certifying that the facts herein stated are true.

IN WITNESS WHEREOF, we have hereunto accordingly set our hands and seals to these Articles of Incorporation this 12th day of November, 1990.

INCORPORATOR

/s/ Richard G. Smith

Richard G. Smith

STATE OF IDAHO	)
	) ss.
COUNTY OF ADA	)

On this 12th day of November, 1990, before me, a Notary Public, personally appeared Richard G. Smith, who acknowledged that he executed the above instrument.

Notary Public

CERTIFICATE OF ACCEPTANCE OF APPOINTMENT BY RESIDENT AGENT

THE CORPORATION TRUST COMPANY OF NEVADA hereby accepts the appointment as Resident Agent of the above named corporation.

Dated: November 13, 1990.

THE CORPORATION TRUST COMPANY OF NEVADA
By:	/s/ V. Miller
	V. Miller, Assistant Secretary

ARTICLES OF INCORPORATION - 4

CERTIFICATE

State of Nevada

Secretary of State

I, FRANKIE SUE DEL PAPA, Secretary of State of the State of Nevada, do hereby certify that JOY MK PROJECTS COMPANY did on the THIRTEENTH day of NOVEMBER, 1990, file in this office the original Articles of Incorporation; that said Articles are now on file and of record in the office of the Secretary of State of the State of Nevada, and further, that said Articles contain all the provisions required by the law of said State of Nevada.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office in Carson City, Nevada, this THIRTEENTH day of NOVEMBER, A. D. 1990.

Frankie Sue Del Papa

Secretary of State

By [ILLEGIBLE]

Deputy

Form DC-2 (Rev. 10-88) O-60

CERTIFICATE OF AMENDMENT OF   ARTICLES OF INCORPORATION OF   JOY MK PROJECTS COMPANY

Joy MK Projects Company, a corporation of the State of Nevada (the “Company”), by its President and Secretary, does hereby certify:

1. That the Board of Directors of the Company adopted a resolution declaring the change and amendment to the Articles of Incorporation, hereinafter set forth, was advisable, and called a meeting of the stockholders to take action thereon.

2. That a special meeting of the stockholders of the Company was held on January 18, 1996, at which meeting the holder of all the issued and outstanding shares of stock was present in person or represented by proxy; that the number of shares of the Company outstanding and entitled to vote on the adoption of said amendment was 500; that 0 shares voted against said amendment and that 500 shares, constituting all of the shares outstanding and entitled to vote thereon, voted in favor of such change and amendment, as follows:

“RESOLVED, that ARTICLE FIRST of the Articles of Incorporation of the Company be, and it hereby is, amended to read as follows:

“FIRST: The name of the corporation (hereinafter the “Corporation”) is

MK Projects Company.”

IN WITNESS WHEREOF, the Company caused this certificate to be signed by its President and Secretary and its corporate seal affixed hereto this 31^st day of January, 1996.

JOY MK PROJECTS COMPANY
By:	/s/ Louis E. Pardi
	Louis E. Pardi
	President
By:	/s/ Stephen G. Hanks
	Stephen G. Hanks
	Secretary

ACKNOWLEDGMENT

State of Ohio	)
	) ss.
County of Cuyahoga	)

On this 31st day of January, 1996, before me, Francis Buford, a Notary Public in and for said State, personally appeared Louis E. Pardi, known to me to be the President of the corporation that executed the foregoing instrument, and acknowledged to me that such corporation executed the same.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written.

Notary Public

ACKNOWLEDGMENT

State of Idaho	)
	) ss.
County of Ada	)

On this 31st day of January, 1996, before me, Tawny Aldrich, a Notary Public in and for said State, personally appeared Stephen G. Hanks, known to me to be the Secretary of the corporation that executed the foregoing instrument, and acknowledged to me that such corporation executed the same.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written.

Notary Public

CERTIFICATE OF AMENDMENT OF   ARTICLES OF INCORPORATION OF   MK PROJECTS COMPANY

MK Projects Company, a corporation of the State of Nevada (the “Company”), by its President and Secretary, does hereby certify:

1. That the Board of Directors of the Company adopted a resolution declaring the change and amendment to the Articles of Incorporation, hereinafter set forth, was advisable, and called a meeting of the stockholders to take action thereon.

2. That on October 25, 1996, the sole stockholder of the Company, representing all 500 shares of the issued and outstanding shares of stock of the Company, adopted a resolution in favor of such change and amendment, as follows:

“RESOLVED, that ARTICLE FIRST of the Articles of Incorporation of the Company be, and it hereby is, amended to read as follows:

“FIRST: The name of the corporation is

Morrison Knudsen International, Inc.”

IN WITNESS WHEREOF, the Company caused this certificate to be signed by its President and Secretary and its corporate seal affixed hereto this 14 day of November, 1996.

MK PROJECTS COMPANY
By:	/s/ Douglas L. Brigham
	Douglas L. Brigham Vice President and Treasurer
By:	/s/ Stephen G. Hanks
	Stephen G. Hanks
	Vice President and Secretary

ACKNOWLEDGMENT

State of Idaho	)
	) ss.
County of Ada	)

On this 14 day of November, 1996, before me, Tawny Aldrich, a Notary Public in and for said State, personally appeared Douglas L. Brigham and Stephen G. Hanks, known to me to be the Vice President and Treasurer and the Vice President and Secretary, respectively, of the corporation that executed the foregoing instrument, and acknowledged to me that such corporation executed the same.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written.

Notary Public

CERTIFICATE OF CHANGE OF RESIDENT AGENT AND/OR LOCATION OF REGISTERED OFFICE (corporations only)

Morrison Knudsen International, Inc.

Name of Corporation

The change(s) below is (are) effective upon the filing of this document with the Secretary of State.

Reason for Change: (check one)    x  Change of Resident Agent    ¨  Change of Location of Registered Office

The former resident agent and/or location of the registered office was:

Resident Agent:	The Corporation Trust Company of Nevada
Street No.:	One East First Street
City:	Reno, NV 89501

The resident agent and/or location of the registered office is changed to:

Resident Agent:	CSC Services of Nevada, Inc.
Street No.:	502 East John Street
City:	Carson City, NV 89706

NOTE: For a corporation to file this certificate, the signature of one officer is required. The certificate does not need to be notarized.

/s/ Richard Dennis Parry

Signature/Title

Richard Dennis Parry, Vice President

Certificate of Acceptance of Appointment by Resident Agent: I, CSC Services of Nevada, Inc. hereby accept the appointment as Resident Agent for the above-named business entity.

/s/ Karen Harris	5/1/00
(Signature of Resident Agent)	(Date)
Karen Harris, Assistant Vice President

NOTE: The fee is $15.00 for filing either a certificate of change of location of the registered office or the new designation of resident agent.

(Rev.12-95)

	DEAN HELLER Secretary of State 101 North Carson Street Suite 3 Carson City, Nevada 89701-4786 (775) 684 5708	Certificate of Amendment (PURSUANT TO NRS 78.385 and 78.390)	Office Use Only:
	Important: Read attached instructions before completing form.

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

- Remit in Duplicate -

1. Name of corporation: Morrison Knudsen International, Inc.

2. The articles have been amended as follows (provide article numbers, if available):

Article First of the Articles of Incorporation of the Company have been amended

to read as follows: “The name of the corporation is Washington International, Inc.”

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: unanimous.*

4. Signatures (Required):

Vice President	and	Secretary

* If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and remit the proper fees may cause this filing to be rejected.

Nevada Secretary of State Form 78.385 PROFIT AMENDMENT 1399.01

Revised on: 03/07/00

	ROSS MILLER Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684 5708
	Website: www.nvsos.gov	Filed in the office of	Document Number
			20080825848-05
Statement of Change of			Filing Date and Time
Registered Agent		Ross Miller	12/22/2008 10:20 AM
by Represented Entity		Secretary of State	Entity Number
(PURSUANT TO NRS 77.340)		State of Nevada	C10323-1990

USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

1. Name of Entity as currently on file:

Washington International, Inc.

2. Entity File Number:  C10323-1990

3. Type of information being changed by this statement: (check only one)

x Change of Commercial Registered Agent

¨ Change of Name and Address of Noncommercial Registered Agent

¨ Change of Name, Title of Office or Other Position with Entity to whom service is to be sent and Address of the Business Office of that Person.

4. Information in effect upon the filing of this statement:

a) Commercial Registered Agent:    (change requires a signed registered agent acceptance)

The Corporation Trust Company of Nevada

Name

b) Noncommercial Registered Agent:    (change requires a signed registered agent acceptance)

Name

		Nevada
Street Address	City		Zip Code

		Nevada
Mailing Address (If different from street address)	City		Zip Code

c) Title of Office or Other Position with Entity:

Name of Title or Position

		Nevada
Street Address	City		Zip Code
		Nevada
Mailing Address (If different from street address)	City		Zip Code

		X
	Signature of Represented Entity:		12/09/2008
		Authorized Signature Jennifer Shanders-Vice President	Date
6.	I hereby accept appointment as Registered Agent for the above named Entity.

X	Megan G. Ware Assistant Secretary
		12/09/2008
Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity		Date
Megan Ware Assistant Secretary
FEE: $60.00

	Nevada Secretary of State Form RA Change by Entity
This form must be accompanied by appropriate fees.	Effective 7-1-08

NV017 - 07/02/2008 C T System Online

	ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684-5708 Website: www.nvsos.gov
		Filed in the office of	Document Number
			20110019471-36
			Filing Date and Time
Certificate of Amendment		Ross Miller	01/07/2011 8:16 AM
(PURSUANT TO NRS 78.385 AND 78.390)		Secretary of State	Entity Number
		State of Nevada	C10323-1990

USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1. Name of corporation:
Washington International, Inc.
2. The articles have been amended as follows: (provide article numbers, if available)
Article First of the Articles of Incorporation of the Company has been amended to read as follows: “The name of the corporation is URS International Projects, Inc.”
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise a least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be
required by the provisions of the articles of incorporation* have voted in favor of the amendment is:	unanimous

4. Effective date of filing: (optional)
	(must not be later than 90 days after the certificate is filed)

5. Signature: (required)

X
Signature of Officer	Jeanne C. Baughman, Secretary

* If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees.	Nevada Secretary of State Amend Profit-After
	Revised: 3-6-09
NV009 - 11/02/2010 C T System Online

EX-3.30

Exhibit 3.30

BYLAWS

OF

URS INTERNATIONAL PROJECTS, INC.

(Amended & Restated as of August 23, 2000)

OFFICES

1. The principal office shall be in the City of Carson City, County of Carson City, State of Nevada.

The corporation may also have offices in the City of Boise, State of Idaho, and also offices at such other places as the Board of Directors may from time to time appoint or the business of the corporation may require.

SEAL

2. The corporate seal shall have inscribed thereon the name of the corporation and the words, “Corporate Seal, Nevada.”

STOCKHOLDERS’ MEETINGS

3. All annual meetings of the stockholders shall be held at the office of the corporation in Boise, Idaho. Special meetings of the stockholders may be held at such place as shall be stated in the notice of the meeting.

4. An annual meeting of stockholders shall be held on the third Tuesday of April in each year, if not a legal holiday, and if a legal holiday, then on the next secular day following at 9:00 a.m., when they shall elect by plurality vote, a Board of Directors, and transact such other business as may properly be brought before the meeting.

5. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by law, by the Articles of Incorporation, or by these Bylaws. If, however, such majority shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum be present. At such adjourned meeting at which a

quorum shall be represented, any business may be transacted which might have been transacted at the meeting as originally notified.

6. At each meeting of the stockholders, every stockholder having the right to vote shall be entitled to vote in person, or by proxy appointed by an instrument in writing subscribed by such stockholder and having a date not more than three years prior to said meeting, unless said instrument provides for a longer period. Proxies shall be filed with the secretary immediately after the meeting is called to order. Each stockholder shall have one vote for each share of stock having voting power, registered in his name on the books of the corporation on the date of closing the books of the corporation against transfers of stock or on the record date fixed for the determination of stockholders entitled to vote at such meeting, or, if the books be not closed or a record date fixed, then on the date of such meeting. Upon the demand of any stockholder, the vote upon any questions before the meeting shall be by ballot. All questions shall be decided by a plurality vote.

At all elections of directors, each shareholder at the time entitled to vote, shall be entitled to as many votes as shall equal the number of his voting shares of stock, multiplied by the number of directors to be elected and he may cast all such votes for a single director or may distribute them among the number to be voted for, or any two or more of them, as he may see fit.

7. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the president or any vice president, and shall be called by the president or secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

8. Business transacted at all special meetings shall be confined to the objects stated in the call.

9. Written notice of the annual meeting and of all special meetings of the stockholders, signed by the president or a vice president, or the secretary or an assistant secretary, stating the purpose or purposes for which the meeting is called and the time when and the place where it is to be held shall be mailed to each stockholder entitled to vote thereat at his address as appears on the records of the corporation not less than ten nor more than sixty days prior to the meeting.

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10. Whenever all stockholders entitled to vote at any meeting, consent, either by a writing on the records of the meeting and filed with the secretary, or by presence at such meeting and oral consent entered on the minutes, or by taking part in the deliberations at such meeting without objections, the doings of such meeting shall be as valid as if had at a meeting regularly called and noticed, and at such meeting any business may be transacted which is not excepted from the written consent or to the consideration of which no objections for want of notice is made at the time, and if any meeting be irregular for want of notice or of such consent, provided a quorum was present at such meeting, the proceedings of said meeting may be ratified and approved and rendered likewise valid and the irregularity of defect therein waived by a writing signed by all parties having the right to vote at such meeting. Such consent or approval of stockholders may be by proxy or attorney, but all such proxies and powers of attorney must be in writing.

DIRECTORS

11. The property and business of the corporation shall be managed by its Board of Directors. The number of directors may from time to time be increased to not more than fifteen (15) or decreased to not less than three (3), by a resolution of a majority of the Board of Directors, or by the affirmative vote of a majority of the stock issued and outstanding and entitled to vote at any regular meeting of the stockholders or at any special meeting of the stockholders, upon due notice. They shall be elected at the annual meeting of the stockholders, and each director shall be elected to serve until his successor shall be elected and shall qualify.

12. The directors may hold their meetings and have one or more offices, and keep the books of the corporation outside of Nevada, in the City of Boise, State of Idaho, or at such other places as they may from time to time determine. The stock ledger or duplicate stock ledger of the corporation shall be kept outside of Nevada, at 720 Park Boulevard, P. O. Box 73, Boise, Idaho 83729.

13. If the office of any director or directors becomes vacant by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, a majority of the remaining directors, though less than a quorum, shall choose a successor or successors who shall hold office until the next annual election and until a successor or successors have been duly elected.

14. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board may exercise all such powers of the corporation and do all such lawful acts and

3

things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

EXECUTIVE COMMITTEE AND OTHER COMMITTEES

15. The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board, designate two or more committees, each committee to consist of two or more of the directors of the corporation which, to the extent provided in said resolution or resolutions, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation, and may have power to authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

16. The committees shall keep regular minutes of their proceedings and report the same to the Board of Directors when required.

COMPENSATION OF DIRECTORS

17. Directors, as such, shall not receive any stated salary for their services, but by resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided, that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

18. Members of special or standing committees may be allowed like compensation for attending committee meetings.

MEETINGS OF THE BOARD

19. Regular meetings of the Board of Directors, until further notice, may be held without notice at 10:00 a.m. at Boise, Idaho or at such other places as the Board may from time to time determine.

20. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Board of Directors or by the president or any vice president.

21. At all meetings of the Board, two (2) of the authorized number of directors shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the

4

Board of Directors except as may be otherwise specifically provided by statute or by the Articles of Incorporation or by these Bylaws. A resolution in writing, signed by all the members of the Board of Directors, or executive committee, as the case may be, to the effect therein expressed, with the same force and effect as if the same had been duly passed by the same vote at a duly convened meeting and the secretary shall record such resolution in the minute books under its proper date.

OFFICERS

22. The officers of the corporation shall be chosen by the directors and shall be a president, one or more vice presidents, a secretary and a treasurer.

23. The Board of Directors, at its first meeting after each annual meeting of stockholders, shall choose a president, a vice president, a secretary and a treasurer, who need not be members of the Board.

24. The Board may appoint additional vice presidents, and assistant secretaries and assistant treasurers and such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

25. The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors.

26. The officers of the corporation shall hold office for one year or until their successors are chosen and qualify in their stead. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the whole Board of Directors. If the office of any officers becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.

THE PRESIDENT

27. The president shall be the chief executive officer of the corporation and shall have general supervision of the operations of the corporation. The president shall have authority to execute all contracts, bonds, mortgages and other instruments of the corporation and, where such instruments require a seal, shall execute under the seal of the corporation.

THE VICE PRESIDENT

28. In the absence or disability of the president, the vice president or the vice presidents in order of their rank fixed by the Board of Directors, in the event there shall be more than one vice

5

president, or, if not ranked, the vice president designated by the Board of Directors, shall perform all the duties of the president, and when so acting, shall have all the power of and be subject to the restrictions upon the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the Bylaws.

THE SECRETARY

29. The secretary shall attend all sessions of the Board and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or president, under whose supervision he shall be. He shall keep in safe custody the seal of the corporation, and when authorized by the Board of Directors, affix the same to any instrument requiring a seal, and when so affixed, it shall be attested by his signature or by the signature of the treasurer or an assistant secretary.

THE TREASURER

30. (a) The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the corporation, in such depositories as may be designated by the Board of Directors.

(b) He shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers of such disbursements, and shall render to the president and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as treasurer and of the financial condition of the corporation.

(c) If required by the Board of Directors, he shall give the corporation a bond in such sum, and with such surety or sureties satisfactory to the Board, for the faithful performance of the duties of his office, and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

CERTIFICATES OF STOCK

31. Certificates of stock of the corporation shall be in such form not inconsistent with the Articles of Incorporation as shall be approved by the Board of Directors, shall be issued under the

6

seal of the corporation and shall be numbered and shall be entered in the books of the corporation as they are issued. They shall exhibit the holder’s name and the number of shares owned by him and shall be signed by the president or vice president and the secretary or an assistant secretary or the treasurer or an assistant treasurer. If the corporation has a transfer agent or transfer clerk and a registrar, acting on its behalf, the signature of any such officer may be facsimile. Such certificates shall set forth the designations, preferences, and rights such as cumulative, participating, or the like and the qualifications, limitations or restrictions of such rights. The stock certificate for preferred stock shall express on its face the time and place when and where preferred stock will be redeemed and dividends thereon paid, and the fact that the holders of preferred stock will not be entitled to vote at stockholders’ meetings.

32. Transfers of stock shall be made on the books of the corporation only upon surrender of the certificate therefor endorsed by the person named in the certificate or by attorney lawfully constituted in writing.

CLOSING OF TRANSFER BOOKS

33. The directors may prescribe a period not exceeding forty days prior to any meeting of the stockholders or prior to the day appointed for the payment of dividends during which no transfer of stock on the books of the corporation may be made, or may fix a day not more than forty days prior to the holding of any such meeting or the date for the payment of any such dividend as the day as of which stockholders entitled to notice of and to vote at such meeting and entitled to receive payment of such dividend shall be determined; and only stockholders of record on such day shall be entitled to notice or to vote at such meeting or to receive payment of such dividend.

REGISTERED STOCKHOLDERS

34. The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of Nevada.

LOST CERTIFICATE

35. The Board of Directors may direct a new certificate or certificates of stock to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been destroyed or lost, upon the mailing of an affidavit of that fact by the person claiming the

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certificate of stock to be lost or destroyed, and the Board of Directors, when authorizing such issue of a new certificate or certificates, may, in their discretion, and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum as it may direct, as indemnity against any claim that may be made against the corporation.

INSPECTION OF BOOKS

36. The directors shall determine from time to time whether, or if allowed, when and under what conditions and regulations the accounts and books of the corporation (except such as may by statute be specifically open to inspection) or any of them shall be open to the inspection of the stockholders, and the stockholders’ rights in this respect are and shall be restricted and limited accordingly.

CHECKS

37. All checks or demands for money and notes of the corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

FISCAL YEAR

38. The fiscal year shall begin the first day of January in each year.

DIVIDENDS

39. Dividends upon the capital stock of the corporation may be declared by the Board of Directors at any regular or special meeting, from the net earnings of the corporation or from the surplus of its assets over its liabilities.

Before payment of any dividend or making any distribution of profits, there may be set aside out of the surplus or net profits of the corporation such sum or sums as the directors from time to time, in their absolute discretion think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interests of the corporation, and the directors may abolish any such reserve in the manner in which it was created.

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NOTICES

40. Whenever under the provisions of these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, by depositing the same in the post office or letter box, in a postpaid sealed wrapper, addressed to such stockholder or director at such address as appears on the books of the corporation, or, in default of other address, to such director or stockholder at the general Post Office in the City of Carson City, Nevada, and such notice shall be deemed to be given at the time when the same shall be thus mailed. Meetings of the stockholders may be held at any time without notice when all of the members are present.

41. Any stockholder or director may waive any notice required to be given under the Bylaws by a writing signed by him either before or after the meeting. Directors present at any meeting of the Board shall be deemed to have waived notice of the time, place and objects of such meeting.

AMENDMENTS

42. These Bylaws may be altered or amended by the affirmative vote of a majority of the stock issued and outstanding and entitled to vote thereat at any regular meeting of the stockholders or at any special meeting of the stockholders if notice of the proposed alteration or amendment be contained in the notice of such special meeting, or by the affirmative vote of a majority of the Board of Directors at any regular meeting of the Board or at any special meeting of the Board if notice of the proposed alteration or amendment be contained in the notice of such special meeting.

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EX-3.31

Exhibit 3.31

Alaska Entity #: 114984

State of Alaska

Department of Commerce, Community, and

Economic Development

Corporations, Business and Professional Licensing

CERTIFICATE

OF

ORGANIZATION

Limited Liability Company

THE UNDERSIGNED, as Commissioner of Commerce, Community, and Economic Development of the State of Alaska, hereby certifies that Articles of Organization duly signed and verified pursuant to the provisions of Alaska Statutes has been received in this office and have been found to conform to law.

ACCORDINGLY, the undersigned, as Commissioner of Commerce, Community and Economic Development, and by virtue of the authority vested in me by law, hereby issues this certificate to

URS Alaska, LLC

and attaches hereto the original copy of the Articles of Organization for such certificate.

THE SEAL OF THE STATE OF ALASKA

IN TESTIMONY WHEREOF, I execute this certificate and affix the Great Seal of the State of Alaska on March 21, 2008.

Emil Notti

Commissioner

AK Entity #: 114984

Date Filed: 03/21/2008 12:00 AM

State of Alaska

Department of Commerce

  State of Alaska Department of Commerce, Community, and Economic Development Corporations, Business, and Professional Licensing Corporations Section PO Box 110808 Juneau AK 99811-0808

ARTICLES OF ORGANIZATION

(Domestic Limited Liability Company)

The undersigned person(s) of the age of 18 years or more, acting as organizers of a limited liability company under the Alaska Limited Liability Act (AS 10.50) hereby adopt the following Articles of Organization:

Article 1. Name of the Limited Liability Company. The name of a limited liability company must contain the words “limited liability company” or the abbreviation “L.L.C.,” or “LLC”:

URS ALASKA, LLC

Article 2. The purpose for which the company is organized. A limited liability company may list any lawful as its purpose:

engineering consulting and related services; any lawful act or activity for which an LLC may be formed in the State of Alaska

Article 3. Registered Agent Name and Address:

Name:	C T Corporation System
Mailing Address:	9360 Glacier Highway, Suite 202
Physical Address if Mailing Address is a Post Office Box:
	City: Juneau	AK	ZIP Code:  99801

Article 4. Duration:

Check this box if the duration is perpetual:  x

If the duration is not perpetual, list the latest date upon which the Limited Liability Company is to dissolve:

Article 5. Management: Check this box if the company will be managed by a manager.  ¨

Article 6. Optional Provisions: (Attach a separate 8 ¹/₂” x 11” sheet if necessary.)

08-430 (Rev. 12/05) alh   AK029 - 7/11/06 C T System Online

One or more organizer shall sign the Articles of Organization for a limited liability company.
Name of Organizer (Print or Type)	Signature of Organizer
Kristin L. Jones	/s/ Kristin L. Jones
Name of Organizer (Print or Type)	Signature of Organizer
Date	Contact Name and Phone Number (To resolve questions with this filing)
March 17, 2008

If you have specific legal questions or concerns about this filing, you are strongly advised to consult an attorney or other professional to assist you. Mail completed Disclosure of Company Activities form and the $250.00 application fee (in U.S. dollars) to:

State of Alaska

Corporations Section

PO Box 110808

Juneau, AK 99811

For additional information or forms please visit our web site at: www.corporations.alaska.gov

08-430 (Rev. 12/05) alh

AK029 - 7/11/06 C T System Online

DISCLOSURE OF COMPANY ACTIVITIES USING THE

NORTH AMERICAN INDUSTRY CLASSIFICATION SYSTEM

(NAICS)

A separate disclosure of company activities must be attached to the Articles of Organization which most closely describes the activities in which the company will initially engage. The code must not conflict with the purpose stated in Article 2.

The 6 digit NAICS industry grouping code which most clearly describe the initial activities of the corporation is:

541330

08-430 (Rev. 12/05) alh

AK029 - 7/11/06 C T System Online

EX-3.32

Exhibit 3.32

OPERATING AGREEMENT

OF

URS ALASKA, LLC

(an Alaska limited liability company)

THIS OPERATING AGREEMENT (“this Agreement”) is made as of March 21, 2008 by URS CORPORATION, a Nevada corporation, as the sole member (the “Member”). The Member desires to form a limited liability company pursuant to the Alaska Revised Limited Liability Company Act (the “Act”), upon the following terms and conditions:

1. DEFINITIONS. The following capitalized terms shall have the following meanings specified in this Section 1 unless otherwise expressly provided elsewhere in this Agreement. Capitalized terms not defined in this Agreement shall have the meanings specified in the Act.

1.1 Act. The Act shall mean the Alaska Revised Limited Liability Company Act under the laws of the State of Alaska, as amended from time to time.

1.2 Agreement. Agreement shall mean this Operating Agreement, as amended from time to time, including all Exhibits hereto.

1.3 Articles of Organization. Articles of Organization shall mean the Company’s Articles of Organization, as amended from time to time.

1.4 Capital Account. Capital Account shall mean a separate accounting maintained with respect to the Member pursuant to Section 3.3 below.

1.5 Capital Contribution. Capital Contribution shall mean the amount of money and the fair market value of any property the Member has contributed or agrees to contribute to the capital of the Company.

1.6 Code. The Code shall mean the Internal Revenue Code of 1986, as amended from time to time (and any corresponding provisions of succeeding law).

1.7 Company. The Company shall mean URS ALASKA, LLC, an Alaska limited liability company.

1.8 Fiscal Year. Fiscal Year shall mean the Company’s fiscal year. The Company’s fiscal year shall end on the 31^st day of the month of December of each year.

1.9 Member Representative. Member Representative shall mean one or more representatives designated or elected pursuant to the terms of this Agreement. As of the effective date of

1.

this Agreement, H. Thomas Hicks and E. Steven Pearson are the Member Representatives of the Company.

1.10 Member. Member shall mean, as of a given time, each person or entity that is a member of the Company at such time and shall initially mean URS Corporation, a Nevada corporation.

1.11 Membership Interest. Membership Interest shall mean the ownership interest of the Member in the Company, including any and all rights, powers, benefits, duties or obligations conferred or imposed on the Member under the Act or this Agreement.

1.12 Person. Person shall mean any individual or partnership, limited liability company, corporation, joint venture, trust, or other business association or entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of such individual or entity where the context so permits.

1.13 Transfer. Transfer shall mean a transfer, assignment, pledge or encumbrance relative to any Membership Interest in the Company.

1.14 Treasury Regulations. Treasury Regulations shall mean the Income Tax Regulations promulgated under the Code, as such Regulations may be amended from time (including corresponding provisions of succeeding Regulations).

1.15 Units. Units shall mean the capital units issued by the Company to the Member, in exchange for Capital Contributions, that represent the Member’s Membership Interest in the Company.

2.     FORMATION AND NAME; PURPOSE; OFFICE; REGISTERED AGENT; TERM; TAX TREATMENT AND ADDITIONAL MEMBERS.

2.1 Organization. The Member hereby organizes a limited liability company pursuant to the Act and the provisions of this Agreement. The Company has caused Articles of Organization to be prepared, executed and filed with the Secretary of State.

2.2 Name. The name of the Company is URS Alaska, LLC (the “Company”). The Company may do business under the Company name or such other name or names that the Member Representatives may, in their discretion, determine. If the Company does business under a name other than that set forth in its Articles of Organization, the Company shall file and publish a fictitious business name statement as required by law.

2.3 Company Purposes. The Company is organized to engage in any lawful act or activity for which a limited liability company may be organized under the laws of the State of Alaska, incident, necessary, advisable or desirable to carry out the Company Activities. The Company shall have the power to make and perform all contracts and to engage in all actions and transactions necessary or advisable to carry out the purposes of the Company, and all other powers available to it as a limited liability company under the laws of the State of Alaska.

2.

2.4 Practices of Civil Engineering, Land Surveying and Landscape Architecture.

(a) Designation of Responsible Persons. The Company shall at all times maintain the following:

(i) currently registered professional engineers who shall be designated in responsible charge of each discipline of engineering performed by the Company, including but not limited to civil engineering, electrical engineering and mechanical engineering;

(ii) a currently registered land surveyor who shall be designated in responsible charge of all land surveying work performed by the Company; and

(iii) a currently registered landscape architect who shall be designated in responsible charge of all landscape architecture work performed by the Company.

(b) Authority of Professional Decisions.

(i) Each such Alaska registrant identified in section 2.4(a) shall have full authority with regard to all professional decisions and projects in that registrant’s respective field or branch of engineering or other area of professional practice as identified in section 2.4(a) and pertaining to work performed by the Company in Alaska.

(ii) Such Alaska registrant need not be a Member Representative to fully exercise his or her responsibilities under this Section 2.4.

2.5 Principal Place Of Business. The principal place of business of the Company shall initially be located at 911 West Eighth Avenue, Anchorage, AK 99501, or at such other place or places as the Member Representatives, separately and individually, may from time to time determine.

2.6 Registered Agent. The name of the registered agent for service of process on the Company in the State of Alaska is CT Corporation System, or such other agent in the State of Alaska as the Member Representatives, separately and individually, may from time to time designate.

2.7 Term. The term of the Company commenced on August __, 2008 upon the filing of the Articles of Organization with the Secretary of State of the State of Alaska and shall continue in existence perpetually, unless sooner dissolved as provided by this Agreement or required by the Act.

2.8 Tax Treatment. The Member intends that for U.S. federal and state tax purposes only, the Company’s existence as a separate entity from its sole Member be disregarded pursuant to Code Section 7701 and the Treasury Regulations promulgated thereunder and applicable state tax law (the “check-the-box regulations”). Accordingly, the Member Representatives will cause the Company to file such elections and informational returns and perform such actions as may be required under the check-the-box regulations.

3.

2.9 Additional Members. If at some future date the Member deems it advisable for additional Persons to become Members of the Company, the Company and the Member will cause this Agreement (including this Section 2.9 and Schedule A attached hereto) to be amended pursuant to Section 10.4 below.

3.     CAPITAL CONTRIBUTIONS AND UNITS.

3.1 Capital Contributions. On or prior to the date hereof, the Member has contributed capital to the Company in the amounts set forth beside the Member’s name under the heading “Capital Contribution” on Schedule A attached hereto.

3.2 Additional Contributions. The Member shall make additional contributions to the Company’s capital from time to time upon written request by the Member Representatives.

3.3 Capital Accounts. A Capital Account shall be maintained for the Member to which shall be credited its Capital Contributions and all Company revenues. The Capital Account shall be debited with (i) all costs, expenses, and losses of the Company, and (ii) the amount of any distributions (including return of capital) made to the Member. No interest shall be paid on the Member’s Capital Account.

3.4 Units. The Member’s interest in the Company will be represented by Units of membership interest each having identical rights and privileges. An unlimited number of Units is hereby authorized. The Member will receive the number of Units set forth on Schedule A attached hereto.

4. COMPANY ALLOCATIONS.

4.1 Allocation of Profit and Loss. Any profit or loss for each Accounting Period shall be allocated to the Member’s Capital Account.

4.2 Allocation of Distributions. All distributions of the Company’s cash or other assets shall be made to the Member when and as determined by the Member and allocated to the Member’s Capital Account.

5.     MANAGEMENT OF THE COMPANY.

5.1 Member Representatives; Tenure, Election And Qualifications. The Company shall be managed by Member Representatives. Initially, there will be two Member Representatives. Each Member Representative will hold office until the earliest of (1) the election and qualification of his or her successor; and (2) his or her death, resignation or removal.

5.2 Resignation. A Member Representative may resign at any time by giving written notice to the Member. The resignation of a Member Representative will take effect upon receipt of notice thereof or at such later time as will be specified in such notice; unless otherwise specified therein, the acceptance of such resignation will not be necessary to make it effective.

4.

5.3 Removal. The Member shall have the power to remove any Member Representative at any time, with or without cause, by a writing delivered to the Member Representative.

5.4 Vacancies. The Member shall fill any vacancy occurring in the office of Member Representative.

5.5 Management. Except as otherwise set forth herein, the Member Representatives, separately and individually, shall have the full, exclusive, and complete discretion, power and authority, to manage, control, administer, operate and conduct the affairs of the Company for the purposes herein stated, and to make all decisions affecting such business and affairs.

5.6 Decision Making by Member Representatives. Except as otherwise provided herein, all decisions regarding the conduct of the Company shall be made, separately and individually, in good faith by the Member Representatives.

5.7     LIMITATION ON AUTHORITY OF MEMBER.

(a) The Member shall be entitled to engage in any business activities or make any investments whether or not related to Company Activities.

(b) The Member shall not do any act in contravention of this Agreement, that would be detrimental to the best interests of the Company or that would make it impossible to carry on its affairs.

(c) Except to the extent any Member is also a Member Representative or an Officer of the Company, the Member is not an agent of the Company solely by virtue of being a Member, and the Member has no authority to act for the Company solely by virtue of being a Member.

(d) Except to the extent any Member is also a Member Representative or an Officer of the Company, the Member shall not enter into any agreement, contract, commitment or obligation on behalf of the Company without the written consent of the Member Representatives.

(e) This Section 5.7 et seq. supersedes any authority granted to the Members pursuant to Section 10.50.110 of the Act. Any Member who takes any action or binds the Company in violation of this Section 5.7 et seq. shall be solely responsible for any loss and expense incurred by the Company as a result of the unauthorized action and shall indemnify and hold the Company harmless with respect to the loss or expense.

5.8 Appointment of Officers. The Member Representatives may appoint individuals with or without such titles as it may elect, including the titles of President, Vice President, Chief Financial Officer, and Secretary. The Member Representatives may delegate a portion of the day-to-day management responsibilities to any such officers, and such officers will have the authority to contract for, negotiate on behalf of and otherwise represent the interests of the Company as authorized by the Member Representatives in any job description created by the Member Representatives.

5.

5.9 Tenure And Duties Of Officers. All officers will hold office at the pleasure of the Member Representative and until their successors have been duly appointed and qualified, unless sooner removed. Any officer elected or appointed by the Member Representatives may be removed at any time by the Member Representatives. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Member Representatives.

(a) The President will preside at all meetings, if any, of the Member Representatives, unless the Member Representatives have appointed another person to so preside and such person is present. The President will, subject to the control of the Member Representatives, have general supervision, direction and control of the business and officers of the Company. The President will perform other duties commonly incident to a president of a Alaska corporation and will also perform such other duties and have such other powers as the Member Representatives designates from time to time.

(b) The Vice Presidents, in the order of their seniority, may assume and perform the duties of the President in the absence or disability of the President or whenever the office of President is vacant. The Vice Presidents will perform other duties commonly incident to a vice president of an Alaska corporation and will also perform such other duties and have such other powers as the Member Representatives designates from time to time.

(c) The Secretary will attend all meetings of the Member Representatives and the Member and will record all acts and proceedings thereof in the minute book of the Company. The Secretary will give notice in conformity with this Agreement of all meetings of the Member requiring notice. The Secretary will perform other duties commonly incident to a secretary of a Alaska corporation and will also perform such other duties and have such other powers as the Member Representatives designates from time to time. At any time that more than one Secretary is serving, such Co-Secretaries shall delegate the duties of Secretary hereunder among such Co-Secretaries, as such Co-Secretaries deem appropriate.

(d) The Chief Financial Officer will keep or cause to be kept the books of account of the Company in a thorough and proper manner, and will render statements of the financial affairs of the Company in such form and as often as required by this Agreement, the Member Representatives and/or the President. The Chief Financial Officer, subject to the order of the Member Representatives, will have the custody of all funds and securities of the Company. The Chief Financial Officer will perform other duties commonly incident to the office of chief financial officer or treasurer in a Alaska corporation and will also perform such other duties and have such other powers as the Member Representatives designate from time to time.

5.10 Reliance by Third Parties. Any person or entity dealing with the Company may rely on a certificate signed by the Member Representatives as to:

(a) the identity of the Member Representatives;

(b) the existence or non-existence of any fact or facts which constitute a condition precedent to acts by the Member Representatives or are in any matter germane to the affairs of the Company;

6.

(c) the persons who or entities which are authorized to execute and deliver any instrument or document of or on behalf of the Company; or

(d) any act or failure to act by the Company or as to any other matter whatsoever involving the Company.

6.     Withdrawals by and Distributions to the Member.

6.1 Withdrawals By The Member. The Member may withdraw any amount from any of the Member’s Capital Accounts one (1) business day after delivery of a written notice to the Member Representatives indicating the amount the Member intends to withdraw from the Member’s Capital Account.

6.2 Member’s Obligation to Repay or Restore. Except as required by law or the terms of this Agreement, the Member shall not be obligated at any time to repay or restore to the Company all or any part of any distribution made to it from the Company in accordance with the terms of this Section 6 et seq. or Section 8 et seq. below.

6.3 Distributions. The Member Representatives may distribute cash or other Company assets to the Member, from time to time as the Member Representatives determine, in their sole discretion, taking into account the business needs of the Company, including, but not limited to, the need to establish reserves for (i) repairs and (ii) expenses such as taxes, maintenance and insurance.

(a) At anytime a non-Member Member Representative is serving, the Member Representative is prohibited from making any distributions to himself or herself without the consent of the Member.

7.     MEMBER APPROVAL OF CERTAIN MATTERS.

The Company shall not take any of the following actions without the written approval of the Member:

7.1 Any action for which Member approval is required under the Act;

7.2 Any action expressly described elsewhere in this Agreement as requiring Member approval; and

7.3 Any transaction or series of related transactions outside the normal course of business:

(a) that results in the sale of substantially all of the assets of the Company; or

(b) in which new equity securities of, or equity securities in, the Company are issued.

7.

8.     DISSOLUTION.

8.1 Events Of Dissolution. The Company shall be dissolved upon the occurrence of any of the following events:

(a) Upon the written determination of the Member to dissolve the Company;

(b) Upon the entry of a decree of judicial dissolution under the Act; or

(c) Upon the withdrawal, bankruptcy or dissolution of the Member.

8.2 Winding Up. If the Company is dissolved it will cease to carry on its business, except insofar as may be necessary for the winding up of its business, but its separate limited liability company existence will continue until Articles of Dissolution have been filed with the Secretary of State of the State of Alaska or until a decree dissolving the Company has been entered by a court of competent jurisdiction.

8.3 Liquidation. In settling accounts in dissolution, the assets of the Company will be applied in the following order:

(a) to creditors, in the order of priority as provided by law, and the balance

(b) to the Member.

8.4 Distribution of Assets; Dissolution.

(a) When all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefore and all of the remaining property and assets have been distributed to the Member, the Articles of Dissolution will be executed in such form as is prescribed by the Secretary of State of the State of Alaska and same is filed therewith.

(b) Upon the acceptance of the Articles of Dissolution, the existence of the Company will cease, except for the purpose of suits, other proceedings and appropriate action as provided in the Act. The Member Representatives will thereafter be the trustees for the Member and creditors of the Company and as such will have authority to distribute any Company property discovered after dissolution, convey real estate and take such other action as may be necessary on behalf of and in the name of the Company.

9.     RECORDS AND REPORTS.

9.1 Records And Reports. At the expense of the Company, the Member Representatives will maintain in the principal office of the Company records and accounts of all operations and expenditures of the Company for a period of five years from the end of the Fiscal Year during which the last entry was made on such record. At a minimum the Company will keep the following records:

8.

(a) A current list of the full names and last known business addresses of the Member Representatives and the Member;

(b) A copy of the Articles of Organization and all amendments thereto;

(c) Copies of the Company’s federal, foreign, state and local income tax returns and reports, if any, for the five years most recent years;

(d) Copies of this Agreement and all amendments thereto;

(e) Internal books and records for the current and the five most recent years;

(f) True and full information regarding the status of the business and financial condition of the Company, including financial statements of the Company for the five most recent years; and

(g) True and full information regarding the amount of cash and a description and statement of the agreed value of any other property or services contributed by the Member and that the Member has agreed to contribute in the future, and the date on which such Person became a Member.

9.2 Returns And Other Elections. The Member Representatives will cause the preparation and timely filing of all tax returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business. Copies of such returns, or pertinent information there from, will be furnished to the Member within a reasonable time after the end of the Company’s Fiscal Year. All elections permitted to be made by the Company under federal or state laws will be made by the Member Representatives in their discretion.

9.3 Member Access To Records. Upon written request of the Member, the Member shall have the right, during ordinary business hours, to inspect and copy such Company documents at the Member’s expense as set forth in this Section 9 et seq.

9.4 Accounting Principles. The books and records of the Company will be determined in accordance with generally accepted accounting principles consistently applied under the cash method of accounting.

9.5 Annual Report; Financial Statements of the Company. To the extent requested by the Member, the Member Representatives shall transmit to the Member within 90 days after the close of the Company’s fiscal year unaudited financial statements of the Company prepared in accordance with the terms of this Agreement and otherwise in accordance with generally accepted accounting principles, including an income statement for the year then ended and a balance sheet as of the end of such year, a statement of changes in the Member’s Capital Accounts (as adjusted for unrealized gains and losses), and a list of investments then held by the Company.

9.

10.     GENERAL PROVISIONS.

10.1 Assignment of Interests. The Member may Transfer all or part of its Membership Interest in the Company.

10.2 Notices. Any notice, demand or communication required or permitted to be given by any provision of this Agreement will be deemed to have been sufficiently given or served for all purposes if delivered personally to the party or to an executive officer of the party to whom the same is directed or, if sent by registered or certified mail, postage and charges prepaid, addressed to the intended recipient’s address as it appears in the Company’s records. Except as otherwise provided herein, any such notice will be deemed to be given three business days after the date on which the same was deposited in a regularly maintained receptacle for the deposit of United States mail, addressed and sent as set forth above.

10.3 Governing Law. This Agreement, including its existence, validity, construction and operating effect, and the rights of each of the parties hereto, shall be governed by and construed in accordance with the laws of the State of Alaska (without regard to principles of conflicts of laws).

10.4 Amendments. Any amendment to this Agreement will not be effective unless signed by the Member.

10.5 Execution Of Additional Instruments. The Member shall execute all certificates and other documents and shall do all such filing, recording, publishing, and other acts as the Member Representatives deem appropriate to comply with the requirements of law for the formation and operation of the Company and to comply with any laws, rules, and regulations relating to the acquisition, operation, or holding of the property of the Company.

10.6 Waivers. The failure of any party to seek redress for violation of or to insist upon the strict performance of any covenant or condition of this Agreement will not prevent a subsequent act from being a violation of this Agreement.

10.7 Rights And Remedies Cumulative. The rights and remedies provided by this Agreement are cumulative, and the use of any one right or remedy by any party will not preclude or waive the right to use any or all other remedies. Such rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise.

10.8 Exculpation. None of the Member Representatives, the officers of the Company, or their respective members, employees, officers, directors, shareholders, agents or affiliates shall be liable to the Member or the Company for honest mistakes of judgment, or for action or inaction, taken in good faith for a purpose that was reasonably believed to be in the best interests of the Company, or for losses due to such mistakes, action, or inaction, or to the negligence, dishonesty, or bad faith of any employee, broker or other agent of the Company. The Member Representatives and the officers of the Company may consult with counsel and accountants in respect of Company affairs and be fully protected and justified in any action or inaction that is taken in accordance with the advice or opinion of such counsel or accountants, provided that they shall have been selected with reasonable care. Notwithstanding any of the

10.

foregoing to the contrary, the provisions of this Section 10.8 and Section 10.9 below shall not be construed so as to relieve (or attempt to relieve) any person of any liability by reason of gross negligence, recklessness or intentional wrongdoing, or, with respect to any criminal action or proceeding, conduct which the person had reasonable cause to believe was unlawful, or to the extent (but only to the extent) that such liability may not be waived, modified, or limited under applicable law, but shall be construed so as to effectuate the provisions of such Sections to the fullest extent permitted by law.

10.9 Indemnification. The Company agrees to indemnify, out of the assets of the Company only, the Member Representatives, the officers of the Company and their respective members, employees, officers, directors, shareholders, agents or affiliates (collectively, the “Indemnified Parties”) to the fullest extent permitted by law and to save and hold them harmless from and in respect of all (a) reasonable fees, costs, and expenses paid in connection with or resulting from any claim, action, or demand against an Indemnified Party that arise out of or in any way relate to the Company, its properties, business, or affairs and (b) such claims, actions, and demands and any losses or damages resulting from such claims, actions and demands, including amounts paid in settlement or compromise (if recommended by attorneys for the Company) of any such claim, action or demand; provided, however, that this indemnity shall not extend to (i) conduct not undertaken in good faith to promote the best interests of the Company or the portfolio companies of the Company or (ii) conduct that is, grossly negligent, reckless or intentionally wrongful or, with respect to any criminal action or proceeding, conduct that the Indemnified Party had reasonable cause to believe was unlawful. Expenses incurred by any Indemnified Party in defending a claim or proceeding covered by this Section shall be paid by the Company in advance of the final disposition of such claim or proceeding provided the Indemnified Party undertakes to repay such amount if it is ultimately determined that such Indemnified Party was not entitled to be indemnified. The provisions of this Section shall remain in effect as to each Indemnified Party whether or not such Indemnified Party continues to serve in the capacity that entitled such person to be indemnified.

10.10 Arbitration. Any controversy or claim arising out of or relating to this Agreement shall be settled by confidential arbitration in Alaska in accordance with the commercial rules then obtaining of the American Arbitration Association, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. Nothing in this Section 10.10 shall limit any right that the Member may otherwise have to seek (on its own behalf or in the right of the Company) to obtain preliminary injunctive relief in order to preserve the status quo pending the disposition of any such arbitration proceeding.

10.11 Company Name. The Company shall have the exclusive ownership and right to use the Company name as long as the Company continues.

10.12 Entire Agreement; Captions. This Agreement constitutes the complete and exclusive statement of the agreement of the Member. It supersedes all prior written and oral statements, including any prior representations, statements, conditions, or warranty. Descriptive titles and headings herein are inserted as a manner of convenience only and do not define, limit or describe the scope of this Agreement or the intent of the provisions hereof.

10.13 Severability. If any provision of this Agreement or the application thereof to any person or circumstance is held to be invalid, illegal or unenforceable to any extent, the remainder of this

11.

Agreement and the application thereof will not be affected and will be enforceable to the fullest extent permitted by law.

10.14 Heirs, Successors And Assigns. Each and all of the covenants, terms, provisions and agreements herein contained will be binding upon and inure to the benefit of the parties and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and assigns.

10.15 Creditors. None of the provisions of this Agreement will be for the benefit of or enforceable by any creditor of the Company.

10.16 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original but all of which will constitute one and the same instrument.

10.17 Attorneys’ Fees. In the event any dispute among the parties results in litigation, the prevailing party or parties in such dispute will be entitled to recover from the losing party or parties all fees, costs and expenses of enforcing any right or rights of the prevailing party or parties under this Agreement including, without limitation, reasonable fees of attorneys and accountants.

[SIGNATURE PAGE FOLLOWS]

12.

IN WITNESS WHEREOF, the undersigned has executed and delivered this Operating Agreement the day and year first above written.

SOLE MEMBER:

URS CORPORATION, a Nevada Corporation

/s/ H. Thomas Hicks

H. Thomas Hicks,

Vice President and Chief Financial Officer

THE SECURITIES EVIDENCED BY THIS OPERATING AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED FROM TIME TO TIME (THE “1933 ACT”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT COVERING SUCH SECURITIES OR UNLESS AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT IS AVAILABLE (AS DETERMINED BY THE MEMBER REPRESENTATIVES).

SIGNATURE PAGE FOR

URS ALASKA, LLC

OPERATING AGREEMENT

SCHEDULE A

CAPITAL CONTRIBUTION

NAME AND ADDRESS OF MEMBER	CAPITAL CONTRIBUTION	UNITS OF MEMBERSHIP
URS Corporation	$	1,000

1. Definitions	1
2. Formation and Name; Purpose; Office; Registered Agent; Term; Tax Treatment and Additional Members	2
3. Capital Contributions And Units	4
4. Company Allocations	4
5. Management Of The Company	4
6. Withdrawals by and Distributions to the Member	7
7. Member Approval Of Certain Matters	7
8. Dissolution	8
9. Records And Reports	8
10. General Provisions	10

1

EX-3.33

Exhibit 3.33

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 07/17/1992

752199075 - 2303941

CERTIFICATE OF INCORPORATION

OF

RAYTHEON DEMILITARIZATION COMPANY

1. The name of the corporation is Raytheon Demilitarization Company.

2. The address of its registered office in the State of Delaware is The Prentice-Hall Corporation System, Inc., 32 Loockerman Square, Suite L-100, Dover, Kent County, Delaware 19901. The name of the registered agent at such address is The Prentice-Hall Corporation System, Inc.

3. The nature of the business or purposes to be conducted or promoted is:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4. The total number of common shares of stock which the corporation shall have authority to issue is Two Thousand Five Hundred (2,500) and the par value of each of such shares is One Dollar ($1.00) amounting in the aggregate to Two Thousand Five Hundred Dollars ($2,500.00).

5. The name and mailing address of the sole incorporator are as follows:

NAME	MAILING ADDRESS
Nancy Truax	32 Loockerman Square Suite L-100 Dover, Delaware 19901

6. The corporation is to have perpetual existence.

7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

To make, alter or repeal the by-laws of the corporation.

8. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the state of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.

9. The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

10. A Director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, except for liability (i) for any breach of the Director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General

Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. If the Delaware General corporation Law is hereafter amended to authorize the further elimination or limitation of the liability of a Director, then the liability of a Director of the corporation shall be eliminated or limited to the fullest extent permitted by the amended Delaware General Corporation Law.

Any repeal or modification of the foregoing paragraph by the stockholders of the corporation shall not adversely affect any right or protection of a Director of the corporation existing at the time of such repeal or modification.

I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 17th day of July , 1992.

/s/ Nancy Truax

Nancy Truax

Incorporator

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 08/05/1999

991324582 - 2303941

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

* * * * *

Raytheon Demilitarization Company a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is The Prentice-Hall Corporation System, Inc. and the present registered office of the corporation is in the county of New Castle.

The Board of Directors of Raytheon Demilitarization Company adopted the following resolution on the 21 day of January 1999

Resolved, that the registered office of Raytheon Demilitarization Company in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF, Raytheon Demilitarization Company has caused this statement to be signed by Kristen Betzger, its Vice Pres., this 27 day of April 1999.

/s/ Kristen Betzger

Kristen Betzger

(DEL. - 264 - 6/15/94)

CT System

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 08/24/2000

001429295 - 2303941

STATE of DELAWARE

CERTIFICATE of AMENDMENT of

CERTIFICATE of INCORPORATION

• First: That at a meeting of the Board of Directors of Raytheon Demilitarization Company resolutions were duty adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

Resolved, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “ 1 ” so that, as amended, said Article shall be and read as follows:

“The name of the corporation is Washington Demilitarization Company.                                                                                  

”

• Second: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and hold, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

• Third: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

• Fourth: That the capital of said corporation shall not be reduced under or by reason of said amendment.

BY:	/s/ Craig G. Taylor
	(Authorized Officer)
NAME:	Craig G. Taylor, Asst. Secretary
	(Type or Print)

State of Delaware

Secretary of State

Division of Corporations

Delivered 07:07 PM 12/16/2004

FILED 06:50 PM 12/16/2004

SRV 040914908 - 2303941 FILE

STATE OF DELAWARE

CERTIFICATE OF CONVERSION

FROM A CORPORATION TO

A LIMITED LIABILITY COMPANY

PURSUANT TO SECTION

266 OF THE DELAWARE GENERAL

CORPORATION LAW.

1.) The name of the corporation immediately prior to filing this Certificate is Washington Demilitarization Company.

2.) The date the Certificate of Incorporation was filed on is July 17, 1992.

3.) The original name of the corporation is set forth in the Certificate of Incorporation is Raytheon Demilitarization Company.

4.) The name of the limited liability company as set forth in the formation is Washington Demilitarization Company, LLC

5.) The conversion has been approved in accordance with the provisions of Section 266.

By:	/s/ Craig G. Taylor
	Authorized Officer
Name:	Craig G. Taylor
	Print or Type Signature

State of Delaware

Secretary of State

Division of Corporations

Delivered 07:07 12/16/2004

FILED 06:50 PM 12/16/2004

SRV 040914908 - 2303941 FILE

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

• First: The name of the limited liability company is Washington Demilitarization Company, LLC

• Second: The address of its registered office in the State of Delaware is 2711 Centerville Road Suite 400 in the City of Wilmington, DE 19808. The name of its Registered agent at such address is Corporation Service Company

• Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                     .”)

• Fourth: (Insert my other matters the members determine to include herein.)

In Witness Whereof, the undersigned have executed this Certificate of Formation this 16th day of December, 2004.

By:	/s/ Craig G. Taylor
	Authorized Person(s)
Name:	Craig G. Taylor
	Typed or Printed

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:56 PM 12/22/2008

FILED 03:50 PM 12/22/2008

SRV 081220588 - 2303941 FILE

State of Delaware

Certificate of Amendment

1. Name of Limited Liability Company: Washington Demilitarization Company, LLC

2. The Certificate of Formation of the limited liability company is hereby amended as follows: the address of Us Registered Office in the state of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County. Delaware, 19801. The name of its Registered Agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 19th day of December, 2008.

By:	/s/ Jennifer Shanders
Name:	Jennifer Shanders
	Print or Type
Title:	Authorized Person

DE077 - CT System Online

EX-3.34

Exhibit 3.34

LIMITED LIABILITY COMPANY AGREEMENT OF

WASHINGTON DEMILITARIZATION COMPANY, LLC

This LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of Washington Demilitarization Company, LLC, a Delaware limited liability company into which Washington Demilitarization Company, a Delaware corporation, was converted (the “Company”), is made and entered into as of March 20, 2009 by Washington Group International, Inc., an Ohio corporation, the sole Member of the Company. Unless the context otherwise requires, terms that are capitalized and not otherwise defined in context have the meanings set forth or cross referenced in Article 2 of this Agreement.

Article 1. Organization

1.1 Formation and Conversion of the Company; Term. The company is a limited liability company under the Act, governed by this Agreement. The Company is an entity separate from its sole Member, created by the execution and filing with the Secretary of State of Delaware of the Certificate of Incorporation on July 17, 1992 and a Certificate of Conversion from a Corporation to a Limited Liability Company on December 16, 2004. Unless sooner dissolved and liquidated in accordance with Article 6, the Company is to continue in perpetuity.

1.2 Name. The name of the Company is Washington Demilitarization Company, LLC.

1.3 Purpose of the Company. The purpose of the Company is to engage in any lawful act or activity for which limited liability companies may be organized under the Act.

1.4 Principal Place of Business, Office and Agent. The principal place of business and mailing address of the Company, and the office where the records required by the Act are kept is in Boise, Idaho, or at such other location selected, from time to time, by the Member. The registered office of the Company in Delaware is at the office of the statutory agent of the Company in Delaware. The statutory agent of the Company in Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware, 19805. The Board may, from time to time, change the statutory agent or the principal place of business of the Company, without reflecting the change in this Agreement.

1.5 Fictitious Business Name Statement; Other Certificates. The Officers may, from time to time, register the Company as a foreign limited liability company and file fictitious or trade name statements or certificates in those jurisdictions and offices as the Officers consider necessary or appropriate. The Company may do business under any fictitious business names approved by the Board of Directors. The Board may, from time to time, file or cause to be filed certificates of amendment, certificates of cancellation, or other certificates as the Board

reasonably considers necessary or appropriate under the Act or under the law of any jurisdiction in which the Company is doing business to establish and continue the Company as a limited liability company or to protect the limited liability of the Member.

1.6 Member. The name of the sole initial Member is Washington Group International, Inc., which is an Ohio corporation. No other Person shall be admitted as a member of the Company without the prior written approval of Washington Group International, Inc.

Article 2. Definitions

Act means the Delaware Limited Liability Company Act, Delaware Code Title 6, Chapter 18 (Sections 18-101, et seq.), as amended from time to time. Any reference to the Act automatically includes a reference to any subsequent or successor limited liability company law in Delaware.

Affiliate means, with respect to any Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with the specified person. A Person controls another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the “controlled” Person, whether through ownership of voting securities, by contract, or otherwise. Affiliate also includes any Person who is related by blood or marriage to the Person in question.

Agreement means this Agreement as amended from time to time.

Board or Board of Directors means the Board of Directors created under Section 4.1.

Company means Washington Demilitarization Company, LLC.

Fiscal Year means the fiscal year of the Company as determined from time to time, and, initially, means a fiscal year ending on the Friday nearest to December 31^st of each year; provided that the Member, subject to applicable tax law, may change the Fiscal Year at its election at any time.

Member means Washington Group International, Inc., an Ohio corporation.

Officer or Officers means any Officer or Officers appointed as provided in Article 4.

Person means any natural person, partnership (whether general or limited or whether domestic or foreign), limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or representative capacity.

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Subsidiary means any entity with respect to which, and at the time in question, either (a) the Company owns more than 50% of the equity or other ownership interests, or (b) the Company has the right to appoint or elect a majority of the board of directors or similar governing body.

Article 3. Capitalization; Economics

3.1 Capital. The sole Member (or its predecessor in interest) has contributed to the capital of the Company prior to the date of this Agreement as reflected in the books and records of the Company. The Members may, but shall not be required to, make any additional capital contributions at the times and in the amounts determined by the Board of Directors, and such contributions may be made in cash or other property as determined by the Board of Directors.

3.2 Capital Accounts; Allocations. Capital accounts described in Treasury Regulations § 1.704-1(b), as promulgated pursuant to Internal Revenue Code section 704, shall be established and maintained in accordance with said regulations. All items of income, gain, loss and deduction will be allocated to the Member; provided, however, in the event of an assignment of all or part of the economic attributes of an interest in the Company, the aforementioned items will be allocated ratably in accordance with the record of the Member’s contributions to the Company, the Company’s income, gains, losses and deductions, and its distributions to the Member, similar records shall be maintained for any other party holding an economic interest in the Company.

3.3 Interest. The Member is not to be paid interest on its capital contribution(s) to the Company.

3.4 Distributions. Prior to the winding-up and liquidation of the Company, the Member may, in its sole discretion, cause the Company to make distributions of cash or other property to the Member; provided, however, in the event of an assignment of all or part of the Member’s rights to distributions, distributions payable to the assignee of said rights shall be distributed directly to said assignee. Upon winding up and liquidation of the Company, all assets of the Company shall be distributed in the manner and in the order of priority as provided in the Act.

Article 4. Management

4.1 Management of the Company. The Company shall be managed under the direction of a board of directors (the “Board of Directors) of at least three (3) individuals to be appointed by the Member from time to time, and by Officers appointed by the Board of Directors and at all times in accordance with Section 1.6.

4.2 Action by Board of Directors; Authority to Bind the Company. The Board of Directors shall meet at such times and shall take such actions as it shall deem necessary. The Board of Directors shall take action only by the affirmative vote of a majority of the directors. The Board of Directors may not act by proxy. Any

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action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meting and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by all of the directors then in office.

4.3 Notwithstanding any other provision of this Agreement and any provision of law, the Directors shall not, without the prior written consent of all of the Members (i) dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt or insolvent, (ii) consent to the institution of bankruptcy or insolvency proceedings against it or to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (iii) file a petition seeking reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (iv) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a part of its property, (v) make a general assignment for the benefit of creditors, (vi) admit in writing its inability to pay its debts generally as they become due, (vii) sell or otherwise dispose of or encumber all or any material portion of its assets, in any single transaction or series of transactions, or (viii) take any corporate action in furtherance of the actions set forth in clauses (i) through (vii) of this Section 4.3.

4.4 Duties of Directors. The Directors shall perform his or her management duties hereunder in good faith and with that degree of care that an ordinarily prudent person would exercise under the same circumstances. Each of the Directors shall be entitled to rely, in the performance of such duties, on information, opinions, reports or statements, including financial statements, in each case prepared by one or more officers, agents, consultants or employees, counsel, accountants or other persons employed by the Company as to matters that such Director believes to be within such person’s competence.

4.5 Officers of the Company. The Company shall have a President, one or more Vice Presidents, a Treasurer, one or more Assistant Treasurers, a Secretary, and one or more Assistant Secretaries appointed by the Board of Directors, each of whom shall have such administrative powers and perform such duties as may be assigned by the Board of Directors. The Company may also have such additional Officers as are appointed, from time to time, by the Board of Directors. The Board of Directors may establish, increase, reduce or otherwise modify responsibilities for the Officers or may create or eliminate offices as the Board of Directors considers appropriate. Any Officer may be removed at any time by the Board of Directors. The Officers of the Company have the authority, responsibilities and duties as are customary for officers holding similar positions with respect to businesses conducted in corporate form and such additional authority, responsibilities and duties as the Board of Directors may determine, from time to time. Any number of offices may be held by the same person. Each Officer holds office until his successor is appointed or elected or until his or her

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earlier resignation or removal. Any Officer may resign at any time upon written notice to the Company.

4.6 Duties of the Officers. In addition to obligations imposed by other provisions of this Agreement, each Officer will devote to the Company such time as is reasonably necessary and his best efforts to carry out the business of the Company and to accomplish its purposes.

Article 5. Standard of Care; Indemnification

5.1 Standard of Care.

(a) Any Member or any director, trustee, or officer of any Member serving on behalf of the Company, and any Officer or employee of the Company in the performance of his, her or its duties, is entitled to rely in good faith on information, opinions, reports or statements presented to the Company by any of its other Members, Directors, Officers, employees or committees of the Company, or by any other Person, as to matters the Member of any Director, trustee or Officer of any Member serving on behalf of the Company, and any Officer or employee of the Company reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liability, profits or losses of the Company or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid.

(b) Each Officer will perform his or her duties as an Officer in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with the care that an ordinarily prudent person in a similar position would use under similar circumstances.

(c) An Officer cannot be found to have violated Section 5.1(b) unless it is proved, by clear and convincing evidence, in an action brought against the Officer, that he has not met the standard of Section 5.1(b).

(d) An Officer is liable in damages for any action that he or she takes or fails to take as a director only if it is proved, by clear and convincing evidence, that his or her action or failure to act involved (i) an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company, (ii) acts or omissions not in good faith or which involved intentional misconduct or knowing violation of the law, or (iii) any transaction from which the Officer derived an improper personal benefit.

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5.2 Right to Indemnity. If any Member or assignee or any trustee, director, officer, partner, member, or director of any Member or assignee serving on behalf of the company; the board of directors or managers of any Subsidiary or any committee thereof; or any director or officer of the Company or any Subsidiary (an “Indemnitee”) was or is a party or is threatened to be made a party in any threatened, pending or completed action, suit, proceeding or investigation involving a cause of action or alleged cause of action for damages or other relief arising from or related to the business or affairs of the Company or any Subsidiary or the offer or sale of any Interest, the Company (but without recourse to the separate assets of the Member or any assignee) shall indemnify the Indemnitee against all losses, costs and expenses, including judgments and amounts paid in settlement and attorneys fees actually and reasonably incurred by the Indemnitee in connection with the action, suit, proceeding or investigation, so long as the Indemnitee has met the standard set forth in Section 5.1(b) and, with respect to any criminal action, proceeding or investigation, that she, he, or it had reasonable cause to believe his, hers or its conduct was not unlawful. The termination of any action, suit, proceeding or investigation by judgment, order, settlement or conviction upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that an Indemnitee did not act in good faith and in a manner she, he or it reasonably believed to be in the best interests of the Company or such subsidiary and with the care that an ordinarily prudent person in a like position would use under similar circumstances and, with respect to any criminal action, proceeding or investigation, that she, he or it had reasonable cause to believe his, hers or its conduct was not unlawful.

5.3 Member Determination. Unless indemnification is ordered by a court, the determination for purposes of Section 5.2 whether an Indemnitee met the standard set forth in this Agreement shall be made in the specific case by the Member.

5.4 Advancement of Expenses. Expenses, including attorneys fees, incurred by any Indemnitee (other than any employee or agent of the Company who is not an officer of the Company) in defending any action, suit, proceeding or investigation shall be paid by the Company as they are incurred, in advance of the final disposition of the action, suit, proceeding or investigation, upon the terms and conditions as the Member shall determine. Reasonable expenses, including court costs and attorneys fees, of the type referred to above in this Section 5.4 incurred by an employee or agent of the Company who is not also an officer of the Company may be so paid in the discretion of the Member upon such terms and conditions, if any, as the Member deems appropriate.

5.5 Other Rights to Indemnity or Reimbursement; Survival. Notwithstanding the foregoing, indemnification under this Article 5 shall be provided only with respect to losses, costs, expenses, judgments and amounts which otherwise are not compensated for by insurance carried for the benefit of the Company or its Subsidiaries. Any indemnification pursuant to this Agreement shall not be deemed exclusive of any other rights to which those seeking indemnification may

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be entitled under any rule of law (whether common law or statutory), agreement or arrangement, whether as to action in an official capacity or as to action in another capacity while holding such position or while employed by or acting as agent for the Company or its Subsidiaries, and shall continue as to an Indemnitee who has ceased to serve in any capacity on behalf of the Company or its Subsidiaries and shall inure to the benefit of the heirs, successors, executors and administrators of the Indemnitee.

5.6 Indemnification of Employees and Agents. The Company may indemnify any employee or agent of the Company or its Subsidiaries and any employee or Affiliate or any Director serving on behalf of the Company or its Subsidiaries upon such terms and conditions, if any, as the Member considers appropriate.

5.7 Savings Clause. If this Article 5 or any portion of this Article shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each Indemnitee as to costs, charges and expenses (including attorneys fees), judgments, fines and amounts paid in settlement with respect to any action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, including any action by or in the right of the Company or any Subsidiary, to the full extent permitted by any applicable portion of this Article that shall not have been invalidated and to the fullest extent permitted by applicable law.

Article 6. Dissolution and Final Liquidation

6.1 Dissolution. Notwithstanding the retirement, resignation, expulsion, bankruptcy or dissolution of the Member, or the occurrence of any other event that terminates the continued membership of the Member in the Company, the term of the Company shall continue from the date of its formation in perpetuity, unless earlier dissolved on the earliest to occur of:

(a) An election to dissolve the Company made by written consent of the Member and the Board of Directors; or

(b) The entry of a decree of judicial dissolution under the Act.

6.2 Winding Up. On the dissolution of the Company, the Company’s affairs shall be wound up as soon as reasonably practicable. The winding up shall be accomplished by the Member.

6.3 Distribution of Assets. On the winding up of the Company, its assets shall be applied in the manner, and in the order of priority, provided for in the Act.

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Article 7. General

7.1 Governing Law. This agreement is governed by and is to be construed under the laws of Delaware, without giving effect to its rules of conflicts of laws.

7.2 Construction. The headings contained in this Agreement are for reference purposes only and do not affect the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, include all other genders. Unless otherwise specifically stated, references to Sections or Articles refer to the Sections and Articles of this Agreement.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the date first above written.

Washington Group International, Inc.
By:
	Name:	Randolph J. Hill
	Title:	Senior Vice President of Legal

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EX-3.35

Exhibit 3.35

State of Delaware   Office of the Secretary of State   PAGE 1

I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF LIMITED LIABILITY COMPANY OF “MK/BNFL GESCO LLC”, FILED IN THIS OFFICE ON THE NINTH DAY OF OCTOBER, A.D. 1998, AT 9 O’CLOCK A.M.

		Edward J. Freel, Secretary of State
2953983 8100		AUTHENTICATION:
981392000		DATE: 9347899             10-09-98

CERTIFICATE OF FORMATION

OF

A LIMITED LIABILITY COMPANY

FIRST: The name of the limited liability company is:

MK/BNFL GESCO LLC

SECOND: Its registered office in the State of Delaware is to be located at 1013 Centre Road, in the City of Wilmington, County of New Castle, 19805, and its registered agent at such address CORPORATION SERVICE COMPANY.

THIRD: The Company shall exist for a period of thirty (30) years from and after the date the Delaware Secretary of State issues a Certificate of Formation, unless dissolved earlier by law.

IN WITNESS WHEREOF, the undersigned, being the individual forming the Company, has executed, signed and acknowledged this Certificate of Formation this 8th day of October, A.D. 1998

Authorized Person

Jonathan Robertson

State of Delaware   Office of the Secretary of State   PAGE 1

I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “MK/BNFL GESCO LLC”, CHANGING ITS NAME FROM “MK/BNFL GESCO LLC” TO “WESTINGHOUSE GOVERNMENT ENVIRONMENTAL SERVICES COMPANY LLC”, FILED IN THIS OFFICE ON THE ELEVENTH DAY OF MARCH, A.D. 1999, AT 4:30 O’CLOCK P.M.

		Edward J. Freel, Secretary of State
2953983 8100		AUTHENTICATION: 9624274
991096559		DATE: 03-12-99

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF FORMATION

OF

MK/BNFL GESCO LLC

It is hereby certified that:

1. The name of the limited liability company (hereinafter called the “limited liability company”) is MK/BNFL GESCO LLC.

2. The Certificate of Formation of the limited liability company is hereby amended by striking out Article 1 thereof and by substituting in lieu of said Article 1 the following new Article 1:

1. The name of the limited liability company is: Westinghouse Government Environmental Services Company LLC.

3. This Certificate of Amendment of Certificate of Formation may be executed in one or more counterparts (any or all of which may be by facsimiles) each of which shall be an original and all of which together shall form a single agreement.

IN WITNESS WHEREOF, the undersigned, authorized persons of the limited liability company, have caused this Certificate of Amendment of Certificate of Formation to be duly executed as of the 10 day of March, 1999.

MORRISON KNUDSEN CORPORATION
By:
Name:	Stephen G. Hanks
Title:	Executive Vice President and Chief Legal Officer
BNFL NUCLEAR SERVICES INC.
By:
Name:
Title:

OF

MK/BNFL GESCO LLC

It is hereby certified that:

1. The name of the limited liability company (hereinafter called the “limited liability company”) is MK/BNFL GESCO LLC.

2. The Certificate of Formation of the limited liability company is hereby amended by striking out Article 1 thereof and by substituting in lieu of said Article 1 the following new Article 1:

1. The name of the limited liability company is: Westinghouse Government Environmental Services Company LLC

3. This Certificate of Amendment of Certificate of Formation may be executed in one or more counterparts (any or all of which may be by facsimiles) each of which shall be an original and all of which together shall form a single agreement.

IN WITNESS WHEREOF, the undersigned, authorized persons of the limited liability company, have caused this Certificate of Amendment of Certificate of Formation to be duly executed as of the 10^th day of March, 1999.

MORRISON KNUDSEN CORPORATION
By:
Name:
Title:
BNFL NUCLEAR SERVICES INC.
By:
Name:	Alvin Shuttleworth
Title:	Secretary

CL: [ILLEGIBLE]

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:47 PM 01/23/2006

FILED 04:43 PM 01/23/2006

SRV 060064785 – 2953983 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

1.	Name of Limited Liability Company: Westinghouse Government Environmental Services Company LLC
2.	The Certificate of Formation of the limited liability company is hereby amended as follows: The Certificate of Formation of the limited liability company is hereby amended by striking out Article 1 thereof and by substituting in lieu of said Article 1 the following new Article 1:
	1. The name of the limited liability company is: Washington Government Environmental Services Company LLC.
	IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 23rd day of January, A.D. 2006.

By:
	Authorized Person(s)
Name:	Craig G. Taylor
	Print or Type

State of Delaware

Secretary of State

Division or Corporations

Delivered 04:24 PM 12/22/2008

FILED 02:44 PM 12/22/2008

SRV 081220027 – 2953983 FILE

State of Delaware

Certificate of Amendment

1. Name of Limited Liability Company: Washington Government Environmental Services Company LLC

2. The Certificate of Formation of the limited liability company is hereby amended as follows: the address of its Registered Office in the state of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801. The name of its Registered Agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 19^th day of December, 2008.

By:	/s/ Jennifer Shanders
Name:	Jennifer Shanders
	Print or Type
Title:	Authorized Person

DE077 - CT System Online

EX-3.36

Exhibit 3.36

THIRD AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT OF

WASHINGTON GOVERNMENT ENVIRONMENTAL SERVICES COMPANY LLC

This Third Amended and Restated Limited Liability Company Agreement (“Agreement”), dated as of January 23, 2006, is made by Washington Group International, Inc., an Ohio corporation, the sole Member of Washington Government Environmental Services Company LLC (the “Company”). Unless the context otherwise requires, terms that are capitalized and not otherwise defined in context have the meanings set forth or cross referenced in Article 2 of this Agreement.

Article 1. Organization

1.1 Formation of the Company; Term. The Company is a limited liability company under the Act, governed by this Agreement. The Company is an entity separate from its sole Member, created by the execution and filing with the Secretary of State of Delaware of the Certificate of Formation of MK/BNFL GESCO LLC on October 10, 1998 (which subsequently changed its name, by amendment to such certificate, to the name of Westinghouse Government Environmental Services Company LLC). Unless sooner dissolved and liquidated in accordance with Article 6, the Company is to continue in perpetuity.

Upon the authority of the Second Amended and Restated Consortium Agreement, effective July 30, 2004, executed by and between Washington Group International, Inc. and BNFL USA Group Inc., a Second Amended and Restated Limited Liability Company Agreement (“Second Amended Agreement”) amended and restated, in its entirety, the Amended and Restated Limited Liability Company Agreement of Westinghouse Government Environmental Services Company LLC (“First Amended Agreement”), dated as of March 19, 1999, which, itself, had amended and restated in its entirety the Limited Liability Company Agreement, dated as of December 30, 1998, each of which prior agreements had previously been adopted by the Member. In accordance with the terms of the Second Amended and Restated Consortium Agreement, the Second Amended Agreement re-organized the Company to, among other matters, document that BNFL USA Group Inc., its parent companies and all other affiliates and subsidiary companies’, had relinquished each, every and all right, title and interest in or to the Company.

This Agreement is effectuated for the purposes of; (i) consistent with the end result and terms of a Purchase Agreement, effective December 30, 2005, executed by and between Westinghouse Government Services Company LLC and Washington Group International, Inc., to modify this Agreement to reflect that ownership of the Company has changed, effective December 30, 2005, from Westinghouse Government Services Company LLC to Washington Group International, Inc.; and (ii) consistent with a member resolution, and Delaware name change filing, both effective on January 23, 2006, to modify this Agreement to reflect that the Company name has changed from Westinghouse Government Environmental Services Company LLC to Washington Government Environmental Services Company LLC;

1.2 Name. The name of the Company is Washington Government Environmental Services Company LLC.

1.3 Purpose of the Company. The purpose of the Company is to engage in any lawful act or activity for which limited liability companies may be organized under the Act.

1.4 Principal Place of Business, Office and Agent. The principal place of business and mailing address of the Company, and the office where the records required by the Act are kept is in Aiken, South Carolina, or at such other location selected, from time to time, by the Member. The registered office of the Company in Delaware is at the office of the statutory agent of the Company in Delaware. The statutory agent of the Company in Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805. The Board may, from time to time, change the statutory agent or the principal place of business of the Member, without reflecting the change in this Agreement.

1.5 Fictitious Business Name Statement; Other Certificates. The Officers will, from time to time, register the Company as a foreign limited liability company and file fictitious or trade name statements or certificates in those jurisdictions and offices as the Officers consider necessary or appropriate. The Company may do business under any fictitious business names approved by the Member. The Officers will, from time to time, file or cause to be filed certificates of amendment, certificates of cancellation, or other certificates as the Officers reasonably consider necessary or appropriate under the Act or under the law of any jurisdiction in which the Company is doing business to establish and continue the Company as a limited liability company or to protect the limited liability of the Member.

1.6 FOCI and National Security issues. The Company shall take all actions necessary to obtain and maintain authorization to possess U.S. Government classified and sensitive unclassified information.

1.7 Ratification of Prior Actions. All prior actions taken on behalf of the Company pursuant to any preceding limited liability company agreement or otherwise by any Member or Officer or any other person who at the time in question was acting as a manager or other representative of the Company are hereby ratified and confirmed.

Article 2. Definitions

Act means the Delaware Limited Liability Company Act, Delaware Code Title 6, Chapter 18 (Sections 18-101, et seq.), as amended from time to time. Any reference to the Act automatically includes a reference to any subsequent or successor limited liability company law in Delaware.

Affiliate means, with respect to any Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with the specified person. A Person controls another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the “controlled” Person, whether through ownership of voting securities, by contract, or otherwise. Affiliate also includes any Person who is related by blood or marriage to the Person in question.

Agreement means this Agreement as amended from time to time.

Company means Washington Government Environmental Services Company LLC.

Fiscal Year means the fiscal year of the Company as determined from time to time, and, initially, means a fiscal year ending on the Friday nearest to December 31^st of each year; provided that the Member, subject to applicable tax law, may change the Fiscal Year at its election at any time.

Member means Washington Group International, Inc., an Ohio corporation.

Officer or Officers means any Officer or Officers appointed as provided in Article 4.

Person or person means any natural person,. partnership (whether general or limited or whether domestic or foreign), limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or representative capacity.

Subsidiary means any entity with respect to which, and at the time in question, either (a) the Company owns more than 50% of the equity or other ownership interests, or (b) the Company has the right to appoint or elect a majority of the board of directors or similar governing body.

Article 3. Capitalization; Economics

3.1 Capital. The Member will contribute $100 to the capital of the Company. The Member shall have no further obligation to make additional capital contributions to the Company.

3.2 Capital Accounts; Allocations. Capital accounts described in Treasury Regulations § 1.704-1(b), as promulgated pursuant to Internal Revenue Code section 704, shall be established and maintained in accordance with said regulations. All items of income, gain, loss and deduction will be allocated to the Member; provided, however, in the event of an assignment of all or part of the economic attributes of an interest in the Company, the aforementioned items will be allocated ratably in accordance with the respective assigned and retained economic interests. The Member or its designee will keep a record of the Member’s contributions to the Company, the Company’s income, gains, tosses and deductions, and its distributions to the Member, similar records shall be maintained for any other party holding an economic interest in the Company.

3.3 Interest. The Member is not to be paid interest on its capital contribution(s) to the Company.

3.4 Distributions. Prior to the winding-up and liquidation of the Company, the Member may, in its sole discretion, cause the Company to make distributions of cash or other property to the Member; provided, however, in the event of an assignment of all or part of the Member’s rights to distributions, distributions payable to the assignee of said rights shall be distributed directly to said assignee. Upon winding up and liquidation of the Company, all assets of the Company shall be distributed in the manner and in the order of priority as provided in the Act.

Article 4. Management

4.1 Management by Member and Officers. The Company shall be managed by the Member and by Officers appointed by the Member and at all times in accordance with Section 1.6.

4.2 Government Security Committee. To the extent required to comply with Section 1.6, the Company will maintain a “Government Security Committee.”

4.3 Officers of the Company. As of the date of this Agreement the Officers of the Company shall be:

E. Preston Rahe, Jr.	President
Paul D. Grefenstette	Vice President, Finance and Accounting
Earl L. Ward	Vice President and Treasurer
Stephen G. Hanks	Vice President
Thomas H. Zarges	Vice President
George H. Juetten	Vice President
Richard D. Parry	Vice President and Assistant Secretary
Matthew W. A. Alan	Secretary

Jeffrey Bair	Assistant Secretary
Suzanne. M. Bowman	Assistant Secretary
Craig G. Taylor	Assistant Secretary
Lisa H. Ross	Assistant Treasurer
Donna E. Nichols	Corporate Security Officer

The Company may have such additional Officers as are appointed, from time to time, by the Member. The Member may establish, increase, reduce or otherwise modify responsibilities for the Officers or may create or eliminate offices as the Member considers appropriate. Any Officer may be removed at any time by the Member. The Officers of the Company have the authority, responsibilities and duties as are customary for officers holding similar positions with respect to businesses conducted in corporate form and such additional authority, responsibilities and duties as the Member may determine, from time to time. Any number of offices may be held by the same person. Each Officer holds office until his successor is appointed or elected or until his or her earlier resignation or removal. Any Officer may resign at any time upon written notice to the Company.

4.4 Duties of the Officers. In addition to obligations imposed by other provisions of this Agreement, each Officer will devote to the Company such time as is reasonably necessary and his best efforts to carry out the business of the Company and to accomplish its purposes.

Article 5. Standard of Care; Indemnification

5.1 Standard of Care.

(a) Any Member or any director, trustee or officer of any Member serving on behalf of the Company, and any Officer or employee of the Company in the performance of his, her or its duties, is entitled to rely in good faith on information, opinions, reports or statements presented to the Company by any of its other Members, Officers, employees or committees of the Company, or by any other Person, as to matters the Member or any director, trustee or officer of any Member serving on behalf of the Company, and any Officer or employee of the Company reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Company or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid.

(b) Each Officer will perform his or her duties as an Officer in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with the care that an ordinarily prudent person in a similar position would use under similar circumstances.

(c) An Officer cannot be found to have violated Section 5.1(b) unless it is proved, by clear and convincing evidence, in an action brought against the Officer, that he has not met the standard of Section 5.1 (b).

(d) An Officer is liable in damages for any action that he or she takes or fails to take as a director only if it is proved, by clear and convincing evidence, that his or her action or failure to act involved (i) an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company, (ii) acts or omissions not in good faith or which involved intentional misconduct or knowing violation of the law, or (iii) any transaction from which the Officer derived an improper personal benefit.

5.2 Right to indemnity. If any Member or assignee or any trustee, director, officer, partner, member, or director of any Member or assignee serving on behalf of the company; the board of

directors or managers of any Subsidiary or any committee thereof; or any officer of the Company or any Subsidiary (an “Indemnitee”) was or is a party or is threatened to be made a party in any threatened, pending or completed action, suit, proceeding or investigation involving a cause of action or alleged cause of action for damages or other relief arising from or related to the business or affairs of the Company or any Subsidiary or the offer or sale of any Interest, the Company (but without recourse to the separate assets of the Member or any assignee) shall indemnify the indemnitee against all losses, costs and expenses, including Judgments and amounts paid in settlement and attorneys fees actually and reasonably incurred by the indemnitee in connection with the action, suit, proceeding or investigation, so long as the Indemnitee has met the standard set forth in Section 5.1(b) and, with respect to any criminal action, proceeding or investigation, that she, he, or it had reasonable cause to believe his, hers or its conduct was not unlawful. The termination of any action, suit, proceeding or investigation by judgment, order, settlement or conviction upon a plea of nolo contendere or its equivalent shall not, of itself; create a presumption that an Indemnitee did not act in good faith and in a manner she, he, or it reasonably believed to be in the best interests of the Company or such Subsidiary and with the care that an ordinarily prudent person in a like position would use under similar circumstances and, with respect to any criminal action, proceeding or investigation, that she, he, or it had reasonable cause to believe his, hers or its conduct was not unlawful.

5.3 Member Determination. Unless indemnification is ordered by a court, the determination for purposes of Section 5.2 whether an Indemnitee met the standard set forth in this Agreement shall be made in the specific case by the Member.

5.4 Advancement of Expenses. Expenses, including attorneys’ fees, incurred by any Indemnitee (other than any employee or agent of the Company who is not an officer of the Company) in defending any action, suit, proceeding or investigation shall be paid by the Company as they are incurred, in advance of the final disposition of the action, suit, proceeding or investigation, upon the terms and conditions as the Member shall determine. Reasonable expenses, including court costs and attorney’s fees, of the type referred to above in this Section 5.4 incurred by an employee or agent of the Company who is not also an officer of the Company may be so paid in the discretion of the Member upon such terms and conditions, if any, as the Member deems appropriate.

5.5 Other Rights to Indemnity or Reimbursement; Survival. Notwithstanding the foregoing, indemnification under this Article 5 shall be provided only with respect to losses, costs, expenses, judgments and amounts which otherwise are not compensated for by insurance carried for the benefit of the Company or its Subsidiaries. Any indemnification pursuant to this Agreement shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any rule of law (whether common law or statutory), agreement or arrangement, whether as to action in an official capacity or as to action in another capacity while holding such position or while employed by or acting as agent for the Company or its Subsidiaries, and shall continue as to an Indemnitee who has ceased to serve in any capacity on behalf of the Company or its Subsidiaries and shall inure to the benefit of the heirs, successors, executors and administrators of the Indemnitee.

5.6 Indemnification of Employees and Agents. The Company may indemnify any employee or agent of the Company or its Subsidiaries and any employee or Affiliate of any Member serving on behalf of the Company or its Subsidiaries upon such terms and conditions, if any, as the Member considers appropriate.

5.7 Savings Clause. If this Article 5 or any portion of this Article shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each Indemnitee as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in

settlement with respect to any action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, including any action by or in the right of the Company or any Subsidiary, to the full extent permitted by any applicable portion of this Article that shall not have been invalidated and to the fullest extent permitted by applicable law.

Article 6. Dissolution and Final Liquidation

6.1 Dissolution. Notwithstanding the retirement, resignation, expulsion, bankruptcy or dissolution of the Member, or the occurrence of any other event that terminates the continued membership of the Member in the Company, the term of the Company shall continue from the date of its formation in perpetuity, unless earlier dissolved on the earliest to occur of

(A) An election to dissolve the Company made by written consent of the Member; or

(B) The entry of a decree of judicial dissolution under the Act.

6.2 Winding Up. On the dissolution of the Company, the Company’s affairs shall be wound up as soon as reasonably practicable. The winding up shall be accomplished by the Member.

6.3 Distribution of Assets. On the winding up of the Company, its assets shall be applied in the manner, and in the order of priority, provided for in the Act.

Article 7. General

7.1 Governing Law. This agreement is governed by and is to be construed under the laws of Delaware, without giving effect to its rules of conflicts of laws.

7.2 Construction. The headings contained in this Agreement are for reference purposes only and do not affect the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, include all other genders. Unless otherwise specifically states, references to Sections or articles refer to the Sections and Articles of this Agreement.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the date first above written.

Washington Group International, Inc.
By:
	Name:	E. Preston Rahe, Jr.
	Title:	President of Energy & Environment

EX-3.37

Exhibit 3.37

	DEAN HELLER Secretary of State 101 North Carson Street, Suite 3 Carson City, Nevada 68701-4786 (775) 664 5708	Limited-Liability Company Articles of Organization (PURSUANT TO NRS 88)	Office Use Only
	Important: Read attached instructions before completing form.

1.	Name of Limited-Liability Company:	Morrison Knudsen LLC
2.	Resident Agent Name and Street Address: [ILLEGIBLE]	CSC SERVICES OF NEVADA, INC.
		Name
		502 East John Street                                         Carson City			,	NEVADA	89706
		Street Address		City			Zip Code
3.	Dissolution Date: [ILLEGIBLE]	Latest date upon which the company is to dissolve (if existence is not perpetual):
4.	Management: (check one)	Company shall be managed by    X     Manager(s) OR              Members
	Names Addresses, of Manager(s) or Members: [ILLEGIBLE]	Morrison Knudsen Corporation
		Name
		720 Park Boulevard                                              Boise			,	ID	83712
		Street Address		City		State	Zip Code
		Name
					,
		Street Address		City		State	Zip Code
		Name
					,
		Street Address		City		State	Zip Code
5.	Other Matters: (see instructions.)	Number of additional pages attached:     1.     Consent to use Morrison Knudsen name.
6.	Names, Addresses and Signatures of Organizer(s): [ILLEGIBLE]	Morrison Knudsen Corporation
		Name		Signature   Craig G. Taylor, Secretary
		720 Park Boulevard                                              Boise			,	ID	83712
		Address		City		State	Zip Code
		Name		Signature
					,
		Address		City		State	Zip Code
7.	Certificate of Acceptance of Appointment of Resident Agent:	I,	CSC SERVICES OF NEVADA, INC.	hereby accept appointment as Resident Agent for the above named limited-liability company. 6-15-2000
		BY:
		Signature of Resident Agent		Date

This form must be accompanied by appropriate fees. See attached fee schedule. Nevada Secretary of State Form LLCART1000.01 Revised on: 03/07/00

	DEAN HELLER Secretary of State 101 North Carson Street, Suite 3 Carson City, Nevada 89701-4786 (775) 684 5708	Amendment to Articles of Organization (PURSUANT TO NRS 86.221)	Office Use Only
	Important: Read attached instructions before completing form.

Certificate of Amendment to Articles of Organization

For a Nevada Limited-Liability Company

(Pursuant to NRS 86.221)

-Remit in Duplicate-

1.	Name of limited-liability company:	Morrison Knudsen LLC
2.	Date of filing of the articles of organization: 06/16/2000.
3.	The articles have been amended as follows (provide articles numbers, if available):*
	Article 1, Name of Limited Liability Company, has been changed to read: Ohio Operations & Maintenance LLC
4.	Signature (must be signed by at least one manager or by a managing member).

Signature    Craig G. Taylor, Secretary

* 1) If adding managers, provide names and addresses.

2) If amending company name, it must contain the words “Limited-Liability Company,” “Limited Company,” or “Limited” or the abbreviations “Ltd.,” “L.L.C.,” or “L.C.,” “LLC” or “LC.” The word “Company” may be abbreviated as “Co.”

FILING FEE: $75.00

IMPORTANT: Failure to include any of the above information and remit the proper fees may cause this filing to be rejected.

Nevada Secretary of State Form 86.221 AMEND LLC.01

Revised on 03/07/00

	DEAN HELLER Secretary of State 101 North Carson Street, Suite 3 Carson City, Nevada 89701-4786 (775) 684 5708	Amendment to Articles of Organization (PURSUANT TO NRS 86.221)	Office Use Only
	Important: Read attached instructions before completing form.

Certificate of Amendment to Articles of Organization

For a Nevada Limited-Liability Company

(Pursuant to NRS 86.221)

-Remit in Duplicate-

1.	Name of limited-liability company:	Ohio Operations & Maintenance LLC
2.	Date of filing of the articles of organization: 06/16/2000.
3.	The articles have been amended as follows (provide articles numbers, if available):*
	Article 1, Name of Limited Liability Company, has been changed to read: Ohio Services LLC
4.	Signature (must be signed by at least one manager or by a managing member).

Signature    Craig G. Taylor, Secretary

* 1) If adding managers, provide names and addresses.

2) If amending company name, it must contain the words “Limited-Liability Company,” “Limited Company,” or “Limited” or the abbreviations “Ltd.,” “L.L.C.,” or “L.C.,” “LLC” or “LC.” The word “Company” may be abbreviated as “Co.”

FILING FEE: $75.00

IMPORTANT: Failure to include any of the above information and remit the proper fees may cause this filing to be rejected.

	DEAN HELLER Secretary of State 101 North Carson Street, Suite 3 Carson City, Nevada 89701-4786 (775) 684 5708	Amendment to Articles of Organization (PURSUANT TO NRS 86.221)	Office Use Only
	Important. Read attached instructions before completing form.

Certificate of Amendment to Articles of Organization

For a Nevada Limited-Liability Company

(Pursuant to NRS 86.221)

-Remit in Duplicate-

1.	Name of limited-liability company:	Ohio Services LLC
2.	Date of filing of the articles of organization: 06/16/2000.
3.	The articles have been amended as follows (provide articles numbers, if available):*
	Article 1, Name of Limited Liability Company, has been changed to read: Washington Ohio Services LLC
4.	Signature (must be signed by at least one manager or by a managing member).

Signature    Craig G. Taylor, Secretary

* 1) If adding managers, provide names and addresses.

2) If amending company name, it must contain the words “Limited-Liability Company,” “Limited Company,” or “Limited” or the abbreviations “Ltd.,” “L.L.C.,” or “L.C.,” “LLC” or “LC.” The word “Company” may be abbreviated as “Co.”

FILING FEE: $75.00

IMPORTANT: Failure to include any of the above information and remit the proper fees may cause this filing to be rejected

Nevada Secretary of State Form 86.221 AMEND LLC.01

Revised on 03/07/00

	ROSS MILLER Secretary of State 202 North Carson Street Carton City, Nevada 89701-4201 (775) 684 5708 Website: www.nvsos.gov
		Filed in the office of Ross Miller Secretary of State State of Nevada	Document Number 20080825857-15
Statement of Change of Registered Agent by Represented Entity (PURSUANT TO NRS 77.340)			Filing Date and Time 12/22/2008 10:20 AM
			Entity Number LLC5729-2000

USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY            

1.	Name of Entity as currently on file:
Washington Ohio Services LLC

2. Entity File Number:   LLC5729-2000

3.	Type of information being changed by this statement: (check only one)
	þ  Change of Commercial Registered Agent
	¨  Change of Name and Address of Noncommercial Registered Agent
	¨  Change of Name, Title of Office or Other Position with Entity to whom service is to be sent and Address of the Business Office of that Person.
4.	Information in effect upon the filing of this statement:
a)	Commercial Registered Agent: (change requires a signed registered agent acceptance)
	The Corporation Trust Company of Nevada
	Name
b)	Noncommercial Registered Agent: (change requires a signed registered agent acceptance)
	Name
			Nevada
	Street Address	City		Zip Code
			Nevada
	Mailing Address (if different from street address)	City		Zip Code
c)	Title of Office or Other Position with Entity:
	Name of Title or Position
			Nevada
	Street Address	City		Zip Code
			Nevada
	Mailing Address (if different from street address)	City		Zip Code

5.	Signature of Represented Entity:	X		12/09/2008
		Authorized Signature Jennifer Shanders-Manager		Date

6. I hereby accept appointment as Registered Agent for the above named Entity.

		Megan G. Ware
X		Assistant Secretary	12/09/2008
Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity			Date

Megan Ware Assistant Secretary

FEE: $60.00

This form must be accompanied by appropriate fees.   NVO17 - 07/02/2004 C T System Online Nevada Secretary of State Form RA Change by Entity Effective 7-1-08

EX-3.38

Exhibit 3.38

LIMITED LIABILITY COMPANY AGREEMENT OF

WASHINGTON OHIO SERVICES LLC

This Limited Liability Company Agreement (“Agreement”), dated as of January 31, 2008, is made by Washington Group International, Inc., an Ohio corporation, the sole Member of Washington Ohio Services LLC (the “Company”). Unless the context otherwise requires, terms that are capitalized and not otherwise defined in context have the meanings set forth or cross referenced in Article 2 of this Agreement.

Article 1. Organization

1.1 Formation of the Company; Term. The company is a limited liability company under the Act, governed by this Agreement. The Company is an entity separate from its sole Member, created by the execution and filing with the Secretary of State of Nevada of the Articles of Organization of Morrison Knudsen LLC on June 16, 2000 (which subsequently changed its name, by amendment to such articles, to Ohio Operations & Maintenance LLC; which subsequently changed its name, by amendment to such articles, to Ohio Services LLC). Unless sooner dissolved and liquidated in accordance with Article 6, the Company is to continue in perpetuity.

1.2 Name. The name of the Company is Washington Ohio Services LLC.

1.3 Purpose of the Company. The purpose of the Company is to engage in any lawful act or activity for which limited liability companies may be organized under the Act.

1.4 Principal Place of Business, Office and Agent. The principal place of business and mailing address of the Company, and the office where the records required by the Act are kept is in Boise, Idaho, or at such other location selected, from time to time, by the Member. The registered office of the Company in Nevada is at the office of the statutory agent of the Company in Nevada. The statutory agent of the Company in Nevada is CSC Services of Nevada, Inc., 502 East John Street, Carson City, Nevada, 89706. The Board may, from time to time, change the statutory agent or the principal place of business of the Company, without reflecting the change in this Agreement.

1.5 Fictitious Business Name Statement; Other Certificates. The Officers may, from time to time, register the Company as a foreign limited liability company and file fictitious or trade name statements or certificates in those jurisdictions and offices as the Officers consider necessary or appropriate. The Company may do business under any fictitious business names approved by the Board of Directors. The Board may, from time to time, file or cause to be filed certificates of amendment, certificates of cancellation, or other certificates as the Board reasonably considers necessary or appropriate under the Act or under the law of any jurisdiction in which the Company is doing business to establish and continue the Company as a limited liability company or to protect the limited liability of the Member.

1.6 The name of the sole initial Member is Washington Group International, Inc., which is an Ohio corporation. No other Person shall be admitted as a member of the Company without the prior written approval of Washington Group International, Inc.

Article 2. Definitions

Act means the Nevada Limited Liability Company Act, Nevada Code Title 7, Chapter 86 (Sections 86-011, et seq.), as amended from time to time. Any reference to the Act automatically includes a reference to any subsequent or successor limited liability company law in Nevada.

Affiliate means, with respect to any Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with the specified person. A Person controls another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the “controlled” Person, whether through ownership of voting securities, by contract, or otherwise. Affiliate also includes any Person who is related by blood or marriage to the Person in question.

Agreement means this Agreement as amended from time to time.

Board or Board of Directors means the Board of Directors created under Section 4.1.

Company means Washington Ohio Services LLC.

Fiscal Year means the fiscal year of the Company as determined from time to time, and, initially, means a fiscal year ending on the Friday nearest to December 31^st of each year; provided that the Member, subject to applicable tax law, may change the Fiscal Year at its election at any time.

Member means Washington Group International, Inc., an Ohio corporation.

Officer or Officers means any Officer or Officers appointed as provided in Article 4.

Person means any natural person, partnership (whether general or limited or whether domestic or foreign), limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or representative capacity.

Subsidiary means any entity with respect to which, and at the time in question, either (a) the Company owns more than 50% of the equity or other ownership interests, or (b) the Company has the right to appoint or elect a majority of the board of directors or similar governing body.

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Article 3. Capitalization; Economics

3.1 Capital. The Member will contribute $100 to the capital of the Company. The Member shall have no further obligation to make additional capital contributions to the Company.

3.2 Capital Accounts; Allocations. Capital accounts described in Treasury Regulations § 1.704-1(b), as promulgated pursuant to Internal Revenue Code section 704, shall be established and maintained in accordance with said regulations. All items of income, gain, loss and deduction will be allocated to the Member; provided, however, in the event of an assignment of all or part of the economic attributes of an interest in the Company, the aforementioned items will be allocated ratably in accordance with the record of the Member’s contributions to the Company, the Company’s income, gains, losses and deductions, and its distributions to the Member, similar records shall be maintained for any other party holding an economic interest in the Company.

3.3 Interest. The Member is not to be paid interest on its capital contribution(s) to the Company.

3.4 Distributions. Prior to the winding-up and liquidation of the Company, the Member may, in its sole discretion, cause the Company to make distributions of cash or other property to the Member; provided, however, in the event of an assignment of all or part of the Member’s rights to distributions, distributions payable to the assignee of said rights shall be distributed directly to said assignee. Upon winding up and liquidation of the Company, all assets of the Company shall be distributed in the manner and in the order of priority as provided in the Act.

Article 4. Management

4.1 Management of the Company. The Company shall be managed under the direction of a board of directors (the “Board of Directors) of at least three (3) individuals to be appointed by the Member from time to time, and by Officers appointed by the Board of Directors and at all times in accordance with Section 1.6.

4.2 Action by Board of Directors; Authority to Bind the Company. The Board of Directors shall meet at such times and shall take such actions as it shall deem necessary. The Board of Directors shall take action only by the affirmative vote of a majority of the directors. The Board of Directors may not act by proxy. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meting and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by all of the directors then in office.

4.3 Notwithstanding any other provision of this Agreement and any provision of law, the Directors shall not, without the prior written consent of all of the Members (i)

3

dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt or insolvent, (ii) consent to the institution of bankruptcy or insolvency proceedings against it or to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (iii) file a petition seeking reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (iv) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a part of its property, (v) make a general assignment for the benefit of creditors, (vi) admit in writing its inability to pay its debts generally as they become due, (vii) sell or otherwise dispose of or encumber all or any material portion of its assets, in any single transaction or series of transactions, or (viii) take any corporate action in furtherance of the actions set forth in clauses (i) through (vii) of this Section 4.3.

4.4 Duties of Directors. The Directors shall perform his or her management duties hereunder in good faith and with that degree of care than an ordinarily prudent person would exercise under the same circumstances. Bach of the Directors shall be entitled to rely, in the performance of such duties, on information, opinions, reports or statements, including financial statements, in each case prepared by one or more officers, agents, consultants or employees, counsel, accountants or other persons employed by the Company as to matters that such Director believes to be within such person’s competence,

4.5 Officers of the Company. The Company shall have officers, as are appointed from time to time, by the Board of Directors. The Board of Directors may establish, increase, reduce or otherwise modify responsibilities for the Officers or may create or eliminate offices as the Board of Directors considers appropriate. Any Officer may be removed at any time by the Board of Directors. The Officers of the Company have the authority, responsibilities and duties as are customary for officers holding similar positions with respect to businesses conducted in corporate form and such additional authority, responsibilities and duties as the Board of Directors may determine, from time to time. Any number of offices may be held by the same person. Each Officer holds office until his successor is appointed or elected or until his or her earlier resignation or removal. Any Officer may resign at any time upon written notice to the Company.

4.6 Duties of the Officers. In addition to obligations imposed by other provisions of this Agreement, each Officer will devote to the Company such time as is reasonably necessary and his best efforts to carry out the business of the Company and to accomplish its purposes.

Article 5. Standard of Care; Indemnification

5.1 Standard of Care.

(a) Any Member or any director, trustee, or officer of any Member serving on behalf of the Company, and any Officer or employee of the Company in the performance of his, her or its duties, is entitled to rely in good faith on information, opinions, reports or statements presented to the Company by any

4

of its other Members, Directors, Officers, employees or committees of the Company, or by any other Person, as to matters the Member of any Director, trustee or Officer of any Member serving on behalf of the Company, and any Officer or employee of the Company reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liability, profits or losses of the Company or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid.

(b) Each Officer will perform his or her duties as an Officer in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with the care that an ordinarily prudent person in a similar position would use under similar circumstances.

(c) An Officer cannot be found to have violated Section 5.1(b) unless it is proved, by clear and convincing evidence, in an action brought against the Officer, that he has not met the standard of Section 5.1(b).

(d) An Officer is liable in damages for any action that he or she takes or fails to take as a director only if it is proved, by clear and convincing evidence, that his or her action or failure to act involved (i) an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company, (ii) acts or omissions not in good faith or which involved intentional misconduct or knowing violation of the law, or (iii) any transaction from which the Officer derived an improper personal benefits.

5.2 Right to Indemnity. If any Member or assignee or any trustee, director, officer, partner, member, or director of any Member or assignee serving on behalf of the company; the board of directors or managers of any Subsidiary or any committee thereof; or any director or officer of the Company or any Subsidiary (an “Indemnitee”) was or is a party or is threatened to be made a party in any threatened, pending or completed action, suit, proceeding or investigation involving a cause of action or alleged cause of action for damages or other relief arising from or related to the business or affairs of the Company or any Subsidiary or the offer or sale of any Interest, the Company (but without recourse to the separate assets of the Member or any assignee) shall indemnify the Indemnitee against all losses, costs and expenses, including judgments and amounts paid in settlement and attorneys fees actually and reasonably incurred by the Indemnitee in connection with the action, suit, proceeding or investigation, so long as the Indemnitee has met the standard set forth in Section 5.1(b) and, with respect to any criminal action, proceeding or investigation, that she, he, or it had reasonable cause to believe his, hers or its conduct was not unlawful. The termination of any action, suit, proceeding or investigation by judgment, order, settlement or conviction upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that an Indemnitee did not act in good faith and in a manner she, he or it reasonably believed to be in the best interests of the Company or such

5

subsidiary and with the care that an ordinarily prudent person in a like position would use under similar circumstances and, with respect to any criminal action, proceeding or investigation, that she, he or it had reasonable cause to believe his, hers or its conduct was not unlawful.

5.3 Member Determination. Unless indemnification is ordered by a court, the determination for purposes of Section 5.2 whether an Indemnitee met the standard set forth in this Agreement shall be made in the specific case by the Member.

5.4 Advancement of Expenses. Expenses, including attorneys fees, incurred by any Indemnitee (other than any employee or agent of the Company who is not an officer of the Company) in defending any action, suit, proceeding or investigation shall be paid by the Company as they are incurred, in advance of the final disposition of the action, suit, proceeding or investigation, upon the terms and conditions as the Member shall determine. Reasonable expenses, including court costs and attorneys fees, of the type referred to above in this Section 5.4 incurred by an employee or agent of the Company who is not also an officer of the Company may be so paid in the discretion of the Member upon such terms and conditions, if any, as the Member deems appropriate.

5.5 Other Rights to Indemnity or Reimbursement; Survival. Notwithstanding the foregoing, indemnification under this Article 5 shall be provided only with respect to losses, costs, expenses, judgments and amounts which otherwise are not compensated for by insurance carried for the benefit of the Company or its Subsidiaries. Any indemnification pursuant to this Agreement shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any rule of law (whether common law or statutory), agreement or arrangement, whether as to action in an official capacity or as to action in another capacity while holding such position or while employed by or acting as agent for the Company or its Subsidiaries, and shall continue as to an Indemnitee who has ceased to serve in any capacity on behalf of the Company or its Subsidiaries and shall inure to the benefit of the heirs, successors, executors and administrators of the Indemnitee.

5.6 Indemnification of Employees and Agents. The Company may indemnify any employee or agent of the Company or its Subsidiaries and any employee or Affiliate or any Director serving on behalf of the Company or its Subsidiaries upon such terms and conditions, if any, as the Member considers appropriate.

5.7 Savings Clause. If this Article 5 or any portion of this Article shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each Indemnitee as to costs, charges and expenses (including attorneys fees), judgments, fines and amounts paid in settlement with respect to any action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, including any action by or in the right of the Company or any Subsidiary, to the full extent permitted by any applicable portion of this Article that shall not have been invalidated and to the fullest extent permitted by applicable law.

6

Article 6. Dissolution and Final Liquidation

6.1 Dissolution. Notwithstanding the retirement, resignation, expulsion, bankruptcy or dissolution of the Member, or the occurrence of any other event that terminates the continued membership of the Member in the Company, the term of the Company shall continue from the date of its formation in perpetuity, unless earlier dissolved on the earliest to occur of:

(a) An election to dissolve the Company made by written consent of the Member and the Board of Directors; or

(b) The entry of a decree of judicial dissolution under the Act.

6.2 Winding Up. On the dissolution of the Company, the Company’s affairs shall be wound up as soon as reasonably practicable. The winding up shall be accomplished by the Member.

6.3 Distribution of Assets. On the winding up of the Company, its assets shall be applied in the manner, and in the order of priority, provided for in the Act.

Article 7. General

7.1 Governing Law. This agreement is governed by and is to be construed under the laws of Nevada, without giving effect to its rules of conflicts of laws.

7.2 Construction. The headings contained in this Agreement are for reference purposes only and do not affect the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, include all other genders. Unless otherwise specifically stated, references to Sections or Articles refer to the Sections and Articles of this Agreement.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the date first above written.

Washington Group International, Inc.
By:
	Name:	Richard D. Parry
	Title:	Senior Vice President and General Counsel

7

EX-3.39

Exhibit 3.39

Utah Department of Commerce Division of Corporations & Commercial Code 160 East 300 South, 2nd Floor, S.M. Box 146705 Salt Lake City, UT 84114-6705 Phone: (801) 530-4849 Toll Free: (877)526-3994 Utah Residents Fax: (801) 530-6438 Web Site: http://www.commerce.utah.gov

Registration Number:	1044873-0142	September 25, 2007
Business Name:	EG&G DEFENSE MATERIALS, INC.
Registered Date:	SEPTEMBER 07, 1999

CERTIFIED COPY OF

ARTICLES OF INCORPORATION

THE UTAH DIVISION OF CORPORATIONS AND COMMERCIAL CODE (“DIVISION”) HEREBY CERTIFIES THAT THE ATTACHED IS TRUE, CORRECT, AND COMPLETE COPY OF THE ARTICLES OF INCORPORATION OF

EG&G DEFENSE MATERIALS, INC.

AS APPEARS OF RECORD IN THE OFFICE OF THE DIVISION.

    Kathy Berg Director Division of Corporations and Commercial Code

Dept. of Professional Licensing	Real Estate	Public Utilities	Securities	Consumer Protection
(801)530-6628	(801)530-6747	(801)530-6651	(801)530-6600	(801)530-6601

ARTICLES OF INCORPORATION   OF   EG&G Defense Materials, Inc.   We, the undersigned natural persons of the age of twenty-one years or more, acting as incorporators of a corporation under the Utah Business Corporation Act, adopt the following Articles of Incorporation for such corporation:   FIRST: The name of the corporation is EG&G Defense Materials, Inc.   SECOND: The period of its duration is perpetual.   THIRD: The purpose or purposes for which the corporation is organized are: To provide engineering and technical services to government agencies and commercial entities.   FOURTH: The aggregate number of shares which the corporation shall have authority to issue is One Thousand (1,000.00) of the par value of One Dollar ($1.00) each.   FIFTH: The Directors will have the authority to establish series of any preferred or special class of stock, should any be authorized from time to time; and to fix and determine the variations in the relative rights and preferences between series.   SIXTH: The corporation will not commence business

until consideration of the value of at least $1,000 has been received for the issuance of shares.

SEVENTH: Provisions limiting or denying to shareholders the preemptive right to acquire additional or treasury shares of the corporation are:

No shareholder shall have pre-emptive rights to acquire any additional shares of stock whether now or hereafter authorized.

EIGHTH: The post office address of its initial registered office is c/o C T Corporation System, 50 West Broadway 8th Fl., Salt Lake City, Utah 84101, and the name of its initial registered agent at such address is C T CORPORATION SYSTEM.

NINTH: The number of directors constituting the initial board of directors of the corporation is three (3), and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are:

NAME	ADDRESS
John R. Dolan	c/o EG&G, Inc., 45 William St. Wellesley, Mass 02181
Leo M. Kelly	c/o EG&G, Inc., 45 William St. Wellesley, Mass 02181
Donald M. Kerr	c/o EG&G, Inc., 45 William St. Wellesley, Mass 02181

TENTH: The name and address of each incorporator is:

NAME	ADDRESS
Patricia Leary	2 Oliver St., Boston, MA 02109
Mara G. Delaney	2 Oliver St., Boston, MA 02109
Salvina Amenta-Gray	2 Oliver St., Boston, MA 02109

Dated September 5, 1989

Patricia Leary, Incorporator

Mara G. Delaney, Incorporator

Salvina Amenta-Gray, Incorporator

STATE OF Massachusetts	)
	)    SS.
COUNTY OF Suffolk	)

I, Mark Hennessey, a notary public, hereby certify that on the 5th day of September, 1989, personally appeared before me Patricia Leary, Mara G. Delaney, and Salvina Amenta-Gray, who being by me first duly sworn, severally declared that they are the persons who signed the foregoing document as incorporators and that the statements therein contained are true.

In witness whereof, I have hereunto set my hand and seal this 5th day of September, A.D. 1989.

	My commission expires		.
	MARK HENNESSEY, Notary Public
	My Commission Expires Oct 14, 1994	Notary Public

C T CORPORATION HAVING BEEN DESIGNATED TO ACT AS REGISTERED AGENT HEREBY AGREES TO ACT IN THIS CAPACITY.

C T CORPORATION SYSTEM

Elizabeth F. Gaffney,

Assistant Secretary

EX-3.40

Exhibit 3.40

AMENDED AND RESTATED BYLAWS

OF

EG&G DEFENSE MATERIALS, INC.

A Utah Corporation

(Amended and Restated as of September 9, 2004)

* * * * *

ARTICLE I

OFFICES

Section 1. The registered office shall be located in Salt Lake City, Utah.

Section 2. The Corporation may also have offices at such other places both within and without the State of Utah as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

ANNUAL MEETINGS OF SHAREHOLDER

Section 1. All meetings of shareholders for the election of directors may be held anywhere in the United States.

Section 2. Annual meetings of shareholders, commencing with the year 1990, shall be held on the 1st Monday in May if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 A.M., at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3. Written or printed notice of the annual meeting stating the place, day and hour of the meeting shall be delivered no less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

ARTICLE III

SPECIAL MEETINGS OF SHAREHOLDERS

Section 1. Special meetings of shareholders for any purpose other than the election of directors may be held at such time and place within or without the State of Utah as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Special meetings of the shareholders, for any purpose or purposes may be called by the chairman of the board or the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of shareholders owning one-tenth of all the outstanding shares of the corporation. Such request shall state the purpose or purposes of the proposed meeting and business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

Section 3. Written or printed notice of a special meeting stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

Section 4. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

ARTICLE IV

QUORUM AND VOTING OF STOCK

Section 1. The holders of a majority of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the articles of incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

Section 2. If a quorum is present, the affirmative vote of a majority of the shares of stock represented at the meeting shall be the act of the shareholders unless the vote of a greater number of shares of stock is required by law or the articles of incorporation.

Section 3. Each outstanding share of stock, having voting power, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.

Section 4. Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE V

DIRECTORS

Section 1. The authorized number of directors shall be determined from time to time by resolution of the board of directors, provided that the board of directors shall consist of at least one member. Directors need not be residents of the State of Utah nor shareholders of the corporation. The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first board of directors shall hold office until the first annual meeting of shareholders.

Section 2. Vacancies and newly created directorships resulting from any increase in the number of directors may be filled by a majority of the directors then in office, though less than a quorum, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify.

Section 3. The business affairs of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these by-laws directed or required to be exercised or done by the shareholders.

Section 4. The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside of the State of Utah, at such place or places as they may from time to time determine.

Section 5. The board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise.

ARTICLE VI

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Meetings of the board of directors, regular or special, may be held either within or without the State of Utah.

Section 2. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

Section 3. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

Section 4. Special meetings of the board of directors may be called by the president on two (2) days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.

Section 5. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

Section 6. A majority of the directors shall constitute a quorum for the transaction of business unless a greater number is required by law or by the articles of incorporation. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute or by the articles of incorporation. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 7. Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

ARTICLE VII

EXECUTIVE COMMITTEE

Section 1. The board of directors, by resolution adopted by a majority of the number of directors fixed by the by-laws or otherwise, may designate two or more directors to constitute an executive committee, which committee, to the extent provided in such resolution, shall have and exercise all of the authority of the board of directors in the management of the corporation, except as otherwise required by law. Vacancies in the membership of the committee shall be filled by the board of directors at a regular or special meeting of the board of directors. The executive committee shall keep regular minutes of its proceedings and report the same to the board when required.

ARTICLE VIII

NOTICES

Section 1. Whenever, under the provisions of the statutes or of the articles of incorporation or of these by-laws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

Section 2. Whenever any notice whatever is required to be given under the provisions of the statutes or under the provisions of the articles of incorporation or these by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX

OFFICERS

Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers.

Section 2. The board of directors at its first meeting after each annual meeting of shareholders shall choose a president, one or more vice-presidents, a secretary and a treasurer, none of whom need be members of the board.

Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the Corporation.

THE VICE-PRESIDENTS

Section 8. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section. 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 13. If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 14. The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE X

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by certificates signed by the president or a vice-president and the secretary or an assistant secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof.

When the corporation is authorized to issue shares of more than one class there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the corporation will furnish to any shareholder upon request and without charge, a full statement of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued and, if the corporation is authorized to issue any preferred or special class in series, the variations in the relative rights and preferences between the shares of each such series so far as the same have been fixed and determined and the authority of the board of directors to fix and determine the relative rights and preferences of subsequent series.

Section 2. The signatures of the officers of the corporation upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.

LOST CERTIFICATES

Section 3. The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

TRANSFERS OF SHARES

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and that old certificate cancelled and the transaction recorded upon the books of the corporation.

CLOSING OF TRANSFER BOOKS

Section 5. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such data in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

REGISTERED SHAREHOLDERS

Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall hot be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Utah.

LIST OF SHAREHOLDERS

Section 7. The officer or agent having charge of the transfer books for shares shall make, at least ten days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of each and the number of shares held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of the shareholders.

ARTICLE XI

GENERAL PROVISIONS

DIVIDENDS

Section 1. Subject to the provisions of the articles of incorporation relating thereto, if any, dividends may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to any provisions of the articles of incorporation.

Section 2. Before payment of any dividend, there may he set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

Section 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 4. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Utah”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE XII

AMENDMENTS

Section 1. These by-laws may be altered, amended, or repealed or new by-laws may be adopted by the affirmative vote of a majority of the board of directors at any regular or special meeting of the board.

No by-law shall be adopted by the directors which shall require more than a majority of the voting shares for a quorum at a meeting of shareholders, or more than a majority of the votes cast to constitute action by the shareholders, except where higher percentages are required by law or by the articles of incorporation.

The shareholders shall have the right to change or repeal any by-laws adopted by the directors.

EX-3.41

Exhibit 3.41

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LEAR SIEGLER LOGISTICS INTERNATIONAL, INC.” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF INCORPORATION, FILED THE TWENTY-SEVENTH DAY OF APRIL, A.D. 2000, AT 3:30 O’CLOCK P.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY-FIFTH DAY OF MARCH, A.D. 2002, AT 9 O’CLOCK A.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE FIFTH DAY OF AUGUST, A.D. 2002, AT 12 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “LEAR SIEGLER LOGISTICS INTERNATIONAL, INC.”.

		/s/ Jeffrey W. Bullock
3219677        8100H		Jeffrey W. Bullock, Secretary of State
130769220		AUTHENTICATION: 0506930
		DATE: 06-12-13

You may verify this certificate online

at corp.delaware.gov/authver.shtml

STATE of DELAWARE

CERTIFICATE of INCORPORATION

OF

LEAR SIEGLER LOGISTICS INTERNATIONAL, INC.

1. The name of the corporation (the “Corporation”) is Lear Siegler Logistics international, Inc.

2. The address of the registered office of the Corporation in the State of Delaware is 1209 Orange St., Wilmington,,DE 19801. County of New Castle; and the name of the registered agent of the Corporation in the State of Delaware at such address is The Corporation Trust Company.

3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4. The total number of shares of stock which the Corporation shall have authority to issue is One Thousand (1,000) and the par value of such shares is One Cent ($.0 I) amounting in the aggregate to Ten Dollars ($10.00).

5. The name and mailing address of the incorporator who shall serve until the certificate of incorporation has been filed is;

Roger Klein, Esq.

Howrey Simon Arnold & White, LLP

1299 Pennsylvania Ave., N.W.

Washington, D.C. 20004

6. The name of the individual who shall serve as director of the Corporation until his successors arc duly elected and qualified is;

John Moellering

7. No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

8. The Corporation shall have perpetual existence.

9. In furtherance and not in limitation of the powers conferred by statute, the hoard of directors is expressly authorized to make, alter or repeal the by-Laws of the corporation.

10. The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders are granted subject to this reservation.

I, The Undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 27th day of April, A.D. 2000.

BY:	/S/ Roger Klein
	Roger Klein

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 03/25/20O2

020213109 - 3219677

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

OF

LEAR SIEGLER LOGISTICS INTERNATIONAL, INC.

It is hereby certified that:

1. The name of the corporation (hereinafter called the “Corporation”) is Lear Siegler Logistics International, Inc.

2. The registered office of the Corporation within the State of Delaware is hereby changed to 9 East Loockerman Street, City of Dover 19901, County of Kent.

3. The registered agent of the Corporation within the State of Delaware is hereby changed to National Registered Agents, Inc., the business office of which is identical with the registered office of the corporation as hereby changed.

4. The Corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on February 28, 2002.

/s/ William Munkacsy

William Munkacsy, Secretary

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

*  *  *  *  *

Lear Siegler Logistics International, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware

DOES HEREBY CERTIFY:

That the registered office of the corporation in the state of Delaware is hereby changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle.

That the registered agent of the corporation is hereby changed to THE CORPORATION TRUST COMPANY, the business address of which is identical to the aforementioned registered office as changed.

That the changes in the registered office and registered agent of the corporation as set forth herein were duly authorized by resolution of the Board of Directors of the corporation.

IN WITNESS WHEREOF, the corporation has caused this Certificate to be signed by an authorized officer, this 5^th day of August 2002.

[ELIGIBLE]

Attorney in Fact for Stuart Young; VP and Genearl Counsel

DE023-6/28/01-CT System Online

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 12:00 PM 08/05/2002

020495805 - 3219677

TOTAL P.02

EX-3.42

Exhibit 3.42

BYLAWS

as amended

OF

LEAR SIEGLER LOGISTICS INTERNATIONAL, INC.

(hereinafter called the “Corporation”)

ARTICLE I. OFFICES

Section 1. Registered Office. The registered office shall be in the City of Wilmington, County of New Castle, Delaware.

Section 2. Other Offices. The Corporation may have offices at such other places either within or without the State of Delaware as the Board of Directors may from time to time appoint or as the business of the Corporation may require.

ARTICLE II. STOCKHOLDERS

Section 1. Annual Meetings. The annual meeting of the stockholders of the Corporation, for the purpose of electing directors for the ensuing year and for the transaction of such other business as may properly come before the meeting, shall be held on the first day of April each year or, if such date is a legal holiday in the State of Delaware then at the same hour on the first business day thereafter which is not a legal holiday.

Section 2. Special Meetings. A special meeting of the stockholders may be called at any time by the President or by the Board of Directors, or by the holders of not less than one-third of all the shares entitled to vote as such a meeting.

Section 3. Place of Meetings. Each annual meeting of the stockholders shall be held at the principal office of the Corporation, or at such other place within or without the State of Delaware as the Board of Directors may designate in calling such a meeting.

Section 4. Notice of Meetings. Written notice of each annual and each special meeting of the stockholders shall be given, by or at the direction of the officer or other persons calling the meeting. Such notice shall state the purpose or purposes for which the meeting is called, the time when and the place where it is to be held, and such other information as may be required by law. Except as otherwise required by law, a copy thereof shall be delivered personally or mailed in a

postage prepaid envelope, not less than ten (10) days, except if the purpose of the meeting is to act on amendment of the Articles of Incorporation or on a reduction of stated capital or on a plan of merger or consolidation in which event such notice shall be mailed not less than 15 days, or more than 50 days before such meeting, to each stockholder of record entitled to vote at such meeting, and if mailed, it shall be directed to such stockholder at his address as it appears on the stock transfer books of the Corporation, unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him be mailed to the address designated in such request. Notwithstanding the foregoing, a waiver of any notice herein or by law required, whether before or after the time of the event for which notice was required to be given, shall be the equivalent of the giving of such notice. A stockholder who attends shall be deemed to have had timely and proper notice of the meeting, unless he attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Notice of any adjourned or recessed meeting need not be given.

Section 5. Quorum. Except as otherwise provided by law, at any meeting of the stockholders of the Corporation, the presence in person or by proxy of the holders of a majority in number of the outstanding shares of stock entitled to vote at such meeting shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority in voting power of the stockholders present in person or represented by proxy and entitled to vote may adjourn the meeting from time to time and from place to place until a quorum is obtained. At any such adjourned meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting as originally called.

Section 6. Qrganization. At every meeting of the stockholders, the President, or some person appointed by him, or, in the absence of the President, a person chosen by a majority vote of the stockholders present in person or by proxy and entitled to vote, shall act as Chairman of the meeting. The Secretary, or an Assistant Secretary, or, in the discretion of the Chairman, any person designated by him, shall act as secretary of the meeting.

Section 7. Business and Order of Business. At each meeting of the stockholders such business may be transacted as may properly be brought before such meeting, whether or not such business is stated in the notice of meeting or in a waiver of notice thereof, except as otherwise by law or by these Bylaws expressly provided. The order of business at all meetings of stockholders shall be as follows:

1. Call to order.

2. Selection of secretary of the meeting.

3. Determination of quorum.

4. Appointment of voting tellers.

5. Nomination and election of directors.

6. Other business.

Section 8. Voting. Except as otherwise provided by law or by the Articles of Incorporation, holders of Common Stock shall be entitled to vote upon matters to be voted upon

by the stockholders. At each meeting of stockholders held for any purpose, each stockholder of record of stock entitled to vote thereat shall be entitled to vote the shares of such stock standing in his name on the books of the Corporation on the date determined in accordance with Section 10 of this Article, each such share entitling him to one vote.

Any stockholder entitled to vote may vote either in person or by proxy duly appointed by an instrument in writing subscribed by such stockholder (or by his attorney thereunto duly authorized) and delivered to the Secretary of the meeting; provided, however, that no proxy shall be voted on after eleven months from its date, unless said proxy provides for a longer period.

If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the vote of a greater number is required by law or the Articles of Incorporation.

The vote for directors at any such meeting shall be by ballot. In other cases, the voting shall be by voice or by ballot as the Chairman may decide, except that upon demand for a vote on any question or election, made by any stockholder or his proxy present and entitled to vote on such question or election, such vote by ballot shall immediately be taken.

Section 9. Voting List. The Secretary of the Corporation shall make, at least ten (10) days before each meeting of stockholders, a complete list of the stockholders entitled to vote at any such meeting or any adjournment thereof, with the address of and the number of shares held by each. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any stockholder during the whole time of the meeting. The original stock transfer books shall be prima facie evidence as to who are the stockholders entitled to examine such list or transfer books or to vote at any meeting of stockholders.

If the requirements of this section have not been substantially complied with, the meeting shall, on the demand of any stockholder in person or by proxy, be adjourned until the requirements are complied with.

Section 10. Record Dates. The Board of Directors may fix in advance a date not exceeding fifty (50) days preceding the date of any meeting of stockholders, or the date for payment of any dividend, or the date when any change or conversion or exchange of capital stock shall go into effect, or in connection with obtaining the consent of stockholders for any purpose, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent; and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend or to receive such allotment of rights, or to exercise such rights, or give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after

such record date fixed as aforesaid.

If no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders, or stockholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of stockholders. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as herein provided, such determination shall apply to any adjournment thereof.

Section 11. Certification of Stock. Every stockholder of the Corporation shall be entitled to a certificate or certificates, certifying the number and class of shares of the stock of the Corporation owned by him. The President or any Vice President and either the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, or any two officers of the Corporation designated by the Board of Directors, shall sign such certificates.

Section 12. Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate or stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representatives, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 13. Transfers of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 14. Action by Stockholders Without a Meeting. Any action required to be taken at a meeting of the stockholders of the Corporation, or which may be taken at such a meeting, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the stockholders entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote of stockholders.

ARTICLE III. DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed by the Board of Directors, and all corporate powers shall be exercised by the Board of Directors, except as otherwise expressly required by these Bylaws, by the Articles of Incorporation, or by law.

Section 2. Number, Term of Office and Qualifications. Until changed by an amendment to these Bylaws, the number of directors shall be not less than one nor more than fifteen. A Board of Directors shall be elected annually in the manner provided in these Bylaws, and each director shall hold office until the annual meeting next following his election and until his successor shall have been elected, or until his death, resignation or removal. No decrease in the number of directors by amendment to these Bylaws shall have the effect of shortening the term of any incumbent director. Directors need not be stockholders.

Section 3. Election of Directors. At each meeting of the stockholders for the election of directors, a quorum being present, the election shall be as provided in these Bylaws. If the election of directors shall not be held on the day designated for any annual meeting or at any adjournment of such meeting, the Board of Directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as conveniently may be.

Section 4. Removal of Directors. Any director may be removed at any time, either with or without cause, by the affirmative vote of three-fourths in voting power of the stockholders of record of the Corporation entitled to elect a successor, given in person or by proxy at a special meeting of such stockholders called expressly for that purpose, at which a quorum shall be present.

Section 5. Organization. At each meeting of the Board of Directors, a director, chosen by the majority of the directors present, shall act as Chairman. The Secretary of the Corporation, or an Assistant Secretary, or, in the discretion of the Chairman, any person appointed by him, shall act as secretary of the meeting.

Section 6. Place of Meeting, etc. The Board of Directors may hold its meetings at such place or places within or without the State of Delaware as the Board of Directors may from time to time by resolution determine, or (unless contrary to resolution of the Board of Directors), at such place as shall be specified in the respective notices or waivers of notice thereof. Unless otherwise restricted by law or by the Articles of Incorporation, members of the Board of Directors or any committee thereof may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

Section 7. Annual Meeting. The Board of Directors may meet, without notice of such meeting, for the purpose of organization, the election of officers and the transaction of other business, on the same day as, at the place at which, and as soon as practicable after each annual

election of directors is held. Such annual meeting may be held at any other time or place specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or in a waiver of notice thereof.

Section 8. Regular Meetings. Regular meetings of the Board of Directors may be held at such times and places as may be fixed from time to time by action of the Board of Directors. Unless required by resolution of the Board of Directors, notification of any such meeting need not be given.

Section 9. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the President, or by any three or more directors, or, at the direction of any of the foregoing, by the Secretary. Notice of each such meeting shall be mailed to each director, addressed to him at his residence or usual place of business, at least three (3) days before the date on which the meeting is to be held; or such notice shall be sent to each director at such place by telegraph, cable, or wireless, twenty-four (24) hours before the time at which the meeting is to be held. Every such notice shall state the time and place of the meeting, but need not state the purposes of the meeting. Notice of any adjourned or recessed meeting of the directors need not be given.

Section 10. Waivers of Notice of Meetings. Anything in these Bylaws or in any resolution adopted by the Board of Directors to the contrary notwithstanding, proper notice of any meeting of the Board of Directors shall be deemed to have been given to any director if such notice shall be waived by him in writing (including telegraph, cable or wireless) before or after the meeting. A director who attends a meeting shall be deemed to have had timely and proper notice thereof, unless he attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 11. Quorum and Manner of Acting. A majority of the number of directors at the time fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum be had. The directors shall act only as a Board and the individual directors shall have no power as such.

Section 12. Resignations. Any director of the Corporation may resign at any time, in writing, by notifying the President or the Secretary of the Corporation. Such resignation shall take effect at the time therein specified; and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.

Section 13. Vacancies. Any vacancy in the Board of Directors, caused by death, resignation, removal, disqualification, or any other cause (other than an increase by more than two (2) in the number of directors), may be filled for the unexpired term by the majority vote of the remaining directors then in office, though less than quorum, at any regular or special meeting of the Board of Directors.

Section 14. Compensation. Each director who is not a salaried employee of the Corporation, shall be entitled to receive from the Corporation such amount per annum or such fees for attendance at directors’ meetings, or both, and such additional amounts for service upon committees, as the Board of Directors shall from time to time determine, together with reimbursement for the reasonable expenses incurred by him in connection with the performance of his duties. Nothing in this section shall preclude any director from serving the Corporation or any subsidiary in any other capacity and receiving proper compensation therefor.

Section 15. Committees. The Board of Directors, may by resolution adopted by a vote of a majority of the number of directors at the time fixed by these Bylaws, designate two (2) or more of their number as an Executive Committee. While the Board of Directors is not in session, the Executive Committee, if there then be such a committee, shall have and exercise the authority of the Board of Directors in the management of the business and affairs of the Corporation, subject to the restrictions hereinafter set out and further subject to such limitations upon its authority as the Board may, from time to time, impose. In no authority to approve an amendment to the Articles of Incorporation or a plan of merger or consolidation, to amend these Bylaws, or to elect officers or fix their compensation. The Executive Committee shall have the power to authorize the seal of the Corporation to be affixed to all papers which may require it.

In addition to an Executive Committee the Board of Directors may, by resolution of a majority of the directors present at any meeting at which a quorum is present, designate other committee of limited authority, each such committee to consist of two (2) or more directors.

Unless the Board of Directors by resolution otherwise provides, the Executive Committee and each other committee shall choose its own chairman and secretary. The Executive Committee and each other committee shall record all its acts and proceedings and report the same from time to time to the Board of Directors.

Regular meetings of any such committee, of which no notice shall be necessary, may be held at such times and in such places as shall be fixed by a majority of the committee. Special meetings of any such committee may be called at the request of any two (2) meetings of the committee. Notice of each special meeting of such a committee shall be given by the persons calling the same as provided by these Bylaws for special meetings of the full Board.

A majority of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of the committee. Members of any such committee shall act only as a committee and the individual members shall have no power as such.

The Board of Directors shall have the power at any time to change the members of, fill vacancies in, and discharge any such committee, either with or without cause. The appointment of any director to any such committee, if not sooner terminated, shall automatically terminate upon the expiration of his term as a director or upon the earlier cessation of his membership on the Board of Directors.

Section 16. Directors’ Action Without a Meeting. Unless otherwise provided by the Articles of Incorporation, any action required to be taken at a meeting of the directors, or any action which may be taken at a meeting of the directors or of a committee, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed before such action by all the directors, or all the members of the committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote.

ARTICLE IV. OFFICERS

Section 1. Officers. The officers of the Corporation shall be a President, a Treasurer, a Secretary, and where elected, one or more Vice Presidents, and the holders of such other offices as may be established in accordance with the provisions of Section 3 of this Article. Any two or more offices may be held by the same person, provided only, that the same person shall not hold the office of both President and Secretary.

Section 2. Election, Term of Office and Qualifications. The officers shall be elected annually by the Board of Directors, as soon as practicable after the annual election of directors in each year. Each officer shall hold office until his successor shall have been duly chosen and shall qualify, or until his death, resignation or removal in the manner hereinafter provided.

Section 3. Subordinate Officers. The Board of Directors may from time to time establish offices in addition to those designated in Section 1 with such duties as are provided in these Bylaws, or as they may from time to time determine.

Section 4. Removal. Any officer may be removed, either with or without cause, by resolution declaring such removal to be in the best interests of the Corporation and adopted at any regular or special meeting of the Board of Directors by a majority of the directors then in office. Any such removal shall be without prejudice to the recovery of damages for breach of the contract rights, if any, of the person removed. Election or appointment of an officer or agent shall not of itself, however, create contract rights.

Section 5. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors or the President or the Secretary of the Corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later time therein specified; and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective. No resignation hereunder, however, or the acceptance thereof by the Board of Directors, shall prejudice the contract or other rights, if any, of the Corporation with respect to the person resigning.

Section 6. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled for the unexpired portion of the term by the Board of Directors.

Section 7. Compensation. Salaries or other compensation of the officers may be fixed from time to time by the Board of Directors or in such manner as it shall determine. No officer shall be prevented from receiving his salary by reason of the fact that he is also a director of the Corporation.

Section 8. President. The President shall be a director and shall be the chief executive and administrative officer of the Corporation and have general supervision of the business of the Corporation, subject, however, to the control of the Board of Directors and of any duly authorized committee of directors. In general he shall perform all duties incident to the office of President and such other duties as may from time to time be designated to him by the Board of Directors or by any duly authorized committee of directors, and shall have such other powers and authorities as are elsewhere in these Bylaws conferred upon him. The President may preside at all meetings of stockholders and may appoint tellers to oversee the voting of shareholders.

Section 9. The Vice Presidents. The Vice Presidents shall perform such duties as from time to time may be assigned to them by the Board of Directors, or by any duly authorized committee of directors or by the President, and shall have such other powers and authorities as are elsewhere in these Bylaws conferred upon them.

Section 10. Treasurer. Except as may otherwise be specifically provided by the Board of Directors or any duly authorized committee of directors consistent therewith, the Treasurer shall have the custody of, and be responsible for, all funds and securities of the Corporation; receive and receipt for money paid to the Corporation from any source whatsoever; deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these Bylaws; against proper vouchers, cause such funds to be disbursed by check or draft on the authorized depositories of the Corporation signed in such manner as shall be determined in accordance with the provisions of these Bylaws; regularly enter or cause to be entered in books to be kept by him or under his direction, full and adequate accounts of all money received and paid by him for account of the Corporation; in general, perform all the duties incident to the Office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors, or by any duly authorized committee of directors, or by the President; and have such other powers and authorities as are elsewhere in these Bylaws conferred upon him.

Section 11. Secretary. The Secretary shall act as Secretary of all meetings of the stockholders and of the Board of Directors of the Corporation; shall keep the minutes thereof in the proper book or books to be provided for that purpose; shall see that all notices required to be given by the Corporation are duly given and served; shall be the custodian of the seal of the Corporation and shall affix the seal or cause it to be affixed to all documents the execution of which on behalf of the Corporation under its corporate seal is duly authorized in accordance with the provisions of these Bylaws; shall have charge of the books, records and papers of the Corporation relating to its organization and management as a corporation, and shall see that any reports or statements relating thereto, required by law or otherwise, are properly kept and filed; shall, in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors, or by any duly authorized

committee of directors or by the President; and shall have such other powers and authorities as are elsewhere in these Bylaws conferred upon him.

Section 12. Assistant Treasurers and Assistant Secretaries. The Assistant Treasurers and Assistant Secretaries shall perform such duties as shall be assigned to them by the Treasurer and by the Secretary, respectively, or by the Board of Directors, or by any duly authorized committee of directors, or by the President; and shall have such other powers and authorities as are elsewhere in these Bylaws conferred upon them.

Section 13. Certain Officers to Give Bonds. Every officer, agent or employee of the Corporation, who may receive, handle or disburse money for its account or who may have any of the Corporation’s property in his custody or be responsible for its safety or preservation, may be required, in the discretion of the Board of Directors, to give bond, in such sum and with such sureties and in such form as shall be satisfactory to the Board of Directors, for the faithful performance of the duties of his office and for the restoration to the Corporation in the event of his death, resignation, or removal from office, of all books, papers, vouchers, moneys and other property of whatsoever kind in his custody belonging to the Corporation.

ARTICLE V. CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

Section 1. Execution of Contracts and Other Documents. The Board of Directors or any duly authorized committee of directors, except as by law or by these Bylaws otherwise required, may authorize any officer or officers, agent or agents, in the name of and on behalf of the Corporation to enter into any contract or execute any deed or other instrument, and any such authority may be general or confined to specific instances. Whenever the Board of Directors, in authorizing or directing the execution of any contract, deed or other instrument, shall fail to specify the officer or other agent or agents who are to execute the same, such contract, deed, or other instrument shall be executed on behalf of the Corporation by the President or any Vice President and, where necessary or appropriate, the corporate seal shall be affixed thereto and attested by the Secretary or any Assistant Secretary.

Section 2. Loans. Any officer or officers, or agent or agents of the Corporation thereunto authorized by the Board of Directors or by any duly authorized committee of directors, may effect loans or advances at any time for the Corporation, in the ordinary course of the Corporation’s business, from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation, and when authorized to do so may pledge and hypothecate or transfer any securities or other property of the Corporation as security for any such loans or advances. Such authority conferred by the Board of Directors or any duly authorized committee of directors may be general or confined to specific instances.

Section 3. Checks, Drafts, Withdrawal of Securities, Safe Deposit Boxes, etc. All checks, drafts and other orders for payment of money out of the funds of the Corporation shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by resolution of the Board of Directors or of any duly authorized committee of directors.

Section 4. Deposits. The funds of the Corporation not otherwise employed shall be deposited from time to time to the order of the Corporation in such banks, trust companies or other depositories as the Board of Directors or any duly authorized committee of directors may from time to time select, or as may be selected by an officer or officers, or agent or agents of the Corporation to whom such power may from time to time be delegated by the Board of Directors or any duly authorized committee of directors.

ARTICLE VI. MISCELLANEOUS

Section 1. Seal. The corporate seal of the Corporation shall be in such form as may be approved by the Board of Directors.

Section 2. Fiscal Year. The fiscal year of the Corporation shall begin on January 1 and end on the last day of December.

Section 3. Inspection of Books. Any person who shall have been a stockholder of record for at least six (6) months immediately preceding his demand or who shall be the holder of record of at least two (2%) percent of all the outstanding shares of the Corporation’s stock, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose, the Corporation’s books and records of accounts, minutes and record of stockholders, and to make extracts therefrom.

Section 4. Voting of Stock or Other Securities Held. Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation to cast the votes which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporations, or to consent in writing to any action by any such other corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed on behalf of this Corporation and under its corporate seal, or otherwise, such written proxies, consents, waivers or other instruments that he may deem necessary or proper in the premises; or the President may himself attend any meeting of the holders of stock or other securities of any such other corporation and thereat vote or exercise any or all other powers of this Corporation as the holder of such stock or other securities of such other corporation.

Section 5. Indemnification

A. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

B. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of his duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

C. To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in subsections A or B, or in defense or any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

D. Any indemnification under subsections A or B (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections A and B. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or, if such a quorum is not obtainable, or,

even if obtainable a quorum of disinterested directors so directs, (2) by independent legal counsel in a written opinion, or (3) by the stockholders.

E. Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee, or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this section.

F. The indemnification provided by this section shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any statute, bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in other capacity while holding such office. The indemnification provided by these Bylaws shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, and administrators of such a person.

G. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section.

ARTICLE VII. AMENDMENTS

Section 1. By the Directors. The Board of Directors by a majority vote thereof shall have the power to make, alter, amend or repeal the Bylaws of the Corporation at any regular or special meeting of the Board.

Section 2. By the Stockholders. All Bylaws shall be subject to amendment, alteration or repeal by the stockholders entitled to vote at any annual or special meeting. The stockholders, at any annual or special meeting, may provide that certain bylaws by them adopted, approved or designated may not be amended, altered or repealed except by a certain specified percentage in interest of the stockholders or by a certain specified percentage in interest of a particular class of stockholders.

EX-3.43

Exhibit 3.43

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “URS FEDERAL SERVICES, INC.”, FILED IN THIS OFFICE ON THE SEVENTH DAY OF JANUARY, A.D. 2010, AT 5:10 O’CLOCK P.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

			Jeffrey W. Bullock, Secretary of State
4774658    8100		AUTHENTICATION: 7746490
100019702			DATE: 01-08-10
You may verify this certificate online at corp.delaware.gov/authver.shtml

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:51 PM 01/07/2010

FILED 05:10 PM 01/07/2010

SRV 100019702 – 4774658 FILE

CERTIFICATE OF INCORPORATION

OF

URS FEDERAL SERVICES, INC.

ARTICLE I

The name of the corporation is URS Federal Services, Inc.

ARTICLE II

The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE IV

The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000), all of which shall be Common Stock, and the par value of each share shall be one cent ($.01).

ARTICLE V

The name and mailing address of the incorporator is:

Kristin L. Jones

URS Corporation

600 Montgomery Street, 25^th Floor

San Francisco, California 94111

ARTICLE VI

In furtherance and not in limitation of the power conferred by statute, the Board of Directors is expressly authorized to adopt, amend or repeal the bylaws of the corporation.

ARTICLE VII

Election of directors need not be by written ballot unless the bylaws of the corporation shall so provide.

ARTICLE VIII

No director of the corporation shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) under Section 174 of the General Corporation Law of Delaware, or (iv) for any transaction from which the director derived an improper benefit.

I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, herein declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 6^th day of January, 2010.

By:	/s/     Kristin L. Jones
	Kristin L. Jones
	Incorporator

EX-3.44

Exhibit 3.44

BY-LAWS

OF

URS FEDERAL SERVICES, INC.

A Delaware corporation

ARTICLE I

OFFICES

Section 1. The registered office of URS Federal Services, Inc. (the “Corporation”) shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Meetings of stockholders shall be held at any place within or outside the State of Delaware designated by the Board of Directors. In the absence of any such designation, stockholders’ meetings shall be held at the principal executive office of the Corporation.

Section 2. The annual meeting of stockholders shall be held each year on a date and a time designated by the Board of Directors. At each annual meeting directors shall be elected and any other proper business may be transacted.

Section 3. A majority of the stock issued and outstanding and entitled to vote at any meeting of stockholders, the holders of which are present in person or represented by proxy, shall constitute a quorum for the transaction of business except as otherwise provided by law, by the Certificate of Incorporation, or by these By-Laws. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present may continue to transact business until adjournment. If, however, such quorum shall not be present or represented at any meeting of the stockholders, a majority of the voting stock represented in person or by proxy may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the

adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote thereat.

Section 4. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes, or the Certificate of Incorporation, or these By-Laws, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 5. At each meeting of the stockholders, each stockholder having the right to vote may vote in person or may authorize another person or persons to act for him by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three years prior to said meeting, unless said instrument provides for a longer period. All proxies must be filed with the Secretary of the Corporation at the beginning of each meeting in order to be counted in any vote at the meeting. Each stockholder shall have one vote for each share of stock having voting power, registered in his name on the books of the Corporation on the record date set by the Board of Directors as provided in Article V, Section 6 hereof. All elections shall be had and all questions decided by a plurality vote.

Section 6. Special meetings of the stockholders, for any purpose, or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the President and shall be called by the President or the Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the Corporation, issued and outstanding, and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 7. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which notice shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. The written notice of any meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation.

Section 8. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of

the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 9. Unless otherwise provided in the Certificate or Incorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate acting without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1. The authorized number of directors shall be determined from time to time by resolution of the Board of Directors, provided that the Board of Directors shall consist of at least one member. The directors need not be stockholders. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified; provided, however, that unless otherwise restricted by the Certificate of Incorporation or by law, any director or the entire Board of Directors may be removed, either with or without cause, from the Board of Directors at any meeting of stockholders by a majority of the stock represented and entitled to vote thereat.

Section 2. Vacancies on the Board of Directors by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. The directors so chosen shall hold office until the next annual election of directors and until their successors are duly elected and shall qualify, unless sooner replaced by a vote of the shareholders. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3. The property and business of the Corporation shall be managed by or under the direction of its Board of Directors. In addition to the powers and authorities by these By-Laws expressly conferred upon them, the Board may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate

of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.

Section 4. The directors may hold their meetings and have one or more offices, and keep the books of the Corporation outside of the State of Delaware.

Section 5. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board.

Section 6. Special meetings of the Board of Directors may be called by the President on forty-eight hours’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the President or the Secretary in like manner and on like notice on the written request of two directors.

Section 7. At all meetings of the Board of Directors a majority of the authorized number of directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the vote of a majority of the directors present at any meeting at which there is a quorum, shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, by the Certificate of Incorporation or by these By-Laws. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. If only one director is authorized, such sole director shall constitute a quorum. At any meeting, a director shall have the right to be accompanied by counsel provided that such counsel shall agree to any confidentiality restrictions reasonably imposed by the Corporation.

Section 8. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 9. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

Section 10. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each such committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution

of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the By-Laws of the Corporation; and, unless the resolution or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

Section 11. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Section 12. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 13. The Corporation shall indemnify every person who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the Corporation or, while a director or officer or employee of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including counsel fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, to the full extent permitted by applicable law.

ARTICLE IV

OFFICERS

Section 1. The officers of this corporation shall be chosen by the Board of Directors and shall include a President, a Secretary, and a Treasurer. The Corporation may also have, at the discretion of the Board of Directors, such other officers as are desired, including a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries and Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 hereof. In the event there are two or more Vice Presidents, then one or more may be designated as Executive Vice President, Senior Vice President, or other similar or dissimilar title. At the time of the election of officers, the directors may by resolution determine the order of their rank. Any number of offices may be held by the same person unless the Certificate of Incorporation or these By-Laws otherwise provide.

Section 2. The Board of Directors, at its first meeting after each annual meeting of stockholders, shall choose the officers of the Corporation.

Section 3. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

Section 4. The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors.

Section 5. The officers of the Corporation shall hold office until their successors are chosen and qualify in their stead. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.

Section 6. Chairman of the Board. The Chairman of the Board, if such an officer be elected, shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors as prescribed by these By-Laws. If there is no President, the Chairman of the Board shall in addition be the Chief Executive Officer of the Corporation and shall have the powers and duties prescribed in Section 7 of this Article IV.

Section 7. President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation. He shall preside at all meetings of the stockholders and in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He shall be an ex-officio member of all committees and shall have the general powers and duties of management usually vested in the office of President and Chief Executive Officer of corporations, and shall have such other powers and duties as may be prescribed by the Board of Directors or these By-Laws.

Section 8. Vice Presidents. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents shall have such other duties as from time to time may be prescribed for them, respectively, by the Board of Directors.

Section 9. Secretary. The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for the standing committees when required by the Board of Directors. He shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or these By-Laws. He shall keep in

safe custody the seal of the Corporation, and when authorized by the Board, affix the same to any instrument requiring it, and when so affixed it shall be attested by his signature or by the signature of an Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature.

Section 10. Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, or if there be no such determination, the Assistant Secretary designated by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 11. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond, in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

Section 12. Assistant Treasurer. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, or if there be no such determination, the Assistant Treasurer designated by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE V

CERTIFICATES OF STOCK

Section 1. Every holder of stock of the Corporation shall be entitled to have a certificate signed by, or in the name of the Corporation by, the Chairman or Vice Chairman of the Board of Directors, or the President or a Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer of the Corporation; certifying the number of shares represented by the certificate owned by such stockholder in the Corporation.

Section 2. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

Section 3. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 4. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5. Upon surrender to the Corporation, or the transfer agent of the Corporation, of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its book.

Section 6. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders, or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 7. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of the State of Delaware.

ARTICLE VI

GENERAL PROVISIONS

Section 1. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

Section 2. Before payment of any dividend there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the directors may abolish any such reserve.

Section 3. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

Section 4. The fiscal year of the corporation shall be December 31.

Section 5. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 6. Whenever, under the provisions of the statutes or of the Certificate of Incorporation or of these By-Laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

Section 7. Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation or of these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

Section 8. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the Corporation.

ARTICLE VII

AMENDMENTS

Section 1. These By-Laws may be altered, amended or repealed or new By-Laws may be adopted by the stockholders or by the Board of Directors at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new By-Laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal By-Laws is conferred upon the Board of Directors by the Certificate of Incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal By-Laws.

EX-3.45

Exhibit 3.45

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “URS FEDERAL SERVICES INTERNATIONAL, INC.”, FILED IN THIS OFFICE ON THE FIRST DAY OF FEBRUARY, A.D. 2010, AT 5:18 O’CLOCK P.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		Jeffrey W. Bullock, Secretary of State
4783908     8100		AUTHENTICATION: 7791732
100095346		DATE: 02-01-10
You may verify this certificate online at corp.delaware.gov/authver.shtml

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:24 PM 02/01/2010

FILED 05:18 PM 02/01/2010

SRV 100095346 – 4783908 FILE

CERTIFICATE OF INCORPORATION

OF

URS FEDERAL SERVICES INTERNATIONAL, INC.

ARTICLE I

The name of the corporation is URS Federal Services International, Inc.

ARTICLE II

The address of its registered agent in the State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Center.

ARTICLE III

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE IV

The total number of shares which the corporation shall have authority to issue is One Thousand (1,000), all of which shall be Common Stock, and the par value of each shares shall be one cent ($.01).

ARTICLE V

The name and mailing address of the incorporator is:

Kristin L. Jones

URS Corporation

600 Montgomery Street, 25^th Floor

San Francisco, California 94111

ARTICLE VI

In furtherance and not in limitation of the power conferred by statute, the Board of Directors is expressly authorized to adopt, amend or repeal the bylaws of the corporation.

ARTICLE VII

Election of directors need not be by written ballot unless the bylaws of the corporation shall so provide.

ARTICLE VIII

No director of the corporation shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) under Section 174 of the General Corporation Law of Delaware, or (iv) for any transaction from which the director derived an improper benefit.

I, THE UNDERSIGNED, being the sole incorporator hereinbefore names, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, herein declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 1^st day of February, 2010.

By:	/s/ Kristin L. Jones
	Kristin L. Jones
	Incorporator

EX-3.46

Exhibit 3.46

BY-LAWS

OF

URS FEDERAL SERVICES INTERNATIONAL, INC.

as amended

January 20, 2011

A Delaware corporation

ARTICLE I

OFFICES

Section 1. The registered office of URS Federal Services International, Inc. (the “Corporation”) shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Meetings of stockholders shall be held at any place within or outside the State of Delaware designated by the Board of Directors. In the absence of any such designation, stockholders’ meetings shall be held at the principal executive office of the Corporation.

Section 2. The annual meeting of stockholders shall be held each year on a date and a time designated by the Board of Directors. At each annual meeting directors shall be elected and any other proper business may be transacted.

Section 3. A majority of the stock issued and outstanding and entitled to vote at any meeting of stockholders, the holders of which are present in person or represented by proxy, shall constitute a quorum for the transaction of business except as otherwise provided by law, by the Certificate of Incorporation, or by these By-Laws. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present may continue to transact business until adjournment. If, however, such quorum shall not be present or represented at any meeting of the stockholders, a majority of the voting stock represented in person or by proxy may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the

meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote thereat.

Section 4. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes, or the Certificate of Incorporation, or these By-Laws, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 5. At each meeting of the stockholders, each stockholder having the right to vote may vote in person or may authorize another person or persons to act for him by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three years prior to said meeting, unless said instrument provides for a longer period. All proxies must be filed with the Secretary of the Corporation at the beginning of each meeting in order to be counted in any vote at the meeting. Each stockholder shall have one vote for each share of stock having voting power, registered in his name on the books of the Corporation on the record date set by the Board of Directors as provided in Article V, Section 6 hereof. All elections shall be had and all questions decided by a plurality vote.

Section 6. Special meetings of the stockholders, for any purpose, or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the President and shall be called by the President or the Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the Corporation, issued and outstanding, and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 7. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which notice shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. The written notice of any meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation.

Section 8. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of

the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 9. Unless otherwise provided in the Certificate or Incorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate acting without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1. The authorized number of directors shall be determined from time to time by resolution of the Board of Directors, provided that the Board of Directors shall consist of at least one member. The directors need not be stockholders. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified; provided, however, that unless otherwise restricted by the Certificate of Incorporation or by law, any director or the entire Board of Directors may be removed, either with or without cause, from the Board of Directors at any meeting of stockholders by a majority of the stock represented and entitled to vote thereat.

Section 2. Vacancies on the Board of Directors by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. The directors so chosen shall hold office until the next annual election of directors and until their successors are duly elected and shall qualify, unless sooner replaced by a vote of the shareholders. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3. The property and business of the Corporation shall be managed by or under the direction of its Board of Directors. In addition to the powers and authorities by these By-Laws expressly conferred upon them, the Board may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate

of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.

Section 4. The directors may hold their meetings and have one or more offices, and keep the books of the Corporation outside of the State of Delaware.

Section 5. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board.

Section 6. Special meetings of the Board of Directors may be called by the President on forty-eight hours’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the President or the Secretary in like manner and on like notice on the written request of two directors.

Section 7. At all meetings of the Board of Directors a majority of the authorized number of directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the vote of a majority of the directors present at any meeting at which there is a quorum, shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, by the Certificate of Incorporation or by these By-Laws. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. If only one director is authorized, such sole director shall constitute a quorum. At any meeting, a director shall have the right to be accompanied by counsel provided that such counsel shall agree to any confidentiality restrictions reasonably imposed by the Corporation.

Section 8. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 9. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

Section 10. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each such committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution

of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the By-Laws of the Corporation; and, unless the resolution or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

Section 11. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Section 12. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 13. The Corporation shall indemnify every person who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the Corporation or, while a director or officer or employee of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including counsel fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, to the full extent permitted by applicable law.

Section 14. The Board of Directors shall have the power to authorize the establishment of foreign branches or offices and to authorize the delivery of any documents required by foreign authorities to make such establishments.

ARTICLE IV

OFFICERS

Section 1. The officers of this corporation shall be chosen by the Board of Directors and shall include a President, a Secretary, and a Treasurer. The Corporation may also have, at the discretion of the Board of Directors, such other officers as are desired, including a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries and Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 hereof. In the event there are two or more Vice Presidents, then one or more may

be designated as Executive Vice President, Senior Vice President, or other similar or dissimilar title. At the time of the election of officers, the directors may by resolution determine the order of their rank. Any number of offices may be held by the same person unless the Certificate of Incorporation or these By-Laws otherwise provide.

Section 2. The Board of Directors, at its first meeting after each annual meeting of stockholders, shall choose the officers of the Corporation.

Section 3. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

Section 4. The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors.

Section 5. The officers of the Corporation shall hold office until their successors are chosen and qualify in their stead. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.

Section 6. Chairman of the Board. The Chairman of the Board, if such an officer be elected, shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors as prescribed by these By-Laws. If there is no President, the Chairman of the Board shall in addition be the Chief Executive Officer of the Corporation and shall have the powers and duties prescribed in Section 7 of this Article IV.

Section 7. President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation. He shall preside at all meetings of the stockholders and in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He shall be an ex-officio member of all committees and shall have the general powers and duties of management usually vested in the office of President and Chief Executive Officer of corporations, and shall have such other powers and duties as may be prescribed by the Board of Directors or these By-Laws.

Section 8. Vice Presidents. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents shall have such other duties as from time to time may be prescribed for them, respectively, by the Board of Directors.

Section 9. Secretary. The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a

book to be kept for that purpose; and shall perform like duties for the standing committees when required by the Board of Directors. He shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or these By-Laws. He shall keep in safe custody the seal of the Corporation, and when authorized by the Board, affix the same to any instrument requiring it, and when so affixed it shall be attested by his signature or by the signature of an Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature.

Section 10. Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, or if there be no such determination, the Assistant Secretary designated by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 11. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond, in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

Section 12. Assistant Treasurer. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, or if there be no such determination, the Assistant Treasurer designated by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE V

CERTIFICATES OF STOCK

Section 1. Every holder of stock of the Corporation shall be entitled to have a certificate signed by, or in the name of the Corporation by, the Chairman or Vice Chairman of the Board of Directors, or the President or a Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer of the Corporation; certifying

the number of shares represented by the certificate owned by such stockholder in the Corporation.

Section 2. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

Section 3. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 4. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5. Upon surrender to the Corporation, or the transfer agent of the Corporation, of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its book.

Section 6. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders, or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the

meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 7. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of the State of Delaware.

ARTICLE VI

GENERAL PROVISIONS

Section 1. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

Section 2. Before payment of any dividend there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the directors may abolish any such reserve.

Section 3. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

Section 4. The fiscal year of the corporation shall be December 31.

Section 5. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 6. Whenever, under the provisions of the statutes or of the Certificate of Incorporation or of these By-Laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

Section 7. Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation or of these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

Section 8. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the Corporation.

ARTICLE VII

AMENDMENTS

Section 1. These By-Laws may be altered, amended or repealed or new By-Laws may be adopted by the stockholders or by the Board of Directors at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new By-Laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal By-Laws is conferred upon the Board of Directors by the Certificate of Incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal By-Laws.

EX-3.47

Exhibit 3.47

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “URS FEDERAL SUPPORT SERVICES, INC.” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF INCORPORATION, FILED THE FIFTEENTH DAY OF JULY, A.D. 2002, AT 5 O’CLOCK P.M.

CERTIFICATE OF MERGER, CHANGING ITS NAME FROM “URS-LSS HOLDINGS, INC.” TO “LEAR SIEGLER SERVICES, INC.”, FILED THE TWENTY-SECOND DAY OF AUGUST, A.D. 2002, AT 12:31 O’CLOCK P.M.

CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “LEAR SIEGLER SERVICES, INC.” TO “URS FEDERAL SUPPORT SERVICES, INC.”, FILED THE SIXTH DAY OF JANUARY, A.D. 2010, AT 5:35 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “URS FEDERAL SUPPORT SERVICES, INC.”.

			Jeffrey W. Bullock, Secretary of State
3547685    8100H		AUTHENTICATION: 8622143
110296689			DATE: 03-14-11
You may verify this certificate online at corp.delaware.gov/authver.shtml

CERTIFICATE OF INCORPORATION

OF

URS-LSS HOLDINGS, INC.

The undersigned, a natural person (the “Sole Incorporator”), for the purpose of organizing a corporation to conduct the business and promote the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware hereby certifies that:

I.

The name of this corporation is URS-LSS Holdings, Inc.

II.

The address of the registered office of the corporation in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, and the name of the registered agent of the corporation in the State of Delaware at such address is The Corporation Trust Company.

III.

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the Delaware General Corporation Law (“DGCL”).

IV.

This corporation is authorized to issue only one class of stock, to be designated Common Stock The total number of shares of Common Stock presently authorized is one hundred (100), each having a par value of one-tenth of one cent ($0.001).

V.

A. The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by the Board of Directors in the manner provided in the Bylaws.

B. Election of Directors

1. Directors shall be elected at each annual meeting of stockholders to hold office until the next annual meeting. Each director shall hold office either until the expiration of the term for which elected or appointed and until a successor has been elected and qualified, or until such director’s death, resignation or removal No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 07/15/2002

020453100 – 3547685

1

2. No person entitled to vote at an election for directors may cumulate votes to which such person is entitled, unless, at the time of such election, the corporation is subject to Section 2115(b) of the California General Corporation Law (“CGCL”) During such time or times that the corporation is subject to Section 2115(b) of the CGCL, every stockholder entitled to vote at an election for directors may cumulate such stockholder’s votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which such stockholder’s shares are otherwise entitled, or distribute the stockholder’s votes on the same principle among as many candidates as such stockholder thinks fit. No stockholder, however, shall be entitled to so cumulate such stockholder’s votes unless (a) the names of such candidate or candidates have been placed in nomination prior to the voting and (b) the stockholder has given notice at the meeting, prior to the voting, of such stockholder’s intention to cumulate such stockholder’s votes. If any stockholder has given proper notice to cumulate votes, all stockholders may cumulate their votes for any candidates who have been properly placed in nomination. Under cumulative voting, the candidates receiving the highest number of votes, up to the number of directors to be elected, are elected.

C. Removal

1. During such time or times that the corporation is subject to Section 2115(b) of the CGCL, the Board of Directors or any individual director may be removed from office at any time without cause by the affirmative vote of the holders of at least a majority of the outstanding shares entitled to vote on such removal; provided, however, that unless the entire Board is removed, no individual director may be removed when the votes cast against such director’s removal, or not consenting in writing to such removal, would be sufficient to elect that director if voted cumulatively at an election which the same total number of votes were cast (or, if such action is taken by written consent, all shares entitled to vote were voted) and the entire number of directors authorized at the time of such director’s most recent election were then being elected.

2. At any time or times that the corporation is not subject to Section 2115(b) of the CGCL and subject to any limitations imposed by law, Section C.1. above shall not apply and the Board of Directors or any director may be removed from office at any time (a) with cause by the affirmative vote of the holders of a majority of the voting power of all then- outstanding shares of capital stock of the corporation entitled to vote generally at an election of directors or (b) without cause by the affirmative vote of the holders of a majority of the voting power of all then-outstanding shares of capital stock of the corporation, entitled to vote generally at an election of directors.

D. The Board of Directors is expressly empowered to adopt, amend or repeal the Bylaws of the corporation. The stockholders shall also have power to adopt, amend or repeal the Bylaws of the corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the corporation required by law or by this Certificate of Incorporation, the affirmative vote of the holders of at least a majority of the voting power of all of the then- outstanding shares of the capital stock of the corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of the Bylaws of the corporation.

2.

VI.

A. The liability of the directors for monetary damages shall be eliminated to the fullest extent under applicable law. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended

B. This corporation is authorized to provide indemnification of agents (as defined in Section 317 of the CGCL) for breach of duty to the corporation and its stockholders through bylaw provisions or through agreements with the agents, or through stockholder resolutions, or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the CGCL, subject, at any time or times that the corporation is subject to Section 2115(b) of the CGCL, to the limits on such excess indemnification set forth in Section 204 of the CGCL.

C. Any repeal or modification of this Article VI shall be prospective and shall not affect the rights under this Article VI in effect at the time of the alleged occurrence of any act or omission to act giving rise to liability or indemnification.

VII.

The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this reservation.

VIII.

The name and the mailing address of the Sole Incorporator is as follows:

C. Kim Miller

c/o Cooley Godward LLP

One Maritime Plaza, 20^th Floor

San Francisco, CA 94111

IN WITNESS WHEREOF, this Certificate has been subscribed this 15^th day of July, 2002 by the undersigned who affirms that the statements made herein are true and correct

C. KIM MILLER

Sole Incorporator

3.

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 12:31 PM 08/22/2002

020531426 – 3547685

CERTIFICATE OF MERGER

OF

LEAR SIEGLER SERVICES, INC.

a Delaware corporation

INTO

URS-LSS HOLDINGS, INC.

a Delaware corporation

The undersigned corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify that:

1. The name and state of incorporation of each of the constituent corporations of the merger is as follows:

Name	State of Incorporation
Lear Siegler Services, Inc.	Delaware
URS-LSS Holdings, Inc.	Delaware

2. An Agreement and Plan of Merger (the “Agreement and Plan of Merger”) by and among URS Corporation, URS Holdings, Inc., URS-LSS Holdings, Inc., Carlyle-EG&G Holdings Corp., Lear Siegler Services, Inc. and EG&G Technical Services Holdings, L.L.C. has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 251 of the General Corporation Law of the State of Delaware.

3. The surviving corporation (the “Surviving Corporation”) is URS-LLS Holdings, Inc.

4. Article I of the Certificate of Incorporation of URS-LSS Holdings, Inc. is hereby amended so that it shall read in full as follows:

“The name of this corporation is Lear Siegler Services, Inc.”

As so amended, the Certificate of Incorporation of URS-LSS Holdings, Inc. in effect immediately prior to the Effective Time (as defined below) shall be the Certificate of Incorporation of the Surviving Corporation, and thereafter may be amended in accordance with its terms and as provided by law.

5. The executed Agreement and Plan of Merger is on file at the principal place of business of the Surviving Corporation. The address of the principal place of business of the Surviving Corporation is 100 California Street, Suite 500, San Francisco, CA 94111.

6. A copy of the Agreement and Plan of Merger will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any constituent corporation.

7. This Certificate of Merger shall be effective upon filing (the “Effective Time”) in accordance with the provisions of Sections 103 and 251 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, this Certificate of Merger is hereby executed on behalf of the surviving corporation, URS-LSS Holdings, Inc., by officers thereunto duly authorized.

Dated as of August 22, 2002

URS-LSS HOLDINGS, INC. a Delaware corporation
By:	/s/ Kent P. Ainsworth
	Kent P. Ainsworth
	Executive Vice President and Chief Financial Officer
ATTEST:
By:	/s/ Joseph Masters
	Joseph Masters
	Secretary

2

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:39 PM 01/06/2010

FILED 05:35 PM 01/06/2010

SRV 100015644 – 3547685 FILE

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

LEAR SIEGLER SERVICES, INC.

* * * * *

Lear Siegler Services, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware:

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of Lear Siegler Services, Inc. be amended by changing Article I thereof so that, as amended, said Article shall be and read as follows:

“The name of the corporation is URS Federal Support Services, Inc.”

SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said URS Federal Support Services, Inc. has caused this certificate to be signed by Kristin L. Jones, its Assistant Secretary this 6^th day of January, 2010.

By:	/s/ Kristin L. Jones
	Kristin L. Jones
	Assistant Secretary

EX-3.48

Exhibit 3.48

AMENDED AND RESTATED BY-LAWS

OF

URS FEDERAL SUPPORT SERVICES, INC.

A Delaware Corporation

(Amended and Restated As of September 9, 2004)

ARTICLE I

OFFICES

Section 1. The registered office of Lear Siegler Services, Inc. (the “Corporation”) shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Meetings of stockholders shall be held at any place within or outside the State of Delaware designated by the Board of Directors. In the absence of any such designation, stockholders’ meetings shall be held at the principal executive office of the Corporation.

Section 2. The annual meeting of stockholders shall be held each year on a date and a time designated by the Board of Directors. At each annual meeting directors shall be elected and any other proper business may be transacted.

Section 3. A majority of the stock issued and outstanding and entitled to vote at any meeting of stockholders, the holders of which are present in person or represented by proxy, shall constitute a quorum for the transaction of business except as otherwise provided by law, by the Certificate of Incorporation, or by these By-Laws. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present may continue to transact business until adjournment. If, however, such quorum shall not be present or represented at any meeting of the stockholders, a majority of the voting stock represented in person or by proxy may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the

adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote thereat.

Section 4. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes, or the Certificate of Incorporation, or these By-Laws, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 5. At each meeting of the stockholders, each stockholder having the right to vote may vote in person or may authorize another person or persons to act for him by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three years prior to said meeting, unless said instrument provides for a longer period. All proxies must be filed with the Secretary of the Corporation at the beginning of each meeting in order to be counted in any vote at the meeting. Each stockholder shall have one vote for each share of stock having voting power, registered in his name on the books of the Corporation on the record date set by the Board of Directors as provided in Article V, Section 6 hereof. All elections shall be had and all questions decided by a plurality vote.

Section 6. Special meetings of the stockholders, for any purpose, or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the President and shall be called by the President or the Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the Corporation, issued and outstanding, and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 7. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which notice shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. The written notice of any meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation.

Section 8. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of

the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 9. Unless otherwise provided in the Certificate or Incorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate acting without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1. The authorized number of directors shall be determined from time to time by resolution of the Board of Directors, provided that the Board of Directors shall consist of at least one member. The directors need not be stockholders. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified; provided, however, that unless otherwise restricted by the Certificate of Incorporation or by law, any director or the entire Board of Directors may be removed, either with or without cause, from the Board of Directors at any meeting of stockholders by a majority of the stock represented and entitled to vote thereat.

Section 2. Vacancies on the Board of Directors by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. The directors so chosen shall hold office until the next annual election of directors and until their successors are duly elected and shall qualify, unless sooner replaced by a vote of the shareholders. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3. The property and business of the Corporation shall be managed by or under the direction of its Board of Directors. In addition to the powers and authorities by these By-Laws expressly conferred upon them, the Board may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate

of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.

Section 4. The directors may hold their meetings and have one or more offices, and keep the books of the Corporation outside of the State of Delaware.

Section 5. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board.

Section 6. Special meetings of the Board of Directors may be called by the President on forty-eight hours’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the President or the Secretary in like manner and on like notice on the written request of two directors.

Section 7. At all meetings of the Board of Directors a majority of the authorized number of directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the vote of a majority of the directors present at any meeting at which there is a quorum, shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, by the Certificate of Incorporation or by these By-Laws. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. If only one director is authorized, such sole director shall constitute a quorum. At any meeting, a director shall have the right to be accompanied by counsel provided that such counsel shall agree to any confidentiality restrictions reasonably imposed by the Corporation.

Section 8. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 9. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

Section 10. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each such committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution

of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the By-Laws of the Corporation; and, unless the resolution or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

Section 11. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Section 12. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 13. The Corporation shall indemnify every person who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the Corporation or, while a director or officer or employee of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including counsel fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, to the full extent permitted by applicable law.

ARTICLE IV

OFFICERS

Section 1. The officers of this corporation shall be chosen by the Board of Directors and shall include a President, a Secretary, and a Treasurer. The Corporation may also have, at the discretion of the Board of Directors, such other officers as are desired, including a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries and Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 hereof. In the event there are two or more Vice Presidents, then one or more may be designated as Executive Vice President, Senior Vice President, or other similar or dissimilar title. At the time of the election of officers, the directors may by resolution determine the order of their rank. Any number of offices may be held by the same person unless the Certificate of Incorporation or these By-Laws otherwise provide.

Section 2. The Board of Directors, at its first meeting after each annual meeting of stockholders, shall choose the officers of the Corporation.

Section 3. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

Section 4. The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors.

Section 5. The officers of the Corporation shall hold office until their successors are chosen and qualify in their stead. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.

Section 6. Chairman of the Board. The Chairman of the Board, if such an officer be elected, shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors as prescribed by these By-Laws. If there is no President, the Chairman of the Board shall in addition be the Chief Executive Officer of the Corporation and shall have the powers and duties prescribed in Section 7 of this Article IV.

Section 7. President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation. He shall preside at all meetings of the stockholders and in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He shall be an ex-officio member of all committees and shall have the general powers and duties of management usually vested in the office of President and Chief Executive Officer of corporations, and shall have such other powers and duties as may be prescribed by the Board of Directors or these By-Laws.

Section 8. Vice Presidents. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents shall have such other duties as from time to time may be prescribed for them, respectively, by the Board of Directors.

Section 9. Secretary. The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for the standing committees when required by the Board of Directors. He shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or these By-Laws. He shall keep in

safe custody the seal of the Corporation, and when authorized by the Board, affix the same to any instrument requiring it, and when so affixed it shall be attested by his signature or by the signature of an Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature.

Section 10. Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, or if there be no such determination, the Assistant Secretary designated by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 11. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond, in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

Section 12. Assistant Treasurer. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, or if there be no such determination, the Assistant Treasurer designated by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE V

CERTIFICATES OF STOCK

Section 1. Every holder of stock of the Corporation shall be entitled to have a certificate signed by, or in the name of the Corporation by, the Chairman or Vice Chairman of the Board of Directors, or the President or a Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer of the Corporation; certifying the number of shares represented by the certificate owned by such stockholder in the Corporation.

Section 2. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

Section 3. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 4. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5. Upon surrender to the Corporation, or the transfer agent of the Corporation, of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its book.

Section 6. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders, or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 7. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of the State of Delaware.

ARTICLE VI

GENERAL PROVISIONS

Section 1. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

Section 2. Before payment of any dividend there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the directors may abolish any such reserve.

Section 3. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

Section 4. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

Section 5. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 6. Whenever, under the provisions of the statutes or of the Certificate of Incorporation or of these By-Laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

Section 7. Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation or of these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

Section 8. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the Corporation.

ARTICLE VII

AMENDMENTS

Section 1. These By-Laws may be altered, amended or repealed or new By-Laws may be adopted by the stockholders or by the Board of Directors at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new By-Laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal By-Laws is conferred upon the Board of Directors by the Certificate of Incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal By-Laws.

EX-3.49

Exhibit 3.49

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “URS FEDERAL TECHNICAL SERVICES, INC.” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF INCORPORATION, FILED THE FOURTEENTH DAY OF JULY, A.D. 1999, AT 12 O’CLOCK P.M.

CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “ETS ACQUISITION CORPORATION” TO “EG&G TECHNICAL SERVICES, INC.”, FILED THE TWENTY-FIRST DAY OF JULY, A.D. 1999, AT 4:30 O’CLOCK P.M.

CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “EG&G TECHNICAL SERVICES, INC.” TO “URS FEDERAL TECHNICAL SERVICES, INC.”, FILED THE SIXTH DAY OF JANUARY, A.D. 2010, AT 5:36 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “URS FEDERAL TECHNICAL SERVICES, INC.”.

		Jeffrey W. Bullock, Secretary of State
3069436    8100H		AUTHENTICATION: 8622145
110296696		DATE: 03-14-11
You may verify this certificate online at corp.delaware.gov/authver.shtml

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 12:00 PM 07/14/1999

991287877 – 3069436

CERTIFICATE OF INCORPORATION

OF

ETS ACQUISITION CORPORATION

FIRST: The name of the corporation (hereinafter sometimes referred to as the “Corporation”) is:

ETS Acquisition Corporation

SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, New Castle County, Wilmington, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The aggregate number of all classes of shares which the Corporation shall have authority to issue is one thousand (1,000) shares of common stock, par value of $.01 per share.

No holder of shares of the Corporation of any class, now or hereafter authorized, shall have any preferential or preemptive right to subscribe for, purchase or receive any share of the Corporation of any class, now or hereafter authorized, or any options or warrants for such shares, or any rights to subscribe for or purchase such shares, or any securities convertible into or exchangeable for such shares, which may at any time or from time to time be issued, sold or offered for sale by the Corporation; provided, however, that in connection with the issuance or sale of any such shares or securities, the Board of Directors of the Corporation may, in its sole discretion, offer such shares or securities, or any part thereof, for purchase or subscription

by the holders of shares of the Corporation, except as may otherwise be provided by this Certificate of Incorporation, as amended from time to time.

At all times, each holder of common stock of the Corporation shall be entitled to one vote for each share of common stock held by such stockholder standing in the name of such stockholder on the books of the Corporation.

FIFTH: The name and address of the Incorporator is as follows:

Eleanor R. Horsley

Latham & Watkins

1001 Pennsylvania Avenue, NW

Suite 1300

Washington, D.C. 20004

SIXTH: In furtherance and not in limitation of the power conferred by statute, the Board of Directors is expressly authorized to make, alter or repeal the Bylaws of the Corporation.

SEVENTH: No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for the breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transactions from which the director derived an improper personal benefit.

EIGHTH: Election of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

NINTH: The Corporation reserves the right to amend, alter, change or repeal any provisions contained in this Certificate of Incorporation, in the manner now or hereafter

prescribed by the General Corporation Law of the State of Delaware. All rights conferred upon stockholders herein are granted subject to this reservation.

I, THE UNDERSIGNED, being the sole Incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, herein declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set ray hand this 14th day of July, 1999.

Eleanor R. Horsley

Incorporator

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

ETS ACQUISITION CORPORATION

Pursuant to Section 241 of the General Corporation Law of the State of Delaware, ETS Acquisition Corporation, a Delaware corporation (the “Corporation”), hereby certifies that:

1. The Certificate of Incorporation of the Corporation is hereby amended by deleting the present article FIRST and inserting a new article FIRST as follows:

FIRST: The name of the corporation (hereinafter sometimes referred to as the “Corporation”) is:

EG&G Technical Services, Inc.

2. The Corporation has not received payment for any of its stock and the foregoing amendment has been duly adapted by written consent by the sole Director of the Corporation, pursuant to Section 241 of the Delaware General Corporation Law permitting such action to be taken.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Certificate of Incorporation of the Corporation to be signed and executed in its corporate name by Glenn Youngkin, its Secretary on this 21^st day of July, 1999.

Glenn Youngkin

Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:30 PM 07/21/1999

991300903 – 3069436

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:40 PM 01/06/2010

FILED 05:36 PM 01/06/2010

SRV 100015646 – 3069436 FILE

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

EG&G TECHNICAL SERVICES, INC.

* * * * *

EG&G Technical Services, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware:

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of EG&G Technical Services, Inc. be amended by changing Article I thereof so that, as amended, said Article shall be and read as follows:

“The name of the corporation is URS Federal Technical Services, Inc.”

SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said EG&G Technical Services, Inc. has caused this certificate to be signed by Kristin L. Jones, its Assistant Secretary this 6^th day of January, 2010.

By:	/s/ Kristin L. Jones
	Kristin L. Jones
	Assistant Secretary

EX-3.50

Exhibit 3.50

AMENDED AND RESTATED BYLAWS

OF

URS FEDERAL TECHNICAL SERVICES, INC.

A Delaware Corporation

(Amended and Restated As of September 9, 2004)

(formerly known as EG&G Technical Services, Inc.)

ARTICLE I

OFFICES

Section 1. The registered office of EG&G Technical Services, Inc. (the “Corporation”) shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Meetings of stockholders shall be held at any place within or outside the State of Delaware designated by the Board of Directors. In the absence of any such designation, stockholders’ meetings shall be held at the principal executive office of the Corporation.

Section 2. The annual meeting of stockholders shall be held each year on a date and a time designated by the Board of Directors. At each annual meeting directors shall be elected and any other proper business may be transacted.

Section 3. A majority of the stock issued and outstanding and entitled to vote at any meeting of stockholders, the holders of which are present in person or represented by proxy, shall constitute a quorum for the transaction of business except as otherwise provided by law, by the Certificate of Incorporation, or by these Bylaws. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present may continue to transact business until adjournment. If, however, such quorum shall not be present or represented at any meeting of the stockholders, a majority of the voting stock represented in person or by proxy may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the

adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote thereat.

Section 4. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes, or the Certificate of Incorporation, or these Bylaws, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 5. At each meeting of the stockholders, each stockholder having the right to vote may vote in person or may authorize another person or persons to act for him by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three years prior to said meeting, unless said instrument provides for a longer period. All proxies must be filed with the Secretary of the Corporation at the beginning of each meeting in order to be counted in any vote at the meeting. Each stockholder shall have one vote for each share of stock having voting power, registered in his name on the books of the Corporation on the record date set by the Board of Directors as provided in Article V, Section 6 hereof. All elections shall be had and all questions decided by a plurality vote.

Section 6. Special meetings of the stockholders, for any purpose, or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the President and shall be called by the President or the Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the Corporation, issued and outstanding, and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purpose stated in the notice.

Section 7. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which notice shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. The written notice of any meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting. If mailed, notice is given when deposited in the United State mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation.

Section 8. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of a least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the

meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 9. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1. The authorized number of directors shall be determined from time to time by resolution of the Board of Directors, provided that the Board of Directors shall consist of at least one member. The directors need not be stockholders. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified; provided, however, that unless otherwise restricted by the Certificate of Incorporation or by law, any director or the entire Board of Directors may be removed, either with or without cause, from the Board of Directors at any meeting of stockholders by a majority of the stock represented and entitled to vote thereat.

Section 2. Vacancies on the Board of Directors by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. The directors then in office, although less than a quorum, or by a sole remaining director. The directors so chosen shall hold office until the next annual election of directors and until their successors are duly elected and shall qualify, unless sooner replaced by a vote of the shareholders. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3. The property and business of the Corporation shall be managed by or under the direction of its Board of Directors. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board my exercise all such powers of the

Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 4. The directors may hold their meetings and have one or more offices, and keep the books of the Corporation outside of the State of Delaware.

Section 5. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board.

Section 6. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President on forty-eight hours’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the President or the Secretary in like manner and on like notice on the written request of two directors.

Section 7. At all meetings of the Board of Directors a majority of the authorized number of directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the vote of a majority of the directors present at any meeting at which there is a quorum, shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, by the Certificate of Incorporation or by these Bylaws. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. If only one director is authorized, such sole director shall constitute a quorum. At any meeting, a director shall have the right to be accompanied by counsel provided that such counsel shall agree to any confidentiality restrictions reasonably imposed by the Corporation.

Section 8. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 9. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

Section 10. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each such committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such

absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the Bylaws of the Corporation; and, unless the resolution or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

Section 11. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Section 12. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 13. The Corporation shall indemnify every person who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the Corporation or, while a director or officer or employee of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including counsel fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, to the full extent permitted by applicable law.

ARTICLE IV

OFFICERS

Section 1. The officers of this corporation shall be chosen by the Board of Directors and shall include a President, a Secretary, and a Treasurer. The Corporation may also have, at the discretion of the Board of Directors, such other officers as are desired, including a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries and Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 hereof. In the event there are two or more Vice Presidents, then one or more may be designated as Executive Vice President, Senior Vice President, or other similar or dissimilar title. At the time of the election of officers, the directors may by

resolution determine the order of their rank. Any number of offices may be held by the same person unless the Certificate of Incorporation or these Bylaws otherwise provide.

Section 2. The Board of Directors, at its first meeting after each annual meeting of stockholders, shall choose the officers of the Corporation.

Section 3. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

Section 4. The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors.

Section 5. The officers of the Corporation shall hold office until their successors are chosen and qualify in their stead. Any officer elected or appointed by the Board of Directors may be renewed at any time by the affirmative vote of a majority of the Board of Directors. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.

Section 6. Chairman of the Board. The Chairman of the Board, if such an officer be elected, shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by these Bylaws. If there is no President, the Chairman of the Board shall in addition be the Chief Executive Officer of the Corporation and shall have the powers and duties prescribed in Section 7 of this Article IV.

Section 7. President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation. He shall preside at all meetings of the stockholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He shall be an ex-officio member of all committees and shall have the general powers and duties of management usually vested in the office of President and Chief Executive Officer of corporations, and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

Section 8. Vice Presidents. In the absence or disability of the President the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall have such other duties as from time to time may be prescribed for them, respectively, by the Board of Directors.

Section 9. Secretary. The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for the standing committees when required by the Board of Directors. He shall give, or cause to be given,

notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or these Bylaws.

He shall keep in safe custody the seal of the Corporation, and when authorized by the Board, affix the same to any instrument requiring it, and when so affixed it shall be attested by his signature or by the signature of an Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature.

Section 10. Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, or if there be no such determination, the Assistant Secretary designated by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such others duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 11. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond, in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

Section 12. Assistant Treasurer. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, or if there be no such determination, the Assistant Treasurer designated by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the power of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE V

CERTIFICATES OF STOCK

Section 1. Every holder of stock of the Corporation shall be entitled to have a certificate signed by, or in the name of the Corporation by, the Chairman or Vice Chairman of the Board of Directors, or the President or a Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer of the Corporation, certifying the number of shares represented by the certificate owned by such stockholder in the Corporation.

Section 2. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent, or register who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

Section 3. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 4. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5. Upon surrender to the Corporation, or the transfer agent of the Corporation, of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its book.

Section 6. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders, or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholder of record entitled to notice of or to vote at a meeting of stockholder shall apply to any adjournment of the meeting; provided, however, that the Board of Directors my fix a new record date for the adjourned meeting.

Section 7. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of the State of Delaware.

ARTICLE VI

GENERAL PROVISIONS

Section 1. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

Section 2. Before payment of any dividend there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the directors may abolish any such reserve.

Section 3. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

Section 4. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

Section 5. The corporate seal shall inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 6. Whenever, under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

Section 7. Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

Section 8. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the Corporation.

ARTICLE VII

AMENDMENTS

Section 1. These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the stockholders or by the Board of Directors at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal Bylaws is conferred upon the Board of Directors by the Certificate of Incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal Bylaws.

EX-3.51

Exhibit 3.51

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “RUST CONSTRUCTORS INC.” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF INCORPORATION, FILED THE TWENTIETH DAY OF FEBRUARY, A.D. 1973, AT 10 O’CLOCK A.M.

CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “PARAGON CONSTRUCTION COMPANY” TO “TRIAD ENGINEERS & CONSTRUCTORS INC.”, FILED THE SECOND DAY OF OCTOBER, A.D. 1978, AT 9 O’CLOCK A.M.

CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “TRIAD ENGINEERS & CONSTRUCTORS INC.” TO “TRICON INDUSTRIAL CONSTRUCTION COMPANY”, FILED THE ELEVENTH DAY OF DECEMBER, A.D. 1978, AT 9 O’CLOCK A.M.

CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “TRICON INDUSTRIAL CONSTRUCTION COMPANY” TO “NATIONAL INDUSTRIAL CONSTRUCTORS INC.”, FILED THE SECOND DAY OF JANUARY, A.D. 1979, AT 9 O’CLOCK A.M.

CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “NATIONAL INDUSTRIAL CONSTRUCTORS INC.” TO “KRI CONSTRUCTORS INC.”, FILED

		/s/ Jeffrey W. Bullock
0789138    8100H		Jeffrey W. Bullock, Secretary of State
130769225		AUTHENTICATION: 0507029
		DATE: 06-12-13

You may verify this certificate online

at corp.delaware.gov/authver.shtml

Delaware	PAGE 2
The First State

THE TWENTY-FIRST DAY OF JANUARY, A.D. 1982, AT 2 O’CLOCK P.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE SECOND DAY OF FEBRUARY, A.D. 1982, AT 10 O’CLOCK A.M.

CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “KRI CONSTRUCTORS INC.” TO “NATIONAL INDUSTRIAL CONSTRUCTORS INC.”, FILED THE TENTH DAY OF SEPTEMBER, A.D. 1986, AT 10 O’CLOCK A.M.

CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “NATIONAL INDUSTRIAL CONSTRUCTORS INC.” TO “RUST CONSTRUCTORS INC.”, FILED THE TWENTY-EIGHTH DAY OF JUNE, A.D. 1996, AT 9 O’CLOCK A.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE SEVENTEENTH DAY OF DECEMBER, A.D. 1996, AT 9 O’CLOCK A.M.

CERTIFICATE OF AMENDMENT, FILED THE FIFTH DAY OF JUNE, A.D. 1997, AT 9 O’CLOCK A.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE SECOND DAY OF FEBRUARY, A.D. 2000, AT 4:30 O’CLOCK P.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY-NINTH DAY OF DECEMBER, A.D. 2000, AT 9 O’CLOCK A.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY-SECOND DAY OF DECEMBER, A.D. 2008, AT 3:07 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID

		/s/ Jeffrey W. Bullock
0789138    8100H		Jeffrey W. Bullock, Secretary of State
130769225		AUTHENTICATION: 0507029
		DATE: 06-12-13

You may verify this certificate online

at corp.delaware.gov/authver.shtml

Delaware	PAGE 3
The First State

CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “RUST CONSTRUCTORS INC.”.

		/s/ Jeffrey W. Bullock
0789138    8100H		Jeffrey W. Bullock, Secretary of State
130769225		AUTHENTICATION: 0507029
		DATE: 06-12-13

You may verify this certificate online

at corp.delaware.gov/authver.shtml

CERTIFICATE OF INCORPORATION

OF

PARAGON CONSTRUCTION COMPANY

The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified and referred to as the “General Corporation Law of the State of Delaware”), hereby certifies that:

FIRST: The name of the corporation (hereinafter called the “corporation”) is

PARAGON CONSTRUCTION COMPANY

SECOND: The address, including street, number, city, and county, of the registered office of the corporation in the State of Delaware is 229 South State Street, City of Dover, County of Kent; and the name of the registered agent of the corporation in the State of Delaware at such address is The Prentice-Hall Corporation System, Inc.

THIRD: The nature of the business and of the purposes to be conducted and promoted by the corporation are as follows:

To carry on a general construction, contracting, and building business as principal, agent, representative, contractor, subcontractor, and in any other lawful capacity, and to make, construct, build, erect, equip, improve, repair, renovate, maintain and alter, either in whole or in part, any and all kinds of dwellings, buildings, foundations, facilities, sites, and structures of every kind, and to make, and enter into any and all kinds of contracts for the doing of any of said things; to take, acquire, buy, hold, own, maintain, work, develop, sell, convey, lease as lessor and lessee, license the use of as licensor and licensee, mortgage, exchange, improve and otherwise deal in and dispose of real, personal, and mixed property and any interests and

000002

rights therein in any lawful capacity; to carry on a general manufacturing, fabricating, selling, and trading business and to manufacture, fabricate, sell, and deal in and with any and all building, construction, and contracting machinery, tools, implements, appliances, supplies, facilities, and materials for use or capable of use in or about any of the works, constructions or operations of the corporation and otherwise, and to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, together with any powers incidental thereto as far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the purpose of the corporation.

FOURTH: The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000). The par value of each of such shares is One Dollar ($1.00). All such shares are of one class and are shares of Common Stock.

FIFTH: The name and the mailing address of the incorporator are as follows:

NAME	MAILING ADDRESS
P. O. Dickerson	229 South State Street Dover, Delaware

SIXTH: The corporation is to have perpetual existence.

SEVENTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction-within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation,

000003

-5-

as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

EIGHTH: For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation and regulation of the powers of the corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided:

1. The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the By-Laws. The phrase “whole Board” and the phrase “total number of directors” shall be deemed to have the same meaning, to wit, the total number of directors which the corporation would have if there were no vacancies. No election of directors need be by written ballot.

2. The original By-Laws of the corporation shall be adopted by the incorporator unless the certificate of incorporation shall name the initial Board of Directors therein. Thereafter, the power to make, alter, or repeal the By-Laws, and to adopt any new By-Law, except a By-Law classifying directors for election for staggered terms, shall be vested in the Board of Directors.

3. Whenever the corporation shall be authorized to issue only one class of stock, each outstanding share shall entitle the holder thereof to notice of, and the right to vote at, any meeting of stockholders. Whenever the corporation shall be authorized to issue more than one

000004

-6-

class of stock, no outstanding share of any class of stock which is denied voting power under the provisions of the certificate of incorporation shall entitle the holder thereof to the right to vote, at any meeting of stockholders except as the provisions of paragraph (c)(f) of section 242 of the General Corporation Law shall otherwise require; provided, that no share of any such class which is otherwise denied voting power shall entitle the holder thereof to vote upon the increase or decrease in the number of authorized shares of said class.

NINTH: The corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of Delaware, as the [ILLEGIBLE] may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

TENTH: From time to time any of the provisions of this certificate of incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article TENTH.

Signed on February 20, 1973.

R. O. Dickerson

Incorporator

000005

-7-

CERTIFICATE OF AMENDMENT

of

CERTIFICATE OF INCORPORATION

of

PARAGON CONSTRUCTION COMPANY

PARAGON CONSTRUCTION COMPANY, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Law”), DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of PARAGON CONSTRUCTION COMPANY, by the unanimous written consent of its members pursuant to Section 141(f) of the Law, filed with the minutes of the proceedings of the Board, duly adopted a resolution setting forth a proposed amendment of the Certificate of incorporation of said corporation and declaring said amendment to be advisable. The resolution setting forth the proposed amendment is as follows:

“RESOLVED that it is deemed advisable that the Certificate of Incorporation of the Corporation be amended by changing Article FIRST thereof so that, as amended, said Article shall be and shall read as follows:

‘FIRST: The name of the corporation (hereinafter called the “corporation”) is

TRIAD ENGINEERS & CONSTRUCTORS INC.’”

000007

SECOND: That, in lieu of a meeting and vote of the stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the Law and that said consent has been filed with the minutes of the proceedings of the stockholders.

THIRD: That the aforesaid amendment of the Certificate of Incorporation was duly adopted pursuant to the applicable provisions of Sections 141, 228 and 242 of the Law.

IN WITNESS WHEREOF, said PARAGON CONSTRUCTION COMPANY has caused this instrument to be executed for and on its behalf by a Vice President thereunto duly authorized, attested by an Assistant Secretary and its corporate seal thereunto duly affixed this 29th day of September, 1978.

PARAGON CONSTRUCTION COMPANY
By
	Vice President

ATTEST:

    

Assistant Secretary

000008

-2-

STATE OF NEW HAMPSHIRE	)
	:	ss.:
COUNTY OF ROCKINGHAM	)

BE IT REMEMBERED that, on the 29th day of September, 1978, personally came before me, a Notary Public in and for the State of New Hampshire, MARC I. STERN and BETTY BORIN, a Vice President and an Assistant Secretary, respectively, of PARAGON CONSTRUCTION COMPANY, known to me personally to be such, executed before me the foregoing Certificate of Amendment of Certificate of Incorporation, acknowledged the said Certificate to be their act and deed and made on behalf of said corporation, that the signatures on said Certificate are in the handwriting of said Vice President and Assistant Secretary and that the seal affixed to said Certificate is the common or corporate seal of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year aforesaid.

    

Notary Public

000009

CERTIFICATE OF AMENDMENT

of

CERTIFICATE OF INCORPORATION

of

TRIAD ENGINEERS & CONSTRUCTORS INC.

TRIAD ENGINEERS & CONSTRUCTORS INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Law”), DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of TRIAD ENGINEERS & CONSTRUCTORS INC., by the unanimous written consent of its members pursuant to Section 141(f) of the Law, filed with the minutes of proceedings of the Board, duly adopted a resolution setting forth a proposed amendment of the Certificate of Incorporation of said corporation and declaring said amendment to be advisable. The resolution setting forth the proposed amendment is as follows:

“RESOLVED that it is deemed advisable that the Certificate of Incorporation of the Corporation be amended by changing ARTICLE FIRST thereof so that, as amended, said Article shall be and shall read as follows:

‘FIRST: The name of the corporation (hereinafter called the “corporation”) is

TRICON INDUSTRIAL CONSTRUCTION COMPANY’

000011

SECOND: That, in lieu of a meeting and vote of the stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the Law and that said consent has been filed with the minutes of the proceedings of the stockholders.

THIRD: That the aforesaid amendment of the Certificate of Incorporation was duly adopted pursuant to the applicable provisions of Sections 141, 228 and 242 of the Law.

IN WITNESS WHEREOF, said TRIAD ENGINEERS & CONSTRUCTORS INC. has caused this instrument to be executed for and on its behalf by a Vice President, thereunto duly authorized, attested by an Assistant Secretary and its corporate seal thereunto duly affixed this 14th day of November, 1978.

TRIAD ENGINEERS & CONSTRUCTORS INC.
By
	Vice President

Assistant Secretary

000012

-2-

STATE OF NEW HAMPSHIRE	)
	:	ss.:
COUNTY OF ROCKINGHAM	)

BE IT REMEMBERED that, on the 14th day of November, 1978, personally came before me, a Notary Public in and for the State of New Hampshire, MARC I. STERN and BETTY BORIN, a Vice President and an Assistant Secretary, respectively, of TRIAD ENGINEERS & CONSTRUCTORS INC., known to me personally to be such, executed before me the foregoing Certificate of Amendment of Certificate of Incorporation, acknowledged the said Certificate to be their act and deed and made on behalf of said corporation, that the signatures on said Certificate are in the handwriting of said Vice President and Assistant Secretary and that the seal affixed to said Certificate is the common or corporate seal of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year aforesaid.

Notary Public My Commission Expires June 23, 1983

000013

CERTIFICATE OF AMENDMENT

of

CERTIFICATE OF INCORPORATION

or

TRICON INDUSTRIAL CONSTRUCTION COMPANY

TRICON INDUSTRIAL CONSTRUCTION COMPANY, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Law”), DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of TRICON INDUSTRIAL CONSTRUCTION COMPANY, by the unanimous written consent of its members pursuant to Section 141(f) of the Law, filed with the minutes of the proceedings of the Board, duly adopted a resolution setting forth a proposed amendment of the Certificate of Incorporation of said corporation and declaring said amendment to be advisable. The resolution setting forth the proposed amendment is as follows:

“RESOLVED that it is deemed advisable that the Certificate of Incorporation of the Corporation be amended by changing ARTICLE FIRST thereof so that, as amended, said Article shall be and shall read as follows:

‘FIRST: The name of the corporation (hereinafter called the “corporation”) is

NATIONAL INDUSTRIAL CONSTRUCTORS INC.’”

000015

SECOND: That, in lieu of a meeting and vote of the stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the Law and that said consent has been filed with the minutes of the proceedings of the stockholders.

THIRD: That the aforesaid amendment of the Certificate of Incorporation was duly adopted pursuant to the applicable provisions of Sections 141, 228 and 242 of the Law.

IN WITNESS WHEREOF, said TRICON INDUSTRIAL CONSTRUCTION COMPANY has caused this instrument to be executed for and on its behalf by a Vice President, thereunto duly authorized, attested by an Assistant Secretary and its corporate seal thereunto duly affixed this 28th day of December, 1978.

TRICON INDUSTRIAL CONSTRUCTION COMPANY
By
	Vice President

ATTEST:

Assistant Secretary

000016

-2-

STATE OF NEW HAMPSHIRE	)
	:	ss.:
COUNTY OF ROCKINGHAM	)

BE IT REMEMBERED that, on the 28th day of December, 1978, personally came before me, a Notary Public in and for the State of New Hampshire, MARC I. STERN and BETTY BORIN, a Vice President and an Assistant Secretary, respectively, of TRICON INDUSTRIAL CONSTRUCTION COMPANY, known to me personally to be such, executed before me the foregoing Certificate of Amendment of Certificate of Incorporation, acknowledged the said Certificate to be their act and deed and made on behalf of said corporation, that the signatures on said Certificate are in the handwriting of said Vice President and Assistant Secretary and that the seal affixed to said Certificate is the common or corporate seal of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year aforesaid.

Notary Public

000017

CERTIFICATE OF AMENDMENT

of

CERTIFICATE OF INCORPORATION

of

NATIONAL INDUSTRIAL CONSTRUCTORS INC.

NATIONAL INDUSTRIAL CONSTRUCTORS INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Law”), DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of NATIONAL INDUSTRIAL CONSTRUCTORS INC., by the unanimous written consent of its members pursuant to Section 141(f) of the Law, filed with the minutes of the proceedings of the Board, duly adopted a resolution setting forth a proposed amendment of the Certificate of Incorporation of said corporation and declaring said amendment to be advisable. The resolution setting forth the proposed amendment is as follows:

RESOLVED that it is deemed advisable that the Certificate of Incorporation of the Corporation, as amended, be further amended by changing Article FIRST thereof so that, as further amended, said Article shall be and read as follows:

FIRST: The name of the corporation (hereinafter called the “corporation”) is

KRI CONSTRUCTORS INC.

00002

SECOND: That, in lieu of a meeting and vote of the stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the Law and that said consent has been filed with the minutes of the proceedings of the stockholders.

THIRD: That the aforesaid amendment of the Certificate of Incorporation was duly adopted pursuant to the applicable provisions of Sections 141, 228 and 242 of the Law.

IN WITNESS WHEREOF, said NATIONAL INDUSTRIAL CONSTRUCTORS INC. has caused this instrument to be executed for and on its behalf by a Vice President, thereunto duly authorized, and attested by an Assistant Secretary, this 20th day of January, 1982.

NATIONAL INDUSTRIAL CONSTRUCTORS INC.
By
	Vice President

ATTEST:

    

Assistant Secretary

00003

-2-

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

*  *  *  *  *

KRI CONSTRUCTORS INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY

The present registered agent of the corporation is The Prentice-Hall Corporation System, Inc. and the present registered office of the corporation is in the county of Kent

The Board of Directors of KRI CONSTRUCTORS INC. adopted the following resolution on the 25th day of January, 1982.

Resolved, that the registered office of KRI CONSTRUCTORS INC.

in the state of Delaware be and it hereby is changed to No. 100 West Tenth Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF, KRI CONSTRUCTORS INC. has caused this statement to be signed by William V. Buccella                     , its Vice President and attested by Betty Bor in                     , its Assistant Secretary this 27th day of January     , 1982

By
	Vice President

ATTEST:
By
	Assistant Secretary

000002

(DEL - [ILLEGIBLE] - 8/7/78)

CERTIFICATE OF AMENDMENT of
CERTIFICATE OF INCORPORATION
of
KRI CONSTRUCTORS INC.

KRI CONSTRUCTORS INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Law”), DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of KRI CONSTRUCTORS INC., by the unanimous written consent of its members pursuant to Section 141(f) of the Law, filed with the minutes of the proceedings of the Board, duly adopted a resolution setting forth a proposed amendment of the Certificate of Incorporation of said corporation and declaring said amendment to be advisable. The resolution setting forth the proposed amendment is as follows:

RESOLVED that it is deemed advisable that the Certificate of Incorportion of the Corporation, as amended, be further amended by changing Article FIRST thereof so that, as further amended, said Article shall be and read as follows:

FIRST: The name of the corporation (hereinafter called the “corporation”) is

NATIONAL INDUSTRIAL CONSTRUCTORS INC.

SECOND: That, in lieu of a meeting and vote of the stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the Law and that said consent has been filed with the minutes of the proceedings of the stockholders.

THIRD: That the aforesaid amendment of the Certificate of Incorporation was duly adopted pursuant to the applicable provisions of Sections 141, 228, and 242 of the Law.

IN WITNESS WHEREOF, said KRI CONSTRUCTORS INC. has caused this instrument to be executed for and on its behalf by a Vice President, thereunto duly authorized, and attested by an Assistant Secretary, this 4th day of September, 1986.

KRI CONSTRUCTORS INC.
By:
	Vice President

ATTEST:

Assistant Secretary

            00003

-2-

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 06/28/1996

960192166 - 789138

NATIONAL INDUSTRIAL CONSTRUCTORS INC.

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF INCORPORATION

National Industrial Constructors Inc., a Delaware corporation (the “Corporation”), does hereby certify, pursuant to Section 242 of the General Corporation Law of the State of Delaware, that:

FIRST: Pursuant to Section 141(f) of the General Corporation Law of the State of Delaware and Section 3-7 of the Corporation’s By-Laws, by written consent of the Board of Directors of the Corporation dated as of June 12, 1996, resolutions were duly adopted proposing an Amendment to the Certificate of Incorporation of the Corporation changing Article First of the Certificate of Incorporation and submitting such proposal to the sole stockholder of the Corporation, as follows:

RESOLVED:	That it is deemed advisable and in the best interest of the Corporation to amend Article First of its Certificate of Incorporation to read as follows:
	FIRST: The name of the corporation (hereinafter called the “corporation”) is:
	Rust Constructors Inc.
RESOLVED:	That, subject to stockholder approval as provided below, the Corporation be and it hereby is authorized and directed to amend its Certificate of Incorporation as set forth in the foregoing resolution, that the proposed amendment to the Corporation’s Certificate of Incorporation shall be submitted to the sole stockholder of the Corporation for its consideration and approval, and that, upon receipt of such stockholder approval, the appropriate officers of the Corporation be and they hereby are authorized and directed to execute and deliver any and all documents or certificates deemed necessary to effectuate the proposed amendment outlined above, including a Certificate of Amendment to Certificate of

BOS-BUS:281514.1

Incorporation for filing with the Delaware Secretary of State.

SECOND: The proposed amendment to the Corporation’s Certificate of Incorporation has been unanimously approved and adopted by the sole stockholder of the Corporation, by written consent dated as of June 12, 1996.

Accordingly, Article First of the Certificate of Incorporation of the Corporation is hereby amended to read as follows:

FIRST: The name of the corporation (hereinafter called the “corporation”) is:

Rust Constructors Inc.

IN WITNESS WHEREOF, National Industrial Constructors Inc. has caused this Certificate of Amendment to its Certificate of Incorporation to be executed by Charles Q. Miller, its Chairman, as of the 27th day of June, 1996.

NATIONAL INDUSTRIAL CONSTRUCTORS INC.
By:
	Charles Q. Miller, Chairman

BOS-BUS:281514.1

-2-

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

It is hereby certified that:

1. The name of the corporation (hereinafter called the “corporation”) is

RUST CONSTRUCTORS INC.

2. The registered office of the corporation within the State of Delaware is hereby changed to 1013 Centre Road, City of Wilmington 19805, County of New Castle.

3. The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4. The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on November 25, 1996

Michael D. Avant, President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 12/17/1996

960371089 – 0789138

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 06/05/1997

971184270 – 0789138

RUST CONSTRUCTORS INC.

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF INCORPORATION

Rust Constructors Inc., a Delaware corporation (the “Corporation”), does hereby certify, pursuant to Section 242 of the General Corporation Law of the State of Delaware, that:

FIRST: Pursuant to Section 141(f) of the General Corporation Law of the State of Delaware and Section 3-7 of the Corporation’s By-Laws, by written consent of the Board of Directors of the Corporation dated as of May 30, 1997, resolutions were duly adopted proposing an Amendment to the Certificate of Incorporation of the Corporation changing Article Ninth of the Certificate of Incorporation and submitting such proposal to the sole stockholder of the Corporation, as follows:

RESOLVED:	That it is deemed advisable and in the best interest of the Corporation to amend Article Ninth of its Certificate of Incorporation to read as follows:
	NINTH: The corporation may indemnify any and all persons whom it shall have the power to indemnify under Section 145 (or any successor statute) of the General Corporation Law of the State of Delaware on the basis provided in the By-Laws of the Corporation as in effect from time to time.
RESOLVED:	That, subject to stockholder approval as provided below, the Corporation be and it hereby is authorized and directed to amend its Certificate of Incorporation as set forth in the foregoing resolution, that the proposed amendment to the Corporation’s Certificate of Incorporation shall be submitted to the sole stockholder of the Corporation for its consideration and approval, and that, upon receipt of such stockholder approval, the appropriate officers of the Corporation be and they hereby are authorized and directed to execute and deliver any and all documents or certificates deemed necessary

BOS-BUS:369765 2

to effectuate the proposed amendment outlined above, including a Certificate of Amendment to Certificate of Incorporation for filing with the Delaware Secretary of State.

SECOND: The proposed amendment to the Corporation’s Certificate of Incorporation has been unanimously approved and adopted by the sole stockholder of the Corporation, by written consent dated as of May 30, 1997.

Accordingly, Article Ninth of the Certificate of Incorporation of the Corporation is hereby amended to read as follows:

NINTH: The corporation may indemnify any and all persons whom it shall have the power to indemnify under Section 145 (or any successor statute) of the General Corporation Law of the State of Delaware on the basis provided in the By-Laws of the Corporation as in effect from time to time.

IN WITNESS WHEREOF, Rust Constructors Inc. has caused this Certificate of Amendment to its Certificate of Incorporation to be executed by Charles Q. Miller, its Chairman, as of the 30 day of May, 1997.

RUST CONSTRUCTORS INC.
By:
	Charles Q. Miller, Chairman

BOS-BUS:369765.2

-2-

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

*  *  *  *  *

Rust Constructors Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is Corporation Service Company and the present registered office of the corporation is in the county of New Castle.

The Board of Directors of Rust Constructors Inc. adopted the following resolution on the 21st day of January, 1999.

Resolved, that the registered office of Rust Constructors Inc. in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF, Rust Constructors Inc. has caused this statement to be signed by Nicole Robie, its Vice President, this 3rd day of February, 2000.

Nicole Robie, Vice President

(DEL. – 264 – 6/15/94)

CT System

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:13 PM 12/22/2008

FILED 03:07 PM 12/22/2008

081220226 – 0789138 FILE

STATE OF DELAWARE

CERTIFICATE OF CHANGE

OF REGISTERED AGENT AND/OR

REGISTERED OFFICE

The Board of Directors of Rust Constructors Inc., a Delaware Corporation, on this 19th day of December, A.D. 2008, do hereby resolve and order that the location of the Registered Office of this Corporation within this State be, and the same hereby is Corporation Trust Center 1209 Orange Street, in the City of Wilmington, County of New Castle Zip Code 19801.

The name of the Registered Agent therein and in charge thereof upon whom process against this Corporation may be served, is THE CORPORATION TRUST COMPANY.

The Corporation does hereby certify that the foregoing is a true copy of a resolution adopted by the Board of Directors at a meeting held as herein stated.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by an authorized officer, the 19th day of December, A.D., 2008.

By:	/s/ Jennifer Shanders
	Authorized Officer
Name:	Jennifer Shanders
	Print or Type
Title:	Vice President

DE021 - 08/23/2005 CT System Online

EX-3.52

Exhibit 3.52

Adopted: May 30, 1997

AMENDED AND RESTATED

BY-LAWS OF

RUST CONSTRUCTORS INC.

ARTICLE I

OFFICES

SECTION. 1.1. Registered Office. The registered office of the Corporation in the State of Delaware shall be in the City of Dover, County of Kent.

SECTION 1.2. Principal Business Office. The principal business office of the Corporation shall be in the City of Birmingham, State of Alabama or such other location within the United States as the Board of Directors may determine.

ARTICLE 2

MEETINGS OF STOCKHOLDERS

SECTION 2.1. Place of Meetings. Each meeting of stockholders of the Corporation shall be held at such place as the Board of Directors may designate in the notice of such meeting, but if no such designation is made, then at the principal business office of the Corporation.

SECTION 2.2. Annual Meetings. An annual meeting of stockholders for the purpose of electing directors and transacting such other business as may properly be brought before the meeting shall be held (a) on the third Monday of June of each year at 11:00 a.m. (local time), unless such day is a legal holiday in which case the meeting shall be held on the next succeeding business day that is not a legal holiday or (b) on such other date and at such other time as the Board of Directors may determine.

SECTION 2.3. Special Meetings. Special meetings of stockholders may be called by the Board of Directors or stockholders owning capital stock of the Corporation having not less than one-third of the total voting

power. Business transacted at any special meeting shall be confined to the purpose or purposes stated in the notice of such special meeting.

SECTION 2.4. Notice of Stockholders’ Meetings. Notice of each meeting of stockholders, stating the date, time and place, and, in the case of special meetings, the purpose or purposes for which such meeting is called, shall be given to each stockholder entitled to vote thereat not less than 10 nor more than 60 days before the date of the meeting unless otherwise required by statute. Such notice shall be in writing and mailed to stockholders as their addresses appear on the records of the Corporation.

SECTION 2.5. Record Dates. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of shares or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a future date as the record date, which shall not be more than 60 days before the date of such meeting or any other action requiring a determination by stockholders and with respect to any meeting shall not be less than 10 days before the date of the meeting.

SECTION 2.6. Quorum and Adjournments. The holders of a majority of the voting power of the shares of the Corporation entitled to vote, present in person or by proxy, shall constitute a quorum of stockholders for all purposes unless the representation of a larger proportion is required by statute or by the Corporation’s Certificate of Incorporation and, in such cases, the representation of the proportion so required shall constitute a quorum. Whether or not there is such a quorum, the person presiding at the meeting or the stockholders present or represented by proxy representing a majority of the shares present or represented may adjourn the meeting from time to time without notice other than an announcement at the meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the original meeting.

SECTION 2.7. Voting by Stockholders. Directors shall be elected by a plurality of the votes cast. If a quorum exists, action on a matter other than the election of directors submitted to stockholders entitled to vote thereon at any meeting shall be approved if the votes cast favoring the action exceed the votes cast opposing the action, unless a greater number of affirmative votes is required by statute or the Certificate of Incorporation.

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SECTION 2.8. Proxies. Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy, provided the proxy is in writing, signed by the stockholder or such stockholder’s authorized representative and delivered to the Secretary. No proxy shall be voted after three years from its date.

SECTION 2.9. Action Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented thereto in writing. Such consent(s) shall be filed with the minutes of proceedings of the stockholders.

ARTICLE 3

DIRECTORS

SECTION 3.1. Powers. The business of the Corporation shall be managed by the Board of Directors which may exercise all powers of the Corporation and do all lawful acts and things which are not by statute or by the Certificate of Incorporation or these By-Laws directed or required to be exercised or done by the stockholders.

SECTION 3.2. Number Election and Terms of Office. The number of directors shall be fixed from time to time by the affirmative vote of a majority of the directors then in office provided that pending the initial vote of directors, the number shall be three. Directors shall be elected annually by the stockholders as provided in Section 2.2 or elected in accordance with Section 3.3 of these By-Laws. Each director shall hold office until his or her successor is duly elected and qualified or until the earlier of his or her death, resignation or removal in a manner permitted by statute or these By-Laws.

SECTION 3.3. Vacancies. Vacancies occurring on the Board of Directors and newly-created directorships resulting from any increase in the number of directors may be filled only by the affirmative vote of a majority of the directors then in office, although less than a quorum, or by

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a sole remaining director. Any director so chosen shall hold office for a term expiring at the next annual meeting of stockholders and until his or her successor is duly elected and qualified or until the earlier of his or her death, resignation or removal in a manner permitted by statute or these By-Laws. No decrease in the number of authorized directors constituting the Board of Directors shall shorten the term of any incumbent director.

SECTION 3.4. Removal. Any director or the entire Board of Directors may be removed from office at any time, with or without cause, by the affirmative vote of the holders of at least a majority of the then outstanding shares of capital stock of the Corporation.

SECTION 3.5. Resignation. Any director may resign at any time upon written notice to the Corporation. A resignation shall be effective as of the time specified in the notice without acceptance thereof unless otherwise specified in such notice.

SECTION 3.6. Place of Meetings. The place of any meetings of the Board of Directors may be either in or outside the State of Delaware.

SECTION 3.7. Regular Meetings. Regular meetings of the Board of Directors shall be held at such dates, times and places designated by the Board of Directors, or at such dates, times and places otherwise set by the Chairman.

SECTION 3.8. Special Meetings. Special meetings of the Board of Directors:

(a) may be called by the Chairman; and

(b) shall be called by the Chairman upon the written request of a majority of the directors then in office, and in the case of death, disability or absence of the Chairman, the Secretary shall call the meeting upon such request.

SECTION 3.9. Notice of Meetings. (a) Notice of each meeting of the Board of Directors shall be given to each director in writing and delivered personally, mailed to his or her address appearing on the records of the Corporation, or given by telegram, cable, telephone, telecopy, facsimile or a nationally recognized overnight delivery service.

(i) Notice to directors by mail shall be given at least two business days before the meeting and shall be deemed to be given when mailed to the director at his or her address appearing on the records of the Corporation.

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(ii) Notice to directors by telegram, cable, personal delivery, telephone or facsimile shall be given a reasonable time before the meeting but in no event less than one hour before the meeting. Notice by telegram or cable shall be deemed to be given when the telegram or cable addressed to the director at his or her address appearing on the records of the Corporation is delivered to the telegraph company. Notice by telephone or facsimile shall be deemed to be given when transmitted by telephone or facsimile to the telephone number or facsimile call designation appearing on the records of the Corporation for the director (regardless of whether the director shall have personally received such telephone call or facsimile message), provided confirmation of transmission shall be made promptly by telegram or cable in the manner specified above.

(b) Meetings of the Board of Directors may be held at any time and for any purpose without notice when all members of the Board of Directors are present.

SECTION 3.10. Quorum; Voting. Except as provided in Section 3.3, a majority of the total number of directors which the Corporation would have if there were no vacancies shall constitute a quorum for the transaction of business at all meetings of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. All questions shall be decided by vote of majority of the Directors present, unless otherwise specifically provided by law or these By-Laws.

SECTION 3.11. Informal Action. Unless otherwise restricted by statute or the Certificate of Incorporation, an action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all directors or by all members of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or of such committee.

SECTION 3.12. Attendance by Conference Telephone. Members of the Board of Directors or any committee designated by the Board of Directors may participate in a meeting by means of conference telephone or similar communications equipment which permits all persons participating in the meeting to hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

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SECTION 3.13. Committees. The Board of Directors may from time to time, in its discretion, by resolution passed by a majority of the whole board, designate and appoint from the directors committees of one or more persons which shall have and may exercise such lawfully delegable powers and duties conferred or authorized by the resolutions of designation and appointment. The Board of Directors shall have power at any time to change the members of any such committee, to fill vacancies and to discharge any such committee.

ARTICLE 4

WAIVER OF NOTICE

SECTION 4.1. Waiver of Notice. Whenever any notice is required, a waiver thereof signed by the person entitled to such notice and filed with the minutes or corporate records, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of any person at any meeting of stockholders or directors shall constitute a waiver of notice of such meeting, except when such person attends only for the express purpose of objecting, at the beginning of the meeting (or in the case of a director’s meeting, promptly upon such director’s arrival), to the transaction of any business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

ARTICLE 5

OFFICERS

SECTION 5.1. Designation; Number: Election. (a) The Board of Directors shall elect a Chairman of the Board of Directors, a president and a secretary.

(b) In addition to the officers elected by the Board of Directors, the Chairman at any time may appoint a controller, a treasurer, a general counsel and one or more vice presidents, assistant controllers, assistant treasurers, assistant general counsel and assistant secretaries.

(c) One person may hold more than one office at the same time if the duties of such officers as provided by these By-Laws may be properly and consistently performed by one person.

SECTION 5.2. Term of Office; Removal; Vacancies. (a) The term of each officer elected by the Board of Directors shall be one year and shall continue until his or her successor is chosen and qualified or until his or her earlier death, resignation or removal. Any officer elected by the Board

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of Directors may be (i) suspended, at any time, by the Chairman until the Board of Directors convenes, and (ii) removed at any time by the affirmative vote of the Board of Directors. Vacancies occurring among officers elected by the Board of Directors may be filled at any time by the Board of Directors.

(b) Appointed officers shall serve at the pleasure of the Chairman.

(c) All agents and representatives of the Corporation shall hold office only during the pleasure of the Board of Directors or the officer appointing them.

SECTION 5.3. Compensation of Officers. The Board of Directors shall have the authority to fix compensation of the officers elected by it. The Chairman and/or such officers as the Chairman may designate shall have the authority to fix compensation of all other officers of the Corporation.

SECTION 5.4. Chairman of the Board of Directors. The Chairman shall (i) preside at all meetings of the stockholders and of the Board of Directors, and have plenary power to set the agenda, determine the procedure and rules of order and make definitive rulings at meetings of stockholders; (ii) have power to appoint officers for any operating division who, as such, shall not be officers of the Corporation; and (iii) have such other powers and perform such other duties provided in these By-Laws or assigned by the Board of Directors.

SECTION 5.5. President. Subject to control and supervision by the Board of Directors, the President shall be the Chief Executive Officer of the Corporation, and shall have general management and oversight of the administration and operation of the Corporation’s business and general supervision of its policies and affairs. He or she shall see that all orders and resolutions of the Board of Directors and of any committee thereof are carried into effect. The President shall have such other powers and perform such other duties provided in these By-Laws or assigned by the Board of Directors.

SECTION 5.6. Secretary. Subject to control and supervision by the Board of Directors and by the Chairman or such officer as the Chairman may designate, the Secretary shall attend and record proceedings of meetings of stockholders and directors; have such other powers and duties provided in these By-Laws or assigned by the Board of Directors or the Chairman or such officer as the Chairman may designate; and have the usual powers and duties pertaining to the office.

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SECTION 5.7. Assistant Secretaries. The assistant secretaries shall have the powers and duties provided in these By-Laws or assigned by the Chairman or the Secretary. In the absence or disability of the Secretary, they shall have all his or her powers and duties.

SECTION 5.8. Controller. Subject to control and supervision by the Board of Directors and the Chairman or such officer as the Chairman may designate, the Controller shall be in charge of the accounts of the Corporation and its subsidiaries and maintain adequate records of all assets, liabilities and business transactions; have such other powers and duties provided in these By-Laws or assigned by the Board of Directors or the Chairman or such officer as the Chairman may designate; and have the usual powers and duties pertaining to the office.

SECTION 5.9. Assistant Controllers. The assistant controllers shall have the powers and duties provided in these By-Laws or assigned by the Chairman or Controller. In the absence or disability of the Controller, they shall have all his or her powers and duties.

SECTION 5.10. Treasurer. Subject to control and supervision by the Board of Directors, the Chairman or such officer as the Chairman may designate, the Treasurer shall propose financial policies, negotiate loans, be responsible for the maintenance of proper insurance coverages, and have custody of the funds and securities of the Corporation; have such other powers and duties provided by these By-Laws or assigned by the Board of Directors or the Chairman or such officer as the Chairman may designate; and have the usual powers and duties pertaining to the office.

SECTION 5.11. Assistant Treasurers. The assistant treasurers shall have the powers and duties provided in these By-Laws or assigned by the Chairman or the Treasurer. In the absence of the Treasurer, they shall have all his or her powers and duties.

SECTION 5.12. General Counsel. Subject to control and supervision by the Board of Directors and the Chairman, the General Counsel shall be chief legal officer of the Corporation, have such other powers and duties provided in these By-Laws or assigned by the Board of Directors or the Chairman; and have the usual powers and duties pertaining to the office.

SECTION 5.13. Assistant General Counsel. The assistant general counsel shall have the power and duties provided in these By-Laws or assigned by the Chairman or General Counsel. In the absence or disability of the General Counsel, they shall have all his or her powers and duties.

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SECTION 5.14. Vice Presidents. Each vice president shall have the powers and duties provided in these By-Laws or assigned by the Board of Directors, the Chairman or the President. The Chairman may designate one or more of such vice presidents as executive, senior or assistant vice presidents.

ARTICLE 6

CONDUCT OF BUSINESS

SECTION 6.1. Corporate Authority. (a) The Chairman or the President acting singly may sign any document incident to the business of the Corporation, including without limitation contracts, instruments, agreements (including agreements evidencing indebtedness), and checks and other negotiable instruments for the disbursements of Corporate funds.

(b) The Chairman or the President from time to time may delegate to any other officer or any employee of the Corporation or any of its subsidiaries all or any portion of the authority granted to such officer pursuant to subsection (a) of this Section 6.1, provided that such delegation shall be without the power of redelegation.

(c) A certified copy of these By-Laws may be furnished as evidence of the authorities herein granted, and all persons shall be entitled to rely on such authorities in the case of a specific contract, conveyance or other transaction without the need of a resolution of the Board of Directors specifically authorizing the transaction involved.

SECTION 6.2. Loans by the Corporation. All loans made by the Corporation (other than extensions of credit in the ordinary course of business) shall be authorized by the Board of Directors.

SECTION 6.3. Voting and Transfer of Stock. (a) Any elected officer acting singly may (i) execute and deliver on behalf of the Corporation proxies on stock owned by the Corporation appointing a person or persons to represent and vote such stock at any meeting of stockholders, with full power of substitution, and alter or rescind such appointment; (ii) attend and vote at any meeting of stockholders of any corporation in which the Corporation holds stock; (iii) exercise any and all rights and powers incident to the ownership of such stock, which, as the owner thereof, the Corporation might have possessed and exercised if present; and (iv) execute and deliver such forms of transfer or assignment customary or necessary to effect a transfer of stocks or other securities standing in the name of the Corporation.

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(b) Each elected officer from time to time may delegate to any other officer or any employee of the Corporation or any of its subsidiaries all or any portion of the authority granted to such officer pursuant to subsection (a) of this Section 6.3, provided that such delegation shall be without the power of redelegation.

(c) A corporation or person transferring any such stocks or other securities pursuant to a form of transfer or assignment so executed shall be fully protected and shall be under no duty to inquire whether the Board of Directors has taken action in respect thereof.

ARTICLE 7

STOCK CERTIFICATES AND THEIR TRANSFER

SECTION 7.1. Stock Certificates. (a) Certificates for shares of stock of the Corporation shall be signed by either the Chairman or the President and by the Secretary or an assistant secretary, and shall not be valid unless so signed. Such certificates shall be appropriately numbered and contain the name of the registered holder, the number of shares and the date of issue.

(b) In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer at the date of issue.

SECTION 7.2. Transfer of Shares. Upon surrender to the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction. No certificate shall be issued in exchange for any certificate until the former certificate for the same number of shares of the same class and series shall have been surrendered and canceled, except as provided in Section 7.4.

SECTION 7.3. Regulations. The Board of Directors shall have authority to make rules and regulations concerning the issue, transfer and registration of certificates for shares of the Corporation.

SECTION 7.4. Lost, Stolen and Destroyed Certificates. The Corporation may issue a new certificate or certificates for shares in place

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of any issued certificate alleged to have been lost, stolen or destroyed upon such terms and conditions as the Board of Directors may prescribe.

SECTION 7.5. Registered Stockholders. The Corporation shall be entitled to treat the holder of record (according to the books of the Corporation) of any share or shares as the holder in fact thereof and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other party whether or not the Corporation shall have express or other notice thereof, except as expressly required by statute.

ARTICLE 8

INDEMNIFICATION

SECTION 8.1. Each person who is or was a director or officer of the Corporation (and the heirs, executors or administrators of such person) who is or was made a party to, or is or was involved in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the Corporation or is or was serving at the request or for the benefit of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, shall be held harmless and indemnified by the Corporation against any expense, liability or loss (including, without limitation, judgments, fines, settlement payments, and the expense of legal counsel) incurred by such person in any such capacity to the fullest extent permitted by applicable law. The right to indemnification conferred in this Article shall also include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition to the fullest extent permitted by applicable law. The Corporation may provide indemnification to other employees and agents of the Corporation as may be authorized from time to time by the Board of Directors to the fullest extent permitted by applicable law.

SECTION 8.2. The Corporation may purchase and maintain insurance, at its expense, to protect itself and any person who is or was a director, officer, employee or agent of the Corporation or who is or was serving at the request or for the benefit of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any expense, liability or loss incurred by such person m any such capacity, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under applicable law.

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SECTION 8.3. The rights and authority conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation or By-Laws of the Corporation, agreement, vote of stockholders or disinterested directors or otherwise.

SECTION 8.4. Neither the amendment nor repeal of this Article nor the adoption of any provision of the Certificate of Incorporation or By-Laws or of any statute inconsistent with this Article shall eliminate or reduce the effect of this Article in respect of any acts or omissions occurring prior to such amendment, repeal or adoption of any such inconsistent provision.

ARTICLE 9

GENERAL

SECTION 9.1. Fiscal Year. The fiscal year of the Corporation shall begin on January 1 and end on December 31 each year.

SECTION 9.2. Severability. If any provision of these By-Laws, or its application thereof to any person or circumstances, is held invalid, the remainder of these By-Laws and the application of such provision to other persons or circumstances shall not be affected thereby.

SECTION 9.3. Amendments. These By-Laws may be amended, added to, rescinded or repealed by the affirmative vote of at least a majority of the Board of Directors.

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EX-3.53

Exhibit 3.53

F0652-0381

CERTIFICATE OF AMENDMENT

TO ARTICLES OF

DALTON • DALTON • NEWPORT INC

William Roy Laubscher, President, and Sheldon S. Mann, Secretary, of Dalton • Dalton • Newport Inc, an Ohio corporation, with its principle office located at Cleveland, Ohio, do hereby certify that a writing signed by the sole shareholder of said corporation for the purpose of amending the Articles of Incorporation thereof, as contained in the following resolution, was duly executed on the 16th day of April, 1985:

RESOLVED, that the Articles of Incorporation of the Corporation are hereby amended to provide that the name of the Corporation be changed to URS Dalton Inc.

IN WITNESS WHEREOF, said William Roy Laubscher, President, and Sheldon S. Mann, Secretary, of Dalton • Dalton • Newport Inc, acting for and on behalf of said corporation, have hereunto subscribed their names and caused the seal of said corporation to be hereunto affixed this 16th day of April, 1985.

By:
	William Roy Laubscher, President
By:
	Sheldon S. Mann, Secretary

Doc ID —> G066_1470

CERTIFICATE OF AMENDMENT

TO ARTICLES OF

URS DALTON INC

William Roy Laubscher, President, and Joseph Masters, Secretary, of URS Dalton Inc, an Ohio corporation, with its principle office located at Shaker Hts. Ohio, do hereby certify that a writing signed by the sole shareholder of said corporation for the purpose of amending the Articles of Incorporation thereof, as contained in the following resolution, was duly executed on the 19th day of December, 1986:

RESOLVED, that the Articles of Incorporation of the Corporation are hereby amended to provide that the name of the Corporation be changed to “URS Company, Inc.”.

IN WITNESS WHEREOF, said William Roy Laubscher, President, and Joseph Masters, Secretary, of URS Dalton Inc, acting for and on behalf of said corporation, have hereunto subscribed their names and caused the seal of said corporation to be hereunto affixed this 22nd day of December, 1986. *formerly Cleveland, Cuyahoga Co.

By:
	William Roy Laubscher, President
By:
	Joseph Masters, Secretary
	Seal

Page 3

Doc ID —> G527_0385

CERTIFICATE OF AMENDMENT OF

ARTICLES OF INCORPORATION OF

URS COMPANY, INC.

Thomas R. Webb, President, and Donald T. Parent, Secretary, of URS Company, Inc., an Ohio corporation, with its principal office located at Shaker Hts., Ohio, do hereby certify that a writing signed by the sole shareholder of the Corporation for the purpose of amending the Articles of Incorporation thereof, as contained in the following resolution, was duly executed on the 1st day of November, 1988.

RESOLVED, that the Articles of Incorporation of the Corporation are hereby amended to provide that the name of the Corporation be changed to “URS Consultants, Inc. - Ohio.”

IN WITNESS HEREOF, said Thomas R. Webb, President, and Donald T. Parent, Secretary, of URS Company, Inc., acting for and on behalf of the Corporation, have hereunto subscribed their names this 30th day of November, 1988. There is no corporate seal.

Thomas R. Webb, President

Donald T. Parent, Secretary

Page 3

Doc ID —> 5622_0912

	Prescribed by	05622-0914	Charter No. 184531
	808 TAFT, Secretary of State		Approved CR
	30 East Broad Street, 14th Floor		Date 9-23-96
	Columbus, Ohio 43266-0418		Fee 35 —
			96092435901

CERTIFICATE OF AMENDMENT

BY SHAREHOLDERS TO THE ARTICLES OF INCORPORATION OF

URS Consultants, Inc. – Ohio

(Name of Corporation)

Joseph Masters	, who is:
¨ Chairman of the Board            ¨ President             x Vice President    (Please check one.)

and	Carol Brummerstedt	, who is:
	¨ Secretary                              x Assistant Secretary    (Please check one.)

of the above named Ohio corporation organized for profit does hereby certify that: (Please check the appropriate box and complete the appropriate statements.)

¨ a meeting of the shareholders was duly called for the purpose of adopting this amendment and held on                     , 19         at which meeting a quorum of the shareholders was present in person or by proxy, and by the affirmative vote of the holders of shares entitling them to exercise     % of the voting power of the corporation.

x in a writing signed by all of the shareholders who would be entitled to notice of a meeting held for that purpose, the following resolution to amend the articles was adopted: “The name of the corporation is hereby amended to read as follows: URS Greiner, Inc. – Ohio”

IN WITNESS WHEREOF, the above named officers, acting for and on the behalf of the corporation, have hereto subscribed their names this 18^th day of September, 1996.

By		By
	(Chairman, President, Vice President		(Secretary, Assistant Secretary)
	Joseph Masters, Vice President		Carol Brummerstedt, Assistant Secretary
NOTE: OHIO LAW DOES NOT PERMIT ONE OFFICER TO SIGN IN TWO CAPACITIES. TWO SEPARATE SIGNATURES ARE REQUIRED, EVEN IF THIS NECESSITATES THE ELECTION OF A SECOND OFFICER BEFORE THE FILING CAN BE MADE.

SHARE

Page 3

Doc ID —> 199826600293

	Prescribed by	Charter No.
	808 TAFT, Secretary of State	Approved
	30 East Broad Street, 14th Floor	Date
	Columbus, Ohio 43266-0418	Fee

CERTIFICATE OF AMENDMENT

BY SHAREHOLDERS TO THE ARTICLES OF INCORPORATION OF

URS GREINER, INC.–OHIO

(Name of Corporation)

CYNTHIA JORGENSEN	, who is:
¨ Chairman of the Board            ¨ President             x Vice President    (Please check one.)

and	CAROL BRUMMERSTEDT	, who is:
	¨ Secretary                              x Assistant Secretary    (Please check one.)

of the above named Ohio corporation organized for profit does hereby certify that: (Please check the appropriate box and complete the appropriate statements.)

¨ a meeting of the shareholders was duly called for the purpose of adopting this amendment and held on                     , 19         at which meeting a quorum of the shareholders was present in person or by proxy, and by the affirmative vote of the holders of shares entitling them to exercise     % of the voting power of the corporation.

x in a writing signed by all of the shareholders who would be entitled to notice of a meeting held for that purpose, the following resolution to amend the articles was adopted:

THE NAME OF THE CORPORATION IS:
“URS GREINER WOODWARD-CLYDE, INC.–OHIO

IN WITNESS WHEREOF, the above named officers, acting for and on behalf of the corporation, have hereunto subscribed their names this 18^th day of August, 1998.

BY:
	(Chairman, President or Vice President)
	Cynthia Jorgensen, Vice President
BY:
	(Secretary or Assistant Secretary)
	Carol Brummerstedt, Asst. Secretary

Page 1

Doc ID —> 200010400568

	Prescribed by J. Kenneth Blackwell	Expedite this form xYes
	Please obtain fee amount and mailing instructions from the Forms Inventory List (using the 3 digit form # located at the bottom of this form). To obtain the Forms Inventory List or for assistance, please call Customer Service:
	Central Ohio: (614)-466-3910    Toll Free: 1-877-SOS-FILE (1-877-767-3453)

CERTIFICATE OF AMENDED ARTICLES OF INCORPORATION

of

URS GREINER WOODWARD-CLYDE, INC. - OHIO

(Name of Corporation)

                    184531                     

(charter number)

Joseph Masters, who is the Vice President of the above named Ohio corporation for profit, does hereby certify that:

¨ a meeting of the shareholders was duly called and held on                     , at which meeting a quorum the shareholders was present in person or by proxy, and that by the affirmative vote of the holders of shares entitling them to exercise             % of the voting power of the corporation.

x in a writing signed by all the shareholders who would be entitled to notice of a meeting held for that purpose, the following Amended Articles of Incorporation were adopted to supersede and take the place of the existing Articles and all amendments thereto.

AMENDED ARTICLES OF INCORPORATION

FIRST:	The name of the corporation is: URS CORPORATION - OHIO
SECOND:	The place in the State of Ohio where its principal office is located is in the City of Cleveland, Cuyahoga County.
THIRD:	The purposes of the corporation are as follows:
	engineering consulting services

Page 1

Doc ID —> 200010400568

J. Kenneth Blackwell

Secretary of State

FOURTH:	The number of shares which the corporation is authorized to have outstanding is: 22,411.4
FIFTH:	These Amended Articles of Incorporation take the place of and supersede the existing Articles of Incorporation as heretofore amended.

IN WITNESS WHEREOF, the above named officer, acting for and on behalf of the corporation, has hereunto
subscribed	his	name on	Ap. 7, 2000
	(gender)		(date)

By:
Title:	Joseph Masters, Vice President

Page 2

Doc ID —> 200010400568

	Prescribed by J. Kenneth Blackwell
	Please obtain fee amount and mailing instructions from the Forms Inventory List (using the 3 digit form # located at the bottom of this form). To obtain the Forms Inventory List or for assistance, please call Customer Service: Central Ohio: (614)-466-3910     Toll Free: 1-877-SOS-FILE (1-877-767-3453)

¨ UNIFORM COMMERCIAL CODE FILINGS

x CORPORATE FILINGS

CORPORATIONS ONLY
x	EXPEDITE     SERVICE

CORRESPONDENCE

PLEASE RETURN THE ATTACHED DOCUMENTS TO:

DIAMOND ACCESS

NAME OF YOUR FIRM OR COMPANY

LISA VAIDO

ATTN

16 EAST BROAD STREET SUITE 600

STREET ADDRESS

COLUMBUS	OHIO	43215
CITY	STATE	ZIP

621-0063

TELEPHONE

UCC ONLY

¨    MAIL         ¨    PICK UP

IF NOT CHECKED, IT WILL BE MAILED  

183-CSP		Version: May 1, 1999
	Page 3

Doc ID —> 200302800208

	Prescribed by J. Kenneth Blackwell Ohio Secretary of State Central Ohio: (614) 466-3910 Toll Free: 1-877-SOS-FILE (1-877-767-3453)	Expedite this Form: (Select One)
		PO Box 1390 l Yes          Columbus, OH 43216 *** Requires an additional fee of $100 ***
		PO Box 1329 ¡ No          Columbus, OH 43216

www.state.oh.us/sos e-mail: busserv@sos.state.oh.us

CERTIFICATE OF MERGER

(For Domestic or Foreign, Profit or Non-Profit)

Filing Fee $125.00

(154-MER)

In accordance with the requirements of Ohio law, the undersigned corporations, banks, savings banks, savings and loan, limited liability companies, limited partnerships and/or partnerships with limited liability, desiring to effect a merger, set forth the following facts:

I. SURVIVING ENTITY
	A.	The name of the entity surviving the merger is:
		URS Corporation - Ohio
	B.	Name Change: As a result of this merger, the name of the surviving entity has been changed to the following:
		(Complete only if name of surviving entity is changing through the merger)
	C.	The surviving entity is a; (Please check the appropriate box and fill in the appropriate blanks)
		x	Domestic (Ohio) For-Profit Corporation, charter number         184531
		¨	Domestic (Ohio) Non-Profit Corporation, charter number
		¨	Foreign (Non-Ohio) Corporation incorporated under the laws of the state/country of                                           and licensed to transact business in the State of Ohio under license number
		¨	Foreign (Non-Ohio) Corporation incorporated under the laws of the state/country of                                            and NOT licensed to transact business in the state of Ohio.
		¨	Domestic (Ohio) Limited Liability Company, with registration number
		¨	Foreign (Non-Ohio) Limited Liability Company organized under the laws of the state/country of                              and registered to do business in the State of Ohio under registration number
		¨	Foreign (Non-Ohio) Limited Liability Company organized under the laws of the state/country of                              and NOT registered to do business in the State of Ohio.
		¨	Domestic (Ohio) Limited Partnership, with registration number
		¨	Foreign (Non-Ohio) Limited Partnership organized under the laws of the state/country of                                  and registered to do business in the state of Ohio under registration number

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		¨	Foreign (Non-Ohio) Limited Partnership organized under the laws of the state/country of                                      and NOT registered to do business in the state of Ohio.
		¨	Domestic (Ohio) Partnership having limited liability, with the registration number
		¨	Foreign (Non-Ohio) Partnership having limited liability organized under the laws of the state/country of                          and registered to do business in the state of Ohio under registration number
		¨	Foreign (Non-Ohio) Non-Profit Incorporation under the laws of the state/county of                                      and licensed to transact business in the state of Ohio under license number
		¨	Foreign (Non-Ohio) Non-Profit Incorporation under the laws of the state/country of                                          and not licensed to transact business in the state of Ohio
		¨	General partnership not registered with the state of Ohio
II.	MERGING ENTITY
	The name, charter/license/registration number, type of entity, state/country of Incorporation or organization, respectively, of which is the entities merging out of existence are as follows: (If this is insufficient space to reflect all merging entities, please attach a separate sheet listing the merging entitles)
	[ILLEGIBLE]

	Name / charter, license or registration number	State/Country of Organization	Type of Entity
	BRW Hazelet & Erdal of Ohio [Reg# 992645 ]	OH	Corporation
III.	MERGER AGREEMENT ON FILE
	The name and mailing address of the person or entity from whom/which eligible persons may obtain a copy of the agreement of merger upon written request:
	URS Corporation - Ohio	100 California Street
	(name)	(street)        NOTE: P.O. Box Addresses are NOT acceptable.
	San Francisco	CA	94111
	(city, village or township)	(state)	(zip code)

IV.	EFFECTIVE DATE OF MERGER
	This merger is to be effective on:                              (If a date is specified, the date must be a date on or after the date of filing: the effective date of the merger cannot be earlier than the date of filing, if no date is specified, the date of filing will be the effective date of the merger).
V.	MERGER AUTHORIZED
	The laws of the state or country under which each constituent entity exists, permits this merger. This merger was adopted, approved and authorized by each of the constituent entities in compliance with the laws of the state under which it is organised, and the persons signing this certificate on behalf of each of the constituent entities are duly authorized to do so.

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Doc ID —> 200302800208

VI.	STATUTORY AGENT
	The name and address of the surviving entity’s statutory agent upon whom any process, notice or demand may be served is:

(name) (street)        NOTE: P.O. Box Addresses are NOT  acceptable

	, Ohio
(city, village or township)		(zip code)

(This item MUST be completed if the surviving entity is a foreign entity which is not licensed, registered or otherwise authorized to conduct business in the state of Ohio)
VII.	ACCEPTANCE OF AGENT
	The undersigned, named herein as the statutory agent for the above referenced surviving entity, hereby acknowledges and accepts the appointment of statutory agent for said entity.

		Signature of Agent
	(The acceptance of agent must be completed by the surviving entities if through this merger the statutory agent has changed, or the named agent differs in any way from the name currently on record with the Secretary of State.)
VIII.	STATEMENT OF MERGER
	Upon filing, or upon such later date as specified herein, the merging entity/entities listed herein shall merge into the listed surviving entity
IX.	AMENDMENTS
	The articles of Incorporation, articles of organization, certificate of limited partnership or registration of partnership having limited liability (circle appropriate term) of the surviving domestic entity have been amended.

	¨ Attachments are provided	x No Changes
X.	QUALIFICATION OR LICENSURE OF FOREIGN SURVIVING ENTITY

A. The listed surviving foreign corporation, bank, savings bank, savings and loan, limited liability company, limited partnership, or partnership having limited liability desires to transact business in Ohio as a foreign corporation, bank, savings bank, savings and loan, limited liability company, limited partnership, or partnership having limited liability, and hereby appoints the following as its statutory agent upon whom process, notice or demand against the entity may be served in the state of Ohio. The name and complete address of the statutory agent is:

(name) (street)        NOTE: P.O. Box Addresses are NOT  acceptable

	, Ohio
(city, village or township)		(zip code)

The subject surviving foreign corporation, bank, savings bank, savings and loan, limited liability company, limited partnership, or partnership having limited liability irrevocably consents to service of process on the statutory agent listed above as long as the authority of the agent continues, and to service of process upon the Secretary of State of Ohio if the agent cannot be found, if the corporation, bank, savings bank, savings and loan, limited liability company, limited partnership, or partnership having limited liability fails to designate another agent when required to do so, or if the foreign corporation’s, bank’s, savings bank’s, savings and loan’s, limited liability company’s, limited partnership’s or partnership having limited liability’s license or registration to do business on Ohio expires or is canceled.

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551		Last Revision: May 2002
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B.	The qualifying entity also states as follows: (Complete only if applicable)
	1.	Foreign Notice Under Section 1703.031
		(If the qualifying entity is a foreign bank, savings bank, or savings and loan, then the following Information must be completed.)
		(a.)	The name of the Foreign Nationally/Federally chartered bank, savings bank, or savings and loan association is
		(b.)	The name(s) of any Trade Name(s) under which the corporation will conduct business:

(c.)	The location of the main office (non-Ohio) shall be:
	(street address)	NOTE: P.O. Box Addresses are NOT acceptable.

(city, township, or village) (county) (state) (zip code)

(d.)	The principal office location in the state of Ohio shall be:
	(street address)	NOTE: P.O. Box Addresses are NOT acceptable.

				Ohio
		(city, township, or village)	(county)	(state)	(zip code)
		(Please note, If there will not be an office in the state of Ohio, please list none.)
	(e.)	The corporation will exercise the following purpose(s) in the state of Ohio:
		(Please provide a brief summary of the business to be conducted; a general clause is not sufficient)
2.	Foreign Qualifying Limited Liability Company
	(If the qualifying entity is a foreign limited liability company, the following information must be completed.)
	(a.)	The name of the limited liability company in its state of organized/registration is
	(b.)	The name under which the limited liability company desires to transact business in Ohio is
	(c.)	The limited liability company was organized or registered on
		under the laws of the state/country of

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Doc ID —> 200302800208

(d.)	The address to which interested persons may direct requests for copies of the articles of organization, operating agreement, bylaws, or other charter documents of the company is:
	(street address)	NOTE: P.O. Box Addresses are NOT acceptable.

		(city, township, or village)	(state)	(zip code)
3.	Foreign Qualifying Limited Partnership
	(If the qualifying entity is a foreign limited partnership, the following information must be completed).
	(a.)	The name of the limited partnership is
	(b.)	The limited partnership was formed on
	(c.)	The address of the office of the limited partnership in its state/country of organization is:

(street address) NOTE: P.O. Box Addresses are NOT acceptable.

	(city, township, or village)	(county)	(state)	(zip code)
(d.)	The limited partnership’s principal office address is:

(street address) NOTE: P.O. Box Addresses are NOT acceptable.

(city, township, or village) (county) (state) (zip code)

(e.) The names and business or residence addresses of the General partners of the partnership are as follows:

Name Address

(If insufficient space to cover this item, please attach a separate sheet listing the general partners and their respective addresses)
	(f.)	The address of the office where a list of the names and business or residence addresses of the limited partners and their respective capital contributions is to be maintained is:

(street address) NOTE: P.O. Box Addresses are NOT acceptable.

(city, township, or village) (county) (state) (zip code)

[ILLEGIBLE]

551		Last Revision: May 2002
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Doc ID —> 200302800208

	The limited partnership hereby certifies that it shall maintain said records until the registration of the limited partnership in Ohio is canceled or withdrawn.
4.	Foreign Qualifying Partnership Having Limited Liability
	(a.)	The name of the partnership shall be
	(b.)	Please complete the following appropriate section (either item b(1) or b(2)):
		(1.) The address of the partnership’s principal office in Ohio is:

(street address) NOTE: P.O. Box Addresses are NOT acceptable.

	, Ohio
(city, village or township)		(zip code)

(If the partnership does not have a principal office in Ohio, then items b2 must be completed)
	(2.) The address of the partnership’s principal office (Non-Ohio):

(street address) NOTE: P.O. Box Addresses are NOT acceptable.

	(city, township, or village )	(state)	(zip code)
(c.)	The name and address of a statutory agent for service of process in Ohio is as follows:
	(name)

(street address) NOTE: P.O. Box Addresses are NOT acceptable.

		, Ohio
	(city, village or township)		(zip code)
(d.)	Please indicate the state or jurisdiction in which the Foreign Limited Liability Partnership has been formed
	______________________________________
(e.)	The business which the partnership engages in is:

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The undersigned constituent entities have caused this certificate of merger to be signed by its duly authorized officers, partners and representatives on the date(s) stated below.

BRW Hazelet & Erdal of Ohio
(Exact name of entity)
By:
	Joseph Masters
Its:	Vice President
Date:	January 27, 2003
(Exact name of entity)
By:
Its:
Date:
(Exact name of entity)
By:
Its:
Date:
(Exact name of entity)
By:
Its:
Date:
(Exact name of entity)
By:
Its:
Date:

URS Corporation - Ohio
(Exact name of entity)
By:
	Joseph Masters
Its:	Vice President
Date:	January 27, 2003
(Exact name of entity)
By:
Its:
Date:
(Exact name of entity)
By:
Its:
Date:
(Exact name of entity)
By:
Its:
Date:
(Exact name of entity)
By:
Its:
Date:

[ILLEGIBLE]

551		Last Revision: May 2002
	Page 9

Doc ID —> 200734502920

	Prescribed by:	Expedite this Form: (Select One)
	The Ohio Secretary of State Central Ohio: (614) 466-3910 Toll Free: 1-877-SOS-FILE (1-877-767-3453)	Mail Form to one of the Following:
		PO Box 1380 l Yes        Columbus, OH 43216 *** Requires an additional fee of $100 ***
www.sos.state.oh.us e-mail: busserv@sos.state.oh.us		PO Box 1028 ¡ No          Columbus, OH 43216

Certificate of Amendment by

Shareholders or Members

(Domestic)

Filing Fee $50.00

(CHECK ONLY ONE (1) BOX)
(1) Domestic for Profit	PLEASE READ INSTRUCTIONS	(2) Domestic Nonprofit
¨  Amended	x  Amendment	¨  Amended	¨  Amendment
(122-AMAP)	(125-AMDS)	(126-AMAN)	(126-AMD)

Complete the general information in this section for the box checked above.
Name of Corporation	URS CORPORATION - OHIO
Charter Number	184531
Name of Officer	Kristin L. Jones
Title	Secretary
¨       Please check if additional provisions attached.
The above named Ohio corporation, does hereby certify that:
¨ A meeting of the                    ¨ shareholders            ¨    directors (nonprofit amended articles  only)

¨ members was duly called and held on
	(Date)

at which meeting a quorum was present in person or by proxy, based upon the quorum present, an affirmative vote was cast which entitled them to exercise     % as the voting power of the corporation.

x  In a writing signed by all of the    x  shareholders    ¨  directors (non-profit amended articles only)

¨   members who would be entitled to the notice of a meeting or such other proportion not less than a majority as the articles of       regulations or bylaws permit.

Clause applies if amended box is checked.

Resolved, that the following amended articles of incorporations be and the same are hereby adopted to supercede and take the place of the existing articles of incorporation and all amendments thereto.

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Doc ID —> 200734502920

All of the following information must be completed if an amended box is checked.

If an amendment box is checked, complete the areas that apply.

FIRST:       The name of the corporation is:

SECOND:  The place in the State of Ohio where its principal office is located is in the City of:

(city, village or township) (county)

THIRD:      The purposes of the corporation are as follows:

To own, buy, sell and otherwise deal in equipment, materials and machinery of all types and description; to furnish engineering, designing and consulting services; to own, buy, sell, lease and otherwise deal in real estate and to do any and all things necessary and incident to the purposes aforesaid; to engage in any and all other lawful acts or activities for which corporations may be formed under Sections 1701.01 to 1701.98, inclusive, of the Ohio Revised Code.

FOURTH:  The number of shared which the corporation is authorized to have outstanding is:

(Does not apply to box (2))

REQUIRED Must be authenticated (signed) by an authorized representative	Authorized Representative	12-6-07 Date
(See Instructions)	Kristin L. Jones, Secretary
	(Print Name)
	Authorized Representative	Date
	(Print Name)

[ILLEGIBLE]

Page 3

EX-3.54

Exhibit 3.54

AMENDED & RESTATED BYLAWS

OF

URS CORPORATION—OHIO

A Ohio Corporation

(Amended and Restated as of September 9, 2004)

Article I.

MEETINGS OF SHAREHOLDERS

(a) ANNUAL MEETINGS. The annual meeting of the shareholders of this corporation shall be held at the principal office of the corporation, in Cleveland, Ohio, or any other location designated by the directors, on the third Tuesday in January of each year, at 10:00 A.M., if not a legal holiday, but if a legal holiday, then on the following Tuesday at the same hour, or at such other time in the month of January as designated by the Board of Directors.

(b) SPECIAL MEETINGS of the shareholders of this corporation shall be called by the Secretary, pursuant to a resolution of the Board of Directors, or upon the written request of two directors, or by shareholders representing 25% of the shares issued and entitled to vote. Calls for special meetings shall specify the time, place and object or objects thereof, and no business other than that specified in the call therefor shall be considered at any such meetings.

(c) NOTICE OF MEETINGS. A written or printed notice of the annual or any special meeting of the shareholders, stating the time and place and the objects thereof shall be given to each shareholder entitled to vote at such meeting appearing an the books of the corporation by personal delivery or by mailing same to his address as the same appears on the records of the corporation or of its Transfer Agent, or Agents, at least seven (7) day before any such meeting, provided, however, that no failure or irregularity of notice of any annual meeting shall invalidate the same or any proceeding thereat.

All notices with respect to any shares to which persons are jointly entitled may be given to that one of such persons who is named first upon the books of the Corporation and notice so given shall be sufficient notice to all the holders of such shares.

(d) QUORUM. A majority in number of the shares authorized, issued and outstanding, represented by the holders of record thereof, in person or by proxy, shall be requisite to constitute a quorum at any meeting of shareholders, but less than such majority may adjourn the meeting any business may be transacted which might have been transacted if the meeting had been as originally called.

(e) PROXIES. Any shareholder entitled to vote at a meeting of shareholders may be represented and vote thereat by proxy appointed by an instrument in writing, subscribed by each shareholder, or by his duly authorized attorney, and submitted to the Secretary at or before such meeting.

Article II.

SEAL

The seal of the corporation shall be circular, about two inches in diameter, with the name of the corporation engraved around the margin and the word “SEAL” engraved across the center. It shall remain in the custody of the Secretary, and it or a facsimile thereof shall be if affixed to all certificates of the corporation’s shares. If deemed advisable by the Board of Directors, a duplicate seal may be kept and used by any other officer of the corporation, or by any Transfer Agent of its shares.

Article III.

SHARES

SECTION 1.—CERTIFICATES. Certificates evidencing the ownership of shares of the corporation shall be issued to those entitled to them by transfer or otherwise. Each certificate for shares shall bear a distinguishing number, the signature of the President or Vice—President, and of the Secretary or an Assistant Secretary, the seal of the corporation, and such recitals as may be required by law. The certificates for shares shall be of such tenor and design as the Board of Directors from time to time may adopt.

SECTION 2.—TRANSFERS. (a) The shares may be transferred on the proper books of the corporation by the registered holders thereof, or by their attorneys legally constituted, or their legal representatives, by surrender of the certificate therefor for cancellation and a written assignment of the shares evidenced thereby. The Board of Directors may, from time to time, appoint such Transfer Agents or Registrars of shares as it may deem advisable, and may define their powers and duties.

(b) All endorsements, assignments, transfers, share powers or other instruments of transfer of securities standing in the name of the corporation shall be executed for and in the name of the corporation by any two of the following officers, to-wit: the President or a Vice-President, and the Treasurer or Secretary, or an Assistant Treasurer or an Assistant Secretary; or by any person or persons thereunto authorized by the Board of Directors.

SECTION 3.—LOST CERTIFICATES. The Board of Directors may order a new certificate or certificates of shares to be issued in place of any certificate or certificates alleged to have been lost or destroyed, but in every such case the owner of the lost certificate or certificates shall first cause to be given to the corporation a bond, with surety or sureties satisfactory to the corporation in such sum as said Board of Directors may in its discretion deem sufficient as indemnity against any loss or liability that the corporation may incur by reason of the issuance of such new certificates; but the Board of Directors may, in its discretion, refuse to issue such new certificate save upon the order of some court having jurisdiction in such matters pursuant to the statute made and provided.

SECTION 4.—CLOSING OF TRANSFER BOOKS. The share transfer books of the corporation may be closed by order of the Board of Directors for a period not exceeding ten (10) days prior to any meeting of the shareholders, and for a period not exceeding ten (10) days prior to the payment of any dividend. The times during which the books may be closed shall, from time to time, be fixed by the Board of Directors.

Article IV.

DIRECTORS

The authorized number of directors shall be determined from time to time by resolution of the Board of Directors, provided that the Board of Directors shall consist of at least one member. Whenever all the shares of the corporation are owned beneficially and of record by either one or two shareholders, the number of directors may be less than three but not less than the number of shareholders. Whenever there are three or more shareholders, there must be at least three directors.

Directors shall hold office until the expiration of the term for which they were elected and shall continue in office until their respective successors have been duly elected and qualified.

Article V.

VACANCIES IN THE BOARD

A resignation from the Board of Directors shall be deemed to take effect upon its receipt by the Secretary, unless some other time is specified therein. In case of any vacancy in the Board of Directors, through death, resignation, disqualification, or other cause deemed sufficient by the Board, by the affirmative vote of two-thirds (2/3) of the remaining directors, may elect a successor to hold office for the unexpired portion of the term of the director whose place shall be vacant, and until the election and qualification of a successor.

Article VI.

REGULAR MEETINGS

Regular meetings of the Board of Directors shall be held on such dates as the Board may designate.

Article VII.

SPECIAL MEETINGS

Special meetings of the Board of Directors shall be called by the Secretary and held at the request of the President or any two of the directors.

Article VIII.

NOTICE OF MEETINGS

The Secretary shall give notice of each meeting of the Board of Directors, whether regular or special, to each member of the Board.

Article VIII(A).

VOTE OF DIRECTORS

Each member of the Board of Directors shall have one (1) vote. Except as otherwise provided, the affirmative vote of a majority of the total number of directors in office at a meeting at which a quorum is present shall be necessary to take official action. In the absence of a meeting the official action of the Board of Directors may be taken by unanimous written consent of all the members of the Board in office at that time.

Article IX.

QUORUM

A majority of the Directors in office at the time shall constitute a quorum at all meetings thereof.

Article X.

PLACE OF MEETINGS

The Board of Directors may hold its meetings at such place or places within or without the State of Ohio as the Board may, from time to time, determine.

Article XI.

COMPENSATION

Directors may be allowed such compensation and expenses as the Board of Directors may determine. Members of either executive or special committees may be allowed such additional compensation and expenses as the Board of Directors may determine. Nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefor.

Article XII.

ELECTION OF OFFICERS

At the first meeting of the Board of Directors in each year (at which a quorum shall be present) held next after the annual meeting of the shareholders, and at any special meeting provided in Article VII, the Board of Directors shall elect officers of the corporation (including the President) and designate and appoint such subordinate officers and employees as it shall determine. They may also appoint an executive committee or committees from their number and define their powers and duties.

Article XIII.

OFFICERS

The officers of this corporation shall be a President, who need not be a director, and also one or more Vice-Presidents, a Secretary and a Treasurer who may or may not be directors. Said officers shall be chosen by the Board of Directors, and shall hold office for one year, and until their successors are elected and qualified. Additional Vice-Presidents may be elected from time to time as determined by the Directors who may also appoint one or more Assistant Secretaries, and one or more Assistant Treasurers, and such other officers and agents of the corporation as it may from time to time determine. The officers of this corporation may also include a Chairman of the Board, and should there be a Vice Chairman of the Board, both shall be Directors.

Any officer or employee elected or appointed by the Board of Directors, other than that of director, may be removed at any time upon vote of the majority of the whole Board of Directors.

The same person may hold more than one office, other than that of President and Vice-President, or Secretary and Assistant Secretary, or Treasurer and Assistant Treasurer.

In case of the absence of any officer of the corporation, or for any other reason which the Board of Directors may deem sufficient, the Board of Directors may delegate the powers or duties of such officer to any other officer or to any director, provided a majority of the whole Board of Directors concur therein.

Article XIV.

DUTIES OF OFFICERS

(a) PRESIDENT. The President shall exercise, subject to the control of the Board of Directors and the shareholders of the corporation, a general supervision over the affairs of the corporation, and shall perform generally all duties incident to the office and such other duties as may be assigned to him from time to time by the Board of Directors.

(b) VICE-PRESIDENT. The Vice-President shall perform all duties of the President in his absence or during his inability to act, and shall have such other and further powers, and shall perform such other and further duties as may be assigned to him by the Board of Directors.

(c) SECRETARY. The Secretary shall keep the minutes of all proceedings of the Board of Directors and of the shareholders and make a proper record of the same, which shall be attested by him. He shall keep such books as may be required by the Board of Directors, and shall take charge of the seal of the corporation, and generally perform such duties as may be required by the Board of Directors.

(d) TREASURER. The Treasurer shall have the custody of the funds and securities of the corporation which may come into his hands, and shall do with the same as may be ordered by the Board of Directors. When necessary or proper he may endorse on behalf of the corporation for collection, checks, notes and other obligations. He shall deposit the funds of the corporation to its credit in such banks and depositaries as the Board of Directors may, from time to time, designate. He shall submit to the annual meeting of the shareholders, a statement of the financial condition of the corporation, and whenever required by the Board of Directors, shall make and render a statement of his accounts, and such other statements as may be required. He shall keep in books of the corporation, full and accurate accounts of all moneys received and paid by him for account of the corporation. He shall perform such other duties as may, from time to time, be assigned to him by the Board of Directors.

(e) CHAIRMAN OF THE BOARD. The Chairman of the Board, if present, shall preside at all meetings of the Board of Directors, and shall, in general, perform all duties incident to the office of the Chairman of the Board and such other duties as may be assigned to him by the Board of Directors.

(f) VICE CHAIRMAN OF THE BOARD. The Vice Chairman of the Board, if present, shall preside at all meetings of the Board of Directors when the Chairman of the Board is not present, and shall, in general, perform all duties incident to the office of Vice Chairman of the Board, all duties of the Chairman of the Board when he is not available, and such other duties as may be assigned to the Vice Chairman of the Board by the Board of Directors.

ARTICLE XV.

ORDER OF BUSINESS

1. Call meeting to order.

2. Selection of chairman and secretary.

3. Proof of notice of meeting.

4. Roll call, including filing of proxies with secretary.

5. Appointment of tellers.

6. Reading and disposal of previously unapproved minutes.

7. Reports of officers and committees.

8. If annual meeting, or meeting called for that purpose, election of directors.

9. Unfinished business.

10. New business.

11. Adjournment.

This order may be changed by the affirmative vote of a majority in interest of the shareholders present.

Article XVI.

AMENDMENTS

These regulations may be adopted, amended or repealed by the affirmative vote of two-thirds (2/3) of the shares empowered to vote thereon at any meeting called and held for that purpose, notice of which meeting has been given pursuant to law, or without a meeting by the written assent of the owners of two-thirds (2/3) of the shares of the corporation entitled to vote thereon.

Thereupon, the following written assent to the adoption of the code of regulations aforesaid was entered in these minutes and subscribed by all of the shareholders of this corporation.

Article XVII.

INDEMNIFICATION OF

OFFICERS AND DIRECTORS

The Corporation shall indemnify any director or officer, or a former director or officer, of the Corporation, or any person who is serving or has served at its request as an officer or director of another corporation, against expenses (including attorneys’ fees), judgments, decrees, fines, penalties, amounts paid in settlement and other liabilities incurred in connection with the defense of any pending or threatened action, suit, or proceeding, whether criminal, civil, administrative or investigative, to which such director or officer is or

could reasonably expect to be made a party by reason of being or having been such director or officer, provided:

(a) that such person was not, and has not been adjudicated to have been, negligent or guilty of misconduct in the performance of his duty to the Corporation or the corporations of which he was a director or officer;

(b) that he acted in good faith in what he reasonably believed to be the best interests of the Corporation; and,

(c) that, in any matter, the subject of a criminal action, suit, or proceeding, he had no reasonable cause to believe that his conduct was unlawful.

The determination as to (a), (b) and (c) above shall be made: (1) by the Board of Directors by a majority vote of a quorum of directors, all of whom shall be eligible to vote regardless of their present or past involvement as parties to or threatened with such action, suit, or proceeding, or any other action, suit, or proceeding arising from the same or similar operative facts or (2) if such a quorum is not obtainable, or even if obtainable if a majority of such quorum of directors so directs, by independent legal counsel (compensated by the Corporation) to whom the matter may be referred by the directors.

The Board of Directors, whether a disinterested quorum exists or not, may advance expenses to any such person for the defense of any such action, suit, or proceeding, or threat thereof, prior to any final disposition thereof, upon receipt of a satisfactory undertaking by such person to repay such amount unless it shall ultimately be determined that such person is entitled to indemnification by the Corporation as herein authorized.

The termination of any claim, action, suit, or proceeding by judgment, order, settlement, conviction or plea of guilty of nolo contendere shall not create a presumption that such person did not meet the standards of conduct referred to above.

To the extent that any such person has been successful on the merits, on procedural grounds, or otherwise with respect to any such action, suit, or proceeding, or in the defense of any claim, issued or matter therein, such person shall be indemnified against expenses incurred in connection therewith without the determination specified above.

The indemnification provided by this Article shall not be deemed exclusive of, or in any way to limit, any other rights to which any person indemnified may be or may become entitled as a matter of law, by the articles, regulations, agreements, insurance, vote of stockholders, or otherwise, with respect to action in his official capacity, and shall continue as to a person who has ceased to be a director, officer, or employee, and shall inure to the benefit of the heirs, executors and administrators of such person.

The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer, against any liability asserted against him and incurred by him in such capacity, or arising out of his status as such, whether or not the Corporation would

have the power to indemnify him against such liability under the provisions of this Article or of the Ohio Revised Code.

Article XVIII.

FISCAL YEAR

The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

EX-3.55

Exhibit 3.55

Delaware	Page 1
The First State

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF “URS NUCLEAR LLC”, FILED IN THIS OFFICE ON THE TENTH DAY OF DECEMBER, A.D. 2008, AT 1:56 O’CLOCK P.M.

	4631872	8100			Harriet Smith Windsor, Secretary of State
	081181851			AUTHENTICATION: 7022330
You may verify this certificate online at corp.delaware.gov/authver.shtml					DATE: 12-12-08

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:13 PM 12/10/2008

FILED 01:56 PM 12/10/2008

SRV 081181851 – 4631872 FILE

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

First: The name of the limited liability company is URS Nuclear LLC

Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400 in the City of Wilmington. Zip code 19808. The name of its Registered agent at such address is Corporation Service Company

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                                              .”)

Fourth: (Insert any other matters the members determine to include herein.)

In Witness Whereof, the undersigned have executed this Certificate of Formation this 12th day of December, 2008.

By:
	Authorized Person (s)
Name:	R.J. Hill

EX-3.56

Exhibit 3.56

LIMITED LIABILITY COMPANY AGREEMENT

OF

URS NUCLEAR LLC

(A Delaware Limited Liability Company)

This Limited Liability Company Agreement (“Agreement”) of URS Nuclear LLC, a Delaware limited liability company (“Company”), is made and entered into as of May 21, 2010 by URS Energy & Construction, Inc., an Ohio corporation, the sole Member of the Company. Unless the context otherwise requires, terms that are capitalized and not otherwise defined in context have the meanings set forth or cross referenced in Article 2 of this Agreement.

Article 1. Organization

1.1 Formation of the Company; Term. The Company is a limited liability company under the Act, governed by this Agreement. The Company is an entity separate from its sole Member, created by the execution and filing with the Secretary of State of Delaware of the Certificate of Formation on December 10, 2008 (Exhibit A). Unless sooner dissolved and liquidated in accordance with Article 6, the Company is to continue in perpetuity.

1.2 Name. The name of the Company is URS Nuclear LLC.

1.3 Purpose of the Company. The purpose of the Company is to engage in any lawful act or activity for which limited liability companies may be organized under the Act.

1.4 Principal Place of Business, Office and Agent. The principal place of business of the Company, and the office where the records required by the Act are kept is in Fort Mill, South Carolina, or at such other location selected, from time to time, by the Member. The registered office of the Company in Delaware is at the office of the statutory agent of the Company in Delaware. The statutory agent of the Company in Delaware is The Corporate Trust Company (CT), 1209 Orange Street, Wilmington, DE 19801. The Board may, from time to time, change the statutory agent or the principal place of business of the Company, without reflecting the change in this Agreement.

1.5 Fictitious Business Name Statement; Other Certificates. The Officers may, from time to time, register the Company as a foreign limited liability company and file fictitious or trade name statements or certificates in those jurisdictions and offices as the Officers consider necessary or appropriate. The Company may do business under any fictitious business names approved by the Board. The Board may, from time to time, file or cause to be filed certificates of amendment, certificates of cancellation, or other certificates as the Board reasonably considers necessary or appropriate under the Act or under the law of any jurisdiction in which the Company is doing business to establish and continue the Company as a limited liability company or to protect the limited liability of the Member.

1.6 Overseas Registrations. The Officers may, from time to time, register the Company in jurisdictions outside of the United States in order to allow the Company to perform contracts, procure goods, develop business prospects, or otherwise to carry out business

in its name in those locations as a branch, representative office, regional office, or project office, or the like, as the Officers consider necessary or appropriate.

1.7 Member. The sole Member of the Company is URS Energy & Construction, Inc., an Ohio corporation. No other Person shall be admitted as an additional Member of the Company without the prior written approval of the Member. The Member shall not be liable for the debts, liabilities, contracts or other obligations of the Company unless otherwise specifically agreed by the Member.

1.8 Management of the Company. The Company shall be managed under the direction of the Board of Directors comprised of three (3) Persons to be appointed by the Member from time to time, and by Officers appointed by the Board of Directors and at all times in accordance with the provisions, conditions and limitations of this Agreement. The initial Directors and Officers are listed on Exhibit B.

1.9 Company Staffing. The Company staff shall include the Officers and other personnel supplied by the Member. Any such personnel supplied by the Member to perform any work or services for or on behalf of the Company shall be under the complete and exclusive supervision, direction and control of Company and shall not be under the supervision, direction or control of the Member, provided that any such personnel and Officers shall at all times remain subject to the Member’s corporate governance policies and procedures.

Article 2. Definitions

Act means the Delaware Limited Liability Company Act, Delaware Code Title 6, Chapter 18 (Sections 18-101, et seq.), as amended from time to time. Any reference to the Act automatically includes a reference to any subsequent or successor limited liability company law in Delaware.

Affiliate means, with respect to any Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with the specified person. A Person controls another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the “controlled” Person, whether through ownership of voting securities, by contract, or otherwise. Affiliate also includes any Person who is related by blood or marriage to the Person in question.

Agreement means this Agreement as amended from time to time.

Board or Board of Directors means the Board of Directors created under Section 4.1.

Company means URS Nuclear LLC.

Director means a duly designated and current member of the Board of Directors.

Fiscal Year means the fiscal year of the Company as determined from time to time, and, initially, means a fiscal year ending on the Friday nearest to December 31^st of each year;

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provided that the Member, subject to applicable tax law, may change the Fiscal Year at its election at any time.

Member means URS Energy & Construction, Inc., an Ohio corporation.

Officer or Officers means any Officer or Officers appointed as provided in Article 4.

Person means any natural person, partnership (whether general or limited or whether domestic or foreign), limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or representative capacity.

Subsidiary means any entity with respect to which, and at the time in question, either (a) the Company owns more than 50% of the equity or other ownership interests, or (b) the Company has the right to appoint or elect a majority of the board of directors or similar governing body.

Article 3. Capitalization; Allocations; Distributions

3.1 Capital. The Member will contribute $100 to the capital of the Company. The Member shall have no further obligation to make additional capital contributions to the Company.

3.2 Capital Accounts. Capital accounts described in Treasury Regulations § 1.704-1(b), as promulgated pursuant to Internal Revenue Code section 704, shall be established and maintained in accordance with said regulations. The Member shall not be paid interest on its capital contribution(s) to the Company.

3.3 Allocations. All items of income, gain, loss and deduction will be allocated to the Member; provided, however, in the event of an assignment of all or part of the economic attributes of an interest in the Company, the aforementioned items will be allocated ratably in accordance with the record of the Member’s contributions to the Company, the Company’s income, gains, losses and deductions, and its distributions to the Member, and similar records shall be maintained for any other party holding an economic interest in the Company.

3.4 Distributions. Prior to the winding-up and liquidation of the Company, the Member may, in its sole discretion, cause the Company to make distributions of cash or other property to the Member; provided, however, in the event of an assignment of all or part of the Member’s rights to distributions, distributions payable to the assignee of said rights shall be distributed directly to said assignee. Upon winding up and liquidation of the Company, all assets of the Company shall be distributed in the manner and in the order of priority as provided in the Act.

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Article 4. Directors and Officers

4.1 Board of Directors. The Board of Directors is hereby established, which shall have the power and authority to act on behalf of the Company and to bind the Company in any manner affecting the Company, subject to the terms of this Agreement.

4.2 Meetings and Actions of the Board. The Board shall meet and take action as follows:

(a) Places and Times of Meetings. Regular meetings of the Board shall be held in such manner and at such times as determined by the Board but not less than twice a calendar year. Special meetings may be called by any Director upon proper notice as specified in Section 4.2(b) immediately below. Meetings shall be held at such places as may from time to time be fixed by the Board or as specified or fixed in the respective notices or waivers of notice thereof; provided that the Directors may participate in a Board meeting by means of telephone conference, video conference or similar communications equipment by which all persons participating in the meeting can (at a minimum) hear each other, and such participation in a meeting shall constitute attendance in person at the meeting.

(b) Notice of Meetings. Written notice stating the place, day and hour and agenda of each Board meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days before any regular meeting and 48 hours before the date of any special meeting, either personally or by mail, email, telegram or facsimile or similar communication to each other Director by or at the direction of the Director calling the meeting.

(c) Waiver of Notice. A Director may waive notice of meetings required to be given under this Agreement in writing, which shall be deemed the required notice given to such Director. A Director’s attendance at a meeting shall be deemed proper notice given of that meeting.

(d) Quorum and Actions of the Board. A quorum is constituted when all Directors are present, either in person or by other means as specified in Section 4.2(a). Any Director unavailable to participate in any meeting may be represented by one (1) person having such unavailable Director’s proxy. Each Director shall be entitled to one (1) vote.

(e) Board Decisions. Actions of the Board shall be taken only by the affirmative vote of a majority of the Directors; provided that any action required or permitted to be taken by the Board may be taken without a meeting and without a vote if a written consent, setting forth the action so taken, it signed by all of the Directors entitled to vote at the meeting.

4.3 Limitations on Board Action. Notwithstanding any other provision of this Agreement and any provision of law, the Board shall not, without the prior written consent of all of the Members (i) dissolve or liquidate, in whole or in part, or institute proceedings to be

4

adjudicated bankrupt or insolvent, (ii) consent to the institution of bankruptcy or insolvency proceedings against it or to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (iii) file a petition seeking reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (iv) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a part of its property, (v) make a general assignment for the benefit of creditors, (vi) admit in writing its inability to pay its debts generally as they become due, (vii) sell or otherwise dispose of or encumber all or any material portion of its assets, in any single transaction or series of transactions, or (viii) take any corporate action in furtherance of the actions set forth in clauses (i) through (vii) of this Section 4.3.

4.4 Officers of the Company. The Company shall have a President, one or more Vice Presidents, a Treasurer, one or more Assistant Treasurers, a Secretary, and one or more Assistant Secretaries appointed by the Board, each of whom shall have such administrative powers and perform such duties as may be assigned by the Board. The Company may have such additional Officers as are appointed, from time to time, by the Board. The Board may establish, increase, reduce or otherwise modify responsibilities for the Officers or may create or eliminate offices as the Board considers appropriate. Any Officer may be removed at any time by the Board. The Officers of the Company will devote to the Company such time as is reasonably necessary to carry out the business of the Company and to accomplish its purposes and have the authority, responsibilities and duties as are customary for officers holding similar positions with respect to businesses conducted in corporate form and such additional authority, responsibilities and duties as the Board may determine, from time to time. Any number of offices may be held by the same person. Each Officer holds office until his successor is appointed or elected or until his or her earlier resignation or removal. Any Officer may resign at any time upon written notice to the Company.

4.5 Standard of Care. Each Director and Officer will perform his or her duties in good faith, in a manner he or she reasonably believes to be in the interests of the Company, and with the care that an ordinarily prudent person in a similar position would use under similar circumstances. Each Director and Officer shall be entitled to rely, in the performance of their duties, on information, opinions, reports or statements, including financial statements, in each case prepared by one or more officers, agents, consultants or employees, counsel, accountants or other persons employed by the Company as to matters that such Director and Officer believes to be within such person’s competence.

4.6 Liability. A Director or Officer cannot be found to have violated Section 4.5 unless it is proved by clear and convincing evidence in an action brought against the Director or Officer that he or she has not met the standard of this Section 4.5. A Director or Officer shall be liable for damages for any action that he or she takes or fails to take as a Director or Officer only if it is proved, by clear and convincing evidence, that his or her action or failure to act involved (i) an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company, (ii) acts or omissions not in good faith or which involved intentional

5

misconduct or knowing violation of the law, or (iii) any transaction from which the Director or Officer derived an improper personal benefit.

Article 5. Indemnification; Insurance

5.1 Right to Indemnity. If any Member or assignee or any trustee, director, officer, partner, member, or director of any Member or assignee serving on behalf of the Company; the board of directors or managers of any Subsidiary or any committee thereof; or any Director or Officer of the Company or any Subsidiary (an “Indemnitee”) was or is a party or is threatened to be made a party in any threatened, pending or completed action, suit, proceeding or investigation involving a cause of action or alleged cause of action for damages or other relief arising from or related to the business or affairs of the Company or any Subsidiary, the Company (but without recourse to the separate assets of the Member or any assignee) shall indemnify the Indemnitee against all losses, costs and expenses, including judgments and amounts paid in settlement and attorneys fees actually and reasonably incurred by the Indemnitee in connection with the action, suit, proceeding or investigation, so long as the Indemnitee has met the standard set forth in Section 4.5, and, with respect to any criminal action, proceeding or investigation, that she, he, or it had reasonable cause to believe his, hers or its conduct was not unlawful. The termination of any action, suit, proceeding or investigation by judgment, order, settlement or conviction upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that an Indemnitee did not act in good faith and in a manner she, he or it reasonably believed to be in the best interests of the Company or such subsidiary and with the care that an ordinarily prudent person in a like position would use under similar circumstances and, with respect to any criminal action, proceeding or investigation, that she, he or it had reasonable cause to believe his, hers or its conduct was not unlawful.

5.2 Member Determination. Unless indemnification is ordered by a court, the determination for purposes of Section 5.1 whether an Indemnitee met the standard set forth in this Agreement shall be made in the specific case by the Member.

5.3 Advancement of Expenses. Expenses, including attorneys fees, incurred by any Indemnitee (other than any employee or agent of the Company who is not an officer of the Company) in defending any action, suit, proceeding or investigation shall be paid by the Company as they are incurred, in advance of the final disposition of the action, suit, proceeding or investigation, upon the terms and conditions as the Member shall determine. Reasonable expenses, including court costs and attorneys fees, of the type referred to above in this Section 5.3 incurred by an employee or agent of the Company who is not also an officer of the Company may be so paid in the discretion of the Member upon such terms and conditions, if any, as the Member deems appropriate.

5.4 Other Rights to Indemnity or Reimbursement. Notwithstanding the foregoing, indemnification under this Article 5 shall be provided only with respect to losses, costs, expenses, judgments and amounts which otherwise are not compensated for by insurance carried for the benefit of the Company or its Subsidiaries. Any indemnification pursuant to this Agreement shall not be deemed exclusive of any other rights to which those

6

seeking indemnification may be entitled under any rule of law (whether common law or statutory), agreement or arrangement, whether as to action in an official capacity or as to action in another capacity while holding such position or while employed by or acting as agent for the Company or its Subsidiaries, and shall continue as to an Indemnitee who has ceased to serve in any capacity on behalf of the Company or its Subsidiaries and shall inure to the benefit of the heirs, successors, executors and administrators of the Indemnitee.

5.5 Indemnification of Employees and Agents. The Company may indemnify any employee or agent of the Company or its Subsidiaries and any employee or Affiliate or any Director serving on behalf of the Company or its Subsidiaries upon such terms and conditions, if any, as the Member considers appropriate.

5.6 Insurance. The Board shall cause the Company to purchase, procure, establish and maintain any insurance required for carrying out the business and purpose of the Company or otherwise for the protection of the Company, the Member or any Indemnitee who is or was serving at the request of the Company.

5.7 Savings Clause. If this Article 5 or any portion of this Article shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each Indemnitee as to costs, charges and expenses (including attorneys fees), judgments, fines and amounts paid in settlement with respect to any action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, including any action by or in the right of the Company or any Subsidiary, to the full extent permitted by any applicable portion of this Article that shall not have been invalidated and to the fullest extent permitted by applicable law.

Article 6. Dissolution and Final Liquidation

6.1 Dissolution. Notwithstanding the retirement, resignation, expulsion, bankruptcy or dissolution of the Member, or the occurrence of any other event that terminates the continued membership of the Member in the Company, the term of the Company shall continue from the date of its formation in perpetuity, unless earlier dissolved on the earliest to occur of:

(a) An election to dissolve the Company made by written consent of the Member and the Board; or

(b) The entry of a decree of judicial dissolution under the Act.

6.2 Winding Up. On the dissolution of the Company, the Company’s affairs shall be wound up as soon as reasonably practicable. The winding up shall be accomplished by the Member.

6.3 Distribution of Assets. On the winding up of the Company, its assets shall be applied in the manner, and in the order of priority, provided for in the Act.

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Article 7. General

7.1 Ratification of Prior Actions. All prior actions taken on behalf of the Company pursuant to any action by the Member or any Officer or any other person who at the time in question was acting as a manager, agent or other representative are hereby ratified and confirmed.

7.2 Governing Law. This Agreement is governed by and is to be construed under the laws of Delaware, without giving effect to its rules of conflicts of laws.

7.3 Construction. The headings contained in this Agreement are for reference purposes only and do not affect the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, include all other genders. Unless otherwise specifically stated, references to Sections or Articles refer to the Sections and Articles of this Agreement.

IN WITNESS WHEREOF, the undersigned duly authorized officer has executed this Agreement as of the date first above written.

URS Energy & Construction, Inc.
By:
	Name:	Randolph J. Hill
	Title:	Senior Vice President of Legal

8

EX-3.58

Exhibit 3.58

AMENDED AND RESTATED BYLAWS

OF

AMAN ENVIRONMENTAL CONSTRUCTION, INC.

A California Corporation

(Amended and Restated as of September 9, 2004)

ARTICLE I

OFFICES

Section 1.01 PRINCIPAL OFFICE. The principal executive office of the Corporation is hereby fixed and located at 600 Montgomery Street, 25^th Floor, San Francisco, California. The Board of Directors is hereby granted full power and authority to change said principal office from one location to another at any place or places where the Corporation is qualified to do business.

Section 1.02 OTHER OFFICES. Branch or subordinate offices may at any time be established by the Board of Directors at any place or places where the Corporation is qualified to do business.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 2.01 PLACE OF MEETINGS. All meetings of shareholders shall be held either at the principal executive office or at any other place within or without the State of California which may be designated by the Board of Directors, or by the shareholders by obtaining written consent of all the persons entitled to vote thereat.

Section 2.02 ANNUAL MEETINGS. The annual meetings of shareholders shall be held on a date and time designated by the Board of Directors; provided, however, that should said day fall upon a Saturday, Sunday or legal holiday under the laws of the State of California or the United States of America, then such annual meeting of shareholders shall be held at the same time and place on the next day thereafter ensuing which is not a Saturday, Sunday or legal holiday.

Notice of each annual meeting shall be given to each shareholder entitled to vote thereat, either personally or by first-class mail or other means of written communication, charges prepaid, addressed to such shareholder at the address appearing on the books of the Corporation for such shareholder or given by such shareholder to the Corporation for the purpose of notice. If no such address appears or is given, notice shall be deemed to have been given such shareholder if sent by mail or other means of written communication addressed to the place where the principal executive office of the Corporation is situated, or if published at least once in some newspaper of general circulation in the county in which said office is located.

All such notices shall be delivered personally, or deposited in the mail or sent by other means of written communication, to each shareholder entitled to vote thereat, not less than

ten (10) nor more than sixty (60) days before such annual meeting, and shall specify the place, date and hour of such meeting and those matters which the Board of Directors, at the time of giving of such notice, intends to present for action by the shareholders, including the names of nominees intended at the time of such notice to be presented by the Board of Directors for election to the Board of Directors. Such notice shall also state the general nature of the business or proposal to be considered or acted upon at such meeting before action may be taken at such meeting on:

(a) A proposal to approve a contract or other transaction between the Corporation and one (1) or more directors or any corporation, firm or association in which one or more directors has a material financial interest;

(b) A proposal to amend the Articles of Incorporation;

(c) A proposal to approve a reorganization of the Corporation;

(d) A proposal to wind up and dissolve the Corporation; or

(e) A proposal to approve a plan of distribution of the shares, obligations or securities of any other corporation, or assets other than money, which is not in accordance with the liquidation rights of any preferred shares as specified in the Articles of Incorporation, in the process of the winding up of the Corporation.

Section 2.03 SPECIAL MEETINGS. Special meetings of the shareholders, for any purpose or purposes whatsoever, may be called at any time by the Chairman of the Board (if there shall be such an officer), the President, the Board of Directors or by one or more shareholders entitled to cast not less than ten percent (10%) of the votes at the meeting. Upon request in writing to the Chairman of the Board, the President, any Vice-President or the Secretary by any person, other than the Board of Directors, entitled to call a special meeting of shareholders, such officer shall cause notice to be given forthwith, but in no event later than twenty (20) days after receipt of the request, that a meeting will be held at the time requested by the person or persons calling the meeting, which time shall be not less than thirty-five (35) and not more than sixty (60) days after receipt of the request. Except in special cases where other express provision is made by statute and as set forth herein, notice of such special meetings shall be given in the same manner as for annual meetings of shareholders. Notices of any special meeting shall specify, in addition to the place, date and hour of such meeting, the general nature of the business to be transacted.

Section 2.04 ADJOURNED MEETINGS AND NOTICE THEREOF. Any shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by a vote of a majority of the shares, the holders of which are either present in person or by proxy thereat, but in the absence of a quorum, no other business may be transacted at any such meeting except as provided in Section 2.07 of this Article.

When any shareholders’ meeting, either annual or special, is adjourned for forty-five (45) days or less, the time and place of the adjourned meeting shall be announced at the meeting at which the adjournment is taken. When any shareholders’ meeting, either annual

or special, is adjourned for more than forty-five (45) days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting as in the case of an original meeting. Except as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting, and at the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting.

Section 2.05 ENTRY OF NOTICE OF DELIVERY. An affidavit executed by the Secretary, any Assistant Secretary or any transfer agent to the effect that any notice or report required to be given to a shareholder by law or the Bylaws of the Corporation was duly given to such shareholder shall be sufficient evidence that such notice or report was duly given to such shareholder. If any notice or report addressed to a shareholder at the address of such shareholder appearing on the books of the Corporation is returned to the Corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice or report to the shareholder at such address, all future notices or reports shall be deemed to have been duly given without further mailing if the same shall be available for the shareholder upon written demand of the shareholder at the principal executive office of the Corporation for a period of one (1) year from the date of the giving of the notice or report to all other shareholders.

Section 2.06 VOTING. Except as otherwise provided in the Articles of Incorporation and in this Section 2.06, at all meetings of shareholders every shareholder entitled to vote shall have the right to vote in person or by proxy the number of shares standing in his or her name on the stock records of the Corporation. Such vote may be given by viva voce or by ballot; provided, however, that all elections for directors shall be by ballot upon demand made by a shareholder at any election and before the voting begins.

At any election of directors of the Corporation, if the candidate or candidates’ names have been placed in nomination prior to the voting and any shareholder has given notice at the meeting prior to the voting of his or her intention to cumulate votes, each shareholder entitled to vote shall have the right to cast as many votes as shall equal the number of votes to which his or her shares are normally entitled multiplied by the number of directors to be elected, and he or she may cast all of such votes for a single candidate or may distribute them among some or all of the candidates as he or she sees fit. The candidates receiving the highest number of affirmative votes up to the number of directors to be elected shall be elected.

The affirmative vote of the majority of the shares represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute at least a majority of the required quorum) shall be the act of the shareholders, unless the vote of a greater number is required by law or the Articles of Incorporation, and except as set forth in Section 2.07 of this Article and at elections of directors as set forth in this Section 2.06.

Section 2.07 QUORUM. The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting shall constitute a quorum for the transaction of business. The shareholders present at a duly called or held meeting at which a

quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken, other than adjournment, is approved by at least a majority of the shares required to constitute a quorum.

Section 2.08 CONSENT OF ABSENTEES. The proceedings and transactions of any meeting of shareholders, either annual or special, however called and noticed and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice, a consent to the holding of such meeting or an approval of the minutes thereof. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of shareholders need be specified in any written waiver of notice, consent to the holding of the meeting or approval of the minutes thereof unless otherwise provided in the Articles of Incorporation or Bylaws, except for the matters referred to in subparagraphs (a) through (e) of Section 2.02 of this Article. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Attendance of a person at a meeting shall constitute a waiver of notice of and presence at such meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters required by law to be included in the notice but not so included, if such objection is expressly made at the meeting.

Section 2.09 ACTION WITHOUT MEETING. Any action which may be taken at any annual or special meeting of the shareholders may be taken without a meeting and without prior notice, if authorized by a written consent selling forth the action so taken, signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and filed with the Secretary of the Corporation; provided, however, that directors may not be elected by written consent except by unanimous written consent of all shares entitled to vote for the election of directors, except that a vacancy on the Board of Directors (other than a vacancy created by removal of a director) not filled by the Board of Directors may be filled by the written consent of a majority of the outstanding shares entitled to vote. Any shareholder giving a written consent, such shareholder’s proxyholders, a transferee of the shares or a personal representative of such shareholder or their respective proxyholders, may revoke any such consent by a writing received by the Corporation prior to the time that written consents of the number of shares required to authorize the proposed action have been filed with the Secretary of the Corporation, but may not do so thereafter. Such revocation shall be effective upon its receipt by the Secretary of the Corporation.

Unless the consents of all shareholders entitled to vote have been solicited in writing and have been received, prompt notice shall be given, in the same manner as for annual meetings of shareholders except as set forth in this Section 2.09, to those shareholders entitled to vote who have not consented in writing, of the taking of any corporate action approved by shareholders without a meeting. Such notice shall be given at least ten (10) days

before the consummation of the action authorized by such approval with respect to the following:

(a) Approval of any transaction referred to in subparagraphs a), (c) or (e) of Section 2.02 of this Article; or

(b) Approval required by law of the indemnification of any person.

Section 2.10 PROXIES. Every person entitled to vote or execute consents shall have the right to do so either in person or by an agent or agents authorized by a written proxy executed by such person or his or her duly authorized agent; provided, however, that no such proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless the shareholder executing it specifies therein the length of time for which such proxy is to continue in force.

ARTICLE III

DIRECTORS

Section 3.01 POWERS. Subject to limitations of the Articles of Incorporation, of the Bylaws and of the California General Corporation Law as to action to be authorized or approved by the shareholders or by the outstanding shares, and subject to the duties of directors as prescribed by the Bylaws, the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the directors shall have the following powers:

(a) To select and remove all other officers, agents and employees of the Corporation, prescribe such powers and duties for them as may not be inconsistent with law, with the Articles of Incorporation or the Bylaws, fix their compensation and require from them security for faithful service;

(b) To conduct, manage and control the affairs and business of the Corporation, and to make such rules and regulations therefor not inconsistent with law, the Articles of Incorporation or the Bylaws, as they may deem best;

(c) To change the principal office for the transaction of the business of the Corporation from one location to another within or without the State of California, as provided in Article I, Section 1.01 hereof; to fix and locate from time to time one or more branch or subsidiary offices of the Corporation within or without the State of California, as provided in Article I, Section 1.02 hereof; to designate any place within or without the State of California for the holding of any shareholders’ meetings; and to adopt, make and use a corporate seal, to prescribe the form of certificates of stock and to alter the form of such seal and of such stock certificates from time to time as in their judgment they may deem best, provided such seal and such certificates shall at all times comply with the provisions of law;

(d) To authorize the issue of stock of the Corporation from time to time, upon such terms as may be lawful, in consideration of money paid, labor done, services actually

rendered to the Corporation or for its benefit or in its formation or reorganization, debts or securities cancelled, tangible or intangible property actually received either by the Corporation or by a wholly-owned subsidiary, or as a share dividend, or upon a stock split, reverse stock split, reclassification or conversion of outstanding shares into shares of another class, exchange of outstanding shares for shares of another class, or other change affecting outstanding shares;

(e) To borrow money and incur indebtedness for the purposes of the Corporation and to cause to be executed and delivered therefor, in the Corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and security therefor; and

(f) To designate one or more committees and to appoint members and alternate members therefor, by resolution adopted by a majority of the authorized number of directors, each committee consisting of two (2) or more directors and any alternate directors as may be designated to replace any absent members at any meeting thereof, to serve at the pleasure of the Board of Directors and to delegate to any such committee any of the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, except the following powers: to approve any action which by law or by these Bylaws also requires shareholders’ approval or approval of the outstanding shares, to fill vacancies on the Board of Directors or any committee thereof, to fix the compensation of directors for serving on the Board of Directors or any committee thereof, to amend or repeal bylaws or adopt new bylaws, to amend or repeal any resolution of the Board of Directors which by its express terms is not so amendable or repealable, to authorize a distribution to the shareholders of the Corporation (other than a dividend in shares of the Corporation) except at a rate or in a periodic amount or within a price range determined by the Board of Directors or to appoint other committees of the Board of Directors or the members thereof.

Section 3.02 NUMBER AND QUALIFICATIONS OF DIRECTORS. The authorized number of directors shall be determined from time to time by resolution of the Board of Directors, provided that the Board of Directors shall consist of at least one member.

Section 3.03 ELECTION AND TERM OF OFFICE. The directors shall be elected at each annual meeting of the shareholders, but if any such annual meeting is not held or the directors are not elected thereat, the directors may be elected at any special meeting of the shareholders held for that purpose. Each director shall hold office until the expiration of the term for which elected and until his or her successor is elected and qualified or until he or she is removed from office. No director may be removed prior to the expiration of his or her term of office, except as permitted by law.

Section 3.04 VACANCIES. Vacancies in the Board of Directors, other than those created by the removal of a director, may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until his successor is elected at an annual or special meeting of the shareholders.

A vacancy or vacancies in the Board of Directors shall be deemed to exist when any authorized position of director is not filled by a duly elected and acting director, whether caused by the death, resignation or removal of any director, increase in the authorized number of directors, failure of the shareholders, at any annual or special meeting of shareholders at which any director or directors are elected, to elect the full authorized number of directors to be voted for at that meeting or otherwise.

The shareholders may elect a director or directors at any time to fill any vacancy or vacancies created by the removal of a director or not filled by the directors, but any such election by written consent other than to fill a vacancy created by removal shall require the written consent of a majority of the outstanding shares entitled to vote. If the resignation of a director is given to take effect at a future time, the Board of Directors or the shareholders shall have power to elect a successor to take office when the resignation is to become effective.

No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his or her term of office.

Section 3.05 PLACE OF MEETING. Meetings of the Board of Directors or any committee thereof shall be held at any place within or without the State of California which has been designated in the notice of the meeting or, if not stated in the notice or there is no notice, from time to time by resolution of the Board of Directors or committee, as the case may be. In the absence of such designation, meetings shall be held at the principal executive office of the Corporation.

Section 3.06 ORGANIZATION MEETING. Immediately following each annual meeting of shareholders, the Board of Directors shall hold a regular meeting for the purpose of organization, election of officers and the transaction of other business. Notice of such meetings is hereby dispensed with.

Section 3.07 OTHER REGULAR MEETINGS. Other regular meetings of the Board of Directors and regular meetings of committees of the Board of Directors shall be held without call on such dates as may be fixed by the Board of Directors or the committee, as the case may be. Notice of all such regular meetings of the Board of Directors and committees thereof is hereby dispensed with.

Section 3.08 SPECIAL MEETINGS. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chairman of the Board (if there be such an officer), by the President, by any Vice-President, by the Secretary or by any two directors. Special meetings of any committee of the Board of Directors for any purpose or purposes may be called at any time by the President, by the Chairman or by any vice-chairman of the committee, by the Secretary or by any two members of the committee.

Notice of the time and place of special meetings shall be delivered personally to all directors or committee members as the case may be, either in writing or orally or by telephone, or shall be sent to each such director by first-class mail or telegraph, charges prepaid, addressed to him or her at his or her address as it is shown upon the records of the Corporation or, if it is not shown on such records or is not readily ascertainable, at the place

in which the meetings of the directors are regularly held. In case such notice is mailed, it shall be deposited with the United States Postal Service in the place where the principal office of the Corporation is located at least four (4) days prior to the time of the holding of the meeting. In case such notice is delivered by telegraph or personally as above provided, it shall be delivered to the telegraph company in the place where the principal office of the Corporation is located or delivered personally at least forty-eight (48) hours prior to the time of the holding of the meeting.

Such notice need not specify the purpose of the special meeting. Such mailing, telegraphing or personal delivery as above provided shall be due, timely, legal and personal notice to such director.

Section 3.09 NOTICE OF ADJOURNMENT. Unless a directors’ or committee meeting has been adjourned for more than twenty-four (24) hours, notice of the time and place of holding an adjourned meeting need not be given to absent directors or committee members if the time and place be fixed at the meeting adjourned. If the meeting has been adjourned for more than twenty-four (24) hours, notice of such adjournment and the time and place of the adjourned meeting shall be given prior to the time of the adjourned meeting to all directors or committee members who were not present at the time of the adjournment, in the same manner as provided in Section 3.08 of this Article for special meetings of the Board of Directors or committee thereof.

Section 3.10 ENTRY OF NOTICE. Whenever any director has been absent from any special meeting of the Board of Directors or committee thereof, an affidavit executed by the Secretary or any Assistant Secretary to the effect that notice has been duly given as required by law and the Bylaws of the Corporation shall be sufficient evidence that due notice of such special meeting was given to such director.

Section 3.11 WAIVER OF NOTICE. The transactions of any meeting of the Board of Directors or committee thereof, however called and noticed and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the directors or committee members not present, and each director or committee member who is present but did not receive due notice thereof and protests such lack of notice prior to such meeting or at its commencement, signs a written waiver of notice, a consent to holding such meeting or an approval of the minutes thereof. Such waiver of notice need not specify the purpose of the meeting. All such waivers, consents or approvals shall be filed with the Corporate records or made a part of the minutes of the meeting.

Section 3.12 QUORUM. A majority of the authorized number of directors on the Board of Directors or any committee thereof shall be necessary to constitute a quorum for the transaction of business by such Board or committee, as the case may be. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors or committee members, if any action taken is approved by at least a majority of the required quorum for such meeting. Subject to the foregoing sentence of this Section 3.12, every act or decision done or made by a majority of the directors or committee members present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors or committee thereof, as the case may be, unless a greater

number be required by law, the Articles of Incorporation or the Bylaws. Directors shall be deemed present at any meeting of the Board of Directors or any committee thereof and may participate therein if present through use of conference telephone or similar communications equipment, so long as all directors participating in such meeting can hear one another.

Section 3.13 ADJOURNMENT. A majority of the directors or committee members present, whether or not a quorum is present, may adjourn any directors’ or committee meeting to meet again at a stated time, place and hour.

Section 3.14 ACTION WITHOUT MEETING. Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors or such committee, as the case may be. Such action by written consent shall have the same force and effect as a unanimous vote of such directors or committee members.

Section 3.15 FEES AND COMPENSATION. Directors shall not receive any stated salary for their services as directors but, by resolution of the Board of Directors, a fixed fee, with or without expenses of attending, may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent, employee or otherwise and receiving compensation therefor.

ARTICLE IV

OFFICERS

Section 4.01 OFFICERS. The officers of the Corporation shall be the President, the Secretary and the Chief Financial Officer.

The Corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or more Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Chief Financial Officers and such other officers as may be appointed in accordance with the provisions of Section 4.03 of this Article. Officers other than the President and Chairman of the Board need not be directors. One person may hold two or more offices.

Section 4.02 ELECTIONS. The officers of the Corporation shall be chosen by the Board of Directors and each shall hold his or her office until his or her successor is appointed or until he or she resigns or is removed from office.

Section 4.03 SUBORDINATE OFFICERS. The Board of Directors may appoint such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the Bylaws or as the Board of Directors may from time to time determine.

Section 4.04 REMOVAL AND RESIGNATION. Any officer may be removed, either with or without cause, by a majority of the directors at the time in office, at a regular or special meeting of the Board of Directors or, except in case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.

Any officer may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.05 VACANCIES. A vacancy in any office because of death, resignation, removal or any other cause shall be filled by the Board of Directors at a regular or special meeting.

Section 4.06 CHAIRMAN OF THE BOARD. The Chairman of the Board, if there shall be such an officer, shall, if present, preside at all meetings of the Board of Directors, and exercise and perform such other powers and duties as may from time to time be assigned to him or her by the Board of Directors or as prescribed by the Bylaws.

Section 4.07 PRESIDENT. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the general manager and chief executive officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and affairs of the Corporation. He or she shall preside at all meetings of the shareholders, and in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He or she shall be ex officio a member of all the standing committees of the Board of Directors, including the executive committee, if any, shall have the general powers and duties of management usually vested in the office of president of a corporation and shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws.

Section 4.08 VICE-PRESIDENT. In the absence or disability of the President, the Vice-Presidents if there shall be any such officers, in order of their rank as fixed by the Board of Directors or, if not ranked, the Vice-President designated by the Board of Directors shall perform all the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the Bylaws.

Section 4.09 SECRETARY. The Secretary shall keep, or cause to be kept, a book of minutes in written form at the principal executive office of the Corporation, of all meetings of directors, committees of the Board of Directors and shareholders, with the time and place of holding, whether regular or special, and if special how authorized, the notice thereof given, the names of those directors and shareholders present, the names of those present at directors’ or committee meetings, the number of shares present or represented at shareholders’ meetings and the proceedings thereof.

The Secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Corporation’s transfer agent or registrar of shares, a share register, or a duplicate share register, in written form or in any other form capable of being converted into written form, showing the names of the shareholders and their addresses, and the number and classes of shares held by each of them.

The Secretary shall give or cause to be given notice of all meetings of shareholders and the Board of Directors, as required by the Bylaws or by law to be given, and he or she shall keep the seal of the Corporation in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.

Section 4.10 CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, in written form or in any other form capable of being convened into written form, adequate and correct books and records of account of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares.

The Chief Financial Officer shall deposit all monies and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Directors. He or she shall disburse the funds of the Corporation as may be ordered by the Board of Directors and shall render to the President and directors, as required by Section 5.05 of Article V of these Bylaws and at such other times as they may request, an account of all of his or her transactions as Chief Financial Officer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.

ARTICLE V

MISCELLANEOUS

Section 5.01 RECORD DATE. The Board of Directors may fix a time in the future as a record date for the determination of the shareholders entitled to notice of and to vote at any meeting of shareholders, or to receive any dividend, distribution or allotment of rights, or to exercise rights in respect of any other lawful action. The record date so fixed shall not be more than sixty (60) nor less than ten (10) days prior to the date of the meeting, nor more than sixty (60) days prior to any other action, for which it is fixed. When a record date is so fixed, only shareholders of record at the close of business on the record date shall be entitled to notice of and to vote at such meeting, or to receive such dividend, distribution or allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after the record date, except as otherwise provided in the Articles of Incorporation or by agreement or by law. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting, but the Board of Directors shall fix a new record date if the meeting is adjourned for more than forty-five (45) days from the date set for the original meeting.

Section 5.02 INSPECTION OF CORPORATE RECORDS. The record of shareholders, the accounting books and records, and minutes of proceedings of the shareholders, the Board of Directors and committees of the Board of Directors, shall be open to inspection in written form upon the written demand of any shareholder or holder of a voting trust certificate, at any reasonable time during usual business hours, for a purpose reasonably related to his or her interests as a shareholder or holder of a voting trust certificate. Such inspection may be made in person or by an agent or attorney and shall include the right to copy and make extracts. Demand of inspection shall be made in writing upon the President, Secretary or Assistant Secretary of the Corporation.

A shareholder or shareholders holding at least five percent (5%) in the aggregate of the outstanding voting shares of the Corporation shall have an absolute right to do either or both of the following: (i) inspect and copy the record of shareholders’ names and addresses and shareholdings during usual business hours upon five (5) business days’ prior written demand upon the Corporation, or (ii) obtain from the transfer agent for the Corporation, if any, upon written demand and upon the tender of its usual charges for such a list, a list of the names and addresses of the shareholders who are entitled to vote for the election of directors, and their shareholdings, as of the most recent record date for which it has been compiled or as of a date specified by the shareholder subsequent to the date of demand, which list shall be made available on or before the later of five (5) business days after the demand is received or the date specified therein as the date as of which the list is to be compiled.

Every director shall have the absolute right at any reasonable time to inspect in written form and copy all books, records and documents of every kind and to inspect the physical properties of the Corporation and its subsidiary corporations, domestic or foreign. Such inspection may be made in person or by agent or attorney, and the right of inspection includes the right to copy and make extracts.

Section 5.03 CHECKS, DRAFTS AND NOTES. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to the Corporation shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors.

Section 5.04 SEAL. The Corporation shall have a common seal, and shall have inscribed thereon the name of the Corporation, the date of its incorporation and the word California.

Section 5.05 FINANCIAL REPORTS. The Chief Financial Officer shall prepare and submit, or cause to be prepared and submitted, to the Board of Directors, not later than one hundred twenty (120) days after the close of each fiscal year of the Corporation, an annual report containing a balance sheet as of the end of that fiscal year and an income statement and statement of changes in financial position for that fiscal year, accompanied by the report thereon, if any, of any independent accountants engaged by the Corporation or the certificate of an authorized officer of the Corporation that the financial statements were prepared without audit from the books and records of the Corporation. The requirement of Section 1501 of the California General Corporation Law that the Board of Directors shall

cause the annual report to be sent to the shareholders not later than one hundred twenty (120) days after the close of the Corporation’s fiscal year and at least fifteen (15) days prior to the annual meeting of shareholders is hereby expressly waived until such time as the Corporation has one hundred (100) or more holders of record of its shares.

A shareholder or shareholders holding at least five percent (5%) of the outstanding shares of any class of the Corporation may make a written request to the Corporation for an income statement of the Corporation for the three-month, six-month or nine-month period of the current fiscal year ended more than thirty (30) days prior to the date of the request and a balance sheet of the Corporation as of the end of such period and, in addition, if no annual report for the last fiscal year has been sent to shareholders, such annual report, accompanied by the report thereon, if any, of any independent accountants engaged by the Corporation or the certificate of an authorized officer of the Corporation that such financial statements were prepared without audit from the books and records of the Corporation. The annual report or statements so requested shall be delivered or mailed to the person making the request within thirty (30) days thereafter.

A copy of each such annual, semi-annual, and quarterly financial statement shall be kept on file for a period of twelve (12) months after delivery to the Board of Directors, and shall be exhibited at all reasonable times to any shareholder demanding an examination thereof or mailed to such shareholder demand shall be made in writing upon the President, Secretary or Assistant Secretary of the Corporation.

Section 5.06 EXECUTION OF DOCUMENTS. The Board of Directors, except as the Bylaws or Articles of Incorporation otherwise provide, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation, and, such authority may be general or confined to specific instances; and unless so authorized by the Board of Directors, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contact or agreement or to pledge its credit to render it liable for any purpose or to any amount.

Section 5.07 CERTIFICATES OF STOCK. A certificate or certificates for shares of the capital stock of the Corporation shall be issued to each shareholder when any such shares are fully paid. All such certificates shall be signed by the Chairman of the Board or the President or a Vice-President, and by the Chief Financial Officer or an Assistant Chief Financial Officer, Secretary or an Assistant Secretary, or shall be authenticated by facsimiles of such signatures.

Certificates for shares may be issued prior to full payment thereof, under such restrictions and for such purposes as the Board of Directors or the Bylaws may provide; provided, however, that any such certificates so issued prior to full payment shall state the total amount of the consideration to be paid therefor and the amount paid thereon, and such statement shall be conspicuous.

There shall also appear on each certificate, to the extent applicable, statements: that the shares represented thereby are subject to restrictions upon transfer, to an irrevocable proxy under Section 705(e) of the California General Corporation Law, or to restrictions upon voting rights contractually imposed by the Corporation; that such shares are redeemable or

assessable or subject to conversion and the period for conversion, and any such statement that such shares are subject to restrictions upon transfer or are assessable shall be conspicuous. If the shares of the Corporation are classified or if any class of shares has two or more series, there shall also appear on each certificate the office or agency of the Corporation from which shareholders may obtain, upon request and without charge, a statement of the rights, preferences, privileges and restrictions granted to or imposed upon each class or series of shares authorized to be issued and upon the holders thereof.

Section 5.08 REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The President or any Vice-President and the Secretary or Assistant Secretary of this Corporation are authorized to vote, represent and exercise on behalf of this Corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this Corporation. The authority herein granted to said officers to vote or represent on behalf of this Corporation any and all shares held by this Corporation in any other corporation or corporations may be exercised either by such officers in person or by any person authorized so to do by proxy or power of attorney duly executed by said officers.

Section 5.09 INSPECTION OF BYLAWS. The Corporation shall keep in its principal executive office in the State of California, or if there be no such office at its principal business office in such State, the original or a copy of the Bylaws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office is outside such State and the Corporation has no principal business office in such State, the Corporation shall upon the written request of any shareholder, made in writing upon the President, Secretary or Assistant Secretary of the Corporation, furnish to such shareholder a copy of the Bylaws as amended to date.

Section 5.10 INDEMNIFICATION.

(a) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) judgments, damages, settlements and other amounts actually incurred by such person in connection with such action, if such person acted in good faith and in a manner such person believed to be in the best interests of the Corporation and its shareholders; provided, however, that no indemnification shall be made under this Subsection (a) for any of the following:

(1) Of amounts paid in satisfaction of any judgment or fine in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation in the performance of such person’s duty to the Corporation and its shareholders, if and to the extent that the indemnification is not permissible under the General Corporation Law of California.

(2) Of expenses incurred in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation in the

performance of such person’s duty to the Corporation and its shareholders unless and only to the extent that the court in which such proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for expenses and then only to the extent that the court shall determine.

(3) Of amounts paid in settling or otherwise disposing of a pending action without court approval.

(4) Of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval.

(b) The Corporation shall also indemnify any person who was or is a party or is threatened to be made a party to any proceeding, whether threatened, pending or completed, and whether civil, criminal, administrative or investigative, other than an action by or in the right of the Corporation to procure a judgment in its favor, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the Corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the Corporation or that the person had reasonable cause to believe that his or her conduct was unlawful.

(c) To the extent that any person has been successful on the merits in defense of any proceeding referred to in Subsection (a) or (b) or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses actually and reasonably incurred by such person in connection therewith.

(d) The Corporation may advance expenses incurred in any proceeding covered by this Section 10 upon receipt of an undertaking by or on behalf of the person receiving the advance to repay such amount if it shall be ultimately determined that such person is not entitled to be indemnified as provided in this Section.

(e) Except as provided in Subsection (c), no indemnification shall be made under this Section in any circumstance where it appears:

(1) that it would be inconsistent with a provision of the articles of incorporation, a resolution of the shareholders or an agreement in effect at the time of the accrual of the alleged cause of action in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification.

(2) that it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

(f) The indemnity provided for under this Section 10 shall be in addition to any indemnity to which any person may be entitled under any agreement, any law other than the General Corporation Law of California or otherwise.

ARTICLE VI

AMENDMENTS

Section 6.01 POWER OF SHAREHOLDERS. New Bylaws may be adopted or these Bylaws may be amended or repealed by the affirmative vote or written consent of outstanding shares entitled to vote, except as specifically set forth in the Articles of Incorporation or these Bylaws to the contrary.

Section 6.02 POWER OF DIRECTORS. Subject to the right of shareholders as provided in Section 6.01 of this Article VI to adopt, amend or repeal bylaws, bylaws other than a bylaw or amendment thereof changing the authorized number of directors may be adopted, amended or repealed by the Board of Directors, except as specifically set forth in the Articles of Incorporation or these Bylaws to the contrary.

EX-3.59

Exhibit 3.59

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS FILED FROM AND INCLUDING THE RESTATED CERTIFICATE OR A MERGER WITH A RESTATED CERTIFICATE ATTACHED OF “CLEVELAND WRECKING COMPANY” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

RESTATED CERTIFICATE, FILED THE TWENTY-THIRD DAY OF MAY, A.D. 2007, AT 4:27 O’CLOCK P.M.

CERTIFICATE OF OWNERSHIP, CHANGING ITS NAME FROM “CRI RESOURCES, INC.” TO “CLEVELAND WRECKING COMPANY”, FILED THE SECOND DAY OF JULY, A.D. 2007, AT 3:15 O’CLOCK P.M.

		Jeffrey W. Bullock, Secretary of State
0242317    8100X		AUTHENTICATION: 0465978
130680281		DATE: 05-29-13
You may verify this certificate online at corp.delaware.gov/authver.shtml

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:50 PM 05/23/2007

FILED 04:27 PM 05/23/2007

SRV 070609892 – 0242317 FILE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

CRI RESOURCES, INC.

CRI Resources, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies as follows:

A. The present name of the Corporation is CRI Resources, Inc. The name under which the corporation was originally incorporated is Cleveland Wrecking Company of Cincinnati, and the date of filing of the original Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware is September 4, 1928.

B. All amendments to the Certificate of Incorporation reflected herein have been duly authorized and adopted by the Company’s Board of Directors and sole stockholder in accordance with the provisions of Section 242, 245 and 228 of the General Corporation Law of the State of Delaware.

C. The Corporation’s Certificate of Incorporation is hereby amended and restated in its entirety to read as follows:

1. The name of the corporation is:

CRI RESOURCES, INC.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4. The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000), all of which shall be Common Stock, and the par value of each share shall be one cent ($.01).

5. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend or repeal the bylaws of the corporation.

6. Election of directors need not be by written ballot unless the bylaws of the corporation shall so provide.

7. No director of the corporation shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) under Section 174 of the General Corporation Law of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit.

IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of the Corporation on this 22nd day of May, 2007.

CRI RESOURCES, INC.
By:	/s/ James P. Sheridan
Name:	James P. Sheridan
Title:	President

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:15 PM 07/02/2007

FILED 03:15 PM 07/02/2007

SRV 070774526 – 0242317 FILE

CERTIFICATE OF OWNERSHIP AND MERGER

OF

CLEVELAND WRECKING COMPANY

(a California corporation)

WITH AND INTO

CRI RESOURCES, INC.

(a Delaware corporation)

It is hereby certified that:

1. Cleveland Wrecking Company (the “Corporation”), is a corporation organized and existing under the laws of the State of California.

2. CRI Resources, Inc. (“CRI Resources”), is a corporation organized and existing under the laws of the State of Delaware.

3. The Corporation owns 100% of the outstanding shares of capital stock of CRI Resources.

4. The Board of Directors of the Corporation has determined to merge itself into CRI Resources pursuant to Section 1110 of the California Corporations Code and Section 253 of the Delaware General Corporation Law and has adopted the following resolutions as of July 2, 2007:

WHEREAS, the Corporation owns 100% of the issued and outstanding shares of capital stock of CRI Resources, Inc., a Delaware corporation (“CRI Resources”); and

WHEREAS, it is deemed to be advisable and in the best interests of the Corporation that the Corporation merge itself with and into CRI Resources, with CRI Resources being the surviving corporation;

NOW, THEREFORE, BE IT RESOLVED, that the merger of the Corporation with and into CRI Resources, with CRI Resources being the surviving corporation, pursuant to Section 253 of the Delaware General Corporation Law and Section 1110 of the California Corporations Code (the “Merger”), be, and it hereby is, approved; and

RESOLVED FURTHER, that, upon the effective date of the Merger, each issued and outstanding share of common stock of

the Corporation shall be automatically converted into one (1) share of common stock of CRI Resources; and

RESOLVED FURTHER, that the issued shares of CRI Resources owned by the Corporation shall not be converted in any manner, but each said share which is issued as of the effective date of the Merger shall be surrendered and extinguished; and

RESOLVED FURTHER, that, upon the effective date of the Merger, Article 1 of the Amended and Restated Certificate of Incorporation of CRI Resources, the surviving corporation, shall be amended to read as follows:

“1. The name of the corporation is Cleveland Wrecking Company.”

RESOLVED FURTHER, that the officers of the Corporation be, and each of them hereby is, authorized, empowered and directed, on behalf of the Corporation, to submit the proposed Merger to the sole shareholder of the Corporation for consideration thereof; and

RESOLVED FURTHER, that, following approval of the Merger by the sole shareholder of the Corporation, the officers of the Corporation be, and each of them hereby is, authorized, empowered and directed, on behalf of the Corporation, to prepare and execute a Certificate of Ownership and Merger, and to file or cause to be filed said Certificate of Ownership and Merger with the Delaware Secretary of State and the California Secretary of State, and to execute such other documents and take such other actions as such officer or officers shall deem to be necessary, appropriate or advisable in order to carry out the intent and purposes of the foregoing resolutions.”

5. The Merger has been adopted, approved, certified, executed and acknowledged by the Board of Directors of the Corporation in accordance with the California Corporations Code and has been approved by the Board of Directors of CRI Resources in accordance with the provisions of the Delaware General Corporation Law.

6. The Merger has been approved by the written consent of the holder all of the issued and outstanding shares of voting stock of the Corporation pursuant to Section 603(a) of the California Corporations Code.

7. The surviving corporation will continue its existence as said surviving entity under the name “Cleveland Wrecking Company” upon the effective date of the Merger pursuant to the provisions of the Delaware General Corporation Law.

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IN WITNESS HEREOF, Cleveland Wrecking Company, a California corporation, has caused this certificate to be signed by its President this 2nd day of July, 2007.

CLEVELAND WRECKING COMPANY
a California corporation
By:	/s/ James Sheridan
Name:	James Sheridan
Title:	President

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July 2, 2007

Cleveland Wrecking Company

628 East Edna Place

Covina, CA 91723

RE:	CRI RESOURCES, INC.
	change of name to:
	CLEVELAND WRECKING COMPANY

TO WHOM IT MAY CONCERN:

The undersigned corporation, by submission of this letter, hereby grants permission to CRI Resources, Inc. to change its corporate name to CLEVELAND WRECKING COMPANY.

Thank you!

Very truly yours;

/s/ James P. Sheridan

James P. Sheridan

President of

Cleveland Wrecking Company

EX-3.60

Exhibit 3.60

AMENDED AND RESTATED

BYLAWS

OF

CLEVELAND WRECKING COMPANY

(formerly: CRI RESOURCES, INC.)

TABLE OF CONTENTS

	Page
ARTICLE I. OFFICES		1
Section 1. REGISTERED OFFICES		1
Section 2. OTHER OFFICES		1
ARTICLE II. MEETINGS OF STOCKHOLDERS		1
Section 1. PLACE OF MEETINGS		1
Section 2. ANNUAL MEETINGS OF STOCKHOLDERS		1
Section 3. QUORUM; ADJOURNED MEETINGS AND NOTICE THEREOF		2
Section 4. VOTING		2
Section 5. PROXIES		2
Section 6. SPECIAL MEETINGS		3
Section 7. NOTICE OF STOCKHOLDERS’ MEETINGS		3
Section 8. MAINTENANCE AND INSPECTION OF STOCKHOLDER LIST		3
Section 9. STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING		3
ARTICLE III. DIRECTORS		4
Section 1. THE NUMBER OF DIRECTORS		4
Section 2. VACANCIES		5
Section 3. POWERS		5
Section 4. PLACE OF DIRECTORS’ MEETINGS		5
Section 5. REGULAR MEETINGS		5
Section 6. SPECIAL MEETINGS		5
Section 7. QUORUM		6
Section 8. ACTION WITHOUT MEETING		6
Section 9. TELEPHONIC MEETINGS		6
Section 10. COMMITTEES OF DIRECTORS		6
Section 11. MINUTES OF COMMITTEE MEETINGS		6
Section 12. COMPENSATION OF DIRECTORS		7
ARTICLE IV. OFFICERS		7
Section 1. OFFICERS		7
Section 2. ELECTION OF OFFICERS		7
Section 3. SUBORDINATE OFFICERS		7
Section 4. COMPENSATION OF OFFICERS		7
Section 5. TERM OF OFFICE; REMOVAL AND VACANCIES		7
Section 6. CHAIRMAN OF THE BOARD		8
Section 7. PRESIDENT		8

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Section 8. VICE PRESIDENTS	8
Section 9. SECRETARY	8
Section 10. ASSISTANT SECRETARY	9
Section 11. TREASURER	9
Section 12. ASSISTANT TREASURER	9
ARTICLE V. INDEMNIFICATION OF DIRECTORS AND OFFICERS	9
ARTICLE VI. INDEMNIFICATION OF EMPLOYEES AND AGENTS	12
ARTICLE VII. CERTIFICATES OF STOCK	12
Section 1. CERTIFICATES	12
Section 2. SIGNATURES ON CERTIFICATES	12
Section 3. STATEMENT OF STOCK RIGHTS, PREFERENCES, PRIVILEGES	12
Section 4. LOST CERTIFICATES	13
Section 5. TRANSFERS OF STOCK	13
Section 6. FIXED RECORD DATE	13
Section 7. REGISTERED STOCKHOLDERS	14
ARTICLE VIII. GENERAL PROVISIONS	14
Section 1. DIVIDENDS	14
Section 2. PAYMENT OF DIVIDENDS; DIRECTORS’ DUTIES	14
Section 3. CHECKS	15
Section 4. FISCAL YEAR	15
Section 5. CORPORATE SEAL	15
Section 6. MANNER OF GIVING NOTICE	15
Section 7. WAIVER OF NOTICE	15
Section 8. ANNUAL STATEMENT	16
ARTICLE IX. AMENDMENTS	16
Section 1. AMENDMENT BY DIRECTORS OR STOCKHOLDERS	16

ii

AMENDED AND RESTATED

BYLAWS

OF

CLEVELAND WRECKING COMPANY

ARTICLE I.

OFFICES

Section 1. REGISTERED OFFICES. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. OTHER OFFICES. The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II.

MEETINGS OF STOCKHOLDERS

Section 1. PLACE OF MEETINGS. Meetings of stockholders shall be held at any place within or outside the State of Delaware designated by the Board of Directors. The Board of Directors may also determine that a meeting may be held by means of remote communication whereby stockholders and not physically present at a meeting of stockholders may, by means of remote communication, participate in a meeting of stockholders and may be deemed present in person and vote at a meeting of stockholders whether such meeting is to be at a designated place or solely by means of remote communication. In determining that a meeting may be held by means of remote communication, the Board of Directors shall also (i) implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder, (ii) implement reasonable measures to provide such stockholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) provide that a record of any vote or action taken by any stockholder or at the meeting by means of remote communication. In the absence of any designation, stockholders’ meetings shall be held at the principal executive office of the corporation.

Section 2. ANNUAL MEETINGS OF STOCKHOLDERS. The annual meeting of stockholders shall be held each year on a date and a time designated by the Board of Directors. At each annual meeting directors shall be elected and any other proper business may be transacted.

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Section 3. QUORUM; ADJOURNED MEETINGS AND NOTICE THEREOF. A majority of the stock issued and outstanding and entitled to vote at any meeting of stockholders, the holders of which are present in person or represented by proxy, shall constitute a quorum for the transaction of business except as otherwise provided by the Delaware General Corporation Law (the “Delaware Law”), by the Certificate of Incorporation, or by these Bylaws. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present may continue to transact business until adjournment. If, however, such quorum shall not be present or represented at any meeting of the stockholders, a majority of the voting stock represented in person or by proxy may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. Such announcement must set forth the time, the place, if any, of the adjourned meeting, and the means of remote communications, if any, by which stockholders may be deemed to be present in person and vote at such adjourned meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote thereat.

Section 4. VOTING. When a quorum is present at any meeting, in all matters other than the election of directors, the vote of the holders of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall decide any question brought before such meeting, unless the question is one upon which by express provision of the Delaware Law, the Certificate of Incorporation, or these Bylaws, a different vote is required in which case such express provision shall govern and control the decision of such question. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Unless otherwise provided in the Certificate of Incorporation, each stockholder shall have one vote for each share of stock having voting power, registered in his name on the books of the corporation on the record date set by the Board of Directors as provided in Article VII, Section 6 hereof.

Section 5. PROXIES. At each meeting of the stockholders, each stockholder having the right to vote may vote in person or may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A stockholder may authorize another person or persons to act as such stockholder’s proxy by (i) executing an instrument in writing subscribed by such stockholder, or (ii) by transmitting or authorizing the transmission of a telegram, cablegram, or other means of electronic transmission to the person who will be the holder of the proxy, provided that any such telegram, cablegram, or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder. All proxies must be filed with the Secretary of the corporation at the beginning of each meeting in order to be counted in any vote at the meeting.

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Section 6. SPECIAL MEETINGS. Special meetings of the stockholders, for any purpose, or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the President and shall be called by the President or the Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding, and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 7. NOTICE OF STOCKHOLDERS’ MEETINGS. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which notice shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided in the Delaware Law, the written notice of any meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation.

Section 8. MAINTENANCE AND INSPECTION OF STOCKHOLDER LIST. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination by any stockholder, for any purpose germane to the meeting, for a period of at least ten (10) days prior to the meeting, (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours at the principal place of business of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

Section 9. STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth

3

the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in Delaware, its principal place of business, or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered in the manner required by this Section 9 to the corporation, written consents signed by a sufficient number of holders to take action are delivered to the corporation by delivery to its registered office in Delaware, its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder shall be deemed to be written, signed and dated for the purposes of this Section 9, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the corporation can determine (i) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder and (ii) the date on which such stockholder transmitted such telegram, cablegram or electronic transmission. The date on which the telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper forms shall be delivered to the corporation by delivery to its registered office in Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the corporation as provided above.

ARTICLE III.

DIRECTORS

Section 1. THE NUMBER OF DIRECTORS. The number of directors which shall constitute the whole Board shall be not less than two (2) nor more than seven (7). The exact number of directors shall be determined from time to time by resolution of the Board of Directors. Until otherwise determined by such resolution the Board shall consist of two (2) directors. The directors need not be stockholders. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified or until such director’s earlier resignation or removal. Any director may resign at any time upon notice given in writing or by electronic transmission to the corporation. Unless otherwise restricted by the Delaware Law or the Certificate of Incorporation, any director or the

4

entire Board of Directors may be removed, either with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

Section 2. VACANCIES. Unless otherwise provided in the Certificate of Incorporation or these Bylaws, vacancies on the Board of Directors by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Each director so chosen shall hold office until the next annual election of directors and until his successor is duly elected and qualified, or until such director’s earlier resignation or removal. If there are no directors in office, then an election of directors may be held in the manner provided by the Delaware Law. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent (10%) of the voting stock at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3. POWERS. The property and business of the corporation shall be managed by or under the direction of its Board of Directors. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board of Directors may exercise all such powers of the corporation and do all such lawful acts and things as are not by the Delaware Law or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 4. PLACE OF DIRECTORS’ MEETINGS. The directors may hold their meetings and have one or more offices, and keep the books of the corporation outside of the State of Delaware.

Section 5. REGULAR MEETINGS. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board.

Section 6. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by the President on forty-eight (48) hours’ notice to each director, either personally or by mail, by facsimile, by electronic transmission or by telegram; special meetings shall be called by the President or the Secretary in like manner and on like notice on the written request of two directors unless the Board consists of only one director; in which case special meetings shall be called by the President or Secretary in like manner or on like notice on the written request of the sole director.

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Section 7. QUORUM. At all meetings of the Board of Directors a majority of the total number of directors shall be necessary and sufficient to constitute a quorum for the transaction of business unless the Certificate of Incorporation or these Bylaws require a greater number. The vote of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by the Delaware Law, the Certificate of Incorporation or these Bylaws. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. If only one director is authorized, such sole director shall constitute a quorum.

Section 8. ACTION WITHOUT MEETING. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee.

Section 9. TELEPHONIC MEETINGS. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

Section 10. COMMITTEES OF DIRECTORS. The Board of Directors may designate one or more committees, each such committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors or in these Bylaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law to be submitted to stockholders for approval or (ii) adopting, amending or repealing any Bylaw of the corporation.

Section 11. MINUTES OF COMMITTEE MEETINGS. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

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Section 12. COMPENSATION OF DIRECTORS. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE IV.

OFFICERS

Section 1. OFFICERS. The officers of this corporation shall be chosen by the Board of Directors and shall include a Chairman of the Board of Directors or a President, or both, and a Secretary. The corporation may also have at the discretion of the Board of Directors such other officers as are desired, including a Vice-Chairman of the Board of Directors, a Chief Executive Officer, a Treasurer, one or more Vice Presidents, one or more Assistant Secretaries and Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 hereof. In the event there are two or more Vice Presidents, then one or more may be designated as Executive Vice President, Senior Vice President, or other similar or dissimilar title. At the time of the election of officers, the directors may by resolution determine the order of their rank. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these Bylaws otherwise provide.

Section 2. ELECTION OF OFFICERS. The Board of Directors, at its first meeting after each annual meeting of stockholders, shall choose the officers of the corporation.

Section 3. SUBORDINATE OFFICERS. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

Section 4. COMPENSATION OF OFFICERS. The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors.

Section 5. TERM OF OFFICE; REMOVAL AND VACANCIES. Each officer of the corporation shall hold office until his successor is elected and qualified or until such officer’s earlier resignation or removal. Any officer may resign at any time upon written notice to the corporation. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of

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Directors. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.

Section 6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if such an officer be elected, shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by these Bylaws. The Chairman of the Board may, if designated by the Board, also serve as the Chief Executive Officer of the corporation and, if so designated, shall have the powers and duties prescribed in Section 7 of this Article IV.

Section 7. PRESIDENT. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the corporation, unless such an officer is elected separately by the Board of Directors, and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation. If the President also serves as the Chief Executive Officer, he shall preside at all meetings of the stockholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He shall have the general powers and duties of management usually vested in the office of President of corporations (subject to such powers and duties vested by the Board in the Chief Executive Officer), and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws. If a Chief Executive Officer is elected separately by the Board of Directors, such Chief Executive Officer shall have such powers and perform such duties as from time to time may be prescribed for him by the Board of Directors or these Bylaws.

Section 8. VICE PRESIDENTS. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents shall have such other duties as from time to time may be prescribed for them, respectively, by the Board of Directors.

Section 9. SECRETARY. The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for the standing committees when required by the Board of Directors. He shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or these Bylaws. He shall keep in safe custody the seal of the corporation, and when authorized by the Board, affix the same to any instrument requiring it, and when so affixed it shall be attested by his signature or by the signature of an Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

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Section 10. ASSISTANT SECRETARY. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, or if there be no such determination, the Assistant Secretary designated by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 11. TREASURER. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the corporation, in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the corporation. If required by the Board of Directors, he shall give the corporation a bond, in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 12. ASSISTANT TREASURER. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, or if there be no such determination, the Assistant Treasurer designated by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE V.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

(a) The corporation shall indemnify to the maximum extent permitted by law any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any

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criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

(b) The corporation shall indemnify to the maximum extent permitted by law any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and except that no such indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such Court of Chancery or such other court shall deem proper.

(c) To the extent that a present or former director or officer of the corporation shall be successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraphs (a) and (b), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

(d) Any indemnification under paragraphs (a) and (b) (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in paragraphs (a) and (b). Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iv) by the stockholders.

(e) Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the

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corporation as authorized in this Article V. Such expenses (including attorneys’ fees) incurred by former directors and officers may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

(f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other paragraphs of this Article V shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

(g) The Board of Directors may authorize, by a vote of a majority of a quorum of the Board of Directors, the corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Article V.

(h) For the purposes of this Article V, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers so that any person who is or was a director or officer of such constituent corporation, or is or was serving at the request of such constituent corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article V with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

(i) For purposes of this Article V, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall include service as a director or officer of the corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Article V.

(j) The indemnification and advancement of expenses provided by, or granted pursuant to, this Article V shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

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(k) The Court of Chancery is vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this Article or under any agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine the corporation’s obligation to advance expenses (including attorneys’ fees).

ARTICLE VI.

INDEMNIFICATION OF EMPLOYEES AND AGENTS

The corporation may indemnify every person who was or is a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an employee or agent of the corporation or, while an employee or agent of the corporation, is or was serving at the request of the corporation as an employee or agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including counsel fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, to the extent permitted by the Delaware Law.

ARTICLE VII.

CERTIFICATES OF STOCK

Section 1. CERTIFICATES. Every holder of stock of the corporation shall be entitled to have a certificate signed by, or in the name of the corporation by, the Chairman or Vice Chairman of the Board of Directors, or the President or a Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer of the corporation, certifying the number of shares represented by the certificate owned by such stockholder in the corporation.

Section 2. SIGNATURES ON CERTIFICATES. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

Section 3. STATEMENT OF STOCK RIGHTS, PREFERENCES, PRIVILEGES. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock; provided that, except as otherwise provided in Section 202 of the Delaware Law, in lieu of the foregoing requirements, there may be set forth on the face or back

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of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 4. LOST CERTIFICATES. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5. TRANSFERS OF STOCK. Upon surrender to the corporation, or the transfer agent of the corporation, of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books, unless otherwise restricted by the Delaware Law, the Certificate of Incorporation or these Bylaws.

Section 6. FIXED RECORD DATE. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders, or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. If no record date is fixed by the Board of Directors, (i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and (ii) the record date for stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date which shall not be more than ten (10) days after the date upon which the resolution fixing

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the record date is adopted by the Board of Directors. If no such record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the Delaware Law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the Delaware Law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

Section 7. REGISTERED STOCKHOLDERS. The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the Delaware Law.

ARTICLE VIII.

GENERAL PROVISIONS

Section 1. DIVIDENDS. Subject to the provisions of the Certificate of Incorporation, if any, the Board of Directors may declare and pay dividends upon the shares of its capital stock either (i) out of its surplus, as defined in and computed in accordance with Sections 154 and 244 of the Delaware Law, or (ii) in case there shall be no such surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. If the capital of the corporation, computed in accordance with Sections 154 and 244 of the Delaware Law, shall have been diminished by depreciation in the value of its property, or by losses, or otherwise, to an amount less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets, the directors shall not declare and pay out of such net profits any dividends upon any shares of any classes of its capital stock until the deficiency in the amount of capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets shall have been repaired. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

Section 2. PAYMENT OF DIVIDENDS; DIRECTORS’ DUTIES. Before payment of any dividend there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other

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purpose as the directors shall think conducive to the interests of the corporation, and the directors may abolish any such reserve.

Section 3. CHECKS. All checks or demands for money and notes of the corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

Section 4. FISCAL YEAR. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

Section 5. CORPORATE SEAL. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 6. MANNER OF GIVING NOTICE. Whenever, under the provisions of the Delaware Law, the Certificate of Incorporation, or these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by facsimile, by electronic transmission, or by telegram.

Except as otherwise provided by the Delaware Law, notice to stockholders may also be given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation. Notice given by a form of electronic transmission shall be deemed given (i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice, (ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice, (iii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice, and (iv) if by any other form of electronic transmission, when directed to the stockholder. “Electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

Section 7. WAIVER OF NOTICE. Whenever any notice is required to be given under the provisions of the Delaware Law, the Certificate of Incorporation, or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at

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the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the Certificate of Incorporation or these Bylaws.

Section 8. ANNUAL STATEMENT. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

ARTICLE IX.

AMENDMENTS

Section 1. AMENDMENT BY DIRECTORS OR STOCKHOLDERS. These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the stockholders or by the Board of Directors, when such power is conferred upon the Board of Directors by the Certificate of Incorporation, at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal Bylaws is conferred upon the Board of Directors by the Certificate of Incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal Bylaws.

CERTIFICATE OF SECRETARY

I, the undersigned, do hereby certify:

(a) That I am duly elected and acting Secretary of CRI Resources, Inc., a Delaware corporation; and

(b) That the foregoing Bylaws constitute the Bylaws of said corporation as duly adopted by the written consent of the Incorporator of said corporation as of April 2, 2007.

IN WITNESS WHEREOF, I have hereunto subscribed my name as of this              day of              2007.

Joseph F. Moore, Secretary

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EX-3.62

Exhibit 3.62

AMENDED AND RESTATED BYLAWS

OF

SIGNET TESTING LABORATORIES, INC.

A Delaware Corporation

(Amended and Restated as of September 9, 2004)

ARTICLE I.

OFFICES

Section 1. REGISTERED OFFICERS. The registered office shall be in the City of Wilmington, State of Delaware.

Section 2. OTHER OFFICES. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II.

MEETINGS OF SHAREHOLDERS

Section 1. PLACE OF MEETINGS. Meetings of stockholders shall be held at any place within or outside the State of Delaware designated by the Board of Directors. In the absence of any such designation, stockholders’ meetings shall be held at the principal executive office of the corporation.

Section 2. ANNUAL MEETINGS OF SHAREHOLDERS. The annual meeting of stockholders shall be held year on a date and a time designated by the Board of Directors. At each annual meeting directors shall be elected and any other proper business may be transacted.

Section 3. QUORUM; ADJOURNED MEETINGS AND NOTICE THEREOF. A majority of the stock issued and outstanding and entitled to vote at any meeting of stockholders, the holders of which are present in person or represented by proxy, shall constitute a quorum for the transaction of business except as otherwise provided by law, by the Certificate of Incorporation, or by these Bylaws. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present may continue to transact business until adjustment If, however, such quorum shall not be present or represented at any meeting of the stockholders, a majority of the voting stock represented in person or by proxy may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the

adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote thereat.

Section 4. VOTING. When a quorum is present at any meeting, in all matters other than the election of directors, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statues, or the Certificate of Incorporation, or these Bylaws, a different vote is required in which case such express provision shall govern and control the decision of such question. Director shall elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of director.

Section 5. PROXIES. At each meeting of the stockholders, each stockholder having the right to vote may vote in person or may authorize another person or persons to act for him by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three years prior to said meeting, unless said instrument provides for a longer period. All proxies must be filed with the Secretary of the corporation at the beginning of each meeting in order to be counted in any vote at the meeting. Each stockholder shall have one vote for each share of stock having voting power, registered in his name on the books of the corporation on the record date set by the Board of Directors as provided in Article VII, Section 6 hereof.

Section 6. SPECIAL MEETINGS. Special meetings of the stockholders, for any purpose, or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the President and shall be called by the President or the Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding, and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in this notice.

Section 7. NOTICE OF STOCKHOLDERS’ MEETINGS. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which notice shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called The written notice of any meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation.

Section 8. MAINTENANCE AND INSPECTION OF STOCKHOLDER LIST. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be

specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 9. STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in Delaware, its principal place of business, or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by this Section 9 to the corporation, written consents signed by a sufficient number of holders to take action are delivered to the corporation by delivery to its registered office in Delaware, its principle place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III.

DIRECTORS

Section 1. THE NUMBER OF DIRECTORS. “The number of directors which shall constitute the whole Board shall not be less than two (2) nor more than four (4). The directors need not be stockholders. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his or her successor is elected and qualified; provided, however, that unless otherwise restricted by the Certificate of Incorporation or by law, any director or the entire Board of Directors may be removed, either with or without cause, from the Board of Directors at any meeting of stockholders by a majority of the stock represented and entitled to vote thereat.”

Section 2. VACANCIES. Vacancies on the Board of Directors by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. The directors so chosen shall hold office until the next annual election of directors and until their successors are duly elected and shall qualify, unless

sooner displaced. If there are no directors in office, than an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3. POWERS. The property and business of the corporation shall be managed by or under the direction of its Board of Directors. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 4. PLACE OF DIRECTORS’ MEETINGS. The directors may hold their meetings and have one or more offices, and keep the books of the corporation outside of the State of Delaware.

Section 5. REGULAR MEETINGS. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board.

Section 6. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by the President on forty-eight hours’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the President or the Secretary in like manner and on like notice on the written request of two directors unless the Board consists of only one director; in which case special meetings shall be called by the President or Secretary in like manner or on like notice on the written request of the sole director.

Section 7. QUORUM. At all meetings of the Board of Directors a majority of the authorized number of directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the vote of a majority of the directors present at any meeting at which there is a quorum, shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, by the Certificate of or by these Bylaws. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. If only one director is authorized, such sole director shall constitute a quorum.

Section 8. ACTION WITHOUT MEETING. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 9. TELEPHONIC MEETINGS. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

Section 10. COMMITTEES OF DIRECTORS. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each such committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in and other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE IV.

OFFICERS

Section 1. OFFICERS. The officers of this corporation shall be chosen by the Board of Directors and shall include a Chairman of the Board of Directors or a President, or both, and a Secretary. The corporation may also have at the discretion of the Board of Directors such other officers as are desired, including a Vice-Chairman of the Board of Directors, a Chief Executive Officer, a Treasurer, one or more Vice Presidents, one or more Assistant Secretaries and Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 hereof. In the event there are two or more Vice Presidents, then one or more may be designated as Executive Vice President, Senior Vice President, or other similar or dissimilar title. At the time of the election of officers, the directors may by resolution determine the order of their rank. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these Bylaws otherwise provide.

Section 2. ELECTION OF OFFICERS. The Board of Directors, at its first meeting after each annual meeting of stockholders, shall choose the officers of the corporation.

Section 3. SUBORDINATE OFFICERS. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

Section 4. COMPENSATION OF OFFICERS. The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors.

Section 5. TERM OF OFFICE; REMOVAL AND VACANCIES. The officers of the corporation shall hold office until their successors are chosen and qualify in their stead. Any

officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.

Section 6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if such an officer be elected, shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by these Bylaws. If there is no President, the Chairman of the Board shall in addition be the Chief Executive Officer of the corporation and shall have the powers and duties prescribed in Section 7 of this Article IV.

Section 7. PRESIDENT. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation. He shall preside at all meetings of the stockholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He shall be an ex-officio member of all committees and shall have the general powers and duties of management usually vested in the office of President and Chief Executive Officer of corporations, and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

Section 8. VICE PRESIDENTS. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents shall have such other duties as from time to time may be prescribed for them, respectively, by the Board of Directors.

Section 9. SECRETARY. The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for the standing committees when required by the Board of Directors. He shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or these Bylaws. He shall keep in safe custody the seal of the corporation, and authorized by the Board, affix the same to any instrument requiring it, and when so affixed it shall be attested by his signature or by the signature of an Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10. ASSISTANT SECRETARY. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, or if there be no such determination, the Assistant Secretary designated by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 11. TREASURER. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the corporation, in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the corporation. If required by the Board of Directors, he shall give the corporation a bond, in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 12. ASSISTANT TREASURER. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, or if there be no such determination, the Assistant Treasurer designated by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE V.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

(a) The corporation shall indemnify to the maximum extent permitted by law any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(b) The corporation shall indemnify to the maximum extent permitted by law any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the corporation, or is or

was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no such indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such Court of Chancery or such other court shall deem proper.

(c) To the extent that a present or former director or officer of the corporation shall be successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraphs (a) and (b), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

(d) Any indemnification under paragraphs (a) and (b) (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in paragraphs (a) and (b). Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders. The corporation, acting through its Board of Directors or otherwise, shall cause such determination to be made if so requested by any person who is indemnifiable under this Article V.

(e) Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this Article V. Such expenses (including attorneys’ fees) incurred by former directors and officers may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

(f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other paragraphs of this Article V shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

(g) The Board of Directors may authorize, by a vote of a majority of a quorum of the Board of Directors, the corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Article V.

(h) For the purposes of this Article V, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers so that any person who is or was a director or officer of such constituent corporation, or is or was serving at the request of such constituent corporation as a director or officer of another corporation, partnership, joint Venture, trust or other enterprise, shall stand in the same position under the provisions of this Article V with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

(i) For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall include service as a director or officer of the corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section.

(j) The indemnification and advancement of expenses provided by, or granted pursuant to, this Article V shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

(k) The corporation shall be required to indemnify a person in connection with an action, suit or proceeding (or part thereof) initiated by such person only if the action, suit or proceeding (or part thereof) was authorized by the Board of Directors of the corporation.

ARTICLE VI.

INDEMNIFICATION OF EMPLOYEES AND AGENTS

The corporation may indemnify every person who was or is a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an employee or agent of the corporation or, while an employee or agent of the corporation, is or was serving at the request of the corporation as an employee or agent or trustee of another corporation,

partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including counsel fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, to the extent permitted by applicable law.

ARTICLE VII.

CERTIFICATES OF STOCK

Section 1. Certificates. Every holder of stock of the corporation shall be entitled to have a certificate signed by, or in the name of the corporation by, the Chairman or Vice Chairman of the Board of Directors, or the President or a Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer of the corporation, certifying the number of shares represented by the certificate owned by such stockholder in the corporation.

Section 2. SIGNATURES ON CERTIFICATES. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

Section 3. STATEMENT OF STOCK RIGHTS, PREFERENCES, PRIVILEGES. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 4. LOST CERTIFICATES. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be

made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5. TRANSFERS OF STOCK. Upon surrender to the corporation, or the transfer agent of the corporation, of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 6. FIXED RECORD DATE. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of the shareholders, or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date which shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors.

Section 7. REGISTERED STOCKHOLDERS. The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of the State of Delaware.

ARTICLE VIII.

GENERAL PROVISIONS

Section 1. DIVIDENDS. Dividends upon the capital stock of the corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

Section 2. PAYMENT OF DIVIDENDS; DIRECTORS’ DUTIES. Before payment of any dividend there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interests of the corporation, and the directors may abolish any such reserve.

Section 3. CHECKS. All checks or demands for money and notes of the corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

Section 4. FISCAL YEAR. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

Section 5. CORPORATE SEAL. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware,” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 6. MANNER OF GIVING NOTICE. Whenever, under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

Section 7. WAIVER OF NOTICE. Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

Section 8. ANNUAL STATEMENT. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

ARTICLE IX.

AMENDMENTS

Section 1. AMENDMENT BY DIRECTORS OR SHAREHOLDERS. These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the stockholders or by the Board of Directors, when such power is conferred upon the Board of Directors by the Certificate of Incorporation, at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal Bylaws is conferred upon the Board of Directors by the Certificate of Incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal Bylaws.

EX-3.63

Exhibit 3.63

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 October 6, 2011.

Daniel E. Shapiro

First Deputy Secretary of State

Rev. 06/07

The University of the State of New York
	Education		Department

	STATE OF NEW YORK	:
		:	SS
	COUNTY OF ALBANY	:
	Consent is hereby given, pursuant to Section 7209 of the Education Law, to the filing of a restated certificate of incorporation, pursuant to Section 807 of the Business Corporation Law, amending the purposes and changing the name of the corporation from EDWIN S. VOORHIS & SON, INC. to SANDERS & THOMAS OF NEW YORK, INC.

IN WITNESS WHEREOF, I, Ewald B. Nyquist, Commissioner of Education [ILLEGIBLE]

RESTATED CERTIFICATE OF INCORPORATION

OF

EDWIN S. VOORHIS & SON, INC.

Under Section 807 of the Business Corporation Law. We, Anton Chionchio and Robert G. Tufano, being respectively the president and assistant secretary of Edwin S. Voorhis & Son, Inc., in accordance with Section 807 of the Business Corporation Law, do hereby certify:

1. The name of the corporation is Edwin S. Voorhis & Son, Inc.

2. The certificate of incorporation was filed by the Department of State on the 29th day of August 1934.

3. The certificate of incorporation as now in full force and effect is hereby amended to effect the following changes authorized in Section 801 of the Business Corporation Law:

a. To change the name of the corporation as set forth in paragraph 1 of the restated certificate of incorporation.

b. To amend the purposes of the corporation as set forth in paragraph 2 of the restated certificate of incorporation.

c. To change the location of the office of the Corporation as set forth in Paragraph 4 of the restated certificate of incorporation.

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d. To eliminate reference to the number of directors of the Corporation.

e. To change the address to which the Secretary of State is required to mail copies of process as set forth in Paragraph 6 of the restated certificate of incorporation.

The certificate of incorporation is hereby restated to set forth its entire text as amended as follows:

FIRST: – The name of the Corporation shall be SANDERS & THOMAS OF NEW YORK, INC.

SECOND: – The purposes for which said Corporation is to be formed, are as follows:

To do a general surveying and engineering business, to conduct the business of engineering and surveying in all its branches, to make surveys and subdivision maps, to make drafts and plans for public and private works or undertakings.

To superintend construction, to engage competent engineers, to make plans and specifications and supervise the execution thereof to carry on the business of general construction contractors.

To carry on the business of consulting, advisory and management engineers in all of their respective branches; to carry on the business of surveying, subdivision and contract work of every kind, nature and description; to make contracts for and prepare plans, drawings and specifications for engineering work of all types and descriptions and to superintend any and all such work.

To bid upon, enter into and carry out contracts for the grading and making of roads, walks, paths, railroads, the construction of bridges, buildings, piers, wharves, fortifications, power plants and developments, transmission lines, tunnels, subways, drainage and irrigation systems. To do architectural, building, structural, construction, erection, civil and mechanical engineering, surveying, dredging,

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shoring, wrecking, salvage, electrical and engineering work of every kind and description whatsoever either in connection with real estate, personal or mixed property or all thereof, and in every part of the world. To manufacture, mine, quarry, or otherwise produce, buy, sell, or deal in building materials and all kinds of materials, supplies and equipment for masons, carpenters, builders, electricians, engineers and contractors. To acquire, use, employ, sell and deal in all suitable means, apparatus, machinery, contrivances, equipment and facilities for prosecuting its business.

To conduct the business of landscape engineering, to design and construct athletic fields, swimming pools, playgrounds, parks and stadiums, and to design and plant gardens, parks, lawns, terraces, estates, driveways, walks and tree, shrub and flower planting and in general do all acts necessary to beautify the above; to hire and maintain a corps of competent engineers and landscape architects and gardeners to make said plans and design and to execute the same. To make estimates on the construction and to construct any of the above, to acquire the necessary real estate and plant or plants to carry out the above projects.

To engage in the business of making blue prints from tracings and photographic negatives and also to make such tracings from data furnished by customers and to make drafts of plans for buildings, machinery and every other thing as preliminary to the preparation of tracings and blue prints therefrom.

To buy and sell mortgages, buy, purchase, exchange, lease, hire or otherwise acquire real estate and property, either improved or unimproved, any interest or right therein, and to own, hold, control, maintain, manage and develop the same, in any State or States of the United States.

To purchase, exchange, hire or otherwise acquire such personal property, chattels, rights, easements, permits, privileges and franchises as may lawfully be purchased, exchanged, hired, or acquired under the New York Business Corporation Law.

To erect, construct, maintain, improve, rebuild, enlarge or manage and control, directly or through ownership of stock in any Corporation any and all kinds of buildings, houses, hotels, breweries, stores, offices, warehouses, mills, shops,

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factories, machinery and plants and any or all other structures and erections which may at any time be necessary; useful or advantageous in the judgment of the Board of Directors for the purposes of the Corporation which can be lawfully done under the New York Business Corporation Law.

To sell, manage, improve, develop, assign, transfer, convey, lease, sub-lease, pledge or otherwise alienate or dispose of and to mortgage and to otherwise encumber lands, buildings, real property, chattels, real and other property of the Company, real and personal and wheresoever situate, and any and all legal and equitable rights therein.

To borrow money with or without pledge of or mortgage of all or any of its property, real or personal and securing the same and to loan and advance money or mortgages on personal and real property or on either of them.

To purchase, acquire, hold, sell, assign and transfer, mortgage, pledge and otherwise dispose of the shares of the capital stock, bonds, debentures, or other evidences of indebtedness of any Corporation, domestic or foreign and while the holder thereof to execute all the rights and privileges of ownership including the right to vote thereon and to issue and exchange therefor its own stock, bonds and other obligations.

To purchase or otherwise acquire, undertake, carry on, improve or develop all or any other business, good will, rights, and assets and liabilities of any person, firm, association or Corporation carrying on any kind of business the same or of a similar nature to that which this Corporation is authorized to carry on, pursuant to the provision of the Certificate.

To do all such acts and things as are incident or conducive to the premises and this Corporation shall have the power to conduct its business in all its branches in the State of New York, or in any other State or States of the United States, and ultimately to hold, purchase, mortgage, lease, convey, manage and control real and personal property therein as above provided and generally to do all acts and things, and to exercise all the powers now or hereinafter authorized by Law necessary to carry on the business of the said Corporation; or to promote any of the objects for which the Company is formed.

- 5 -

For the accomplishment of the aforesaid purposes and in furtherance thereof, the Corporation shall have and may exercise all of the powers conferred by the Business Corporation Law, upon corporations formed thereunder, subject to any limitations contained in Article 2 of said law or in accordance with the provisions of any other statute of the State of New York.

THIRD: – The aggregate number of shares, which the corporation shall have authority to issue is One Thousand (1000) shares of common stock without par value.

FOURTH: – The office of the Corporation shall be located at 4190 Sunrise Highway, Town of Oyster Bay (Nassau County), Long Island, New York.

FIFTH: – The duration of the Corporation shall be perpetual.

SIXTH: – The Secretary of State is designated as the agent of the corporation upon whom process against the corporation may be served, and the address to which the Secretary of State shall mail a copy of any process against the corporation served upon him is:

F. W. Heilman, Jr., Vice President

STV, Inc.

High and Hanover Streets

Pottstown, Pennsylvania

The amendments to the certificate of incorporation and the restatement of the certificate of incorporation were authorized by unanimous written consent setting forth the action taken, signed by the holder of all the outstanding shares entitled to vote thereon.

IN WITNESS WHEREOF we made and subscribed this certificate this 28th day of November 1969.

ANTON CHIONCHIO, President

ROBERT G. TUFANO, Assistant Secretary

- 6 -

STATE OF NEW YORK	)
	)
COUNTY OF NASSAU	)

ANTON CHIONCHIO, being duly sworn, deposes and says that he is one of the persons who signed the foregoing restated certificate of incorporation; that he signed said restated certificate of incorporation in the capacity set opposite or beneath his signature thereon; that he has read the foregoing restated certificate of incorporation and knows the contents thereof; and the statements contained therein are true to his own knowledge.

ANTON CHIONCHIO, President

Sworn to and subscribed before

me this 16 day of February, 1970.

VINCENT J. CUMMINGS

NOTARY PUBLIC, State of New York

No. 52-5330525

Qualified in [ILLEGIBLE] County

Term Expires March 30, 1970

- 7 -

816756-8

RESTATED CERTIFICATE OF

INCORPORATION

of

EDWIN S. VOORHIS & SON, INC.

LAW OFFICES

BLANK, ROME, KLAUS & COMISKY

FOUR PENN-CENTER PLAZA

PHILADELPHIA, PA. 19103

LO’CUST. 9-3700

AREA CODE 215

8

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 October 6, 2011.
	Daniel E. Shapiro
	First Deputy Secretary of State

Rev. 06/07

      SANDERS & THOMAS OF NEW YORK, INC.   CERTIFICATE OF CHANGE   OF   REGISTERED AGENT   UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW   WE, THE UNDERSIGNED, A. WILSON KNECHT and EDWARD J. RHINESCHMIDT being respectively the Chairman of the Board and the Secretary of SANDERS & THOMAS OF NEW YORK, INC. hereby certify:   1. The name of the corporation is Sanders & Thomas of New York, Inc. The name under which the corporation was formed was Edwin S. Voorhis & Son, Inc.   2. The certificate of incorporation of said corporation was filed by the Department of State on the 29th day of August, 1934.   3. The following change was authorized by the Board of Directors:   To change the address for mailing service of process in New York upon whom all process against the corporation may be served from E. W. Heilman, Jr. c/o STV, Inc., High and Hanover Streets, Pottstown, Penna. to William T. Cleland, 99 Park Avenue, New York, New York

1

IN WITNESS WHEREOF, we have signed this certificate on the 1st day of September, 1972 and we affirm the statements contained therein as true under penalties of perjury.

A. WILSON KNECHT, CHAIRMAN OF THE BOARD

EDWARD J. RHINESCHMIDT, SECRETARY

2

3

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 October 6, 2011.
	Daniel E. Shapiro
	First Deputy Secretary of State

Rev. 06/07

[ILLEGIBLE]

SANDERS & THOMAS OF NEW YORK, INC.

UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

We, the undersigned, Whitney A. Sanders and Edward J. Rhineschmidt, being respectively the chairman of the board and the secretary of Sanders & Thomas of New York, Inc. hereby certify:

1. The name of the corporation is Sanders & Thomas of New York, Inc. The name under which the corporation was formed is Edwin S. Voorhis & Son, Inc.

2. The certificate of incorporation of said corporation was filed by the Department of State on the 29th day of August, 1934.

3. (a) The certificate of incorporation is amended to change the corporate name.

(b) To effect the foregoing, Article First relating to name is amended to read as follows:

First: The name of the Corporation shall be: STV Consultants, Inc.

4. The amendment was authorized in the following manner:

By the unanimous written consent of the sole shareholder.

IN WITNESS WHEREOF, we have signed this certificate on the 29^th day of August, 1974 and we affirm the statements contained therein as true under penalties of perjury.

SANDERS & THOMAS OF NEW YORK, INC.
By:
	Whitney A. Sanders, Chairman of the Board

C. F. UMSTEAD

Assistant Secretary-Treasurer

1

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 October 6, 2011.
	Daniel E. Shapiro
	First Deputy Secretary of State

Rev. 06/07

The University of the State of New York
	Education		Department

	STATE OF NEW YORK	:
		:	SS.
	COUNTY OF ALBANY	:
	Consent is hereby given, pursuant to Section 7209; of the Education Law, to the filing of a certificate of amendment to the certificate of incorporation, pursuant to Section 805 of the Business Corporation Law, changing the name of the corporation from S.T.V. CONSULTANTS, INC. to CAHN ENGINEERS, INC.

	IN WITNESS WHEREOF this instrument is executed and the seal of the State Education Department is affixed this 14th day of July, 1977.
	Gordon M. Ambach Commissioner of Education
	BY:
	Robert D. Stone
	Counsel and Deputy Commissioner for Legal Affairs

51377

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

S.T.V. CONSULTANTS, INC.

Under Section 805 of the

Business Corporation Law

IT IS HEREBY CERTIFIED THAT:

(1) This name of the corporation is S.T.V. CONSULTANTS, INC.

(2) The certificate of incorporation was filed by the Department of State on the 29th day of August, 1934.

(3) The original name of the corporation was EDWIN S. VOORHIS & SON, INC.

(4) The certificate of incorporation of this corporation is hereby amended to effect the following change:

To change the name of the corporation

From:	S.T.V. CONSULTANTS, INC.
To:	CAHN ENGINEERS, INC.

(5) The amendment to the certificate of incorporation was approved by the action of the sole shareholder of S.T.V. CONSULTANTS, INC.

IN WITNESS WHEREOF, this certificate has been subscribed the 1^st day of June, 1977, by the undersigned who

2

affirms that the statements made herein are true under the penalties of perjury.

S.T.V. CONSULTANTS, INC.
By:
Michael Haratunian, President
Attest:
F. William Heilman, Jr., Secretary

STATE OF NEW YORK	:
	:	ss
COUNTY OF NEW YORK	:

Michael Haratunian, being duly sworn, deposes and says: That he is the President of S.T.V. Consultants, Inc.,; that he has read the foregoing Certificate of Amendment of the Certificate of Incorporation of S.T.V. Consultants, Inc. and the same is true to the best of his knowledge, information and belief.

Michael Haratunian, President

Sworn to before me this 1^st day of June, 1977.

Notary Public

VIRGINIA B. MOORE

Notary Public, State of New York

No. 31-8006750

Qualified in New York County

Commission Expires March 30, 1978

3

4

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 October 6, 2011.
	Daniel E. Shapiro
	First Deputy Secretary of State

Rev. 06/07

B034584

The University of the State of New York

STATE OF NEW YORK	:
	:	ss.	:
COUNTY OF ALBANY	:

In accordance with the provisions of section 805 of the Business Corporation Law, consent is hereby given to the change of name of CAHN ENGINEERS, INC. to S P GROUP, 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 WHEREOF this instrument is executed and the seal of the State Education Department is affixed this 13th day of September, 1983.
	Gordon M. Ambach
	Commissioner of Education
	By:
	Robert D. Stone
	Counsel and Deputy Commissioner for Legal Affairs

1

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

CAHN ENGINEERS, INC.

Under Section 805 of the Business Corporation Law

The undersigned, being the president and the secretary of Cahn Engineers, Inc., do hereby certify and set forth:

1. The name of the corporation is Cahn Engineers, Inc. The name under which the corporation was formed is Edwin S. Voorhis & Son, Inc.

2. The certificate of incorporation of Edwin S. Voorhis & Son, Inc. was filed with the Department of State on the 29th day of August, 1934.

3. The certificate of incorporation of Cahn Engineers Inc. is hereby amended to effect the following change:

To change the name of the corporation

From:	CAHN ENGINEERS, INC.
To:	S P GROUP, INC.

4. The manner in which this amendment to the certificate of incorporation of Cahn Engineers, Inc. was authorized was by the affirmative vote of the holders of a majority of all outstanding shares entitled to vote thereon at a meeting of the shareholders of said corporation duly called and held on the 26th day of May, 1983, a quorum being present.

2

IN WITNESS WHEREOF, this certificate has been subscribed the 27^th day of May, 1983, by the undersigned, who affirms that the statements made herein are true under the penalties of perjury.

CAHN ENGINEERS, INC.
By:
Edgar B. Vinal, Jr., President
Assistant Secretary – Eugene Jones

STATE OF NEW YORK	)
COUNTY OF New York	)	ss.

Edgar B. Vinal, Jr., being duly sworn, deposes and says: That he is the President of Cahn Engineers, Inc.: that he has read the foregoing Certificate of Amendment of the Certificate of Incorporation of Cahn Engineers, Inc. and the same is true to the best of his knowledge, information and belief.

Edgar B. Vinal Jr., President

Sworn to before me this 27th day of May, 1983.

Notary Public, State of Connecticut

My Commission Expires 4/1/86

3

6

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 October 6, 2011.

Daniel E. Shapiro

First Deputy Secretary of State

Rev. 06/07

377—Certificate of Change by Corporation as to Address or Registered [ILLEGIBLE] [ILLEGIBLE] 80 EXCHANGE PLACE AT BROADWAY, NEW YORK

Certificate of Change of

SP Group, Inc.

Under Section 805-A of the Business Corporation Law

IT IS HEREBY CERTIFIED THAT:

	(a)    The name of the corporation is
	SP Group, Inc.
	and the corporation was formed under the (said) name
	Edwin S. Voorhis & Son, Inc.
	(b)    The certificate of incorporation was filed by the department of state on the 29th day of August 1934.
	(c)    The certificate of incorporation is changed: [ILLEGIBLE]
	to specify or change the post office address to which the secretary of state shall mail a copy of any process against the corporation served upon him to
	SP Group, Inc. 2 Computer Drive Suite 2000 Albany, NY 12205 [ILLEGIBLE]

[ILLEGIBLE] STRIKE OUT WHERE INAPPLICABLE

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 October 6, 2011.

Daniel E. Shapiro

First Deputy Secretary of State

Rev. 06/07

The University of the State of New York

STATE OF NEW YORK	:
	:	ss.:
COUNTY OF ALBANY	:

In accordance with the provisions of section 805 of the Business Corporation Law, consent is hereby given to the change of name of S P GROUP, INC. to GREINER ENGINEERING SCIENCES, INC. as 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 WHEREOF this instrument is executed and the seal of the State Education Department is affixed this 19th day of December, 1984.
	Gordon M. Ambach
	Commissioner of Education
	By:
	Robert D. Stone
	Counsel and Deputy Commissioner for Legal Affairs

1

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION

OF

S P GROUP, INC.

UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

* * * *

WE, THE UNDERSIGNED, Edgar B. Vinal, Jr. and Allen V. Herring, being respectively the President and the Secretary of S P Group, Inc. hereby certify:
1.  The name of the Corporation is S P GROUP, INC. The name under which the Corporation was formed is Edwin S. Voorhis & Son, Inc.
2.  The certificate of incorporation of said corporation was filed by the Department of State on the 29th day of August, 1934.
3.	(a)	The certificate of incorporation is amended to change the name of the Corporation.
	(b)	To effect the foregoing, Article First relating to the name of the Corporation is amended to read as follows:
			The name of the Corporation shall be Greiner Engineering Sciences, Inc.
4.	The amendment was authorized in the following manner: By unanimous vote of the Board of Directors, followed by the unanimous vote of all the outstanding shares entitled to vote.
IN WITNESS WHEREOF, we have signed this Certificate on the 6th day of November, 1984, and we affirm the statements contained therein as true under penalties of perjury.

Edgar B. Vinal, Jr., President

Allen V. Herring, Secretary

2

THE UNIVERSITY OF THE STATE OF NEW YORK

THE STATE EDUCATION DEPARTMENT

ALBANY, NEW YORK 12234

[ILLEGIBLE]

December 19, 1984

Re: S P GROUP, INC.

Dear Sir or Madam:

The proposed certificate of amendment of the above named corporation, which you forwarded to this office for consent to filing pursuant to the Business Corporation Law, is herewith returned with the consent of the Commissioner of Education annexed thereto.

Once the certificate is filed, please submit a certified copy of the filed certificate to Ms. Ann Slagen, Division of Professional Licensing Services, Cultural Education Center, Empire State Plaza, Albany, New York 12230.

Sincerely,

Robert D. Stone

Robinson & Cole

Law Offices

One Commercial Plaza

Hartford, Connecticut 06103-3597

/fw

Enclosure

cc: Ms. Ann Slagen

3

4

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 October 6, 2011.

Daniel E. Shapiro

First Deputy Secretary of State

Rev. 06/07

CERTIFICATE OF CHANGE

OF

GREINER ENGINEERING SCIENCES, INC.

UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW

	WE, THE UNDERSIGNED, Edgar B. Vinal, Jr., and Allen V. Herring, being respectively the President and the Secretary of Greiner Engineering Sciences, Inc. hereby certify:
	1.      The name of the corporation is Greiner Engineering Sciences, Inc. It was incorporated under the name Edwin S. Voorhis & Son, Inc.
	2.      The Certificate of Incorporation of said corporation was filed by the Department of State on the 29th day of August, 1934.
	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 2 Computer Drive, Suite 2000, Albany, NY 2205 to c/o C T Corporation System, 1633 Broadway, New York, NY 10019. To designate C T Corporation System, 1633 Broadway, New York, NY 10019 as its registered agent in New York upon whom all process against the corporation may be served.
	IN WITNESS WHEREOF, we have signed this certificate on the 10th day of February, 1986 and we affirm the statements contained herein as true under penalties of perjury.

Edgar B. Vinal, Jr.

President

Allen V. Herring

Secretary

1

2

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 October 6, 2011.

Daniel E. Shapiro

First Deputy Secretary of State

Rev. 06/07

	CERTIFICATE OF AMENDMENT
	OF THE CERTIFICATE OF INCORPORATION
	OF
	GREINER ENGINEERING SCIENCES, INC.
	UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
	* * * *
	WE, THE UNDERSIGNED, Edgar B. Vinal, Jr. and Chad L. Mitchell respectively the Executive Vice President and the Secretary of Greiner Engineering Sciences, Inc. certify:
	1. The name of the Corporation is Greiner Engineering Sciences, Inc. The name under which the Corporation was formed is Edwin S. Voorhis & Son, Inc.
	2. The certificate of incorporation of said Corporation was filed with the Department of State on the 29th day of August, 1934.
	3.       (a)	The certificate of incorporation is amended to change the name of the Corporation.
	(b)	To effect the foregoing, Article First relating to the name of the Corporation is amended to read as follows:
		The name of the Corporation shall be Greiner, Inc.
	4.       The amendment was authorized in the following manner:

1

By unanimous vote of the Board of Directors, followed by the unanimous vote of all the outstanding shares entitled to vote.

IN WITNESS WHEREOF, we have signed this Certificate on the 12th day of February, 1987, and we affirm the statements contained therein as true under penalties of perjury.

Edgar B. Vinal, Jr.

Executive Vice President

Chad L. Mitchell

Secretary

2

NYS DEPARTMENT OF STATE

FILING RECEIPT         NAME RESERVATION (BUSINESS)

CORPORATION NAME
GREINER, INC. (RES FOR 60 DAYS)
DATE FILED	DURATION & COUNTY CODE	FILM NUMBER	CASH NUMBER
04/29/87		B490316-1	936197

NUMBER AND KIND OF SHARES	LOCATION OF PRINCIPAL OFFICE
FOR CH OF NAME OF GREINER ENGINEERING SCIENCES, INC. *INFO (SUBMIT CTF WHEN FILING)
ADDRESS FOR PROCESS	REGISTERED AGENT

FEES AND/OR TAX PAID AS FOLLOWS:
AMOUNT OF CHECK $	AMOUNT OF MONEY ORDER $ 00030 00		AMOUNT OF CASH $
$                     DOLLAR FEE TO  COUNTY		$	FILING
		$	TAX
FILER NAME AND ADDRESS		$	CERTIFIED COPY
		$                         20.00	CERTIFICATE
ROBINSON & COLE		010.00	MISCELLANEOUS
1 COMMERICAL PLAZA		TOTAL PAYMENT $	0000030
HARTFORD	CT 06103	REFUND OF $
[ILLEGIBLE]	GAIL [ILLEGIBLE] – SECRETARY OF STATE

3

4

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 October 6, 2011.
	Daniel E. Shapiro
	First Deputy Secretary of State

Rev. 06/07

F930519000287

	CERTIFICATE OF CHANGE
	OF
	GREINER, INC.
	(Under Section 805-A of the Business Corporation Law)

FIRST: The name of the corporation is: GREINER, INC. The name under which the corporation was formed is: EDWIN S. VOORHIS & SON, INC.

SECOND: The Certificate of Incorporation of the corporation was filed by the Department of State on August 29, 1934.

THIRD: The Certificate of Incorporation of the corporation is hereby changed, pursuant to the authorization of the Board of Directors of the Corporation, so as to change the post office address to which the Secretary of State shall mail a copy of any process against the corporation served upon him and to change the address of the registered agent of the corporation and to specify the address of said registered agent; and to accomplish said changes, the statement in the Certificate of Incorporation relating to said post office address is hereby stricken and the following statements are substituted in lieu thereof:

(a) “The post office address within the State of New York to which the Secretary of State shall mail a copy of any process against the corporation served upon him is c/o The Prentice-Hall Corporation System, Inc., 15 Columbus Circle, New York, New York 10023-7773.”

(b) “The name and the address of the registered agent of the corporation are The Prentice-Hall Corporation System, Inc., 15 Columbus Circle, New York, New York 10023-7773. Said registered agent is to be the agent upon which process against the corporation may be served.”

1

IN WITNESS WHEREOF, we have subscribed this document on the date hereinafter [ILLEGIBLE] forth and do hereby affirm, under the penalties of [ILLEGIBLE], that the statements contained therein have been examined by us and are true and correct.

Dated:	April 22, 1993
Name of Signer:
	Robert L Costello – Vice President
Name of Signer:
	Melissa K. Holder – Assistant Secretary

2

930519000287

	CERTIFICATE OF CHANGE
	OF
	GREINER, INC.
	(Under Section 805-A of the Business Corporation Law)

	By:	Greiner Engineering, Inc.
		909 East Las Colinas Boulevard
		Irving, TX 75039

930519000325

3

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 October 6, 2011.
	Daniel E. Shapiro
	First Deputy Secretary of State

Rev. 06/07

F950313000394

Certificate of Change
of
GREINER, INC.
(Under Section 805-A of the Business Corporation Law)

FIRST: The name of the corporation (“the corporation”) is

GREINER, INC.

SECOND: The certificate of incorporation of the corporation was filed by the Department of State on 08-29-34 under the original name of

EDWIN S. VOORHIS & SON, INC.

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 New York shall mail a copy of any process against the corporation served upon said Secretary of State and to change the address of the registered agent; and to accomplish said changes, the statements in the Certificate of Incorporation relating to said post office address and the designation of registered agent are hereby stricken and the following statements are submitted in lieu thereof:

“The post office address within the State of New York to which the Secretary of 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.

500 Central Avenue, Albany, New York 12206-2290.”

“The name and the address of the registered agent of the corporation are

THE PRENTICE-HALL CORPORATION SYSTEM, INC.

500 Central Avenue, Albany, New York 12206-2290.

Said registered agent is to be the agent upon which process against the corporation may be served.”

FOURTH: A notice of the proposed changes 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, to whose address the Secretary of State of New York is required to mail copies of process and the registered agent of the corporation.

IN WITNESS WHEREOF, we have subscribed this document on the date set forth below and do hereby affirm, under the penalties of perjury, that the statements contained therein have been examined by us are true and correct.

Date: March 1, 1995

THE PRENTICE-HALL CORPORATION SYSTEM, INC.

/s/    Dennis Howarth        

Dennis Howarth, Vice President

/s/    Richard L. Kushay        

Richard L. Kushay, Asst. Secretary

1

	F950313000394
CERTIFICATE OF CHANGE
of
GREINER, INC.
(Under Section 805-A of the Business Corporation Law)

Margaret Timmins

THE PRENTICE-HALL CORPORATION SYSTEM, INC.

375 Hudson Street, 11th Floor

New York, New York 10014-3660

950313000395

2

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 October 6, 2011.
	Daniel E. Shapiro
	First Deputy Secretary of State

Rev. 06/07

N. Y. S. DEPARTMENT OF STATE	162 WASHINGTON AVENUE
DIVISION OF CORPORATIONS AND STATE RECORDS	ALBANY, NY 12231
FILING RECEIPT    F960918000038

ENTITY NAME	:	URS GREINER, INC.
DOCUMENT TYPE	:	NAME RESERVATION (NCH) (DOM. BUSINES
SERVICE COMPANY	:	CSC NETWORKS/PRENTICE HALL	SERVICE CODE    45
APPLICANT NAME	:	GREINER INC.

FILED:    08/27/1996      DURATION:    10/28/1996       CASH #:    960827000443      FILM #:    960827000425

ADDRESS FOR PROCESS
REGISTERED AGENT
** SUBMIT RECEIPT WHEN FILING CERTIFICATE **

FILER	FEES		45.00		PAYMENTS		45.00
GREINER INC. C/O ERIC MCFARLAND	FILING	:		20.00	CASH	:		0.00
COOLEY GODWARD CASTRO HUDDLESON & TATUM	TAX	:		0.00	CHECK	:		0.00
ONE MARITIME PLAZA-20TH FL LAW DEPT	CERT	:		0.00	BILLED	:		45.00
SAN FRANCISCO, CA 94111	COPIES	:		0.00
	HANDLING	:		25.00
					REFUND	:	0.00

DOS-1025 (11/89)

1

960918000038

CSC 45

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION

OF

GREINER, INC.

Under Section 805 of the Business Corporation Law

It is hereby certified that:

FIRST: The name of the corporation is Greiner, Inc. The name under which it was formed is Edwin S. Voorhis & Son, Inc.

SECOND: The certificate of incorporation of the corporation was filed by the Department of State on August 29, 1934.

THIRD: The amendment of the certificate of incorporation of the corporation effected by this certificate of amendment is as follows:

To change the name of the corporation.

FOURTH: To accomplish the foregoing amendment, Article First of the certificate of incorporation of the corporation, relating to the name of the corporation is hereby amended to read as follows:

“The name of the corporation is URS Greiner, Inc.”

FIFTH: The foregoing amendment of the certificate of incorporation of the corporation was authorized by the consent in writing of all the members of the Board of Directors of the corporation, followed by:

the unanimous written consent of the holder of all of the outstanding shares of the corporation entitled to vote on the said amendment of the certificate of incorporation.

21164740

082796

2

IN WITNESS WHEREOF, We have subscribed this document on the date set forth below and do hereby affirm, under the penalties of perjury, that the statements contained therein have been examined by us and are true and correct.

Date: August 30, 1996

Robert L. Costello, President

Melissa K. Holder, Secretary

21164740

082796

3

960918000038

CSC 45

CERTIFICATE OF AMENDMENT

OF

GREINER, INC.

Under Section 805 of the Business Corporation Law

	FILED BY:	Cooley, Godward, Castro, Huddleson & Tatum
		One Maritime Plaza
		20th Floor Law Department
		San Francisco, CA 94111

960918000040

4

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 October 6, 2011.
	Daniel E. Shapiro First Deputy Secretary of State

Rev. 06/07

CSC-90

F 970414000641

Certificate of Change

of

URS GREINER, INC.

(Under Section 805-A of the Business Corporation Law)

FIRST: The name of the corporation (the “corporation”) is

URS GREINER, INC.

The name under which the corporation was formed is

EDWIN S. VOORHIS & SON, INC.

SECOND: The certificate of incorporation of the corporation was filed by the Department of State on

08-29-1934

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 New York shall mail a copy of any process against the corporation served upon said Secretary of State and to change the address of the registered agent; and to accomplish said changes, the statements in the certificate of incorporation relating to said post office address and the designation of registered agent are hereby stricken and the following statements are substituted in lieu thereof:

“The post office address within the State of New York to which the Secretary of 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. 80 State Street, Albany, New York 12207”

“The name and the address of the registered agent of the corporation are THE PRENTICE HALL CORPORATION SYSTEM, INC. 80 State Street, Albany, New York 12207. Said registered agent is to be the agent upon which process against the corporation may be served.”

FOURTH: A notice of the proposed changes 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 New York is required to mail copies of process and the registered agent of the corporation.

IN WITNESS WHEREOF, we have subscribed this document on the date set forth below and do hereby affirm, under the penalties of perjury, that the statements contained therein have been examined by us and are true and correct.

Date: March 3, 1997

THE PRENTICE-HALL CORPORATION SYSTEM, INC.

/s/ William G. Popeo

William G. Popeo, Vice President

/s/ John H. Pelletier

John H. Pelletier, Asst. Secretary

1

F 970414000641

CERTIFICATE OF CHANGE

of

URS GREINER, INC.

(Under Section 805 A of the Business Corporation Law)

Anne Grigorakos

THE PRENTICE-HALL CORPORATION SYSTEM, INC.

375 Hudson Street, 11th Floor

New York, New York 10014

CSC – 90

970414000664

2

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 October 6, 2011.
	Daniel E. Shapiro
	First Deputy Secretary of State

Rev. 06/07

F 980925000188

CSC 45

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

URS GREINER, INC.

Under Section 805 of the Business Corporation Law

We, the undersigned, being respectively the President and Secretary of URS GREINER, INC. do hereby certify:

1. The name of the Corporation is:

URS GREINER, INC.

2. The Certificate of Incorporation was filed by the Department of State on the 29th day of August, 1934 under the original name of EDWIN S. VOORHIS & SON, INC.

3. The Certificate of Incorporation is hereby amended to change the corporations name.

Paragraph One of the Certificate of Incorporation is amended to read as follows:

“1. The name of the corporation is:

URS GREINER WOODWARD-CLYDE, INC.”

1

4. This amendment to the Certificate of Incorporation was authorized by unanimous written consent of the Board of directors followed by a vote of the holders of a majority of all outstanding shares entitled to vote thereon at a meeting duly held of the shareholders of the corporation.

IN WITNESS WHEREOF, we have signed this Certificate of Amendment this 19^th day of August, 1998, and hereby affirm the truth of the statements contained herein under the penalties of perjury.

Cynthia Jorgensen, Vice President

Carol Brummerstedt, Asst. Secretary

2

F 980925000188

CSC 45

CERTIFICATE OF AMENDMENT

OF

URS, GREINER, INC.

Under Section 805 of the Business Corporation Law

Filer:	Ms. Amy Landuyt
	URS Corporation
	100 California Street
	#500
	San Francisco, CA 94111
	862344PAS

 

980925000201

3

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 October 6, 2011.
	Daniel E. Shapiro
	First Deputy Secretary of State

Rev. 06/07

F 000412000738

CSC 45

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

URS GREINER WOODWARD-CLYDE, INC.

*  *  *

Under Section 805 of the Business Corporation Law

We, the undersigned, being respectively the Vice President and Assistant Secretary of URS Greiner Woodward-Clyde, Inc. do hereby certify:

1. The name of the Corporation is:

URS GREINER WOODWARD-CLYDE, INC.

2. The Certificate of Incorporation was filed by the Department of State on the 29^th day of August, 1934 under the original name of EDWIN S. VOORHIS & SON, INC.

3. The Certificate of Incorporation is hereby amended to change the Corporation’s name.

Paragraph One of the Certificate of Incorporation is amended to read as follows:

“1. The name of the corporation is URS CORPORATION – NEW YORK.”

1

4. This amendment to the Certificate of Incorporation was authorized by unanimous written consent of the Board of Directors followed by a vote of the holders of a majority of all outstanding shares entitled to vote thereon at a meeting held by the shareholders of the Corporation.

IT WITNESS WHEREOF, we have signed this Certificate of Amendment this 7^th day of April, 2000, and hereby affirm the truth of the statements contained herein under the penalties of perjury.

Joseph Masters, Vice President

Carol Brummerstedt, Assistant Secretary

2

F 000412000738

		CSC 45

CERTIFICATE OF AMENDMENT

OF

URS GREINER WOODWARD-CLYDE, INC.

Under Section 805 of the Business Corporation Law

FILED BY:
	URS CORPORATION
	100 California Street
	#500	000412000765
	San Francisco, CA 94111
Cust. Ref#	656860MPJ

3

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 October 6, 2011.
	Daniel E. Shapiro
	First Deputy Secretary of State

Rev. 06/07

CT-07	F 010116000056
	CT-07

CERTIFICATE OF CHANGE

OF

URS Corporation – New York

UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW

1. The name of the corporation is URS Corporation – New York. It was incorporated under the name Edwin S. Voorhis & Son, Inc.

2. The Certificate of Incorporation of said corporation was filed by the Department of State on the August 29, 1934.

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 The Prentice-Hall Corporation System, Inc., 80 State Street, Albany, NY 12207 to c/o C T Corporation System, 111 Eighth Avenue, New York, N.Y. 10011.

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 80 State Street, Albany, NY 12207 to C T CORPORATION SYSTEM, at 111 Eighth Avenue, New York, N.Y. 10011.

Craig Hundley, Secretary

1

F 010116000056

CT-07 CT-07

Certificate of Change

Of

URS CORPORATION – NEW YORK

Under Section 805-A of the Business Corporation Law

Kristin Jones

URS Corporation

100 California Street

Suite 500

San Francisco, CA 94111-4529

01011600005

2

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 October 6, 2011.
	Daniel E. Shapiro
	First Deputy Secretary of State

Rev. 06/07

F 041102000373

CT-07

CERTIFICATE OF MERGER

OF

URS CORPORATION GROUP CONSULTANTS

INTO

URS CORPORATION – NEW YORK

Under Section 904 of the Business Corporation Law

1. (a) The name of each constituent corporation is as follows:

URS Corporation – New York

URS Corporation Group Consultants

(b) The name of the surviving corporation is URS Corporation – New York.

2. As to each constituent corporation, the designation and number of outstanding shares of each class and series and the voting rights thereof as follows:

Name of Corporation	Designation and number of shares on each class or series outstanding	Class or series of shares entitled to vote	Shares entitled to vote as a series or class
URS Corporation – New York	100 common shares	common	common
URS Corporation Group Consultants	1,000 common shares	common	common

3. The certificate of incorporation of URS Corporation – New York, the surviving corporation, shall not be amended by this merger and shall be the certificate of incorporation of the surviving corporation.

1

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
URS Corporation – New York	August 29, 1934
Formed under the original name of (Edwin S. Voorhis & Son, Inc.)
URS Corporation Group Consultants	February 25, 1929
Formed under the original name of (The William T. Field Engineers, Incorporated)

5. The merger was adopted by each constituent corporation in the following manner:

(a) As to URS Corporation – New York, by the written consent of the sole shareholder given in accordance with Section 615 of the Business Corporation Law.

(b) As to URS Corporation Group Consultants, by the written consent of the sole shareholder given in accordance with Section 615 of the Business Corporation Law.

	URS Corporation – New York
By:
	Joseph Masters
	Vice President
URS Corporation Group Consultants
By:
	David Nelson
	Vice President & Treasurer

2

F 041102000373

CT-07

CERTIFICATE OF MERGER

OF

URS CORPORATION GROUP CONSULTANTS

INTO

URS CORPORATION – NEW YORK

UNDER SECTION 904 OF THE

BUSINESS CORPORATION LAW

URS Corporation

Legal Department

600 Montgomery Street, 25^th Floor

San Francisco, CA 94111

3

EX-3.64

Exhibit 3.64

AMENDED & RESTATED BY-LAWS

OF

URS CORPORATION – NEW YORK

as of January 11, 2005

*****

ARTICLE I

OFFICES

Section 1. The office of the corporation shall be located in the County of New York, State of New York.

Section 2. The corporation may also have offices at such other places both within and without the State of New York as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

ANNUAL MEETINGS OF SHAREHOLDERS

Section 1. All meetings of shareholders for the election of directors shall be held at such place or places, within or without the State of New York, as shall be determined by the Board of Directors from time to time.

Section 2. Annual meetings of shareholder shall be held on the 2^nd day of January, if not a legal holiday, and if a legal holiday, then on the next secular day following during which they shall elect by a plurality vote, a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3. Written or electronic notice of the annual meeting stating the place, date and hour of the Meeting shall be delivered not less than ten nor more than sixty days before the date of the meeting, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

ARTICLE III

SPECIAL MEETINGS OF SHAREHOLDERS

Section 1. Special meetings of shareholders may be held at such time and place within or without the State of New York as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by law or by the certificate of incorporation, may be called by the president, the board of directors, or the holders of a majority of the votes of all the shares entitled to vote at the meeting.

Section 3. Written or electronic notice of a special meeting stating the

place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. The notice should also indicate that it is being issued by, or at the direction of, the person calling the meeting.

Section 4. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

ARTICLE IV

QUORUM AND VOTING OF STOCK

Section 1. The holders of a majority of the votes of shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the share-holders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

Section 2. If a quorum is present, the affirmative vote of a majority of the votes cast in favor of or against an action shall be the act of the shareholders, unless the vote of a greater or lesser number of shares of stock is required by law or the certificate of incorporation. Except as otherwise provided in the certificate of incorporation or the specific provision of a by-law adopted by the shareholders, an abstention shall not constitute a vote cast.

Section 3. Each outstanding share of stock having voting power shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. A shareholder may vote either in person or by proxy authorized in accordance with law.

Section 4. The board of directors in advance of any shareholders’ meeting may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at a shareholders’ meeting may, and, on the request of any shareholder entitled to vote thereat, shall appoint one or more inspectors. If the corporation has a class of voting stock that is listed on a national securities exchange or authorized for quotation on an interdealer quotation system of a registered national securities association, one or more inspectors shall be appointed as provided herein. In case any person appointed as inspector fails to appear or act, the vacancy may be filled by the board in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at

such meeting with strict impartiality and according to the best of his ability.

Section 5. Whenever shareholders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon or, if the certificate of incorporation so permits, signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those shareholders who have not consented in writing.

ARTICLE V

DIRECTORS

Section 1. The number of directors which shall constitute the whole Board shall not be less than two (2) nor more than five (5). Directors shall be at least eighteen years of age and need not be residents of the State of New York nor shareholders of the corporation. The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, except as hereinafter provided, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first board of directors shall hold office until the first annual meeting of shareholders.

Section 2. The entire Board of Directors, or any individual Director, may be removed from office without assigning any cause, by a majority vote of the holders of the outstanding shares entitled to vote at an election of Directors. IN case the Board or any one or more of Directors be so removed, new Directors may be elected at the same meeting.

Section 3. Newly created directorships resulting from an increase in the board of directors and all vacancies occurring in the board shall be filled by election at an annual meeting, or at a special meeting of shareholders called for that purpose. A director elected to fill a vacancy shall be elected for the unexpired portion of the term of his predecessor in office. A director elected to fill a newly created directorship shall serve until the next succeeding annual meeting of shareholders and until his successor shall have been elected and qualified.

Section 4. The business affairs of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by law or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the shareholders.

Section 5. The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside the State of New York, at such place or places as they may from time to time determine.

Section 6. The Directors, as such, shall not receive any stated salary for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each meeting of the Board; provided that nothing herein constrained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.

ARTICLE VI

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Meetings of the board of directors, regular or special, may be held either within or without the State of New York.

Section 2. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

Section 3. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

Section 4. Special meetings of the board of directors may be called by the president on five days’ notice to each director, either personally or by mail or by facsimile telecommunication; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.

Section 5. Notice of a meeting need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

Section 6. A majority of the directors shall constitute a quorum for the transaction of business unless a greater or lesser number is required by law or by the certificate of incorporation. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the vote of a greater number is required by law or by the certificate of incorporation. If a quorum shall not be present at any

meeting of directors, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 7. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 8. Unless the certificate of incorporation provides otherwise, any action required or permitted to be taken at a meeting of the directors or a committee thereof may be taken without a meeting if a consent in writing to the adoption of a resolution authorizing the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

ARTICLE VII

EXECUTIVE COMMITTEE

Section 1. The board of directors, by resolution adopted by a majority of the entire board, may designate, from among its members, an executive committee and other committees, each consisting of one or more directors, and each of which, to the extent provided in the resolution, or in the certificate of incorporation or these by-laws, shall have all the authority of the board, except as otherwise required by law. Vacancies in the membership of the committee shall be filled by the board of directors at a regular or special meeting of the board of directors. The executive committee shall keep regular minutes of its proceedings and report the same to the board when required.

ARTICLE VIII

NOTICES

Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to shareholders may also be given electronically in accordance with law. Notice to directors may also be given by facsimile telecommunication.

Section 2. Whenever any notice of a meeting is required to be given under the provisions of the statutes or under the provisions of the certificate of incorporation or these by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Shareholders may also submit waivers of notice electronically in accordance with law.

ARTICLE IX

OFFICERS

Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president/chief executive officer, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers.

Section 2. The officers of the Corporation to be elected by the Board of Directors shall be elected annually after the annual meeting of the shareholders. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 6. The president shall be the chief executive officer of the corporation, and shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Pursuant to Section 7209.6 of the New York State Education Law, the office of president must be held by a New York-licensed professional engineer and a New York-licensed land surveyor. The office of president may be held by two individuals simultaneously.

Section 7. He shall execute bonds, mortgages and other contracts requiring a seal under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of

directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

Section 8. The vice-president or, if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and, when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10. The assistant secretary or, if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 13. If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 14. The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE X

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by certificates or shall be uncertificated. Certificates shall be signed by the chairman or vice-chairman of the board or the president or a vice-president and the secretary or an assistant secretary or the treasurer or an assistant treasurer of the corporation and may be sealed with the seal of the corporation or a facsimile thereof.

When the corporation is authorized to issue shares of more than one class, there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the corporation will furnish to any shareholder upon request and without charge, a full statement of the designation, relative rights, preferences, and limitations of the shares of each class authorized to be issued and, if the corporation is authorized to issue any class of preferred shares in series, the designation, relative rights, preferences and limitations of each such series so far as the same have been fixed and the authority of the board of directors to designate and fix the relative rights, preferences and limitations of other series.

Within a reasonable time after the issuance or transfer of any uncertificated shares there shall be sent to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to paragraphs (b) and (c) of Section 508 of the New York Business Corporation Law.

Section 2. The signatures of the officers of the corporation upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the corporation itself or an employee of the corporation, or if the shares are listed on a national security exchange. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of issue.

LOST CERTIFICATES

Section 3. The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

TRANSFERS OF SHARES

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation.

FIXING RECORD DATE

Section 5. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the board of directors may fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be more than sixty nor less than ten days before the date of any meeting nor more than sixty days prior to any other action. When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the board fixes a new record date for the adjourned meeting.

REGISTERED SHAREHOLDERS

Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of New York.

LIST OF SHAREHOLDERS

Section 7. A list of shareholders as of the record date, certified by the corporate officer responsible for its preparation or by a transfer agent, shall be produced at any meeting upon the request thereat or prior thereto of any shareholder. If the right to vote at any meeting is challenged, the inspectors of election, or person presiding thereat, shall require such list of shareholders to be produced as evidence of the right of the persons challenged to vote at such meeting and all persons who appear from such list to be shareholders entitled to vote thereat may vote at such meeting.

ARTICLE XI

GENERAL PROVISIONS

DIVIDENDS

Section 1. Subject to the provisions of the certificate of incorporation relating thereto, if any, dividends may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in shares of the capital stock or in the corporation’s bonds or its property, including the shares or bonds of other corporations subject to any provisions of law and of the certificate of incorporation.

Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

Section 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 4. The fiscal year of the corporation shall be December 31.

SEAL

Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, New York”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE XII

AMENDMENTS

Section 1. Amendment by Shareholders. These by-laws may be amended or repealed or new by-laws may be adopted at any regular or special meeting of shareholders at which a quorum is present or represented, by a majority of the votes cast by the shares entitled to vote in the election of any directors, provided notice of the proposed alteration, amendment or repeal be contained in the notice of such meeting.

Section 2. Amendment by Board of Directors. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the affirmative vote of a majority of the Board of Directors at any regular or special meeting of the Board duly convened after appropriate notice to the Directors of such proposed alteration, amendment or repeal.

EX-3.65

Exhibit 3.65

Delaware	PAGE 1
The First State

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “URS OPERATING SERVICES, INC.” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF INCORPORATION, FILED THE TWENTY-SECOND DAY OF DECEMBER, A.D. 1994, AT 4:30 O’CLOCK P.M.

CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “URS CONSULTANTS, INC. – OPERATING AND MAINTENANCE SERVICES” TO “URS OPERATING SERVICES, INC.”, FILED THE SEVENTEENTH DAY OF JANUARY, A.D. 1995, AT 3:30 O’CLOCK P.M.

CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “URS OPERATING SERVICES, INC.” TO “URS GREINER OPERATING SERVICES, INC.”, FILED THE NINTH DAY OF SEPTEMBER, A.D. 1996, AT 9 O’CLOCK A.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWELFTH DAY OF JUNE, A.D. 1998, AT 9 O’CLOCK A.M.

CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “URS GREINER OPERATING SERVICES, INC.” TO “URS GREINER WOODWARD-CLYDE OPERATING SERVICES, INC.”, FILED THE TWELFTH DAY OF NOVEMBER,

		Harriet Smith Windsor, Secretary of State
2462295 8100H		AUTHENTICATION: 7013533
081180763		DATE: 12-10-08
You may verify this certificate online at corp.delaware.gov/authver.shtml

Delaware	PAGE 2
The First State

A.D. 1998, AT 9 O’CLOCK A.M.

CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “URS GREINER WOODWARD-CLYDE OPERATING SERVICES, INC.” TO “URS OPERATING SERVICES, INC.”, FILED THE FOURTEENTH DAY OF JUNE, A.D. 2000, AT 9 O’CLOCK A.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE SEVENTH DAY OF FEBRUARY, A.D. 2001, AT 3 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “URS OPERATING SERVICES, INC.”.

		Harriet Smith Windsor, Secretary of State
2462295 8100H		AUTHENTICATION: 7013533
081180763		DATE: 12-10-08
You may verify this certificate online at corp.delaware.gov/authver.shtml

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:30 PM 12/22/1994

944254090 – 2462295

CERTIFICATE OF INCORPORATION

OF

URS CONSULTANTS, INC. – OPERATING AND MAINTENANCE SERVICES

1. The name of the corporation is

URS Consultants, Inc. – Operating and Maintenance Services

2. The address of its registered office in the State of Delaware is corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The nature of the business or purposes to be conducted or promoted is:

To engage in any lawful act: or activity for which corporations may be organized under the General Corporation Law of Delaware.

To manufacture, purchase or otherwise acquire, invest in, own, mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and deal with goods, wares and merchandise and personal property of every class and description.

To acquire, and pay for in cash, stock or bonds of this corporation or otherwise, the good will, rights, assets and property, and to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association or corporation.

To acquire, hold, use, sell, assign, lease, grant licenses in respect of, mortgage or otherwise dispose of letters patent of the United states or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trademarks and trade names, relating to or useful in connection with any business of this corporation.

To acquire by purchase, subscription or otherwise, and to receive, hold, own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise dispose of or deal in and with any of the shares of the capital stock, or any voting trust certificates

–1–

in respect of the shares of capital stock, scrip, warrants, rights, bonds, debentures, notes, trust receipts, and other securities, obligations, choses in action and evidences of indebtedness or interest issued or created by any corporations, joint stock companies, syndicates, associations, firms, trusts or persons, public or private, or by the government of the United States of America, or by any foreign government, or by any state, territory, province, municipality or other political subdivision or by any governmental agency, and as owner thereof to possess and exercise all the rights, powers and privileges of ownership, including the right to execute consents and vote thereon, and to do any and all acts and things necessary or advisable for the preservation, protection, improvement and enhancement in value thereof.

To borrow or raise money for any of the purposes of the corporation and, from time to time without limit as to amount, to draw, make, accept, endorse, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or non-negotiable instruments and evidences of indebtedness, and to secure the payment of any thereof and of the interest thereon by mortgage upon or pledge, conveyance or assignment in trust of the whole or any part of the property of the corporation, whether at the time owned or thereafter acquired, and to sell, pledge or otherwise dispose of such bonds or other obligations of the corporation for its corporate purposes.

To purchase, receive, take by grant, gift, devise, bequest or otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated, and to sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage or pledge, all or any of the corporation’s property and assets, or any interest therein, wherever situated.

In general, to possess and exercise all the powers and privileges granted by the General Corporation Law of Delaware or by any other law of Delaware or by this Certificate of incorporation together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business or purposes of the corporation.

The business and purposes specified in the foregoing clauses shall, except where otherwise expressed, be in nowise limited or restricted by reference to, or inference from, the terms of any other clause in this Certificate of Incorporation, but the business and purposes specified in each of the foregoing clauses of this article shall be regarded as independent business and purposes.

–2–

4. The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000) and the par value of each of such shares is One Dollar ($ 1.00) amounting in the aggregate to One Thousand Dollars ($ 1,000).

The designations and the powers, preferences and rights, and the qualifications, limitations or restrictions thereof are as follows:

At all elections of directors of the corporation, each stockholder shall be entitled to as many votes as shall equal the number of votes which (except for such provision as to cumulative voting) he would be entitled to cast for the election of directors with respect to his shares of stock multiplied by the number of directors to be elected by him, and he may cast all of such votes for a single director or may distribute them among the number to be voted for, or for any two or more of them as he may see fit.

5. The name and mailing address of each incorporator is as follows:

NAME	MAILING ADDRESS
Carol Brummerstedt	100 California Street, Suite 500 San Francisco, California 94111

–3–

6. The corporation is to have perpetual existence.

7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

To make, alter or repeal the by-laws of the corporation.

To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation.

To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created.

By a majority of the whole board, to designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The by-laws may provide that in the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, or in the by-laws of the corporation, shall have and may exercise all the

–4–

powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or by-laws expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

When and as authorized by the stockholders in accordance with law, to sell, lease or exchange all or substantially all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property including shares of stock in, and/or other securities of, any other corporation or corporations, as its board of directors shall deem expedient and for the best interests of the corporation.

8. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

–5–

Meetings of stockholders may be held within or without the state of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.

Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has

–6–

been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

9. The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

10. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

–7–

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is my set act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 22 day of December, 1994.

–8–

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

BEFORE PAYMENT OF CAPITAL

OF

URS CONSULTANTS, INC. - OPERATING AND MAINTENANCE SERVICES

The undersigned, being the sole Incorporator of URS CONSULTANTS, INC. - OPERATING AND MAINTENANCE SERVICES, a corporation organized and existing under and by virtue of the General Corporation Law of the State of delaware,

DOES HEREBY CERTIFY:

FIRST:	That Article 1 of the certificate of Incorporation be and it hereby is amended to read as follows:
	1. The name of the corporation is URS Operating Services, Inc.
SECOND:	That the corporation has not received any payment for any of its stock.
THIRD:	That the amendment was duly adopted in accordance with Section 241 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has signed this certificate this 13th day of January 1995.

Carol Brummerstedt

Incorporator

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 03:30 PM 01/17/1995

950011703 – 2462295

CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION

OF

URS OPERATING SERVICES, INC.

It is hereby certified that:

1. The name of the corporation (hereinafter called the “corporation”) is URS Operating Services, Inc.

2. The certificate of incorporation of the corporation is hereby amended by striking out Article FIRST thereof and by substituting in lieu of said Article the following new Article:

“FIRST: The name of the corporation is URS Greiner Operating Services, Inc.”

3. The amendment of the certificate of incorporation herein certified has been duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

Signed on August 28, 1996

Carol Brummerstedt, Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 09/09/1996

960260104 – 2462295

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 06/12/1998

981228923 – 2462295

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

It is hereby certified that:

1. The name of the corporation (hereinafter called the “corporation”) is

URS Greiner Operating Services, Inc.

2. The registered office of the corporation within the State of Delaware is hereby changed to 1013 Centre Road, City of Wilmington 19805, County of New Castle.

3. The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4. The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on May 19, 1998.

Carol Brummerstedt, Assistant Secretary

DE BC D-:COA CERTIFICATE OF CHANGE 03/96

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 11/12/1998

981436351 – 2462295

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

URS GREINER OPERATING SERVICES, INC.

URS GREINER OPERATING SERVICES, INC., a corporation organized and existing under and by virtue of the general corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST. That the Board of Directors of said corporation, at a meeting duly convened and held, adopted the following resolution:

RESOLVED that the Board of Directors hereby declares it advisable and in the beet interest of the Company that Article FIRST of the Certificate of Incorporation be amended to read as follows:

FIRST: The name of this corporation shall be:

URS GREINER WOODWARD-CLYDE OPERATING SERVICES, INC.

SECOND. That the said amendment has been consented to and authorized by the holders of a majority of the issued and outstanding stock entitled to vote by written consent given in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD. That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the general Corporation Law of the State of Delaware.

IT WITNESS WHEREOF, said corporation has caused this Certificate to be signed by Carol Brummerstedt, its Secretary, this 12^th Day of November, 1998.

Carol Brummerstedt, Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 06/14/2000

001302419 – 2462295

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF INCORPORATION

OF

URS GREINER WOODWARD-CLYDE OPERATING SERVICES, INC.

* * *

URS Greiner Woodward-Clyde Operating Services, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by unanimous written consent, adopted the following resolution:

RESOLVED that the Board of Directors hereby declares it advisable and in the best interest of the Company that Article FIRST of the Certificate of Incorporation be amended to read as follows:

“FIRST: The name of the corporation shall be

URS OPERATING SERVICES, INC.”

SECOND: That the said amendment has been consented to and authorized by the holders of a majority of the issued and outstanding stock entitled to vote by written consent given in accordance with the provisions of Section 228 of the General Corporation Law of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of Delaware.

IT WITNESS WHEREOF, said corporation has caused this Certificate to be signed by Carol Brummerstedt, its Secretary this 14^th day of June, 2000.

Carol Brummerstedt, Secretary

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

* * * * *

URS Operating Services, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is Corporation Service Company and the present registered office of the corporation is in the county of New Castle.

The Board of Directors of URS Operating Services, Inc. adopted the following resolution on the 1st day of November, 2000.

Resolved, that the registered office of Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, DE 19808 in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF, URS Operating Services, Inc. has caused this statement to be signed by Daniel Hutchins, its Vice President, this 7^th day of February, 2001.

Daniel Hutchins, Vice President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 03:00 PM 02/07/2001

010063051 – 2462295

EX-3.66

Exhibit 3.66

AMENDED AND RESTATED BYLAWS

OF

URS OPERATING SERVICES, INC

A Delaware Corporation

(Amended and Restated As of September 9, 2004)

ARTICLE I—OFFICES

SECTION 1. REGISTERED OFFICE. — The registered office shall be established and maintained at 1209 Orange Street, Wilmington, in the County of New Castle in the State of Delaware.

SECTION 2. OTHER OFFICES. — The corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time appoint or the business of the corporation may require.

ARTICLE II—MEETING OF STOCKHOLDERS

SECTION 1. ANNUAL MEETINGS. — Annual meetings of stockholders for the election of directors and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting. In the event the Board of Directors fails to so determine the time, date and place of meeting, the annual meeting of stockholders shall be held at the registered office of the corporation in Delaware on

If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day. At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and may transact such other corporate business as shall be stated in the notice of the meeting.

SECTION 2. OTHER MEETINGS. — Meetings of stockholders for any purpose other than the election of directors may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting.

SECTION 3. VOTING. — Each stockholder entitled to vote in accordance with the terms and provisions of the Certificate of Incorporation and these By-Laws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. Upon the demand of any stockholder, the vote for directors and upon any question before the meeting shall be by ballot. All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.

SECTION 4. STOCKHOLDER LIST. — The officer who has charge of the stock ledger of the corporation shall at least 10 days before each meeting of stockholders prepare a complete alphabetical addressed list of the stockholders entitled to vote at the ensuing election, with the number of shares held by each. Said list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall be available for inspection at the meeting.

SECTION 5. QUORUM. — Except as otherwise required bylaw, by the Certificate of Incorporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding a majority of the stock of the corporation entitled to vote shall constitute a quorum at all meetings of the stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

SECTION 6. SPECIAL MEETINGS.—Special meetings of the stockholders, for any purpose, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the directors or stockholders entitled to vote. Such request shall state the purpose of the proposed meeting.

SECTION 7. NOTICE OF MEETINGS.—Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat at his address as it appears on the records of the corporation, not less than ten nor more than fifty days before the date of the meeting.

SECTION 8. BUSINESS TRANSACTED—No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

SECTION 9. ACTION WITHOUT MEETING.—Except as otherwise provided by the Certificate of Incorporation, whenever the vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the statutes or the Certificate of Incorporation or of these By-Laws, the meeting and vote of stockholders may be dispensed with, if all the stockholders who would have been entitled by vote upon the action if such meeting were held, shall consent in writing to such corporate action being taken.

ARTICLE III—DIRECTORS

SECTION 1. NUMBER AND TERM. — The authorized number of directors shall be determined from time to time by resolution of the Board of Directors, provided that the Board of Directors shall consist of at least one member. The directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve until his successor shall be elected and shall qualify.

SECTION 2. RESIGNATIONS. — Any director, member of a committee or other officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3 VACANCIES. — If the office of any director, member of a committee or other officer becomes vacant, the remaining directors in office, though less than a quorum by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his successor shall be duly chosen.

SECTION 4. REMOVAL. — Any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote, at a special meeting of the stockholders called for the purpose and the vacancies thus created may be filled, at the meeting held for the purpose of removal, by the affirmative vote of a majority in interest of the stockholders entitled to vote.

SECTION 5. INCREASE OF NUMBER. — The number of directors may be increased by amendment of these By-Laws by the affirmative vote of a majority of the directors, though less than a quorum, or, by the affirmative vote of a majority in interest of the stockholders, at the annual meeting or at a special meeting called for that purpose, and by like vote the additional directors may be chosen at such meeting to hold office until the next annual election and until their successors are elected and qualify.

SECTION 6. COMPENSATION.—Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the board a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

SECTION 7. ACTION WITHOUT MEETING.—Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken with out a meeting, if prior to such action a written consent thereto is signed by all

members of the board, or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

ARTICLE IV—OFFICERS

SECTION 1. OFFICERS. — The officers of the corporation shall consist of a President, a Treasurer, and a Secretary, and shall be elected by the Board of Directors and shall hold office until their successors are elected and qualified. In addition, the Board of Directors may elect a Chairman, one or more Vice-Presidents and such Assistant Secretaries and Assistant Treasurers as it may deem proper. None of the officers of the corporation need be directors. The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. More than two offices may be held by the same person.

SECTION 2. OTHER OFFICERS AND AGENTS. — The Board of Directors may appoint such officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such power and perform such duties as shall be determined from time to time by the Board of Directors.

SECTION 3. CHAIRMAN. — The Chairman of the Board of Directors if one be elected, shall preside at all meetings of the Board of Directors and he shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION 4. PRESIDENT. — The President shall be the chief executive officer of the corporation and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation. He shall preside at all meetings of the stockholders if present thereat, and in the absence or non-election of the Chairman of the Board of Directors, at all meetings of the Board of Directors, and shall have general supervision, direction and control of the business of the corporation Except as the Board of Directors shall authorize the execution thereof in some other manner, he shall execute bonds, mortgages, and other contracts in behalf of the corporation, and shall cause the seal to be affixed to any instrument requiring it and when so affixed the seal shall be attested by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 5. VICE-PRESIDENT.—Each Vice-President shall have such powers and shall perform such duties as shall be assigned to him by the directors.

SECTION 6. TREASURER—The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation. He shall deposit all moneys and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, or the President, taking proper vouchers for such disbursements. He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer

and of the financial condition of the corporation. If required by the Board of Directors, he shall give the corporation a bond for the faithful discharge of his duties in such amount and with such surety as the board shall prescribe.

SECTION 7. SECRETARY. — The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these By-Laws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the directors, or stockholders, upon whose requisition the meeting is called as provided in these By-Laws. He shall record all the proceedings of the meetings of the corporation and of directors in a book to be kept for that purpose. He shall keep in safe custody the seal of the corporation, and when authorized by the Board of Directors, affix the same to any instrument requiring it, and when so affixed, it shall be attested by his signature or by the signature of any assistant secretary.

SECTION 8. ASSISTANT TREASURERS & ASSISTANT SECRETARIES Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the directors.

ARTICLE V

SECTION 1. CERTIFICATES OF STOCK.—Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary of the corporation, certifying the number of shares owned by him in the corporation. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class of series of stock, provided that, except as other wise provided in section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Where a certificate is countersigned (1) by a transfer agent other than the corporation or its employee, or (2) by a registrar other than the corporation or its employee, the signatures of such officers may be facsimiles.

SECTION 2. LOST CERTIFICATES—New certificates of stock may be issued in the place of any certificate therefore issued by the corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or

destroyed certificate or his legal representatives, to give the corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the corporation against it on account of the alleged loss of any such new certificate.

SECTION 3. TRANSFER OF SHARES. — The shares of stock of the corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other persons as the directors may designate, by who they shall be cancelled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

SECTION 4. STOCKHOLDERS RECORD DATE. — In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the day of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 5. DIVIDENDS. — Subject to the provisions of the Certificate of Incorporation the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when they deem expedient. Before declaring any dividends there may be set apart out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time in their discretion deem proper working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the corporation.

SECTION 6. SEAL.—The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its creation and the words “CORPORATE SEAL DELAWARE.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

SECTION 7. FISCAL YEAR. — The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

SECTION 8. CHECKS — All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by the officer or officers, agent or agents of the corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

SECTION 9. NOTICE AND WAIVER OF NOTICE — Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless expressly stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his address as it appears on the records of the corporation, and such notice shall be deemed to have been given on the day of such mailing. Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by statute.

Whenever any notice whatever is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the corporation or these By-Laws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed proper notice.

ARTICLE VI—CLOSE CORPORATIONS MANAGEMENT BY SHAREHOLDERS

If the certificate of incorporation of the corporation states that the business and affairs of the corporation shall be managed by the shareholders of the corporation rather than by a board of directors, then, whenever the context so requires the shareholders of the corporation shall be deemed the directors of the corporation for purposes of applying any provision of these by-laws.

ARTICLE VII—AMENDMENTS

These By-Laws maybe altered and repealed and By-Laws maybe made at any annual meeting of the stockholders or at any special meeting thereof if notice thereof is contained in the notice of such special meeting by the affirmative vote of a majority of the stock issued and outstanding or entitled to vote thereat, or by the regular meeting of the Board of Directors, at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors, if notice thereof is contained in the notice of such special meeting.

EX-3.67

Exhibit 3.67

ARTICLE OF INCORPORATION OF YAMPA MINING CO. –––oo0oo––

FIRST: The name of the corporation is YAMPA MINING CO.

SECOND: The principal office in the State of Nevada is located at One East First Street, in the city of Reno, County of Washoe. The name and address of its resident agent is The Corporation Trust Company of Nevada, One East First Street, Reno, Nevada 89501.

THIRD: The nature of the business, or the objects or purposes proposed to be transacted, promoted or carried on by the corporation shall be to engage in any lawful activity specifically including, but not limited to, the following:

(a) To mine coal and other minerals or mineral products, and to acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands or mineral estates; to prospect for coal, and generally to buy, sell, handle, and deal in the market coal of all kinds; to purchase, acquire, construct, manufacture and contract all kinds of machinery, buildings, cars, railways and appliances for mining and marketing coal.

(b) To build and construct all types and kinds of buildings, improvements, plants, houses, works and construction projects of whatsoever kind and nature; to perform engineering and architectural works, including the preparation of plans and specifications, and inspect work acting as consulting and superintending

engineers and architects; to supervise construction acting as construction manager.

(c) To acquire, by purchase, lease, exchange or otherwise hold, use, develop, mortgage or otherwise encumber, lease, sell, exchange or otherwise dispose of, real and personal property of every kind and character or any right or interest therein.

(d) To enter into, make, perform and carry out contracts of every sort and kind which may be necessary or convenient for the business of this corporation with any person, firm, corporation, private, public or municipal, body politic, any state, territory, or municipality of the United States or any foreign government, colony or body politic.

(e) To promote, aid and assist, financially or otherwise, corporations, copartnerships, joint ventures, joint stock companies, syndicates, trustees, associations and individuals to the extent legally permissible to a corporation organized under the laws of the State of Nevada, and to a like extent to endorse or underwrite the shares, bonds, debentures, notes, securities or other obligations or undertakings of any corporation, copartnership, joint venture, joint stock company, association, syndicate, trustee or individual, and to quarantee or become surety for the payment of any dividends on shares, or the principal or interest upon bonds, notes, debentures or other obligations of, or the performance of any contract by, any corporation, copartnership, joint venture, joint stock company, association, syndicate, trustee or individual.

(f) To acquire by purchase, subscription or otherwise

–2–

hold, mortgage, pledge, sell, assign, transfer, exchange or otherwise dispose of shares of the stock of, or voting trust certificates for shares of the stock of, or any bonds or other securities, evidences of indebtedness or obligations created by, any other corporation or corporations organized under the laws of the State of Nevada or of any other state, or of any country, nation or government, and to pay therefore, in whole or in part, with cash or other property, or with shares, bonds or other obligations of this corporation, and, while the owner or holder of any such shares, or voting trust certificates for shares, bonds or other securities or evidences of indebtedness, or obligations of any such other corporation or corporations to possess and exercise in respect thereof all the powers, rights and privileges of ownership, including the right to vote thereon and to consent in respect thereof for any and all purposes.

(g) To acquire the whole, or any part of, or any interest in the good will rights, assets and business of any person, firm, association or corporation heretofore or hereafter engaged in a business or enterprise in which this corporation may lawfully engage, and to hold, utilize, and in any manner dispose of the whole or any part of the rights and business so acquired, and to conduct in any lawful manner the whole or any part of the business thus acquired.

(h) To become a member of any partnership or joint venture and to enter into any lawful arrangements for sharing profits and/or losses, union of interest, reciprocal concessions or cooperation with any corporation, association, partnership, joint venture, syndicate, person, governmental, municipal or public authority,

–3–

domestic or foreign, in the carrying on of any business which this corporation is authorized to carry on, or any business or transaction deemed necessary, convenient or incidental to carrying out any of the purposes of this corporation.

(i) To borrow or raise moneys for any of the purposes of this corporation without limit as to amount and, from time to time, to issue bonds, debentures, notes or other obligations, secured or unsecured, of this corporation for moneys so borrowed, or in payment for property acquired, or for any of the other objects or purposes of this corporation or in connection with its business; to secure such bonds, debentures, notes or other obligations by mortgage or mortgages, or deed or deeds of trust, or pledge or other lien upon any or all of the property, rights, privileges or franchises of this corporation, wheresoever situated, acquired or to be acquired, and to pledge, sell or otherwise dispose of any or all of such bonds, debentures, notes and other obligations of this corporation for its corporate purposes.

(j) To adopt, apply, obtain, register, purchase, lease or otherwise acquire, and to maintain, protect, hold, use, own, exercise, develop, operate and introduce, and to sell, grant licenses or other rights in respect of, assign or otherwise dispose of or turn to account any trademarks, trade names, patents, patent rights, copyrights and distinctive marks and rights analogous thereto, and inventions, improvements, processes, formulae, and the like, including such thereof as may be covered by, used in connection with, or secured or received under, letters patent of the United States of America or elsewhere, which may be deemed

–4–

capable of use in connection with the business of this corporation, and to acquire, use, exercise or otherwise turn to account licenses in respect of any such trademarks, trade names, patents, patent rights, copyrights, inventions, improvements, processes, formulae, and the like.

(k) To purchase, hold, sell and transfer, shares of its own capital stock; provided it shall not use its funds for the purchase of its own shares of capital stock when such use would cause any impairment of its capital, except as permitted by law; and provided, further, that shares of its own capital stock belonging to it shall not be voted upon directly or indirectly.

(l) To do any and all things necessary or convenient for the accomplishment of the foregoing purposes; to carry on any lawful business whatsoever which the corporation may deem proper or convenient in connection with any of the foregoing purposes or otherwise, or which may be calculated, directly or indirectly, to promote the interests of the corporation or to enhance the value of its property; to have, enjoy and exercise all the rights, powers and privileges which are now or which may hereafter be conferred upon corporations organized under the same statutes as this corporation.

(m) To conduct its business in any or all of its branches in the State of Nevada and in any or all other states, territories, possessions, colonies, and dependencies of the United States of America, and in the District of Columbia, and in any or all foreign countries, and to have one or more offices within and outside the State of Nevada.

(n) The business or purpose of this corporation is,

–5–

from time to time and at any time, to do one or more of the acts and things herein set forth, and to have all the powers, rights and privileges now or hereafter conferred by the laws of the State of Nevada upon corporations organized under the laws of Nevada authorizing the formation of corporations; provided, however, that nothing herein contained shall be deemed to authorize this corporation to construct, hold, maintain or operate in Nevada urban railroads, or interurban or street railways or telephone lines, or to carry on within said state the business of a gas, electric, steam, heat or power company or to carry on within said state any other power utility business.

The objects specified herein shall, except as otherwise expressed, be in no way limited or restricted by reference to or inference from the terms of any other clause or paragraph of these articles. The objects, purposes and powers specified in each of the clauses or paragraphs in these articles of incorporation shall be regarded as independent objects, purposes or powers.

The foregoing shall be construed as objects and powers and the enumeration thereof shall not be held to limit or restrict in any manner the powers now or hereafter conferred on this corporation by the laws of the State of Nevada.

FOURTH: This corporation is authorized to issue only one class of shares of stock; the total number of such shares is Sixty Thousand (60,000); and all such shares of stock are to be One Hundred Dollars ($100.00) par value each.

At all elections of directors, each stockholder shall be entitled to as many votes as shall equal the number of his shares of stock.

–6–

FIFTH: The members of the governing board shall be known as “directors” and the number thereof shall not be less than three nor more than fifteen, the exact number to be fixed by the by-laws of the corporation, provided, that the number so fixed by the by-laws may be increased or decreased within the limit above specified from time to time by by-law.

The names and post office addresses of the first board of directors are as follows:

Name	Address
E. M. Armstrong	One Morrison-Knudsen Plaza Boise, Idaho
W. J. Deasy	One Morrison-Knudsen Plaza Boise, Idaho
D. L. Finger	One Morrison-Knudsen Plaza Boise, Idaho

SIXTH: The capital stock, after the amount of the subscription price, or par value, has been paid in, shall be subject to no further assessment to pay debts of the corporation.

SEVENTH: The names and post office addresses of each of the incorporators signing the articles of incorporation are as follows and they shall be three in number:

Name	Address
J. Dimitriadis	One East First Street Reno, Nevada
V. Miller	One East First Street Reno, Nevada
C. Vaughter	One East First Street Reno, Nevada

EIGHTH: This corporation is to have perpetual existence.

NINTH: In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

–7–

(a) Subject to the by-laws, if any, adopted by the stockholders, to make, alter, amend or repeal by-laws of the corporation.

(b) To fix the amount to be reserved as working capital over and above its capital stock paid in; to authorize and cause to be executed mortgages and liens upon the real and personal property of this corporation.

(c) To determine, from time to time, whether and to what extent, and at what times and places, and under what conditions and regulations, the accounts and books of this corporation (other than the stock ledger), or any of them, shall be open to inspection of stockholders, and no stockholder shall have any right of inspecting any account, book or document of this corporation except as conferred by statute, unless authorized by a resolution of the stockholders or directors.

(d) If the by-laws so provide, to designate two or more of its own number to constitute an executive committee, which committee shall for the time being, as provided in said resolution or in the by-laws of the corporation, have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, and may have power to authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in the by-laws of the corporation or as may be determined from time to time by resolution adopted by the board of directors.

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(e) Pursuant to the affirmative vote of the holders of at least a majority of the stock issued and outstanding, having voting power, given at a stockholders’ meeting duly called for that purpose, or when authorized by the written consent of the holders of at least a majority of the voting stock issued and outstanding, the board of directors shall have power and authority at any meeting to mortgage, sell, lease or exchange all of the property and assets of the corporation including its good will and its corporate franchises, upon such terms and conditions as its board of directors deem expedient and for the best interests of the corporation.

This corporation may in its by-laws, confer powers upon its directors in addition to the foregoing, and in addition to the powers and authorities expressly conferred upon them by the statute.

TENTH: Both stockholders and directors shall have power, if the by-laws so provide, to hold their meetings and to have one or more offices within or without the State of Nevada, and to keep the books of this corporation (subject to the provisions of the statutes), outside of the State of Nevada at such places as may be from time to time designated by the board of directors or in the by-laws of the corporation.

ELEVENTH: This corporation reserves the right to amend, alter, change or repeal any provision contained in these articles of incorporation, in the manner now or hereafter prescribed by statute, or by these articles of incorporation, and all rights conferred herein upon stockholders are granted subject to this reservation.

WE, THE UNDERSIGNED, being each of the original incorporators hereinbefore named, for the purpose of forming a

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corporation under the General Corporation Law of the State of Nevada, and the acts amendatory thereof and supplemental thereto, do make and file these articles of incorporation, hereby declaring and certifying that the facts herein stated are true.

IN WITNESS WHEREOF, we have hereunto accordingly set our hands and seals to these articles of incorporation this 21st day of December, 1977

INCORPORATORS
	(SEAL)
	(SEAL)
	(SEAL)

STATE OF NEVADA	)
	)	ss
COUNTY OF WASHOE	)

On this 21st day of December before me, a Notary Public, personally appeared , and who severally acknowledged that they executed the above instrument.

	Notary Public

–10–

	DEAN HELLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate.biz	Entity # C5636-1977 Document Number: 20050073159-52
Certificate of Amendment (PURSUANT TO NRS 78.385 and 78.390)		Date Filed: 3/21/2005 4:12:38 PM In the office of Dean Heller Secretary of State

Important: Read attached instructions before completing form. ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1. Name of corporation:	Yampa Mining Co.
2. The articles have been amended as follows (provide article numbers, if available):
FIRST: The name of the corporation is WGI Global Inc.
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: unanimous                                    .*

4. Effective date of filing (optional):
	(must not be later than 90 days after the certificate is filed)

5. Officer Signature (required):
	Craig G. Taylor, Secretary

* if any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

SUBMIT IN DUPLICATE

This form must be accompanied by appropriate fees. See attached fee schedule.	Nevada Secretary of State [ILLEGIBLE]
	Revised no. [ILLEGIBLE]

DEAN HELLER Secretary of State	STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE	CHARLES E. MOORE Securities Administrator
RENEE L. PARKER Chief Deputy Secretary of State		SCOTT W. ANDERSON Deputy Secretary for Commercial Recordings
PAMELA RUCKEL Deputy Secretary for Southern Nevada		ELLICK HSU Deputy Secretary for Elections
	Certified Copy

March 22, 2005

Job Number:	C20050322-0311
Reference Number:	20050073159-52
Expedite:
Through Date:

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	Number of Pages
20050073159-52	Amendment	1 Pages/1 Copies
20050073159-52	Amendment	1 Pages/1 Copies
20050073159-52	Amendment	1 Pages/1 Copies

		Respectfully,
		DEAN HELLER Secretary of State
	By
		Certification Clerk

Commercial Recording Division

200 N. Carson Street

Carson City, Nevada 89701-4069

Telephone (775) 684-5708

Fax (775) 684-5630

	ROSS MILLER Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684 5708
	Website: www.nvsos.gov	Filed in the office of	Document Number
			20080825854-82
Statement of Change of			Filing Date and Time
Registered Agent		Ross Miller	12/22/2008 10:20 AM
by Represented Entity		Secretary of State	Entity Number
(PURSUANT TO NRS 77.340)		State of Nevada	C5636-1977

USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

1. Name of Entity as currently on file:

WGI Global Inc.

2. Entity File Number:  C5636-1977

3. Type of information being changed by this statement: (check only one)

x Change of Commercial Registered Agent

¨ Change of Name and Address of Noncommercial Registered Agent

¨ Change of Name, Title of Office or Other Position with Entity to whom service is to be sent and Address of the Business Office of that Person.

4. Information in effect upon the filing of this statement:

a) Commercial Registered Agent:    (change requires a signed registered agent acceptance)

The Corporation Trust Company of Nevada

Name

b) Noncommercial Registered Agent:    (change requires a signed registered agent acceptance)

Name

		Nevada
Street Address	City		Zip Code

		Nevada
Mailing Address (If different from street address)	City		Zip Code

c) Title of Office or Other Position with Entity:

Name of Title or Position

		Nevada
Street Address	City		Zip Code
		Nevada
Mailing Address (If different from street address)	City		Zip Code

		X
5.	Signature of Represented Entity:		12/09/2008
		Authorized Signature Jennifer Shanders-Vice President	Date
6.	I hereby accept appointment as Registered Agent for the above named Entity.

X	Megan G. Ware Assistant Secretary
		12/09/2008
Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity		Date
Megan Ware Assistant Secretary
FEE: $60.00

	Nevada Secretary of State Form RA Change by Entity
This form must be accompanied by appropriate fees.	Effective 7-1-08

NV017 - 07/02/2008 C T System Online

EX-3.68

Exhibit 3.68

WGI Global, Inc.

BYLAWS

OF

YAMPA MINING CO.

(Restated to include all amendments as of June 30, 1997)

OFFICES

1. The Principal office shall be in the City of Reno, County of Washoe, State of Nevada. The corporation may also have offices in the city of Boise, Idaho, and also offices at such other places as the Board of Directors may from time to time appoint or the business of the corporation may require.

SEAL

2. The corporate seal shall have inscribed thereon the name of the corporation and the words, “Corporate Seal, Nevada.”

STOCKHOLDERS’ MEETINGS

3. All annual meetings of the stockholders shall be held at the office of the corporation in Boise, Idaho. Special meetings of the stockholders may be held at such place as shall be stated in the notice of the meeting.

4. An annual meeting of stockholders shall be held on the third Tuesday of April in each year if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 o’clock in the morning, when they shall elect by plurality vote, a board of directors, and transact such other business as may properly be brought before the meeting.

5. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by law, by the Articles of Incorporation, or by these Bylaws. If, however, such majority shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat,

BYLAWS - Page 1

present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum be present. At such adjourned meeting at which a quorum shall be represented, any business may be transacted which might have been transacted at the meeting as originally notified.

6. At each meeting of the stockholders, every stockholder having the right to vote shall be entitled to vote in person, or by proxy appointed by an instrument in writing subscribed by such stockholder and having a date not more than three years prior to said meeting, unless said instrument provides for a longer period. Proxies shall be filed with the secretary immediately after the meeting is called to order. Each stockholder shall have one vote for each share of stock having voting power, registered in his name on the books of the corporation on the date of closing the books of the corporation against transfers of stock or on the record date fixed for the determination of stockholders entitled to vote at such meeting of, if the books be not closed or a record date fixed, then on the date of such meeting. Upon the demand of any stockholder, the vote upon any question before the meeting shall be by ballot. All questions shall be decided by a plurality vote.

At all elections of the directors, each shareholder at the time entitled to vote, shall be entitled to as many votes as shall equal the number of his voting shares of stock, multiplied by the number of directors to be elected and he may cast all of such votes for a single director or may distribute them among the number to be voted for, or any two or more of them, as he may see fit.

7. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the president or any vice president, and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

8. Business transacted at all special meetings shall be confined to the objects stated in the call.

9. Written notice of the annual meeting and of all special meetings of the stockholders, signed by the president or a vice president, or the secretary or an assistant secretary, stating the purpose or the purposes for which the meeting is called and the time when and the place where it is

BYLAWS - Page 2

to be held shall be mailed to each stockholder entitled to vote thereat at his address as appears on the records of the corporation not less than ten nor more than sixty days prior to the meeting.

10. Whenever all stockholders entitled to vote at any meeting consent, either by a writing on the records of the meeting or filed with the secretary, or by presence at such meeting and oral consent entered on the minutes, or by taking part in the deliberations at such meeting without objection, the doings of such meeting shall be as valid as if had at a meeting regularly called and noticed, and at such meeting any business may be transacted which is not excepted from the written consent or to the consideration of which no objection for want of notice is made at the time, and if any meeting be irregular for want of notice or of such consent, provided a quorum was present at such meeting, the proceedings of said meeting may be ratified and approved and rendered likewise valid and the irregularity or defect therein waived by a writing signed by all parties having the right to vote at such meeting. Such consent or approval of stockholders may be by proxy or attorney, but all such proxies and powers of attorney must be in writing.

DIRECTORS

11. The property and business of this corporation shall be managed by its board of directors. the number of directors may from time to time be increased to not more than fifteen (15) or decreased to not less than three (3), by a resolution of a majority of the board of directors, or by the affirmative vote of a majority of the stock issued and outstanding and entitled to vote at any regular meeting of the stockholders or at any special meeting of the stockholders, upon due notice. They shall be elected at the annual meeting of the stockholders, and each director shall be elected to serve until his successor shall be elected and shall qualify.

12. The directors may hold their meetings and have one or more offices, and keep the books of the corporation, except the original or duplicate stock ledger, outside of Nevada, in the City of Boise, State of Idaho, or at such other places as they may from time to time determine.

13. If the office of any director or directors becomes vacant by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, a majority of the remaining directors, though less than a quorum, shall choose a successor or successors who shall hold office until the next annual election and until a successor or successors have been duly elected.

BYLAWS - Page 3

14. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the board may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

EXECUTIVE COMMITTEE AND OTHER COMMITTEES

15. The board of directors may, by resolution or resolutions passed by a majority of the whole board, designate two or more committees, each committee to consist of two or more of the directors of the corporation which, to the extent provided in said resolution or resolutions, shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, and may have power to authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

16. The committees shall keep regular minutes of their proceedings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

17. Directors, as such, shall not receive any stated salary for their services, but may receive compensation in the form of participation in the employee benefit plans offered to regular, salaried employees of the corporation’s parent; and by resolution of the board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the board; provided that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

18. Members of special or standing committees may be allowed like compensation for attending committee meetings.

MEETINGS OF THE BOARD

19. Intentionally left blank.

BYLAWS - Page 4

20. Regular meetings of the board of directors, until further notice, may be held without notice at 10:30 o’clock in the morning at One Morrison-Knudsen Plaza, Boise, Idaho, or at such other place as the board may from time to time determine.

21. Special meetings of the board of directors for any purpose or purposes may be called at any time by the board of directors or by the president or any vice president.

22. At all meetings of the board, two of the authorized number of directors shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors except as may be otherwise specifically provided by statute or by the Articles of Incorporation or by these Bylaws. A resolution in writing, signed by all the members of the board of directors, or executive committee, as the case may be, to the effect therein expressed, with the same force and effect as if the same had been duly passed by the same vote at a duly convened meetings and the secretary shall record such resolution in the minute books under its proper date.

OFFICERS

23. The officers of the corporation shall be chosen by the directors and shall be a president, vice president, secretary and treasurer. Any two of the offices, except the office of president and vice president, may beheld by the same person.

24. The board of directors, at its first meeting after each annual meeting of stockholders, shall choose a president, a vice president, a secretary and a treasurer who need not be members of the board.

25. The board may appoint additional vice presidents, and assistant secretaries and assistant treasurers and such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

26. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

27. The officers of the corporation shall hold office for one year and until their successors are chosen and qualify in their stead. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the whole board of directors. If the

BYLAWS - Page 5

office of any officer becomes vacant for any reason, the vacancy shall be filled by the board of directors.

THE PRESIDENT

28. (a) The ;president shall be the chief executive officer of the corporation; he shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the board are carried into effect.

(b) He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation.

(c) He shall be EX OFFICIO a member of all standing committees, and shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation.

THE VICE PRESIDENT

29. In the absence or disability of the president, the vice president or the vice presidents in order of their rank fixed by the board of directors, in the event there shall be more than one vice president, or, if not ranked, the vice president designated by the board of directors shall perform all the duties of the president, and when so acting, shall have all the powers of and be subject to the restrictions upon the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the board of directors or the Bylaws.

THE SECRETARY

30. The secretary shall attend all sessions of the board and all meetings of the stockholders and record all votes and the minutes of all proceeding sin a book to be kept for that purpose; and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall keep in safe custody the seal of the corporation, and when authorized by the board of directors, affix the same to any instrument requiring a seal, and when so

BYLAWS - Page 6

affixed, it shall be attested by his signature or by the signature of the treasurer or an assistant secretary.

THE TREASURER

31. (a) The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the corporation, in such depositories as may be designated by the board of directors.

(b) He shall disburse the funds of the corporation as may be ordered by the board, taking proper vouchers for such disbursements, and shall render to the president and directors, at the regular meetings of the board, or whenever they may require it, an account of all his transactions as treasurer and of the financial condition of the corporation.

(c) If required by the board of directors, he shall give the corporation a bond in such sum, and with such surety or sureties satisfactory to the board, for the faithful performance of the duties of his office, and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money or other property of whatever kind in his possession or under his control belonging to the corporation.

CERTIFICATES OF STOCK

32. Certificates of stock of the corporation shall be in such form not inconsistent with the Articles of Incorporation as shall be approved by the board of directors, shall be issued under the seal of the corporation and shall be numbered and shall be entered in the books of the corporation as they are issued. They shall exhibit the holder’s name and the number of shares owned by him and shall be signed by the president or vice president and the secretary or an assistant secretary or the treasurer or an assistant treasurer. If the corporation has a transfer agent or transfer clerk and a registrar, acting on its behalf, the signature of any such officer mazy be facsimile. Such certificates shall set forth the designations, preferences and relative, participating, optional or other special rights of the various classes of stock or series thereof and the qualifications, limitations or restrictions of such rights. The stock certificate for preferred stock shall express on its face the time and place when and

BYLAWS - Page 7

where preferred stock will be redeemed and dividends thereon paid, the fact that the holders of preferred stock will not be entitled to vote at shareholders’ meetings.

33. Transfers of stock shall be made on the books of the corporation only upon surrender of the certificate therefor endorsed by the person named in the certificate or by attorney lawfully constituted in writing.

CLOSING OF TRANSFER BOOKS

34. The directors may prescribe a period not exceeding forty days prior to any meeting of the stockholders or prior to the day appointed for the payment of dividends during which no transfer of stock on the books of the corporation may be made, or may fix a day not more than forty days prior to the holding of any such meeting or the date for the payment of any such dividend as the day as of which stockholders entitled to notice of and to vote at such meeting and entitled to receive payment of such dividend shall be determined; and only stockholders of record on such day shall be entitled to notice or to vote at such meeting or to receive payment of such dividend.

REGISTERED STOCKHOLDERS

35. The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of Nevada.

LOST CERTIFICATES

36. The board of directors may direct a new certificate or certificates of stock to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been destroyed or lost, upon the mailing of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed, and the board of directors, when authorizing such issue of a new certificate or certificates, may, in their discretion, and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation

BYLAWS - Page 8

a bond in such sum as it may direct, as indemnity against any claim that may be made against the corporation.

INSPECTION OF BOOKS

37. The directors shall determine from time to time whether, and if allowed, when and under what conditions and regulations the accounts and books of the corporation (except such as may by statute be specifically open to inspection) or any of them shall be open to the inspection of the stockholders, and the stockholders’ rights in this respect are and shall be restricted and limited accordingly.

CHECKS

38. All checks or demands for money and notes of the corporation shall be signed by such officer or officers as the board of directors may from time to time designate.

FISCAL YEAR

39. The fiscal year shall begin the first day of January in each year.

DIVIDENDS

40. Dividends upon the capital stock of the corporation may be declared by the board of directors at any regular or special meeting, from the net earnings of the corporation or from the surplus of its assets over its liabilities.

Before payment of any dividend or making any distribution of profits, there may be set aside out of the surplus or net profits of the corporation such sum or sums as the directors from time to time, in their absolute discretion think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interests of the corporation, and the directors may abolish any such reserve in the manner in which it was created.

BYLAWS - Page 9

NOTICES

41. Whenever under the provisions of these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, by depositing the same in the post office or letterbox, in a postpaid sealed wrapper, addressed to such stockholder or director at such address as appears on the books of the corporation, or, in default of other address, to such director or stockholder at the General Post Office in the City of Reno, Nevada, and such notice shall be deemed to be given at the time when the same shall be thus mailed. Meetings of the stockholders may be held at any time without notice when all of the members are present.

42. Any stockholder or director may waive any notice required to be given under these Bylaws by a writing signed by him either before or after the meeting. Directors present at any meeting of the board shall be deemed to have waived notice of the time, place and objects of such meeting.

AMENDMENTS

43. These Bylaws may be altered or amended by the affirmative vote of a majority of the stock issued and outstanding and entitled to vote thereat at any regular meeting of the stockholders or at any special meeting of the stockholders if notice of the proposed alteration or amendment be contained in the notice of such special meeting, or by the affirmative vote of a majority of the board of directors at any regular meeting of the board or at any special meeting of the board if notice of the proposed alteration or amendment be contained in the notice of such special meeting.

BYLAWS - Page 10

EX-3.69

Exhibit 3.69

Delaware	PAGE 1
The First State

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “BEAR MERGER SUB, INC.” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF INCORPORATION, FILED THE TWENTY-SECOND DAY OF MAY, A.D. 2007, AT 2:18 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “BEAR MERGER SUB, INC.”.

		Harriet Smith Windsor, Secretary of State
4356762 8100H		AUTHENTICATION: 6106904
071156948		DATE: 10-25-07

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:19 PM 05/22/2007

FILED 02:18 PM 05/22/2007

SRV 070600357 – 4356762 FILE

CERTIFICATE OF INCORPORATION

OF

BEAR MERGER SUB, INC.

ARTICLE I

The name of the corporation is Bear Merger Sub, Inc.

ARTICLE II

The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

ARTICLE III

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE IV

The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000), all of which shall be Common Stock, and the par value of each share shall be one cent ($.01).

ARTICLE V

The name and mailing address of the incorporator is:

Victoria C. Phelps

Latham & Watkins LLP

633 West Fifth Street

Suite 4000

Los Angeles, California 90071

ARTICLE VI

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend or repeal the bylaws of the corporation.

ARTICLE VII

Election of directors need not be by written ballot unless the bylaws of the corporation shall so provide.

ARTICLE VIII

No director of the corporation shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) under Section 174 of the General Corporation Law of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit.

I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, herein declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 22nd day of May, 2007.

Victoria C. Phelps,

Incorporator

Delaware	PAGE 1
The First State

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES:

“ELK MERGER CORPORATION”, A DELAWARE CORPORATION,

WITH AND INTO “WASHINGTON GROUP INTERNATIONAL, INC.” UNDER THE NAME OF “WASHINGTON GROUP INTERNATIONAL, INC.” , A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE FIFTEENTH DAY OF NOVEMBER, A.D. 2007, AT 4:27 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE FIFTEENTH DAY OF NOVEMBER, A.D. 2007, AT 5 O’CLOCK P.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		Harriet Smith Windsor, Secretary of State
2334300 8100M		AUTHENTICATION: 6164956
071229150		DATE: 11-15-07

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:46 PM 11/15/2007

FILED 04:27 PM 11/15/2007

SRV 071229150 – 2334300 FILE

CERTIFICATE OF MERGER

of

ELK MERGER CORPORATION, a Delaware corporation

with and into

WASHINGTON GROUP INTERNATIONAL, INC., a Delaware corporation

The undersigned corporation, organized and existing under and by virtue of the General Corporation Law of the State of Delaware (“DGCL”), DOES HEREBY CERTIFY THAT:

1. The names and states of incorporation of the constituent corporations participating in the merger are:

Name		State of Incorporation
(i)	Elk Merger Corporation, a wholly owned subsidiary of URS Corporation (“Merger Sub”)	Delaware
(ii)	Washington Group International, Inc. (the “Company”)	Delaware

2. An Agreement and Plan of Merger, dated as of May 27, 2007 and amended as of November 4, 2007 (the “Merger Agreement”), by and among URS Corporation (“Parent”), Merger Sub, Bear Merger Sub (“Second Merger Sub”), and the Company, whereby Merger Sub will merge with and into the Company (the “Merger”) pursuant to Section 251 of the DGCL, so that the separate corporate existence of Merger Sub will cease as soon as the Merger becomes effective, and the Company thereafter shall continue as the surviving corporation (the “Surviving Corporation”) and wholly owned subsidiary of Parent, governed by the laws of the State of Delaware, and existing under the corporate name that it possesses immediately prior to the Effective Time (as defined below), has been approved, adopted, executed and acknowledged by Parent, Merger Sub, Second Merger Sub and the Company, in accordance with Section 251 of the DGCL.

3. The name of the Surviving Corporation is Washington Group International, Inc.

4. The amended and restated certificate of incorporation of the Surviving Corporation shall be further amended and restated as of the Effective Time (as defined below) to read as set forth in the Restated Certificate of Incorporation attached hereto as Exhibit A.

5. The executed Merger Agreement is on file at the principal place of business of the Surviving Corporation at the following address:

720 Park Boulevard, P.O. Box 73

Boise, Idaho 83729

6. A copy of the Merger Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of Parent, Merger Sub, Second Merger Sub or the Company.

7. The Merger shall become effective at 5:00 p.m., eastern time, on November 15, 2007 (the “Effective Time”).

[Signature Page Follows]

IN WITNESS WHEREOF, this Certificate of Merger has been executed on November 15, 2007

WASHINGTON GROUP INTERNATIONAL, INC.
By:
	Name:	Stephen G. Hanks
	Its:	President & Chief Executive Officer

EXHIBIT A

RESTATED CERTIFICATE OF INCORPORATION

OF

WASHINGTON GROUP INTERNATIONAL, INC.

ARTICLE I

The name of the corporation is “Washington Group International, Inc.”

ARTICLE II

The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

ARTICLE III

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE IV

The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000), all of which shall be Common Stock, and the par value of each share shall be one cent ($.01).

ARTICLE V

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend or repeal the bylaws of the corporation.

ARTICLE VII

Election of directors need not be by written ballot unless the bylaws of the corporation shall so provide.

ARTICLE VIII

No director of the corporation shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or

omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) under Section 174 of the General Corporation Law of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit.

Delaware	PAGE 1
The First State

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES:

“WASHINGTON GROUP INTERNATIONAL, INC.”, A DELAWARE CORPORATION,

WITH AND INTO “BEAR MERGER SUB, INC.” UNDER THE NAME OF “BEAR MERGER SUB, INC.”, A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE FIFTEENTH DAY OF NOVEMBER, A.D. 2007, AT 4:46 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE FIFTEENTH DAY OF NOVEMBER, A.D. 2007, AT 5:01 O’CLOCK P.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		Harriet Smith Windsor, Secretary of State
4356762 8100M		AUTHENTICATION: 6165025
071229174		DATE: 11-15-07

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:46 PM 11/15/2007

FILED 04:46 PM 11/15/2007

SRV 071229174 – 4356762 FILE

CERTIFICATE OF MERGER

of

WASHINGTON GROUP INTERNATIONAL, INC., a Delaware corporation

with and into

BEAR MERGER SUB, INC., a Delaware corporation

The undersigned corporation, organized and existing under and by virtue of the General Corporation Law of the State of Delaware (“DGCL”), DOES HEREBY CERTIFY THAT:

1. The names and states of incorporation of the constituent corporations participating in the merger are:

Name		State of Incorporation
(i)	Bear Merger Sub, Inc., a wholly owned subsidiary of URS Corporation (“Second Merger Sub”)	Delaware
(ii)	Washington Group International, Inc. (the “Company”)	Delaware

2. An Agreement and Plan of Merger, dated as of May 27, 2007 and amended as of November 4, 2007 (the “Merger Agreement”), by and among URS Corporation (“Parent”), Elk Merger Corporation (“Merger Sub”), Second Merger Sub, and the Company, whereby immediately following the merger of Merger Sub with and into the Company as contemplated in the Merger Agreement, Parent will cause the Company to merge with and into Second Merger Sub (the ‘‘Merger”) pursuant to Section 251 of the DGCL, so that the separate corporate existence of the Company will cease as soon as the Merger becomes effective, and Second Merger Sub thereafter shall continue as the surviving corporation (the “Surviving Corporation”), governed by the laws of the State of Delaware, and existing under the corporate name that it possesses immediately prior to the Effective Time (as defined below), has been approved, adopted, executed and acknowledged by Parent, Merger Sub, Second Merger Sub and the Company, in accordance with Section 251 of the DGCL.

3. The name of the Surviving Corporation is Bear Merger Sub, Inc.

4. The certificate of incorporation of Second Merger Sub in effect immediately prior to the Effective Time (as defined below) shall be the certificate of incorporation of the Surviving Corporation.

5. The executed Merger Agreement is on file at the principal place of business of the Surviving Corporation at the following address:

600 Montgomery Street, 26^th Floor

San Francisco, California 94111-2728

6. A copy of the Merger Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of Parent, Merger Sub, Second Merger Sub or the Company.

7. The Merger shall become effective at 5:01 p.m., eastern time, on November 15, 2007 (the “Effective Time”).

[Signature Page Follows]

IN WITNESS WHEREOF, this Certificate of Merger has been executed on November 15, 2007.

BEAR MERGER SUB, INC.
By:
	Name:	H. Thomas Hicks
	Its:	President

Delaware	PAGE 1
The First State

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “BEAR MERGER SUB, INC.”, CHANGING ITS NAME FROM “BEAR MERGER SUB, INC.” TO “WASHINGTON HOLDINGS, INC.”, FILED IN THIS OFFICE ON THE TWENTIETH DAY OF NOVEMBER, A.D. 2007, AT 6:05 O’CLOCK P.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		Harriet Smith Windsor, Secretary of State AUTHENTICATION: 6178593
4356762    8100
071244979		DATE: 11-21-07
You may verify this certificate online at corp.delaware.gov/authver.shtml

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

BEAR MERGER SUB, INC.

* * * * *

Bear Merger Sub, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of Bear Merger Sub, Inc. be amended by changing Article I thereof so that, as amended, said Article shall be and read as follows:

“The name of the corporation is Washington Holdings, Inc.”

SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said Bear Merger Sub, Inc. has caused this certificate to be signed by Charles Szurgot, its Secretary, this 19^th day of November, 2007.

By	/s/ Charles Szurgot
	Charles Szurgot
	Secretary

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:09 PM 11/20/2007

FILED 06:05 PM 11/20/2007

SRV 071244979 – 4356762 FILE

State of Delaware

Secretary of State

Division of Corporations

Delivered 07:05 PM 03/18/2008

FILED 06:55 PM 03/18/2008

SRV 080331803 – 4356762 FILE

STATE OF DELAWARE

CERTIFICATE OF CHANGE

OF REGISTERED AGENT AND/OR

REGISTERED OFFICE

The Board of Directors of Washington Holdings, Inc., a Delaware Corporation, on this 14^th day of March, A.D. 2008, do hereby resolve and order that the location of the Registered Office of this Corporation within this State be, and the same hereby is Corporation Trust Center 1209 Orange Street, in the City of Wilmington, County of New Castle Zip Code 19801.

The name of the Registered Agent therein and in charge thereof upon whom process against this Corporation may be served, is THE CORPORATION TRUST COMPANY.

The Corporation does hereby certify that the foregoing is a true copy of a resolution adopted by the Board of Directors at a meeting held as herein stated.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by an authorized officer, the 14^th day of March, A.D., 2008.

By:
	Authorized Officer
Name:	Kristin L. Jones
	Print or Type
Title:	Secretary

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “WASHINGTON HOLDINGS, INC.”, CHANGING ITS NAME FROM “WASHINGTON HOLDINGS, INC.” TO “URS E&C HOLDINGS, INC.”, FILED IN THIS OFFICE ON THE SEVENTEENTH DAY OF FEBRUARY, A.D. 2010, AT 1:38 O’CLOCK P.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 7817494
4356762    8100
100155379		DATE: 02-17-10
You may verify this certificate online at corp.delaware.gov/authver.shtml

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:43 PM 02/17/2010

FILED 01:38 PM 02/17/2010

SRV 100155379 – 4356762 FILE

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

WASHINGTON HOLDINGS, INC

* * * * *

Washington Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by unanimous written consent of its members, filed with the minutes of the Board a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of Washington Holdings, Inc. be amended by changing Article I thereof so that, as amended, said Article shall read as follows:

“The name of the Corporation is URS E&C Holdings, Inc.”

SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provision of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 228 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, Washington Holdings, Inc. has caused this certificate to be signed by Randolph J. Hill, its Vice President, this 16^th day of February, 2010.

By:
	Randolph J. Hill
	Vice President

EX-3.70

Exhibit 3.70

BYLAWS

OF

URS E&C HOLDINGS, INC.

(formerly known as Washington Holdings, Inc.)

TABLE OF CONTENTS

		Page
ARTICLE I. OFFICES			1
Section 1.	REGISTERED OFFICES		1
Section 2.	OTHER OFFICES		1
ARTICLE II. MEETINGS OF STOCKHOLDERS			1
Section 1.	PLACE OF MEETINGS		1
Section 2.	ANNUAL MEETINGS OF STOCKHOLDERS		1
Section 3.	QUORUM; ADJOURNED MEETINGS AND NOTICE THEREOF		1
Section 4.	VOTING		2
Section 5.	PROXIES		2
Section 6.	SPECIAL MEETINGS		2
Section 7.	NOTICE OF STOCKHOLDERS’ MEETINGS		3
Section 8.	MAINTENANCE AND INSPECTION OF STOCKHOLDER LIST		3
Section 9.	STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING		3
ARTICLE III. DIRECTORS			4
Section 1.	THE NUMBER OF DIRECTORS		4
Section 2.	VACANCIES		4
Section 3.	POWERS		5
Section 4.	PLACE OF DIRECTORS’ MEETINGS		5
Section 5.	REGULAR MEETINGS		5
Section 6.	SPECIAL MEETINGS		5
Section 7.	QUORUM		5
Section 8.	ACTION WITHOUT MEETING		5
Section 9.	TELEPHONIC MEETINGS		6
Section 10.	COMMITTEES OF DIRECTORS		6
Section 11.	MINUTES OF COMMITTEE MEETINGS		6
Section 12.	COMPENSATION OF DIRECTORS		6
ARTICLE IV. OFFICERS			6
Section 1.	OFFICERS		6
Section 2.	ELECTION OF OFFICERS		7
Section 3.	SUBORDINATE OFFICERS		7
Section 4.	COMPENSATION OF OFFICERS		7
Section 5.	TERM OF OFFICE; REMOVAL AND VACANCIES		7
Section 6.	CHAIRMAN OF THE BOARD		7
Section 7.	PRESIDENT		7

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Section 8.	VICE PRESIDENTS	8
Section 9.	SECRETARY	8
Section 10.	ASSISTANT SECRETARY	8
Section 11.	TREASURER	8
Section 12.	ASSISTANT TREASURER	9
ARTICLE V. INDEMNIFICATION OF DIRECTORS AND OFFICERS		9
ARTICLE VI. INDEMNIFICATION OF EMPLOYEES AND AGENTS		11
ARTICLE VII. CERTIFICATES OF STOCK		12
Section 1.	CERTIFICATES	12
Section 2.	SIGNATURES ON CERTIFICATES	12
Section 3.	STATEMENT OF STOCK RIGHTS, PREFERENCES, PRIVILEGES	12
Section 4.	LOST CERTIFICATES	12
Section 5.	TRANSFERS OF STOCK	12
Section 6.	FIXED RECORD DATE	13
Section 7.	REGISTERED STOCKHOLDERS	13
ARTICLE VIII. GENERAL PROVISIONS		14
Section 1.	DIVIDENDS	14
Section 2.	PAYMENT OF DIVIDENDS; DIRECTORS’ DUTIES	14
Section 3.	CHECKS	14
Section 4.	FISCAL YEAR	14
Section 5.	CORPORATE SEAL	14
Section 6.	MANNER OF GIVING NOTICE	14
Section 7.	WAIVER OF NOTICE	15
Section 8.	ANNUAL STATEMENT	15
ARTICLE IX. AMENDMENTS		15
Section 1.	AMENDMENT BY DIRECTORS OR STOCKHOLDERS	15

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BYLAWS

OF

URS E&C HOLDINGS, INC.

(formerly: Washington Holdings, Inc.)

ARTICLE I.

OFFICES

Section 1. REGISTERED OFFICES. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. OTHER OFFICES. The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II.

MEETINGS OF STOCKHOLDERS

Section 1. PLACE OF MEETINGS. Meetings of stockholders shall be held at any place within or outside the State of Delaware designated by the Board of Directors. The Board of Directors may also determine that a meeting may be held by means of remote communication whereby stockholders and not physically present at a meeting of stockholders may, by means of remote communication, participate in a meeting of stockholders and may be deemed present in person and vote at a meeting of stockholders whether such meeting is to be at a designated place or solely by means of remote communication. In determining that a meeting may be held by means of remote communication, the Board of Directors shall also (i) implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder, (ii) implement reasonable measures to provide such stockholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) provide that a record of any vote or action taken by any stockholder or at the meeting by means of remote communication. In the absence of any designation, stockholders’ meetings shall be held at the principal executive office of the corporation.

Section 2. ANNUAL MEETINGS OF STOCKHOLDERS. The annual meeting of stockholders shall be held each year on a date and a time designated by the Board of Directors. At each annual meeting directors shall be elected and any other proper business may be transacted.

Section 3. QUORUM; ADJOURNED MEETINGS AND NOTICE THEREOF. A majority of the stock issued and outstanding and entitled to vote at any meeting of

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stockholders, the holders of which are present in person or represented by proxy, shall constitute a quorum for the transaction of business except as otherwise provided by the Delaware General Corporation Law (the “Delaware Law”), by the Certificate of Incorporation, or by these Bylaws. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present may continue to transact business until adjournment. If, however, such quorum shall not be present or represented at any meeting of the stockholders, a majority of the voting stock represented in person or by proxy may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. Such announcement must set forth the time, the place, if any, of the adjourned meeting, and the means of remote communications, if any, by which stockholders may be deemed to be present in person and vote at such adjourned meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote thereat.

Section 4. VOTING. When a quorum is present at any meeting, in all matters other than the election of directors, the vote of the holders of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall decide any question brought before such meeting, unless the question is one upon which by express provision of the Delaware Law, the Certificate of Incorporation, or these Bylaws, a different vote is required in which case such express provision shall govern and control the decision of such question. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Unless otherwise provided in the Certificate of Incorporation, each stockholder shall have one vote for each share of stock having voting power, registered in his name on the books of the corporation on the record date set by the Board of Directors as provided in Article VII, Section 6 hereof.

Section 5. PROXIES. At each meeting of the stockholders, each stockholder having the right to vote may vote in person or may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A stockholder may authorize another person or persons to act as such stockholder’s proxy by (i) executing an instrument in writing subscribed by such stockholder, or (ii) by transmitting or authorizing the transmission of a telegram, cablegram, or other means of electronic transmission to the person who will be the holder of the proxy, provided that any such telegram, cablegram, or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder. All proxies must be filed with the Secretary of the corporation at the beginning of each meeting in order to be counted in any vote at the meeting.

Section 6. SPECIAL MEETINGS. Special meetings of the stockholders, for any purpose, or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the President and shall be called by the President or the

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Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding, and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 7. NOTICE OF STOCKHOLDERS’ MEETINGS. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which notice shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided in the Delaware Law, the written notice of any meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation.

Section 8. MAINTENANCE AND INSPECTION OF STOCKHOLDER LIST. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination by any stockholder, for any purpose germane to the meeting, for a period of at least ten (10) days prior to the meeting, (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours at the principal place of business of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

Section 9. STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in Delaware, its principal place of business, or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent

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delivered in the manner required by this Section 9 to the corporation, written consents signed by a sufficient number of holders to take action are delivered to the corporation by delivery to its registered office in Delaware, its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder shall be deemed to be written, signed and dated for the purposes of this Section 9, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the corporation can determine (i) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder and (ii) the date on which such stockholder transmitted such telegram, cablegram or electronic transmission. The date on which the telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper forms shall be delivered to the corporation by delivery to its registered office in Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the corporation as provided above.

ARTICLE III.

DIRECTORS

Section 1. THE NUMBER OF DIRECTORS. The number of directors which shall constitute the whole Board shall be three (3). The directors need not be stockholders. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified or until such director’s earlier resignation or removal. Any director may resign at any time upon notice given in writing or by electronic transmission to the corporation. Unless otherwise restricted by the Delaware Law or the Certificate of Incorporation, any director or the entire Board of Directors may be removed, either with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

Section 2. VACANCIES. Unless otherwise provided in the Certificate of Incorporation or these Bylaws, vacancies on the Board of Directors by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Each director so chosen shall hold office until the next annual election of directors and until his successor is duly elected and qualified, or until such director’s earlier resignation or removal. If there are no directors in office, then an election of directors may be held in the

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manner provided by the Delaware Law. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent (10%) of the voting stock at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3. POWERS. The property and business of the corporation shall be managed by or under the direction of its Board of Directors. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board of Directors may exercise all such powers of the corporation and do all such lawful acts and things as are not by the Delaware Law or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 4. PLACE OF DIRECTORS’ MEETINGS. The directors may hold their meetings and have one or more offices, and keep the books of the corporation outside of the State of Delaware.

Section 5. REGULAR MEETINGS. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board.

Section 6. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by the President on forty-eight (48) hours’ notice to each director, either personally or by mail, by facsimile, by electronic transmission or by telegram; special meetings shall be called by the President or the Secretary in like manner and on like notice on the written request of two directors unless the Board consists of only one director; in which case special meetings shall be called by the President or Secretary in like manner or on like notice on the written request of the sole director.

Section 7. QUORUM. At all meetings of the Board of Directors a majority of the total number of directors shall be necessary and sufficient to constitute a quorum for the transaction of business unless the Certificate of Incorporation or these Bylaws require a greater number. The vote of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by the Delaware Law, the Certificate of Incorporation or these Bylaws. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. If only one director is authorized, such sole director shall constitute a quorum.

Section 8. ACTION WITHOUT MEETING. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in

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writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee.

Section 9. TELEPHONIC MEETINGS. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

Section 10. COMMITTEES OF DIRECTORS. The Board of Directors may designate one or more committees, each such committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors or in these Bylaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law to be submitted to stockholders for approval or (ii) adopting, amending or repealing any Bylaw of the corporation.

Section 11. MINUTES OF COMMITTEE MEETINGS. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Section 12. COMPENSATION OF DIRECTORS. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE IV.

OFFICERS

Section 1. OFFICERS. The officers of this corporation shall be chosen by the Board of Directors and shall include a Chairman of the Board of Directors or a President, or

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both, and a Secretary. The corporation may also have at the discretion of the Board of Directors such other officers as are desired, including a Vice-Chairman of the Board of Directors, a Chief Executive Officer, a Treasurer, one or more Vice Presidents, one or more Assistant Secretaries and Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 hereof. In the event there are two or more Vice Presidents, then one or more may be designated as Executive Vice President, Senior Vice President, or other similar or dissimilar title. At the time of the election of officers, the directors may by resolution determine the order of their rank. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these Bylaws otherwise provide.

Section 2. ELECTION OF OFFICERS. The Board of Directors, at its first meeting after each annual meeting of stockholders, shall choose the officers of the corporation.

Section 3. SUBORDINATE OFFICERS. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

Section 4. COMPENSATION OF OFFICERS. The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors.

Section 5. TERM OF OFFICE; REMOVAL AND VACANCIES. Each officer of the corporation shall hold office until his successor is elected and qualified or until such officer’s earlier resignation or removal. Any officer may resign at any time upon written notice to the corporation. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.

Section 6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if such an officer be elected, shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by these Bylaws. The Chairman of the Board may, if designated by the Board, also serve as the Chief Executive Officer of the corporation and, if so designated, shall have the powers and duties prescribed in Section 7 of this Article IV.

Section 7. PRESIDENT. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the corporation, unless such an officer is elected separately by the Board of Directors, and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation. If the President also serves as the Chief Executive Officer, he shall preside at all meetings of the stockholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He shall have the general powers and duties of management usually vested in the office of President of corporations (subject to such powers and duties vested by the Board in the Chief Executive Officer), and shall have such other powers and duties as may

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be prescribed by the Board of Directors or these Bylaws. If a Chief Executive Officer is elected separately by the Board of Directors, such Chief Executive Officer shall have such powers and perform such duties as from time to time may be prescribed for him by the Board of Directors or these Bylaws.

Section 8. VICE PRESIDENTS. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents shall have such other duties as from time to time may be prescribed for them, respectively, by the Board of Directors.

Section 9. SECRETARY. The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for the standing committees when required by the Board of Directors. He shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or these Bylaws. He shall keep in safe custody the seal of the corporation, and when authorized by the Board, affix the same to any instrument requiring it, and when so affixed it shall be attested by his signature or by the signature of an Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10. ASSISTANT SECRETARY. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, or if there be no such determination, the Assistant Secretary designated by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 11. TREASURER. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the corporation, in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the corporation. If required by the Board of Directors, he shall give the corporation a bond, in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

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Section 12. ASSISTANT TREASURER. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, or if there be no such determination, the Assistant Treasurer designated by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE V.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

(a) The corporation shall indemnify to the maximum extent permitted by law any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

(b) The corporation shall indemnify to the maximum extent permitted by law any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and except that no such indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such Court of Chancery or such other court shall deem proper.

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(c) To the extent that a present or former director or officer of the corporation shall be successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraphs (a) and (b), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

(d) Any indemnification under paragraphs (a) and (b) (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in paragraphs (a) and (b). Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iv) by the stockholders.

(e) Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this Article V. Such expenses (including attorneys’ fees) incurred by former directors and officers may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

(f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other paragraphs of this Article V shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

(g) The Board of Directors may authorize, by a vote of a majority of a quorum of the Board of Directors, the corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Article V.

(h) For the purposes of this Article V, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or

10

officers so that any person who is or was a director or officer of such constituent corporation, or is or was serving at the request of such constituent corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article V with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

(i) For purposes of this Article V, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall include service as a director or officer of the corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Article V.

(j) The indemnification and advancement of expenses provided by, or granted pursuant to, this Article V shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

(k) The Court of Chancery is vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this Article or under any agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine the corporation’s obligation to advance expenses (including attorneys’ fees).

ARTICLE VI.

INDEMNIFICATION OF EMPLOYEES AND AGENTS

The corporation may indemnify every person who was or is a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an employee or agent of the corporation or, while an employee or agent of the corporation, is or was serving at the request of the corporation as an employee or agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including counsel fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, to the extent permitted by the Delaware Law.

11

ARTICLE VII.

CERTIFICATES OF STOCK

Section 1. CERTIFICATES. Every holder of stock of the corporation shall be entitled to have a certificate signed by, or in the name of the corporation by, the Chairman or Vice Chairman of the Board of Directors, or the President or a Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer of the corporation, certifying the number of shares represented by the certificate owned by such stockholder in the corporation.

Section 2. SIGNATURES ON CERTIFICATES. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

Section 3. STATEMENT OF STOCK RIGHTS, PREFERENCES, PRIVILEGES. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock; provided that, except as otherwise provided in Section 202 of the Delaware Law, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 4. LOST CERTIFICATES. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5. TRANSFERS OF STOCK. Upon surrender to the corporation, or the transfer agent of the corporation, of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and

12

record the transaction upon its books, unless otherwise restricted by the Delaware Law, the Certificate of Incorporation or these Bylaws.

Section 6. FIXED RECORD DATE. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders, or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. If no record date is fixed by the Board of Directors, (i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and (ii) the record date for stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date which shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no such record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the Delaware Law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the Delaware Law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

Section 7. REGISTERED STOCKHOLDERS. The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the Delaware Law.

13

ARTICLE VIII.

GENERAL PROVISIONS

Section 1. DIVIDENDS. Subject to the provisions of the Certificate of Incorporation, if any, the Board of Directors may declare and pay dividends upon the shares of its capital stock either (i) out of its surplus, as defined in and computed in accordance with Sections 154 and 244 of the Delaware Law, or (ii) in case there shall be no such surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. If the capital of the corporation, computed in accordance with Sections 154 and 244 of the Delaware Law, shall have been diminished by depreciation in the value of its property, or by losses, or otherwise, to an amount less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets, the directors shall not declare and pay out of such net profits any dividends upon any shares of any classes of its capital stock until the deficiency in the amount of capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets shall have been repaired. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

Section 2. PAYMENT OF DIVIDENDS; DIRECTORS’ DUTIES. Before payment of any dividend there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interests of the corporation, and the directors may abolish any such reserve.

Section 3. CHECKS. All checks or demands for money and notes of the corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

Section 4. FISCAL YEAR. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

Section 5. CORPORATE SEAL. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 6. MANNER OF GIVING NOTICE. Whenever, under the provisions of the Delaware Law, the Certificate of Incorporation, or these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by facsimile, by electronic transmission, or by telegram.

14

Except as otherwise provided by the Delaware Law, notice to stockholders may also be given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation. Notice given by a form of electronic transmission shall be deemed given (i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice, (ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice, (iii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice, and (iv) if by any other form of electronic transmission, when directed to the stockholder. “Electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

Section 7. WAIVER OF NOTICE. Whenever any notice is required to be given under the provisions of the Delaware Law, the Certificate of Incorporation, or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the Certificate of Incorporation or these Bylaws.

Section 8. ANNUAL STATEMENT. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

ARTICLE IX.

AMENDMENTS

Section 1. AMENDMENT BY DIRECTORS OR STOCKHOLDERS. These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the stockholders or by the Board of Directors, when such power is conferred upon the Board of Directors by the Certificate of Incorporation, at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal Bylaws is conferred upon the Board of Directors by the Certificate of Incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal Bylaws.

15

EX-3.71

Exhibit 3.71

Delaware	PAGE 1
The First State

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “WOODWARD-CLYDE INTERNATIONAL, INC.”, FILED IN THIS OFFICE ON THE EIGHTH DAY OF AUGUST, A.D. 1990, AT 9 O’CLOCK A.M.

		Harriet Smith Windsor, Secretary of State
2238294 8100		AUTHENTICATION: 6069959
071111822		DATE: 10-12-07

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 08/08/1990

710220010 – 2238294

CERTIFICATE OF INCORPORATION

OF

WOODWARD-CLYDE INTERNATIONAL, INC.

FIRST. The name of this corporation shall be:

WOODWARD-CLYDE INTERNATIONAL, INC.

SECOND. Its registered office in the State of Delaware is to be located at 1013 Centre Road, in the City of Wilmington, County of New Castle 19805 and its registered agent at such address is Corporation Service Company.

THIRD. The purpose or purposes of the corporation shall be:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH. The total number of shares of stock which the Corporation shall have the authority to issue is:

Three Thousand (3,000) shares without par value.

FIFTH. The name and address of the incorporator is as follows:

Jane S. Krayer

Corporation Service Company

1013 Centre Road

Wilmington, DE 19805

SIXTH. The Board of Directors shall have the power to adopt, amend or repeal the by-laws.

SEVENTH. No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law, (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article Seventh shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

IN WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore named, has executed, signed and acknowledged this certificate of incorporation this eighth day of August, A.D. 1990.

Jane S. Krayer

Incorporator

Delaware	PAGE 1
The First State

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CHANGE OF REGISTERED AGENT OF “WOODWARD-CLYDE INTERNATIONAL, INC.”, FILED IN THIS OFFICE ON THE TWENTY-SIXTH DAY OF JANUARY, A.D. 1994, AT 10 O’CLOCK A.M.

		Harriet Smith Windsor, Secretary of State
2238294 8100		AUTHENTICATION: 6069958
071111822		DATE: 10-12-07

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 01/26/1994

944007090 – 2238294

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

* * * * *

Woodward-Clyde International, Inc.             , a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is Corporation Service Company                                          and the present registered office of the corporation is in the county of New Castle.

The Board of Directors of Woodward-Clyde International, Inc. adopted the following resolution on the 16^th day of September, 1993.

Resolved, that the registered office of Woodward-Clyde International, Inc.

in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF, Woodward-Clyde International, Inc. has caused this statement to be signed by Jean-Yves Perez, its President and attested by Walter Dutko, its Corporate Secretary this 27th day of May. 1993.

By
	Jean-Yves Perez     President

ATTEST:
By
	Walter Dutko     Secretary

(DEL. • 264 - 5/14/90)

Delaware	PAGE 1
The First State

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “WOODWARD-CLYDE INTERNATIONAL, INC.”, CHANGING ITS NAME FROM “WOODWARD-CLYDE INTERNATIONAL, INC.” TO “WOODWARD-CLYDE INTERNATIONAL HOLDINGS, INC.”, FILED IN THIS OFFICE ON THE FOURTEENTH DAY OF JANUARY, A.D. 1997, AT 9 O’CLOCK A.M.

		Harriet Smith Windsor, Secretary of State
2238294 8100		AUTHENTICATION: 6069957
071111822		DATE: 10-12-07

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 01/14/1997

971013158 – 2238294

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

Woodward-Clyde International, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of Woodward-Clyde International, Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “First” so that, as amended, said Article shall be and read as follows:

The name of this corporation is Woodward-Clyde International Holdings, Inc.

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

FOURTH: That the capital of said corporation shall not be reduced under or by reason of said amendment.

IN WITNESS WHEREOF, Woodward-Clyde International, Inc. has caused this certificate to be signed by Robert K. Wilson, Secretary, an authorized officer, this 9th day of November, 1996.

BY:
	ROBERT K. WILSON,
	Secretary

BBMSF2: 190691

28209-0900

Delaware	PAGE 1
The First State

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CHANGE OF REGISTERED AGENT OF “WOODWARD-CLYDE INTERNATIONAL HOLDINGS, INC.”, FILED IN THIS OFFICE ON THE TWENTY-SECOND DAY OF JUNE, A.D. 1998, AT 9 O’CLOCK A.M.

		Harriet Smith Windsor, Secretary of State
2238294 8100		AUTHENTICATION: 6069956
071111822		DATE: 10-12-07

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 06/22/1998

981239583 – 2238294

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

It is hereby certified that:

1. The name of the corporation (hereinafter called the “corporation”) is

Woodward-Clyde International Holdings, Inc.

2. The registered office of the corporation within the State of Delaware is hereby changed to 1013 Centre Road, City of Wilmington 19805, County of New Castle.

3. The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4. The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on May 22, 1998.

Robert K. Wilson, Secretary

DE BC D-:COA CERTIFICATE OF CHANGE 03/[ILLEGIBLE]

Delaware	PAGE 1
The First State

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “WOODWARD-CLYDE INTERNATIONAL HOLDINGS, INC.”, CHANGING ITS NAME FROM “WOODWARD-CLYDE INTERNATIONAL HOLDINGS, INC.” TO “URS GREINER WOODWARD-CLYDE INTERNATIONAL HOLDINGS, INC.”, FILED IN THIS OFFICE ON THE TWENTY-FIRST DAY OF SEPTEMBER, A.D. 1998, AT 9 O’CLOCK A.M.

		Harriet Smith Windsor, Secretary of State
2238294 8100		AUTHENTICATION: 6069955
071111822		DATE: 10-12-07

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 09/21/1998

981364429 – 2238294

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

WOODWARD-CLYDE INTERNATIONAL HOLDINGS, INC.

Woodward-Clyde International Holdings, Inc., a corporation organized and existing under and by virtue of the general Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST. That the Board of Directors of said corporation, at a meeting duly convened and held, adopted the following resolution:

RESOLVED that the Board of Directors hereby declares it advisable and in the best interest of the Company that Article FIRST of the Certificate of Incorporation be amended to read as follows:

FIRST: The name of this corporation shall be:

URS GREINER WOODWARD-CLYDE INTERNATIONAL HOLDINGS, INC.

SECOND. That the said amendment has been consented to and authorized by the holders of a majority of the issued and outstanding stock entitled to vote by written consent given in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD. That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the general Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, SAID CORPORATION HAS caused this Certificate to be signed by James R. Miller, its President, and attested by Robert K. Wilson, its Secretary, this 26^th day of August A.D. 1998.

	James R. Miller, President
Attested by:	Robert K. Wilson, Secretary

Delaware	PAGE 1
The First State

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CHANGE OF REGISTERED AGENT OF “URS GREINER WOODWARD-CLYDE INTERNATIONAL HOLDINGS, INC.”, FILED IN THIS OFFICE ON THE SEVENTH DAY OF FEBRUARY, A.D. 2001, AT 3 O’CLOCK P.M.

		Harriet Smith Windsor, Secretary of State
2238294 8100		AUTHENTICATION: 6069954
071111822		DATE: 10-12-07

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

* * * * *

URS Greiner Woodward-Clyde International Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State or Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is Corporation Service Company and the present registered office of the corporation is in the county of New Castle.

The Board of Directors of URS Greiner Woodward-Clyde International Holdings, Inc. adopted the following resolution on the 1st day of November. 2000.

Resolved, that the registered office of Corporation Service Company, 2711 Centerville Road, Suite 400 Wilmington, DE 19808 in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF, URS Greiner Woodward-Clyde International Holdings, Inc. has caused this statement to be signed by Daniel Hutchins, Its Vice President this 7^th day of February, 2001.

Daniel Hutchins, Vice President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 03:00 PM 02/07/2001

010063027 – 2238294

Delaware	PAGE 1
The First State

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “URS GREINER WOODWARD-CLYDE INTERNATIONAL HOLDINGS, INC.”, CHANGING ITS NAME FROM “URS GREINER. WOODWARD-CLYDE INTERNATIONAL HOLDINGS, INC.” TO “URS INTERNATIONAL, INC.”, FILED IN THIS OFFICE ON THE SEVENTEENTH DAY OF APRIL, A.D. 2002, AT 5 O’CLOCK P.M.

		Harriet Smith Windsor, Secretary of State
2238294 8100		AUTHENTICATION: 6069953
071111822		DATE: 10-12-07

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

URS GREINER WOODWARD-CLYDE INTERNATIONAL HOLDINGS, INC.

* * * *

URS Greiner Woodward-Clyde International Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of URS Greiner Woodward-Clyde International Holdings, Inc. be amended by changing Article I thereof so that, as amended, said Article shall be and read as follows:

Article I

The name of the corporation is URS International, Inc.

SECOND: That in lieu of a meeting and vote of stockholder, the sole stockholder has given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

IT WITNESS WHEREOF, said URS Greiner Woodward-Clyde International Holdings, Inc, has caused this Certificate of Incorporation to be signed by Carol Brummerstedt, its Assistant Secretary, this 17^th day of April, 2002.

	URS GREINER WOODWARD-CLYDE INTERNATIONAL HOLDINGS, INC.
STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 05:00 PM 04/17/2002 020246714 – 2238294	Carol Brummerstedt, Assistant Secretary

EX-3.72

Exhibit 3.72

AMENDED AND RESTATED BY-LAWS

OF

URS INTERNATIONAL, INC.

A Delaware Corporation

(Amended and Restated as of September 9, 2004)

ARTICLE I

OFFICES

1.1 Registered Office. The registered office shall be in the City of Wilmington, County of New Castle, State of New Castle, State of Delaware.

1.2 Other Offices. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

2.1 Place of Meetings. All meetings of stockholders for the election of directors shall be held in the City of Wilmington, State of Delaware, or at any other place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

2.2 Annual Meetings. The annual meetings of stockholders, commencing with the year 1991, shall be held on the first Friday in December of each year at a time to be decided by the board of directors provided, however, that should said day fall upon a legal holiday, then any such annual meeting of stockholders shall be held at the same time and place on the next day thereafter ensuing which is not a legal holiday, or at such other date and time as shall be designated from time to time by the board of directors and as stated in the notice of meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

2.3 Notice of Annual Meetings. Written notice of the annual stockholders meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at the meeting not less than ten (10) or more than sixty (60) days before the date of the meeting.

2.4 Stock Ledger. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of

the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of the name of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the me and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

2.5 Special Meetings. Special meetings of the stockholders, may be called for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, by the president and shall be called by the president or secretary at the request in writing of stockholders owning a majority of the capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

2.6 Notice of Stockholder Meeting. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the certificate of incorporation or these by-laws, the written notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the mail, such notice shall be deemed to be given when deposited in the mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation.

2.7 Business Transacted at a Special Meeting. Business transacted at a special meeting of the stockholders shall be limited to the purposes stated in the notice.

2.8 Voting at Meetings of Stockholders. The holders of stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by certificate of incorporation. If however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice if the time and place are announced at the meeting at which adjournment is taken, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

2.9 Quorum. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is

required, in which case such express provision shall govern and control the decision of such question.

2.10 Cumulative Voting. At all elections of directors of the corporation, or at elections held under specified circumstances, each holder of stock or of any class or classes or of a series thereof shall be entitled to as many votes as shall equal the number of votes which he would be entitled to cast for the election of directors with respect to his shares of stock multiplied by the number of directors to be elected by him, and that he may cast all of such votes for a single director or may distribute them among the number to be voted for, or for any 2 or more of them as he may see fit.

2.11 Action Without Meeting. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

3.1 Number of Directors. The authorized number of directors shall be determined from time to time by resolution of the board of directors, provided the board of directors shall consist of at least one member. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

The directors shall be elected at the annual meeting of stockholders, except as provided in Section 3.2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

3.2 Vacancies. Vacancies and newly created directorships resulting from any increase in authorized number of directors may be filled by a majority of the directors, then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced.

If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

3.3 Powers. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not prohibited by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

3.4 Place of Meeting. The board of directors of the corporation may hold meetings, both regular and special, within or without the State of Delaware.

3.5 Organization Meeting. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

3.6 Regular Meetings. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

3.7 Special Meetings. Special meetings of the board may be called at any time by the president or any one director on four (4) days notice to each director given as provided in Article IV Section 4.1 of these by-laws. The notice must specify the purpose of the meeting and the time, date and place the meeting is to be held.

3.8 Quorum. At all meetings of the board, a majority of the authorized number of directors shall be necessary to constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

3.9 Action Without Meeting. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and such writing or writings are to be filed with the minutes of proceedings of the board or committee.

3.10 Participation in Meetings. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment

by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

3.11 Committees of Directors. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting or the committee.

In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place or any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in Section 151(a) of the General Corporation Law of Delaware, fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation), adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

3.12 Minutes of Meetings. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

3.13 Compensation of Directors. Unless otherwise restricted by the certificate of incorporation or these by-laws the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Member of a special or standing committees may be allowed like compensation for attending committee meetings.

3.14 Removal of Directors. Unless otherwise restricted by the certificate of incorporation or these by-laws, any director or entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV

NOTICES

4.1 Notices. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

4.2 Waiver of Notice. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

5.1 Officers. The officers of the corporation shall be chosen by the board of directors and shall be a chairman of the board or a president of both, a secretary and a treasurer. The board of directors may also choose one or more vice-presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide.

5.2 Election. The board of directors at its first meeting after each annual meeting of the stockholders shall choose the officers of the corporation.

5.3 Subordinate Officers. The board of directors may appoint such other officers and agents as it shall deem necessary, each of whom shall hold office for such terms and shall exercise such powers and perform such duties as the board of directors may from time to time determine.

5.4 Salaries of Officers. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

5.5 Removal of Officers. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer may be removed, either with or without cause, by a majority of the directors at the time in office. Any vacancy occurring in any office of the corporation shall be filled by the board by directors.

5.6 Chairman of the Board. The chairman of the board, if there shall be such an officer, shall, if present, preside at all meetings of the stockholders and the board of directors and exercise and perform all such other powers and duties as may from time to time be assigned to him by the board of directors or prescribed by the by-laws.

5.7 President. The president shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the board of directors are carried into effect. The president shall preside at all meetings of stockholders and the board of directors, if there is no regular appointed chairman of the board or if such chairman is absent. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

5.8 Vice Presidents. In the absence of the president or in the event of his inability or refusal to act, the vice presidents in order of their rank as fixed by the board of directors or, if not ranked, the vice president designated by the board of directors shall perform all the duties of the president and, when so acting, shall have all the powers of and be subject to all the restrictions upon the president. Each vice president shall have such other powers and shall perform such other duties as from time to time may be prescribed for him by the board of directors or the bylaws.

5.9 Secretary. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or the president. The secretary shall have custody of the corporate seal of the corporation and shall have authority to affix the same to any instrument requiring it and when so affixed, it any be attested by his or her signature. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

5.10 Assistant Secretaries. The assistant secretaries in order of their rank as fixed by the board of directors or, if not ranked, the assistant secretary designated by the board or directors shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and perform such other duties and have such other powers as the board of directors may from time to time prescribe.

5.11 Treasurer. The treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation.

The treasurer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the board of directors. He shall be responsible for the proper disbursement of the funds of the corporation and shall render to the president and the board of directors, at its regular

meetings, or when the board of directors so requires, an account of all of his transactions as treasurer and of the financial condition of the corporation. If required by the board of directors, the treasurer shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of the office and for the restoration to the corporation, in case of death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind belonging to the corporation in the treasurer’s possession or under his or her control.

5.12 Assistant Treasurers. In the absence of or inability of refusal to act of the treasurer, the assistant treasurers in order of their rank or, if not ranked, the assistant treasurer designated by the board of directors shall perform all the duties of the treasurer and, when so acting, shall have the powers of and be subject to all the restrictions upon the treasurer. Each assistant treasurer shall have such other powers and perform such other duties as from time to time may be prescribed for him by the board of directors or the by-laws.

ARTICLE VI

SHARES OF STOCK

6.1 Share Certificates. The shares of the corporation shall be represented by a certificate. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation.

Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) of the General Corporation Law of Delaware or a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Any or all of the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it any be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

6.2 Lost Certificates. The holder of any shares of stock of the corporation shall immediately notify the corporation of any loss or destruction of the certificate therefor, and the corporation may issue new certificate in the place of any certificate theretofore issued by it alleged to have been lost, stolen or destroyed, upon approval of the board of directors. The board may, in its discretion, as a condition precedent to the issuance of such new certificate, require the owner of such lost, stolen or destroyed certificate, or his legal

representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

6.3 Transfer of Shares. Upon the surrender to the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

6.4 Fixing Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting.

6.5 Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS

7.1 Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

7.2 Annual Statement. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by the stockholders, a full and clear statement of the business and condition of the corporation.

7.3 Checks. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or person as the board of directors may from time to time designate.

7.4 Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

7.5 Seal. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

7.6 Indemnification. The corporation shall indemnify each of its officers, directors, employees and agents to the maximum extent permitted by Section 145 of the General Corporation Law of Delaware.

ARTICLE VIII

AMENDMENTS

8.1 Amendments to Bylaws. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation it shall divest or limit the power of the stockholders to adopt, amend or repeal by-laws.

EX-3.74

Exhibit 3.74

FIRST AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

URS RESOURCES, LLC

a Delaware limited liability company

Dated as of September 9, 2004

TABLE OF CONTENTS

		PAGE
SECTION 1.	NAME		1
SECTION 2.	DEFINITIONS		1
SECTION 3.	BUSINESS PURPOSE OF THE COMPANY		3
SECTION 4.	TERM		3
SECTION 5.	PRINCIPAL PLACE OF BUSINESS		3
SECTION 6.	REGISTERED OFFICE: REGISTERED AGENT		3
SECTION 7.	MEMBERSHIP INTERESTS; CAPITAL CONTRIBUTIONS; NO WITHDRAWAL OR RESIGNATION		4
SECTION 8.	DISTRIBUTIONS		4
SECTION 10.	WITHHOLDING		5
SECTION 11.	BOOKS, RECORDS AND ACCOUNTING		5
SECTION 12.	COMPANY FUNDS		6
SECTION 13.	MANAGEMENT		6
SECTION 14.	MEETINGS OF MEMBERS		9
SECTION 15.	VOTING		10
SECTION 16.	LIMITATION OF LIABILITY AND INDEMNIFICATION		10
SECTION 17.	ASSIGNMENT OF MEMBERSHIP INTERESTS AND NEW MEMBERS		12
SECTION 18.	DISSOLUTION		12
SECTION 19.	WINDING UP AND DISTRIBUTION OF ASSETS		13
SECTION 20.	CONFLICT OF INTEREST		13
SECTION 21.	TAXATION		14
SECTION 22.	NOT A PUBLICLY TRADED PARTNERSHIP		15
SECTION 23.	MISCELLANEOUS		16
Schedule I	Members

i.

FIRST AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

This First Amended and Restated Limited Liability Company Agreement of URS Resources, LLC (the “Company”) is entered into as of September 9, 2004, by and among those persons listed as Members (the “Members”) from time to time on Schedule I attached hereto.

SECTION 1. NAME.

The business of the Company shall be conducted under the name “URS Resources, LLC”.

SECTION 2. DEFINITIONS.

For purposes of this Agreement, unless the context clearly indicates otherwise, the following terms shall have the following meanings:

(a) “Act” means the Delaware Limited Liability Company Act, Delaware Code Title 6, Sections 18-101 et seq., as amended from time to time.

(b) “Agreement” means this First Amended and Restated Limited Liability Company Agreement, as amended, modified or supplemented from time to time.

(c) “Alternates” has the meaning set forth in Section 13(c) of this Agreement.

(d) “Business Purpose” has the meaning set forth in Section 3 of this Agreement.

(e) “Capital Account” means, with respect to each Member, the account established on the books and records of the Company for such Member. Each Member’s Capital Account shall initially equal the value of the capital account maintained with respect to such Member, or such Member’s predecessor, on the books and records of the Company. During the term of the Company, each Member’s Capital Account shall be (i) increased by the amount of (w) income and gain allocated to the Member and (x) any cash or property subsequently contributed by the Member to the Company, and (ii) decreased by the amount of (y) loss and deduction allocated to the Member and (z) all cash and property distributed to the Member, and shall otherwise be kept in accordance with applicable United States Treasury Regulations promulgated under Section 704(b) of the Code.

(f) “Capital Contribution” means the total amount of cash or other property contributed to the Company, or services rendered to the Company, by a Member without charge. Contributed property shall be valued at fair market value, net of any liabilities assumed to which the contributed property is subject.

(g) “Code” means the United States Internal Revenue Code of 1986, as amended, modified or rescinded from time to time, or any similar provision of succeeding law.

(h) “Company” has the meaning set forth in the recitals of this Agreement.

(i) “Holdings” has the meaning set forth in the recitals of this Agreement.

(j) “Holdings Alternate” has the meaning set forth in Section 13(c) of this Agreement.

(k) “Holdings Representative” means any Person selected by Holdings to represent it on the Members Committee.

(l) “IRS” means the United States Internal Revenue Service or any successor entity.

(m) “Majority Interest” means more than 50% of all Membership Interests.

(n) “Member” has the meaning set forth in the introductory paragraph of this Agreement.

(o) “Membership Interest” means the percentage interest in the Company of a Member as set forth opposite such Member’s name on Schedule I attached to this Agreement as amended, modified or supplemented from time to time.

(p) “Members Committee” means the committee of Representatives described in Section 13 of this Agreement.

(q) “Net Cash Flow” means for any period the amount, computed on a cash basis, equal to:

(i) the sum of (A) gross receipts from business operations, all investment income and investment gain of the Company and all other cash received by the Company, all without double counting and (B) any amounts released from Reserves;

decreased by

(ii) the sum of (A) disbursements of the Company for operating expenses, expenditures for capital investments and reinvestments, principal payments on indebtedness, interest and other expenses, including any repayment of indebtedness required or elected to be made in connection with any refinancing, sale or other event, and (B) any increase in Reserves.

(r) “1933 Act” has the meaning set forth in Section 22 of this Agreement.

(s) “Person” means any individual, corporation, partnership, association, limited liability company, trust, estate or other enterprise or entity.

(t) “Representative” means each of the Representatives of the Company designated from time to time by the Members in accordance with Section 13(c) of this Agreement. As used in this Agreement and for purposes of the Act, the term Representative shall have the same meaning and have such rights, powers and authorities of a “manager” as provided in the Act and as otherwise provided by law.

2.

(u) “Reserves” means the reasonable reserves established and maintained from time to time in amounts reasonably determined by the Members Committee to be adequate and sufficient for current and future operating and working capital and to pay for taxes, insurance, service of indebtedness, amortization of indebtedness, repairs, replacements or renewals, management fees or other costs and expenses incident to the Company’s business or otherwise to provide for the long-term goals of the Company or any other purpose, including reserves for unforeseen or contingent liabilities, debts or obligations.

(v) “Secretary” means the Secretary of State for the State of Delaware.

(w) “Tax Matters Member” has the meaning set forth in Section 21(d) of this Agreement.

(x) “Treasury Regulations” means the income tax regulations, including any temporary regulations, from time to time promulgated under the Code.

SECTION 3. BUSINESS PURPOSE OF THE COMPANY.

The business purpose of the Company (the “Business Purpose”) is to carry on any lawful business, purpose or activity, whether or not for profit, with the exception of the business of granting policies of insurance, or assuming insurance risks or banking as defined in Section 126 of Title 8 of the Code of Delaware.

SECTION 4. TERM.

The term of the Company shall continue until the date as of which the Company is dissolved in accordance with this Agreement or by law.

SECTION 5. PRINCIPAL PLACE OF BUSINESS.

The principal place of business of the Company shall be located in or near San Francisco, California or at such other place or places as the Members Committee may from time to time determine. The business of the Company may also be conducted at such additional place or places as the Members Committee may designate; provided, however, that the Company shall not maintain an office or a principal place of business in any jurisdiction that would jeopardize the limitation on liability afforded to the Members under the Act or this Agreement and; provided, further, that the Members Committee shall take, or cause to be taken, all steps necessary to preserve the limited liability of the Members in connection with any such additional places of business.

SECTION 6. REGISTERED OFFICE: REGISTERED AGENT.

The registered office of the Company in Delaware shall be Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The Company’s agent for service of process on the Company in Delaware shall be The Corporation Trust Company. The Members

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Committee may change, at any time and from time to time, the location of such registered office and/or such registered agent upon written notice of the change to the Members.

SECTION 7. MEMBERSHIP INTERESTS; CAPITAL CONTRIBUTIONS; NO WITHDRAWAL OR RESIGNATION.

(a) Membership Interests . Each Member’s Membership Interest as of the date hereof is set forth opposite such Member’s name on Schedule I attached to this Agreement.

(b) Additional Contributions; Interest. No Member shall be obligated to make any additional capital contribution. Upon any additional capital contribution made by any Member, the Membership Interests of the Members shall be adjusted accordingly and stated on an amendment to Schedule I attached to this Agreement. No Member has any obligation to restore a deficit balance in such Member’s Capital Account or to make any contributions to the Company in order to restore such deficit balance. No Member shall be paid interest on its Capital Contribution.

(c) Liability for Promised Contributions. A Member is obligated for agreements to make capital contributions, even if the Member is unable to perform because of bankruptcy, or any other reason. If a Member does not make the Member’s agreed upon contribution of services or property, the Member is obligated, at the option of the Company, to contribute cash equal to the value of the agreed upon contribution.

(d) Withdrawal and Resignation; Return of Capital Contribution. No Member shall be entitled to withdraw or resign as a Member or to receive any part of such Member’s Capital Contribution or any distribution from the Company in connection therewith.

SECTION 8. DISTRIBUTIONS.

Net Cash Flow shall be distributed among the Members in accordance with their respective Membership Interests from time to time as determined by a Majority Interest of the Members and the Members Committee. In the event the Company is subject to any tax or other obligation which is attributable to the interest of one or more Members in the Company, but fewer than all the Members, such tax or other obligation shall be specially allocated to, and charged against the Capital Account of, such Member or Members, and the amounts otherwise distributable to such Member or Members pursuant to this Agreement shall be reduced by such amount.

SECTION 9. ALLOCATION OF INCOME AND LOSSES.

(a) Allocations . Items of income, gain, loss, deduction, credit and tax preference to be allocated among the Members shall be allocated in accordance with their respective Membership Interests; provided, however, such allocations shall

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be adjusted, if necessary, so as to have “substantial economic effect” as provided in Code §704(b) and the Treasury Regulations thereunder.

(b) Change in Membership Interests. If there is a change in any Member’s Membership Interest during any year, allocations among the Members shall be made in accordance with their Membership Interests in the Company from time to time during such year in accordance with Section 706 of the Code using the closing-of-the-books method, except that depreciation, amortization and similar items shall be deemed to accrue ratably on a daily basis over the entire year during which the corresponding asset is owned by the Company for the entire year, and over the portion of a year after such asset is placed in service by the Company if such asset is placed in service during the year.

(c) Special Rules.

(i) If any Company asset has a book value different than its adjusted tax basis to the Company for federal income tax purposes (whether by reason of the contribution of such property to the Company, the revaluation of such property under this Agreement or otherwise), allocations of income, gain, loss, deduction, credit and tax preference under this Section 9 with respect to such asset shall take account of any variation between the adjusted tax basis of such asset for federal income tax purposes and its book value in any manner prescribed by Section 704(c) of the Code or the Treasury Regulations thereunder.

(ii) Items of income, gain, loss, deduction, credit and tax preference for state and local income tax purpose shall be allocated to and among the Members in a manner consistent with the allocation of such items for federal income tax purposes in accordance with the foregoing provisions of this Section 9.

SECTION 10. WITHHOLDING.

The Company is authorized to withhold from distributions to be made to a Member, or with respect to allocations to a Member, and to pay over to a federal, state or local government, any amounts required to be withheld pursuant to the Code or any provisions of any other federal, state or local law. Any amounts so withheld shall be treated as distributed to such Member pursuant to this Section 10 for all purposes of this Agreement and shall be offset against the net amounts otherwise distributable to such Member. The Company may also withhold from distributions that would otherwise be made to a Member, and apply to the obligations of such Member, any amounts that such Member owes to the Company. In addition, any tax imposed upon the Company resulting from the Membership Interest of any Member shall be treated as a distribution to such Member and shall reduce future distributions of Net Cash Flow to such Member.

SECTION 11. BOOKS, RECORDS AND ACCOUNTING.

(a) Books and Records. The Company shall maintain complete and accurate books and records of the Company’s business and affairs. The financial records shall be kept in accordance with generally accepted accounting principles,

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consistently applied. The books and records shall be maintained at the principal place of business of the Company and shall be accessible to the Members in accordance with the Act.

(b) Fiscal Year; Accounting. The Company’s fiscal year shall be determined by the Members Committee. The accounting methods and principles to be followed by the Company shall be selected from time to time by the Members Committee.

(c) Reports. The Company shall provide to the Members reports concerning the financial condition and results of operation of the Company and the Members’ Capital Accounts within 90 days after the end of each fiscal year.

SECTION 12. COMPANY FUNDS.

The funds of the Company shall be deposited in such bank or other financial institution account or accounts, or invested in such interest-bearing or non-interest-bearing investments, as shall be designated by the Members Committee. All withdrawals from any such bank accounts shall be made only by the Members Committee or by individuals duly appointed by the Members Committee.

SECTION 13. MANAGEMENT.

(a) Members Committee. It shall be the duty and responsibility of the Members Committee solely and exclusively to manage and control the business and affairs of the Company, and, subject to Section 15, all decisions regarding the business and affairs of the Company shall be made by the Members Committee. Except as provided in this Agreement, each Representative shall have all the rights and powers of a Representative as provided in the Act and as otherwise provided by law, and any action taken by a Representative in the manner provided for in this Agreement shall constitute the act of and serve to bind the Company. The Members Committee may delegate its authorities and responsibilities for management of the business affairs of the Company to third parties, but such delegation shall not relieve the Members Committee of any of its obligations under this Agreement. In furtherance of this right of delegation, the Members Committee may appoint and authorize officers of the Company to act on behalf of the Company with such power and authority as the Members Committee may delegate in writing to such officer. Subject to Section 15, the Members Committee is hereby granted (i) the right, power and authority to do on behalf of the Company all things which, in its judgment, are necessary, proper or desirable to carry out the aforementioned duties and responsibilities, including but not limited to the right, power and authority from time to time to incur Company expenses; to employ and dismiss from employment any and all employees, agents, independent contractors, attorneys and accountants; to establish employee benefits plans; to enter into leases for real or personal property; to purchase equipment; and to manage all other aspects of running the business of the Company all in accordance with any authorization policy adopted by the Members Committee; and (ii) such other rights, powers and authorities of a Members Committee as provided in the Act and as otherwise provided by law.

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(b) No Management by Members. Except as otherwise provided in this Agreement, no Member shall take part in the day-to-day management, or the operation or control of the business and affairs of the Company. Except as expressly delegated by the Members Committee, no Member shall be an agent of the Company or have any right, power or authority to transact any business in the name of the Company or to act for or on behalf of the Company.

(c) Number, Qualification and Tenure of Representatives. The Members Committee shall be established from time to time by resolution of the Members Committee, and shall be comprised of Member Representatives. As of the date hereof, the Members Committee shall consist entirely of Holdings Representatives. The composition of the Members Committee shall as closely as possible reflect the Member’s respective Membership Interest at that time. The Chairman of the Members Committee shall be established from time to time by resolution of the Members Committee. Any Representative shall continue to serve in such capacity until the Member appointing such Representative has notified the other Members in writing of his or her replacement. Any Member may, by written notice to the other Members, designate a person to serve as an alternate for each such Member’s Representative (each alternate being referred to in this Agreement as an “Alternate” and, collectively, as the “Alternates”), and such Alternate shall be entitled, in the absence of such Member’s Representative, to attend meetings, to have such Alternate’s presence counted for purposes of establishing a quorum and to vote on behalf of such Member’s Representative at any meeting of the Members Committee. Each Member, in dealing with other Member’s Representatives or Alternates shall be entitled to rely conclusively upon the power and authority of such Representatives or Alternates to bind its Member with respect to all matters unless and until it receives notice to the contrary in writing from such Member. To the fullest extent permitted by law, each Representative and Alternate shall be deemed the agent of the Member which appointed such Person a Representative or Alternate, and such Representative or Alternate shall not be deemed an agent or a sub-agent of the Company or the other Members and shall have no duty (fiduciary or otherwise) to the Company or the other Members. Each Member, by execution of this Agreement, agrees to, consents to, and acknowledges the delegation of powers and authority to such Representatives and Alternates, and the actions and decisions of such Representatives and Alternates within the scope of their respective authority as provided in this Agreement.

(d) Meetings. Meetings shall be held at such time and at such place as shall from time to time be determined by the Members Committee. Meetings of the Members Committee may be held by conference telephone or other means of communication by means of which all participants can hear and speak to each other. Participation in such meeting in such manner shall constitute attendance and presence in person at the meeting of the person or persons so participating. No notice of the regular annual meeting need be given. Special meetings of the Members Committee may be called by the Chairman of the Members Committee or by any Member on at least one business day’s notice to the other Member. The requested notice may be expressly waived by any Representative, and attendance by any Representative or Alternate at any meeting of the Members Committee shall constitute an effective waiver of any required prior notice to the Member represented by such Representative or Alternate of such meeting, unless such attendee declares at the onset of such meeting that such attendee’s attendance at such meeting is solely for the purpose of contesting the validity of any

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required notice for the meeting. The Chairman of the Members Committee shall, (i) with reasonable advance notice (which in the case of regular meetings shall not be less than five days), prepare and distribute an agenda for each meeting of the Members Committee, (ii) organize and conduct such meeting and (iii) prepare and distribute minutes of such meeting. Any Member may propose in advance topics for the agenda or raise topics which are not on the agenda for such meeting. Each Representative or Alternate of any Member may bring one or more other advisors to any meeting; provided, that such advisors shall not have the right to vote on any matter brought before the Members Committee; and provided further, that the Holdings Representatives or Alternates shall have the right to call executive sessions of the Members Committee and to exclude any Person not a Representative or Alternate from such executive session.

(e) Quorum and Voting. A quorum of the Members Committee shall be comprised of a majority of Representatives or Alternates (or any combination thereof) of the full Members Committee as constituted pursuant to Section 13(a) of this Agreement. The affirmative vote of a majority of the Members Committee at a meeting at which a quorum is present being entitled to vote at any such meeting must be obtained in connection with the decision of any matter being considered by the Members Committee. If a quorum is not present, the Representatives and Alternates present may adjourn the meeting without notice, other than an announcement at the meeting, until a quorum is present.

(f) Committees. The Members Committee may appoint from among its members an Executive Committee, an Audit Committee, a Compensation Committee and other committees, composed of two or more Representatives, to serve at the pleasure of the Members Committee. Except as expressly limited by applicable law or this Agreement, each such committee shall exercise such powers and authority as the Members Committee may determine and specify in a writing, or any amendment thereto, designating such committee. Unless otherwise specified in the writing designating the committee, a majority of the members of such committee may elect its Chairman, fix its rules of procedure, fix the time and place of meetings and specify what notice of meetings, if any, shall be given. Written records of the proceedings of any committee shall be maintained and furnished to the Members Committee.

(g) Action Without Meeting. Any action required or permitted to be taken at a meeting of the Members Committee, or of any committee thereof, may be taken without a meeting and without prior notice if the Members Committee, or committee thereof, executes one or more identical written consents, setting forth the action to be taken, signed by at least a majority of the Representatives (in connection with Members Committee action) or by at least a majority of the members of any committee (with respect to action by other committees), provided that such consent or consents are obtained from at least one Holdings Representative or Holdings Alternate and, provided futher that prompt notice of the taking of any action under this subsection by less than unanimous written consent shall be given to those Representatives or committee members who did not consent in writing to the action.

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(h) Compensation. The Members Committee shall not receive any compensation, but shall be reimbursed by the Company for reasonable expenses associated with attendance at meetings.

(i) Rules of Procedure. The Members Committee may from time to time adopt detailed rules and procedures not inconsistent with this Agreement for the management of the business of the Company.

(j) Right to Rely on Authority of the Representatives. Any action taken by the Representatives in their capacity as such, acting on behalf of the Company pursuant to the authority conferred on them in this Agreement, shall be binding on the Company. In no event shall any Person dealing with the Representatives with respect to the conduct of the affairs of the Company be obligated to ascertain that the terms of this Agreement have been complied with, or be obligated to inquire into the necessity or expediency of any act or action of the Representatives. Every contract, agreement, promissory note or other instrument or document executed by a Representative with respect to any property of the Company or the conduct of its affairs, in his/her capacity as a Representative acting on behalf of the Company pursuant to the authority conferred on him/her in this Agreement, shall be conclusive evidence in favor of any and every Person relying thereon or claiming under this Agreement that (i) at the time of the execution and/or delivery of such instrument or document, this Agreement was in full force and effect, (ii) such instrument or document was duly executed in accordance with the terms and provisions of this Agreement and is binding upon the Company, and (iii) the Representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Company. Nothing set forth in this subsection shall be construed as relieving the Representatives from liability to the Company or the Members for breach of any of the provisions of this Agreement, or for acting or failing to act in such manner as constitutes an exception from indemnification provisions contained in Section 16.

(k) Responsibility of Members and Representatives. No Member or Representative (or their Affiliates) shall have any fiduciary or other duty or responsibility to the Company, or to any other Member or Representative (or their Affiliates), except as expressly provided in this Agreement or for acts or omissions that constitute willful misconduct or constitute an intentional criminal act. No Representative or Alternate shall be liable to the Company or any Member or other Representative or Alternate (or their Affiliates) because of a decision by the Members Committee to have the Company engage in, or not engage in, a particular business, activity or project.

SECTION 14. MEETINGS OF MEMBERS.

(a) Meetings of Members. Meetings of Members for any proper purpose may be called at any time by any Member or Members whose Membership Interest(s) equal or exceed 50% or by the Members Committee. Members may participate in any meeting through the use of telephones, video conference or similar communications equipment by means of which all individuals participating in the meeting can hear and speak to each other, and such participation shall constitute presence in person at the meeting. The Company shall give written notice of the date, time, place and purpose of any

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meeting to all Members at least ten days and not more than 60 days prior to the date fixed for the meeting. Notice may be waived by any Member.

(b) Consent of Members. Any action required or permitted to be taken at any annual or special meeting of Members may be taken by execution of one or more identical written consents without a meeting, without prior notice and without a vote. The written consent shall set forth the action so taken and shall be signed by Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voting. Prompt notice of the taking of action by written consent shall be given to all Members who did not sign the written consent.

SECTION 15. VOTING.

(a) Members. The affirmative vote or written consent of a Majority Interest shall decide all matters properly brought before the Members.

(b) Voting. A Member may vote either in person or by written proxy or consent signed by the Member or by its duly authorized attorney in fact.

(c) Actions Requiring Member Approval. Notwithstanding any other provision of this Agreement, the affirmative vote or written consent of Members whose Membership Interest(s) exceed 50% shall be required to approve the following matters:

(i) The dissolution or winding up of the Company;

(ii) The merger or consolidation of the Company;

(iii) The sale, exchange, mortgage, pledge, encumbrance, lease or other disposition or transfer of all or substantially all of the assets of the Company;

(iv) The declaration of any payment or distributions; and

(v) Amendments to this Agreement.

SECTION 16. LIMITATION OF LIABILITY AND INDEMNIFICATION.

(a) Limitation of Liability. The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member or Representative shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or Representative.

(b) Indemnification. The Company shall indemnify, to the full extent permitted by the laws of the State of Delaware, any Person who was or is a defendant or is threatened to be made a defendant to any threatened, pending or completed

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action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such Person (i) is or was a Member, Representative, Alternate, officer, employee or agent of the Company, or (ii) is or was a Member, Representative, Alternate, officer, employee or agent of the Company and is or was serving at the request of the Company as a Member, Representative, Alternate, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, against expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Person in connection with such action, suit or proceeding, provided that the commission or omission which formed the basis of such action, suit or proceeding does not constitute gross negligence or willful misconduct or constitute an intentional criminal act on the part of such Person. Any repeal, amendment or modification of this Section 16 shall not affect any rights or obligations then existing between the Company and any then incumbent or former Member, Representative, Alternate, officer, employee or agent with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon such state of facts.

(c) Expenses. Expenses incurred by any current or former Member, Representative, Alternate, officer, employee or agent in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding, upon receipt of a written undertaking by or on behalf of the Member, Representative, Alternate, officer, employee or agent to repay such amount if it ultimately shall be determined that the Member, Representative, Alternate, officer, employee or agent is not entitled to be indemnified by the Company as authorized in this Section 16.

(d) Not Exclusive. The indemnification and advancement of expenses mandated or permitted by, or granted pursuant to, this Section 16 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any agreement, contract, vote of Members or disinterested Representatives (or Alternates) or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise both as to action by the Person in an official capacity and as to action in another capacity while holding such office. The provisions of this Section 16 shall not be deemed to preclude the indemnification of any Person who is not specified in subsections (b) and (c) above, but whom the Company has the power or obligation to indemnify under the laws of the State of Delaware or otherwise.

(e) Insurance. The Company may purchase and maintain insurance on behalf of any Person who is or was a Member, Representative, Alternate, officer, employee or agent of the Company, or is or was serving at the request of the Company as a Member, Representative, Alternate, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any liability asserted against and incurred by such Person in any such capacity, or arising out of the Person’s status as such, whether or not the Company would have the power or the obligation to indemnify such Person of the Company against such liability under the provisions of this Section 16.

(f) Continuation. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 16 shall continue as to

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a Person who has ceased to be a Member, Representative, Alternate, officer, employee or agent of the Company and shall inure to the benefit of the heirs, executors and administrators of such Person.

SECTION 17. ASSIGNMENT OF MEMBERSHIP INTERESTS AND NEW MEMBERS.

(a) Assignment. A Membership Interest shall not be assignable in whole or in part, except as expressly provided in this Agreement. An assignment of a Membership Interest shall not entitle the assignee to become or to exercise any rights or powers of a Member until such assignee is admitted as a Member in accordance with this Agreement. An assignment shall entitle the assignee only to receive such distributions, to share in such profits and to receive such allocations of income, gain, loss, deduction, credit, tax preference and similar items to which the assignor was entitled to the extent assigned.

(b) Limitations on Assignment. No Member may assign any Membership Interest (or any portion thereof or interest therein), and no Person shall become a Member, unless in the opinion of counsel selected by or acceptable to the Members Committee, such action will not subject the Company to federal income taxation as an association taxable as a corporation or violate applicable state or federal securities laws. Any attempted action in contravention of this Section 17(b) shall be void and of no force or effect. The Company may redeem the Membership Interest of any Member upon the written consent of all Members, which consent may be granted or withheld in the sole and absolute discretion of each Member whose consent is required hereby, and if there would be only one Member remaining, then, in the sole discretion of the one Member remaining, upon the admission of one or more additional Members.

(c) New Members. A Person, including, without limitation, an assignee of a Membership Interest, shall be admitted as a Member only upon (i) the written consent of all other Members, which consent may be granted or withheld in the sole and absolute discretion of each Member whose consent is required by this Agreement and (ii) the execution by such Person of this Agreement. Until the assignee of a Membership Interest is admitted as a Member, the assignor, subject to the last sentence of Section 17(a), shall continue to be a Member.

SECTION 18. DISSOLUTION.

The Company shall be dissolved and terminated upon the happening of first to occur of any of the following events:

(a) The expiration of the term of the Company;

(b) The approval or written consent of a Majority Interest of the Members for the dissolution or winding up of the Company;

(c) The bankruptcy (as defined in Section 18-304 of the Act) of any Member, unless within 90 days of such occurrence the Company is continued by the written consent of a majority of the other Membership Interests, which consent may be granted or withheld in the sole and

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absolute discretion of each Member whose consent is required hereby, and if there is only one Member remaining, the admission of one or more additional Members. The Company shall automatically continue without any action on the part of the Members upon the withdrawal, resignation, expulsion, bankruptcy (as defined in Section 18-304 of the Act) or dissolution of a Member or other event which terminates the continued membership of a Member until the Company is otherwise dissolved and terminated pursuant to the terms of this Agreement; and

(d) Judicial dissolution pursuant to the Act.

SECTION 19. WINDING UP AND DISTRIBUTION OF ASSETS.

(a) Winding Up. If the Company is dissolved, the Members Committee shall wind up the affairs of the Company.

(b) Distribution of Assets. Upon the winding up of the Company, the Members Committee shall pay or make reasonable provision to pay all claims and obligations of the Company, including all costs and expenses of the liquidation and all contingent, conditional, or unmatured claims and obligations that are known to the Members Committee but for which the identity of the claimant is unknown. If there are sufficient assets, such claims and obligations shall be paid in full and any such provision shall be made in full. If there are insufficient assets, such claims and obligations shall be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of assets available therefor. Any remaining assets shall be distributed as follows:

(i) First, to creditors, including Members in their capacities as creditors, in the order of priority as provided by law; and

(ii) Second, to Members in accordance with their respective positive Capital Accounts, after giving effect to all contributions, distributions and allocations for all periods.

SECTION 20. CONFLICT OF INTEREST.

No Member shall be required to act under this Agreement as its sole and exclusive business activity and any Member may have other business interests and engage in other activities in addition to those relating to the Company. Neither the Company nor any Member shall have any right by virtue of this Agreement in or to any other interests or activities of the others or to the income or proceeds derived therefrom. A Member may transact business with the Company and, subject to applicable laws, has the same rights and obligations with respect thereto as any other Person. No transaction between a Member and the Company shall be voidable solely because a Member has a direct or indirect interest in the transaction if either the transaction is fair and reasonable to the Company or the percentage or number of disinterested Members as required under this Agreement, or applicable law, authorize, approve or ratify the transaction.

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SECTION 21. TAXATION.

(a) Status of the Company. The Members acknowledge that this Agreement creates a partnership for federal and state income tax purposes (and only for such purposes), and hereby agree not to elect to be excluded from the application of Subchapter K of Chapter 1 of Subtitle A of the Code or any similar state statute.

(b) Tax Elections. The Members Committee shall, upon the written request of any Member benefited thereby, cause the Company to file an election under Section 754 of the Code and the Treasury Regulations thereunder to adjust the basis of the Company assets under Section 734(b) or 743(b) of the Code and a corresponding election under the applicable sections of state and local law. The Members Committee shall have the authority to make all other Company elections permitted under the Code, including elections of methods of depreciation; provided, however, that no election shall be made pursuant to Treasury Regulation §301.7701.3(c) to cause the Company to be treated for federal income tax purposes as an association taxable as a corporation without the prior written consent of all Members.

(c) Company Tax Returns. The Members Committee shall cause the necessary federal income and other tax returns and information returns for the Company to be prepared. Each Member shall provide such information, if any, as may be needed by the Company for purposes of preparing such tax returns and information returns. The Members Committee shall deliver to each Member within 90 days after the end of each fiscal year a copy of the federal income tax returns for the Company as filed with the appropriate taxing authorities, and upon the written request of any Member, a copy of any state and local income tax return as filed.

(d) Tax Audits.

(i) Holdings shall be the Company’s tax matters Member (the “Tax Matters Member”) with respect to federal income tax audits. If at any time the Tax Matters Member cannot or elects not to serve as the Tax Matters Member, is removed by the Members as the Tax Matters Member or ceases to be a Member, a Majority Interest shall select another Member to be the Tax Matters Member. The Tax Matters Member, as an authorized representative of the Company, shall direct the defense of any claims made by the IRS to the extent that such claims relate to the adjustment of Company items at the Company level. The Tax Matters Member shall promptly deliver to each Member a copy of any notice of beginning of administrative proceedings or any report explaining the reasons for a proposed adjustment received from the IRS relating to or potentially resulting in an adjustment of Company items. The Tax Matters Member shall, unless a Majority Interest consents to the contrary, diligently and in good faith contest any proposed adjustment of a Company item that principally affects the Members at the administrative and judicial levels, including, if appropriate or if requested by a Majority Interest, appealing any adverse judicial decision, and shall consider in good faith any suggestions made by any Member or its counsel regarding the conduct of such administrative or judicial proceedings. The Tax Matters Member shall keep each Member advised of all material developments with respect to any proposed adjustment that come to its attention, including, without limitation, the scheduling of all conferences and substantive telephone calls with the

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IRS. Each Member shall be entitled, at its own expense, to attend all meetings with the IRS and to review in advance any material written information (including, without limitation, any pleadings, memoranda or similar items) to be submitted to the IRS. Without first obtaining the consent of a Majority Interest, the Tax Matters Member shall not, with respect to any proposed adjustment of a Company item that materially and adversely affects any Member, (A) enter into a settlement agreement that purports to bind Members other than the Tax Matters Member (including, without limitation, any stipulation consenting to an entry of decision by any tax court), or (B) enter into an agreement or stipulation extending the statute of limitations.

(ii) The Company shall promptly deliver to each Member a copy of all notices, communications, reports or writings of any kind with respect to income or similar taxes received from any state or local taxing authority relating to the Company that might materially and adversely affect each Member, and shall keep such Members advised of all material developments with respect to any proposed adjustment of Company items that come to its attention.

(iii) Each Member shall continue to have the rights described in this Section 21(d) with respect to tax matters relating to any period during which it was a Member, whether or not it is a Member at the time of the tax audit or contest.

SECTION 22. NOT A PUBLICLY TRADED PARTNERSHIP.

All interests in the Company have been or will be issued in a transaction or transactions that were not required to be registered under the Securities Act of 1933 (the “1933 Act”), and to the extent such offerings or sales were not required to be registered under the 1933 Act by reason of Regulation S (17 CFR 230.901 through 230.904) or any successor thereto, such offerings or sales would not have been required to be registered under the 1933 Act if the interests so offered or sold had been offered and sold within the United States.

No admission (or purported admission) of a Member, and no transfer (or purported transfer) of all or any part of a Member’s interest in the Company (or any economic interest therein) in the Company, whether to another Member or to a person who is not a Member, shall be effective, and any such admission or transfer (or purported admission or transfer) shall be void ab initio, and no person shall otherwise become a Member if after such admission or transfer (or purported admission or transfer) the Company would have more than 100 Members. For purposes of determining whether the Company will have more than 100 Members, each person indirectly owning an interest in the Company through a partnership (including any entity treated as a partnership for federal income tax purposes), a grantor trust or an S corporation (each such entity a “flow-through entity”) shall be treated as a Member unless the Members Committee determines in its sole and absolute discretion that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Company.

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SECTION 23. MISCELLANEOUS.

(a) Governing Law. This Agreement and any controversies, claims or arbitration under this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law rules.

(b) Binding Effect. Except as otherwise specifically provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their legal representatives, heirs, administrators, executors, successors and assigns.

(c) Pronouns and Number. Wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, the feminine or the neuter gender shall include the masculine, feminine and neuter.

(d) Captions. Captions or section headings contained in this Agreement are inserted only as a matter of convenience and in no way define, limit or extend the scope or intent of this Agreement or any provision of this Agreement.

(e) Enforceability. If any provision of this Agreement, or the application of the provision to any Person or circumstance shall be held invalid, the remainder of this Agreement, or the application of that provision to Persons or circumstances other than those with respect to which it is held invalid, shall not be affected thereby.

(f) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

(g) Notices. Any notices permitted or required under this Agreement shall be deemed to have been given when delivered in person, by courier, by facsimile or three days after being deposited in the United States mail, postage prepaid, and addressed to the President of the Company at the Company’s principal place of business and to the President of any Member at such Member’s address reflected on the books and records of the Company.

(h) Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties with respect to the matters set forth in the Agreement and supersedes all prior understandings or agreements between the parties with respect to such matters. This Agreement, including all Schedules, may only be amended, modified or supplemented by written agreement of all parties to this Agreement.

(i) Single Member LLC. Each of the undersigned acknowledges and agrees that, so long as the Company has less than two (2) Members, certain provisions of this Agreement may be inapplicable in light of the fact that the Company may be disregarded as an entity for federal and state income tax purposes (as determined in good faith by the Members in agreement with the sole Member). In such event

16.

and notwithstanding any provision of this Agreement to the contrary, any such inapplicable provision shall be construed and adhered to in a manner and to the fullest extent that the intent of such provision may be carried out in the context of a single member limited liability company (as determined in good faith by the sole Member).

(j) Further Assurances. The Members shall execute and deliver such further instruments and do such further acts and things as may be required to carry out the intent and purposes of this Agreement. Each Member shall execute all such certificates and other documents and shall do all such filing, recording, publishing, and other acts as the Members Committee deems appropriate to comply with the requirements of law for the formation and operation of the Company and to comply with any laws, rules, and regulations relating to the acquisition, operation, or holding of the property of the Company.

(k) Third Parties. Except as provided in Section 16 (Indemnification), nothing in this Agreement, whether express or implied, shall be construed to give any Person other than a Member or the Company any legal or beneficial or other equitable right, remedy or claim under or in respect of this Agreement, any covenant, condition, provision or agreement contained in this Agreement or the property of Company.

(l) Facsimile Signatures. The facsimile signature of any Representative or Member may be used at all times and for all purposes in place of an original signature.

(m) Reliance upon Books, Reports and Records. Unless he has knowledge concerning the matter in question which makes his reliance unwarranted, each Representative and Member shall, in the performance of his duties under this Agreement, be entitled to rely on information, opinions, reports or statements, including, without limitation, financial statements and other financial data, if prepared or presented by one or more employees of the Company or by legal counsel, accountants or other Persons as to matters such Representative or Member reasonably believes to be within such Person’s professional or expert competence.

(n) Time Periods. In applying any provision of this Agreement which requires that an act be done in or not done in a specified number of days prior to an event or that an act be done during a period of a specified number of days, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

(o) Waiver. No failure by any Representative or Member to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach or any other covenant, duty, agreement or condition.

17.

The undersigned Members have executed this Agreement as of the date first set forth above.

URS HOLDINGS, INC.
By:	/s/ URS Holdings, Inc.

18.

EX-3.75

Exhibit 3.75

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “URS PROFESSIONAL SOLUTIONS LLC” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF FORMATION, FILED THE THIRD DAY OF MARCH, A.D. 1999, AT 11:30 O’CLOCK A.M.

CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “WSMS LLC” TO “WESTINGHOUSE SAFETY MANAGEMENT SOLUTIONS LLC”, FILED THE ELEVENTH DAY OF MARCH, A.D. 1999, AT 4:30 O’CLOCK P.M.

CERTIFICATE OF MERGER, FILED THE TWENTY-SECOND DAY OF MARCH, A.D. 1999, AT 4 O’CLOCK P.M.

CERTIFICATE OF AMENDMENT, FILED THE SECOND DAY OF MAY, A.D. 2000, AT 9 O’CLOCK A.M.

CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “WESTINGHOUSE SAFETY MANAGEMENT SOLUTIONS LLC” TO “WASHINGTON SAFETY MANAGEMENT SOLUTIONS LLC”, FILED THE TWENTY-FIRST DAY OF JANUARY, A.D. 2004, AT 5:08 O’CLOCK P.M.

CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF DECEMBER, A.D. 2008, AT 2:48 O’CLOCK P.M.

		Jeffrey W. Bullock, Secretary of State
3011729    8100H		AUTHENTICATION: 9837040
121019246		DATE: 09-11-12
You may verify this certificate online at corp.delaware.gov/authver.shtml

Delaware	PAGE 2
The First State

CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “WASHINGTON SAFETY MANAGEMENT SOLUTIONS LLC” TO “URS SAFETY MANAGEMENT SOLUTIONS LLC”, FILED THE SIXTH DAY OF MAY, A.D. 2010, AT 11:46 O’CLOCK A.M.

CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “URS SAFETY MANAGEMENT SOLUTIONS LLC” TO “URS PROFESSIONAL SOLUTIONS LLC”, FILED THE TENTH DAY OF AUGUST, A.D. 2012, AT 4:44 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “URS PROFESSIONAL SOLUTIONS LLC”.

		Jeffrey W. Bullock, Secretary of State
3011729    8100H		AUTHENTICATION: 9837040
121019246		DATE: 09-11-12
You may verify this certificate online at corp.delaware.gov/authver.shtml

CERTIFICATE OF FORMATION

Of

WSMS LLC

This Certificate of Formation of WSMS LLC (the “Company”) is being executed by the undersigned for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act.

1. The name of the limited liability company is: WSMS LLC

2. The address of the registered office of the Company in Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The Company’s registered agent at that address is The Corporation Trust Company.

3. The Company shall exist for a period of thirty (30) years from and after the date the Delaware Secretary of State issues a Certificate of Formation, unless dissolved earlier by law.

IN WITNESS WHEREOF, the undersigned, an authorized person of the Company, has caused this Certificate of Formation to be duly executed as of the 1st day of March, 1999.

Jonathan M. Robertson, Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 11:30 AM 03/03/1999

991082150 – 3011729

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF FORMATION

OF

WSMS LLC

It is hereby certified that:

1. The name of the limited liability company (hereinafter called the “limited liability company”) is WSMS LLC.

2. The Certificate of Formation of the limited liability company is hereby amended by striking out Article 1 thereof and by substituting in lieu of said Article 1 the following new Article 1:

“1. The name of the limited liability company is: Westinghouse Safety Management Solutions LLC.”

IN WITNESS WHEREOF, the undersigned, an authorized person of the limited liability company, has caused this Certificate of Amendment of Certificate of Formation to be duly executed as of the 11 day of March, 1999.

Stephen G. Hanks, Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:30 PM 03/11/1999

991096571 – 3011729

CERTIFICATE OF MERGER

MERGING

Westinghouse Safety Management Solutions, Inc., a Delaware corporation

INTO

Westinghouse Safety Management Solution LLC, a Delaware limited liability company

The undersigned limited liability company organized and existing under and by virtue of the Delaware Limited Liability Company Act,

DOES HEREBY CERTIFY:

FIRST: That the name and state of formation of organization of each of the domestic limited liability companies or other business entities which are to merge (the “Constituent Entities”) are as follows:

Name	State of Formation or Organization
Westinghouse Safety Management Solutions, Inc. (the “Corporation”)	Delaware
Westinghouse Safety Management Solutions LLC (the “LLC”)	Delaware

SECOND: That an Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the Constituent Entities in accordance with the requirements of Section 18-209 of the Delaware Limited Liability Company Act and Section 264(c) of the General Corporation Law of the State of Delaware.

THIRD: That the name of the surviving limited liability company of the merger is “Westinghouse Safety Management Solutions LLC”.

FOURTH: That the executed Agreement of Merger is on file at the principal place of business of the surviving domestic limited liability company, the address of which is 1993 South Centennial Avenue SE, Aiken, South Carolina 29803.

FIFTH: That a copy of the Agreement of Merger will be furnished by the surviving domestic liability company, on request and without cost, to any stockholder or member of the Constituent Entities.

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:00 PM 03/22/1999

991110810 – 3011729

IN WITNESS WHEREOF, this Certificate of Merger is hereby executed as of the 22^nd day of March, 1999.

WESTINGHOUSE SAFETY MANAGEMENT SOLUTIONS LLC
By:
Name:	Jonathan M. Robertson
Title:	Assistant Secretary

2

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 05/02/2000

001226460 – 3011729

Certificate of Amendment to Certificate of Formation

of

WESTINGHOUSE SAFETY MANAGEMENT SOLUTIONS LLC

It is hereby certified that:

1. The name of the limited liability company (hereinafter called the “limited liability company”) is Westinghouse Safety Management Solutions LLC.

2. The certificate of formation of the limited liability company is hereby amended as follows

the registered agent for the above limited liability company is Corporation Service Company located at 1013 Centre Road, Wilmington, Delaware 19805.

Executed on 4/18/2000

Richard D. Parry, Assistant Secretary

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:53 PM 01/21/2004

FILED 05:08 PM 01/21/2004

SRV 040044509 – 3011729 FILE

Certificate of Amendment to Certificate of Formation

Of

Westinghouse Safety Management Solutions LLC

It is hereby certified that:

1. The name of the limited liability company (hereinafter called the “limited liability company”) is Westinghouse Safety Management Solutions LLC.

2. The Certificate of Formation of the limited liability company is hereby amended by striking out Article 1 thereof and by substituting in lieu of said Article 1 the following new Article 1:

1. The name of the limited liability company is: Washington Safety Management Solutions LLC.

IN WITNESS WHEREOF, the undersigned, an authorized person of the limited liability company, has caused this Certificate of Amendment of Certificate of Formation to be duly executed as of the 21^st day of January, 2004.

Craig G. Taylor, Authorized Person

State of Delaware

Certificate of Amendment

1. Name of Limited Liability Company: Washington Safety Management Solutions LLC

2. The Certificate of Formation of the limited liability company is hereby amended as follows: the address of its Registered Office in the state of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801. The name of its Registered Agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 19th day of December, 2008.

By:	/S/ Jennifer Shanders
Name:	Jennifer Shanders
	Print or Type
Title:	Authorized Person

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:26 PM 12/22/2008

FILED 02:48 PM 12/22/2008

SRV 081220058 – 3011729 FILE

DE077 - CT System Online

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:59 AM 05/06/2010

FILED 11:46 AM 05/06/2010

SRV 100470091 – 3011729 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

1. Name of Limited Liability Company:

Washington Safety Management Solutions LLC

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

Paragraph 1 of the Certificate of Formation is amended to read: “The name of the limited liability company is URS Safety Management Solutions LLC”.

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 4th day of May, A.D. 2010.

By:
	Authorized Person(s)
Name:	R.J. Hill        Authorized Person
	Print or Type

DE084 - 05/18/2007 C T System Online

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:54 PM 08/10/2012

FILED 04:44 PM 08/10/2012

SRV 120926963 – 3011729 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

1. Name of Limited Liability Company:

URS Safety Management Solutions LLC

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

The name of the limited liability company has been changed to URS Professional Solutions LLC.

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 6th day of August, A.D. 2012.

By:
	Authorized Person(s)
Name:	Jeanne Baughman
	Print or Type

DE084 - 05/18/2007 C T System Online

EX-3.76

Exhibit 3.76

FIFTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

URS PROFESSIONAL SOLUTIONS LLC

Dated as of

August 10, 2012

TABLE OF CONTENTS

		Page
Article 1. Organization			1
1.1	Formation of the Company; Term		1
1.2	Name		1
1.3	Purpose of the Company		1
1.4	Principal Place of Business, Office and Agent		1
1.5	Fictitious Business Name Statement; Other Certificates		1
1.6	FOCI and National Security Issues		2
1.7	Ratification of Prior Actions		2
Article 2. Definitions			2
Article 3. Capitalization; Economics			3
3.1	Capital		3
3.2	Capital Accounts; Allocations		3
3.3	Interest		3
3.4	Distributions		3
Article 4. Management			3
4.1	Management by the Board of Directors and Officers		3
4.2	Board of Directors		3
4.3	Authority and Power of the Board		4
4.4	Board Meetings		4
4.5	Committees		5
4.6	Officers of the Company		6
4.7	Duties of the Officers		6
Article 5. Standard of Care; Indemnification			6
5.1	Standard of Care		6
5.2	Right to Indemnity		7
5.3	Board Determination		8
5.4	Advancement of Expenses		8
5.5	Other Rights to Indemnity or Reimbursement; Survival		8
5.6	Indemnification of Employees and Agents		8
5.7	Savings Clause		8
5.8	Insurance		8
Article 6. Dissolution and Final Liquidation			9
6.1	Dissolution		9
6.2	Winding Up		9
6.3	Distribution of Assets		9
Article 7. General			9
7.1	Governing Law		9
7.2	Construction		9

i

FIFTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF URS PROFESSIONAL SOLUTIONS LLC

This declaration is the Fifth Amended and Restated Limited Liability Company Agreement (the “Agreement”), dated as of August 10, 2012, made by URS Energy & Construction, Inc., an Ohio corporation, the sole Member of the limited liability company referred to in this Agreement. Unless the context otherwise requires, terms that are capitalized and not otherwise defined in context have the meanings set forth or cross referenced in Article 2 of this Agreement.

Article 1. Organization

1.1 Formation of the Company; Term. The Company is a limited liability company under the Act, governed by this Agreement. The Company is an entity separate from its sole Member, created by the execution and filing with the Secretary of State of Delaware of the Certificate of Formation of WSMS LLC on March 11, 1999 (which subsequently changed its name by amendment to such certificate to Westinghouse Safety Management Solutions LLC). Unless sooner dissolved and liquidated in accordance with Article 6, the Company is to continue in perpetuity. This Agreement amends and restates in its entirety the fourth Amended and Restated Limited Liability Company Agreement, dated March 25, 2011, which in turn had amended the third Amended and Restated Limited Liability Company Agreement, dated July 4, 2009, which in turn had amended the second Amended and Restated Limited Liability Company Agreement, dated January 21, 2004, which in turn had amended and restated the first Amended and Restated Limited Liability Company Agreement, dated March 24, 1999 which, in turn, had amended and restated in its entirety the Limited Liability Company Agreement, dated as of March 19, 1999, previously adopted by the Member.

1.2 Name. The name of the Company is: URS Professional Solutions LLC.

1.3 Purpose of the Company. The purpose of the Company is to engage in any lawful act or activity for which limited liability companies may be organized under the Act.

1.4 Principal Place of Business, Office and Agent. The principal place of business and mailing address of the Company, and the office where the records required by the Act are kept, is 2131 South Centennial Avenue, Aiken, South Carolina 29803, or at such other location selected, from time to time, by the Board. The registered office of the Company in Delaware is at the office of the statutory agent of the Company in Delaware. The statutory agent of the Company in Delaware is Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. The Board may, from time to time, change the statutory agent or the principal place of business of the Company, without reflecting the change in this Agreement.

1.5 Fictitious Business Name Statement; Other Certificates. The Officers will, from time to time, register the Company as a foreign limited liability company and file fictitious or trade name statements or certificates in those jurisdictions and offices as the Officers consider necessary or

appropriate. The Company may do business under any fictitious business names approved by the Board. The Officers will, from time to time, file or cause to be filed certificates of amendment, certificates of cancellation, or other certificates as the Officers reasonably consider necessary or appropriate under the Act or under the law of any jurisdiction in which the Company is doing business to establish and continue the Company as a limited liability company or to protect the limited liability of the Member.

1.6 FOCI and National Security Issues. The Company shall: (i) take all actions necessary to obtain and maintain authorization to possess U.S. Government classified and sensitive unclassified information and (ii) comply with all laws, regulations, directives and orders governing access to, the handling of, and the dissemination of U.S. Government-designated security or protected information (whether classified information, sensitive or controlled unclassified information, or U.S. export controlled information).

1.7 Ratification of Prior Actions. All prior actions taken on behalf of the Company pursuant to any preceding limited liability company agreement or otherwise by any Member or Officer or any other person who at the time in question was acting as a manager or other representative of the Company are hereby ratified and confirmed.

Article 2. Definitions

Act means the Delaware Limited Liability Company Act, Delaware Code Title 6, Chapter 18 (Sections 18-101, et seq.), as amended from time to time. Any reference to the Act automatically includes a reference to any subsequent or successor limited liability company law in Delaware.

Affiliate means, with respect to any Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with the specified person. A Person controls another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the “controlled” Person, whether through ownership of voting securities, by contract, or otherwise. Affiliate also includes any Person who is related by blood or marriage to the Person in question.

Agreement means this Agreement as amended from time to time.

Board or Board of Directors means the Board of Directors created under Article 4.

Company means URS Professional Solutions LLC.

Director means any Director of the Company as appointed as provided in Article 4.

Fiscal Year means the fiscal year of the Company as determined from time to time, and, initially, means a fiscal year ending on the Friday closest to December 31; provided that the Member, subject to applicable tax law, may change the Fiscal Year at its election at any time.

Member means URS Energy & Construction, Inc., an Ohio corporation.

2

Officer or Officers means any Officer or Officers appointed as provided in Article 4.

Person or person means any natural person, partnership (whether general or limited or whether domestic or foreign), limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or representative capacity.

Subsidiary means any entity with respect to which, and at the time in question, either (a) the Company owns more than 50% of the equity or other ownership interests, or (b) the Company has the right to appoint or elect a majority of the board of directors or similar governing body.

Article 3. Capitalization; Economics

3.1 Capital. The Member will contribute $100 to the capital of the Company. The Member shall have no further obligation to make additional capital contributions to the Company.

3.2 Capital Accounts; Allocations. Capital accounts described in Treasury Regulations’ 1.704-1(b), as promulgated pursuant to Internal Revenue Code section 704, shall be established and maintained in accordance with said regulations. All items of income, gain, loss and deduction will be allocated to the Member. The Member or its designee will keep a record of the Member’s contributions to the Company, the Company’s income, gains, losses and deductions, and its distributions to the Member.

3.3 Interest. The Member is not to be paid interest on its capital contribution(s) to the Company.

3.4 Distributions. Prior to the winding-up and liquidation of the Company, the Board may, in its sole discretion, cause the Company to make distributions of cash or other property to the Member. Upon winding up and liquidation of the Company, all assets of the Company shall be distributed in the manner and in the order of priority as provided in the Act.

Article 4. Management

4.1 Management by Board of Directors and Officers. The Company shall be managed by a Board of Directors and by Officers appointed by the Board. For purposes of the Act, the Directors shall be the managers of the Company.

4.2 Board of Directors.

(a) The Company has a Board of Directors which shall be composed of five Directors appointed by the Member. One of the Directors appointed by the Member shall be designated by the Member as the Chairman of the Board.

(b) Each Director will serve for a term of one year; provided that the Member may remove any Director appointed at any time by written notice to the Company. Any Director may resign at any time by delivering written notice to the Company.

3

(c) In the event of the death, resignation or removal of any Director, the Member will nominate a replacement Director to serve out the remainder of the former Director’s term. Any Director may be renominated to one or more additional terms. As of the date of this Agreement, the Directors shall be as follows:

David Pethick, Chair

Ken Harbor

David Hollan

E. P. Rahe, Jr.

James N. Taylor

(d) No Director shall be compensated for his or her services as such, provided that all Directors will be reimbursed for all reasonable expenses incurred in connection with attending meetings of the Board.

4.3 Authority and Power of the Board. The powers of the Company shall be exercised by or under the authority of the Board and the business and affairs of the Company shall be managed under the Board’s direction. In addition to the powers and authority conferred upon by the Board by this Agreement, the Board may exercise all such powers of the Company and do all such lawful acts and things as are not by law, the Certificate of Formation or this Agreement directed or required to be exercised or done by the Member. No Director shall have the power or authority to act on behalf of the Company except as an agent to carry out actions authorized by the Board in accordance with Section 4.4(f).

4.4 Board Meetings.

(a) Notices of Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as may be fixed by the Board of Directors (with notice of such time and place sent to all Directors once fixed), and may be held without further notice.

(b) Notices of Special Meetings. Special meetings of the Board may be called by any member of the Board. Notice of the time and place of a special meeting of the Board shall be effective (i) if delivered to each member of the Board by hand, telecopy or telex at least 48 hours prior to the time of such meeting, (ii) if placed in the mail addressed to each member of the Board with proper first class postage prepaid, at least ten (10) business days prior to the date of such special meeting, or (iii) if telephoned to each member of the Board at least 48 hours prior to the date of such special meeting. Notices of special meetings of the Board shall identify the purpose of the special meeting or the business to be transacted at the special meeting. The failure to specifically identify an action to be taken or business to be transacted shall not invalidate any action taken or any business transacted at a special meeting.

(c) Location of Board Meetings. Board meetings may be held at any location; provided, however, that Directors may participate in a meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in the

4

meeting can hear each other and such participation in a meeting shall constitute presence in person at the meeting.

(d) Waiver of Notice of Meeting. Whenever notice of a Board meeting is required to be given under this Agreement, a written waiver of notice, signed by the Director entitled to notice, whether before or after the time of the meeting, is equivalent to notice. A Director’s attendance at a meeting is a waiver of notice of that meeting, unless the Director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

(e) Quorum for Board Meetings. A majority of the Directors is a quorum for the transaction of business at a meeting of the Board.

(f) Required Vote. The vote of at least a majority of the Directors on the Board is approval by, or the authorization of, the Board. Unless otherwise specifically provided in this Agreement, no Director on the Board shall be disqualified from acting on any matter because the person that nominated him is interested in the matter to be acted upon by the Board.

(g) Voting; Proxies. Each Director on the Board shall have one vote. A Director on the Board has the power to authorize another person to vote on behalf of the Director, either by proxy or by other power of attorney.

(h) Written Actions of the Board. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if those Directors whose vote would be sufficient to take the action at a meeting consent thereto in writing.

4.5 Committees.

(a) Committees of the Board. The Board may designate one or more committees. Each committee shall be composed of such number of Directors, not less than two, as the Board may determine. Any committee, to the extent provided by this Agreement or by the Board may have and may exercise all of the power and authority granted to the Board under Section 4.3. All the provisions of this Agreement shall apply to committees of the Board, except that special meetings of a committee may be called by any member of such committee and the chairman of any committee shall preside at meetings of such committee. A vote of at least a majority of the members of a committee shall constitute approval by, or the authorization of, any committee.

5

4.6 Officers of the Company. The Officers of the Company as of the date of this Agreement are:

President	J. G. Angelos
Senior Vice President, Business Development	P. C. Harper
Senior Vice President, Nuclear Safety	F. R. McCoy
Senior Vice President, Consulting Services	G. Stephens
Vice President, Engineering Services	M. J. Reibold
Vice President, Project Director, PDCF	M. W. Barlow
Vice President and Treasurer	J. L. Rodgers
Vice President & Assistant Secretary	R. J. Hill
Vice President	R. N. Brimhall
Vice President	J. K. Lemon
Secretary, General Counsel & Technology Control Officer	J. J. Bair
Assistant Secretary	M. W. A. Alan
Assistant Secretary	J. C. Baughman
Assistant Secretary	D. Rice
Assistant Treasurer	L. H. Ross
Facility Security Officer	P. M. Greenaway
I.T. Network Manager	G. A. Bevirt

The Company may have such additional Officers as are appointed, from time to time, by the Board. From time to time, the Board may establish, increase, reduce or otherwise modify responsibilities for the Officers or may create or eliminate offices as the Board considers appropriate. Any Officer may be removed at any time by the Board. The Officers of the Company have the authority, responsibilities and duties as are customary for officers holding similar positions with respect to businesses conducted in corporate form and such additional authority, responsibilities and duties as the Board may determine, from time to time. Any number of offices may be held by the same person. Each Officer holds office until his successor is appointed or elected or until his earlier resignation or removal. Any Officer may resign at any time upon written notice to the Company.

4.7 Duties of the Officers. In addition to obligations imposed by other provisions of this Agreement, each Officer will devote to the Company such time as is reasonably necessary and his best efforts to carry out the business of the Company and to accomplish its purposes.

5. STANDARD OF CARE; INDEMNIFICATION

5.1 Standard of Care.

(a) Any Member or any director, trustee or officer of any Member serving on behalf of the Company, and any Director, Officer or employee of the Company in the performance of his, her or its duties, is entitled to rely in good faith on information, opinions, reports or statements presented to the Company by any of its other Members, Directors, Officers, employees or committees of the Company, or by any other Person, as to matters the Member or any director,

6

trustee or officer of any Member serving on behalf of the Company, and any Director, Officer or employee of the Company reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Company or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid.

(b) Each Director will perform his duties as Director in good faith, in a manner he reasonably believes to be in the best interests of the Company, and with the care that an ordinarily prudent person in a similar position would use under similar circumstances.

(c) A Director cannot be found to have violated Section 5.1(b) unless it is proved, by clear and convincing evidence, in an action brought against the director, that he has not met the standard of Section 5.1(b).

(d) A Director is liable in damages for any action that he takes or fails to take as a director only if it is proved by clear and convincing evidence, that his action or failure to act involved (i) an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company, (ii) acts or omissions not in good faith or which involved intentional misconduct or knowing violation of the law, or (iii) any transaction from which the Director derived an improper personal benefit.

5.2 Right to Indemnity. If any Member or assignee or any trustee, director, officer, partner, member, or director of any Member or assignee serving on behalf of the Company or any Director or Officer of the Company (an “Indemnitee”) was or is a party or is threatened to be made a party in any threatened, pending or completed action, suit, proceeding or investigation involving a cause of action or alleged cause of action for damages or other relief arising from or related to the business or affairs of the Company, the Company (but without recourse to the separate assets of the Member or any assignee) shall indemnify the Indemnitee against all losses, costs and expenses, including judgments and amounts paid in settlement and attorney’s fees actually and reasonably incurred by the Indemnitee in connection with the action, suit, proceeding or investigation, so long as the Indemnitee (whether or not a Director) has performed his, her or its duties in good faith, in a manner he, she or it reasonably believes to be in the best interests of the Company, and with the care that an ordinarily prudent person in a similar position would use under similar circumstances and, with respect to any criminal action, proceeding or investigation, that she, he, or it had reasonable cause to believe his, hers or its conduct was not unlawful. The termination of any action, suit, proceeding or investigation by judgment, order, settlement or conviction upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that an Indemnitee did not act in good faith and in a manner she, he, or it reasonably believed to be in the best interests of the Company and with the care that an ordinarily prudent person in a like position would use under similar circumstances and, with respect to any criminal action, proceeding or investigation, that she, he, or it had reasonable cause to believe his, hers or its conduct was not unlawful.

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5.3 Board Determination. Unless indemnification is ordered by a court, the determination for purposes of Section 5.2 whether an Indemnitee met the standard set forth in this Agreement shall be made in the specific case by the Board.

5.4 Advancement of Expenses. Expenses, including attorneys’ fees, incurred by any Indemnitee (other than any employee or agent of the Company who is not an officer of the Company) in defending any action, suit, proceeding or investigation shall be paid by the Company as they are incurred, in advance of the final disposition of the action, suit, proceeding or investigation, upon the terms and conditions as the Board shall determine. Reasonable expenses, including court costs and attorney’s fees, of the type referred to above in this Section 5.4 incurred by an employee or agent of the Company who is not also an officer of the Company may be so paid in the discretion of the Board upon such terms and conditions, if any, as the Board deems appropriate.

5.5 Other Rights to Indemnity or Reimbursement; Survival. Notwithstanding the foregoing, indemnification under this Article 5 shall be provided only with respect to losses, costs, expenses, judgments and amounts which otherwise are not compensated for by insurance carried for the benefit of the Company. Any indemnification pursuant to this Agreement shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any rule of law (whether common law or statutory), agreement or arrangement, whether as to action in an official capacity or as to action in another capacity while holding such position or while employed by or acting as agent for the Company, and shall continue as to an Indemnitee who has ceased to serve in any capacity on behalf of the Company and shall inure to the benefit of the heirs, successors, executors and administrators of the Indemnitee.

5.6 Indemnification of Employees and Agents. The Company may indemnify any employee or agent of the Company and any employee or Affiliate of any Member serving on behalf of the Company upon such terms and conditions, if any, as the Board considers appropriate.

5.7 Insurance. The Company may purchase and maintain insurance on behalf of any Person who is or was or has agreed to become a member of the Board, or any board of directors or managers of any Subsidiary, against any liability asserted against him and incurred by him or on his behalf in any capacity, or arising out of his status as a Board member or in another capacity, whether or not the Company would have the power to indemnify him against the liability under the provisions of this Agreement, so long as the insurance is available on acceptable terms as determined by the Board.

5.8 Savings Clause. If this Article 5 or any portion of this Article shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each Indemnitee as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, including any action by or in the right of the Company, to the full extent permitted by any applicable portion of this Article that shall not have been invalidated and to the fullest extent permitted by applicable law.

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Article 6. Dissolution and Final Liquidation

6.1 Dissolution. Notwithstanding the retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company, the term of the Company shall continue from the date of its formation in perpetuity, unless earlier dissolved on the earliest to occur of:

(a) An election to dissolve the Company made by written consent of the Member; or

(b) The entry of a decree of judicial dissolution under the Act.

6.2 Winding Up. On the dissolution of the Company, the Company’s affairs shall be wound up as soon as reasonably practicable. The winding up shall be accomplished by the Board.

6.3 Distribution of Assets. On the winding up of the Company, its assets shall be applied in the manner, and in the order of priority, provided for in the Act.

Article 7. General

7.1 Governing Law. This agreement is governed by and is to be construed under the laws of Delaware, without giving effect to its rules of conflicts of laws.

7.2 Construction. The headings contained in this Agreement are for reference purposes only and do not affect the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, include all other genders. Unless otherwise specifically stated, references to Sections or Articles refer to the Sections and Articles of this Agreement.

IN WITNESS WHEREOF, the Member has caused this Agreement to be executed by its duly authorized officer to be effective for all purposes as of August 10, 2012, as permitted by Section 201(d) of the Act.

URS ENERGY & CONSTRUCTION, INC.
By:
Name:	Randolph J. Hill
Title:	Senior Vice President, Legal

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EX-5.1

Exhibit 5.1

	355 South Grand Avenue Los Angeles, California 90071-1560 Tel: +1.213.485.1234 Fax: +1.213.891.8763 www.lw.com
	FIRM /AFFILIATE OFFICES
June 25, 2013	Abu Dhabi Barcelona Beijing Boston Brussels Chicago Doha Dubai Frankfurt Hamburg Hong Kong Houston London Los Angeles Madrid Milan	Moscow Munich New Jersey New York Orange County Paris Riyadh Rome San Diego San Francisco Shanghai Silicon Valley Singapore Tokyo Washington, D.C.

URS Corporation

600 Montgomery Street, 26th Floor

San Francisco, California 94111-2728

Re: Amendment No. 1 to Registration Statement on Form S-4 (Registration No. 333-187968); Exchange Offer for up to $400,000,000 in Aggregate Principal Amount of 3.850% Senior Notes Due 2017 and up to $600,000,000 in Aggregate Principal Amount of 5.000% Senior Notes Due 2022 of URS Corporation and URS Fox US LP

Ladies and Gentlemen:

We have acted as special counsel to URS Corporation, a Delaware corporation (“Parent”), URS Fox US LP, a Delaware limited partnership (the “Co-Issuer,” and, together with Parent, the “Issuers”), and each entity listed on Schedule I hereto (the “Guarantors”) in connection with the issuance of up to $400,000,000 in aggregate principal amount of the Issuers’ 3.850% Senior Notes due 2017 and up to $600,000,000 in aggregate principal amount of the Issuers’ 5.000% Senior Notes due 2022 (collectively, the “Exchange Notes”) and the guarantees of the Exchange Notes (the “Guarantees”) by each of the Guarantors, under an indenture, dated as of March 15, 2012 (the “Base Indenture”), among the Issuers and U.S. Bank National Association, as trustee (the “Trustee”), supplemental indentures to the Base Indenture (the “Supplemental Indentures,” and, together with the Base Indenture, the “Indenture”), among the Issuers, the guarantors party thereto and the Trustee, and under a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on April 17, 2013, as amended by an amendment filed with the Commission on June 25, 2013 (the “Registration Statement”). The Exchange Notes and the Guarantees will be issued in exchange for the Issuers’ outstanding 3.850% Senior Notes due 2017 and 5.000% Senior Notes due 2022 (collectively, the “Private Notes”), as applicable, and the related guarantees, on the terms set forth in the prospectus contained in the Registration Statement (the “Prospectus”). This opinion is being furnished in

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connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or Prospectus, other than as expressly stated herein with respect to the issue of the Exchange Notes and Guarantees. For purposes of this opinion, the New York Entity refers to URS Corporation – New York, a New York corporation, the Delaware Corporations refer to the Parent, URS Group, Inc., URS Holdings, Inc., Lear Siegler Logistics International, Inc., URS Federal Services, Inc., URS Federal Services International, Inc., URS Federal Support Services, Inc., URS Federal Technical Services, Inc., Rust Constructors Inc., Cleveland Wrecking Company, Signet Testing Laboratories, Inc., URS Operating Services, Inc., URS E&C Holdings, Inc. and URS International, Inc., the Delaware LLC’s refer to Washington Demilitarization Company, LLC, Washington Government Environmental Services Company LLC, URS Nuclear LLC, URS Resources, LLC and URS Professional Solutions LLC, and the California Entities refer to URS Corporation Southern and Aman Environmental Construction, Inc.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Issuers, the Guarantors and others as to factual matters without having independently verified such factual matters. We are opining herein as to (a) the internal laws of the State of New York, including, with respect to the New York Entity, the New York Business Corporations Law, (b) with respect to the Delaware Corporations, the Delaware General Corporation Law, (c) with respect to the Delaware LLC’s, the Delaware Limited Liability Company Act, (d) with respect to the Co-Issuer, the Delaware Revised Uniform Limited Partnership Act, and (e) with respect to the California Entities, the California Corporations Code and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of New York, Delaware and California, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Exchange Notes have been duly executed, issued and authenticated in accordance with the terms of the Indenture and delivered in exchange for the Private Notes in the circumstances contemplated by the Registration Statement and Prospectus, the Exchange Notes and the Guarantees will be legally valid and binding obligations of the Issuers and the Guarantors, respectively, enforceable against the Issuers and the Guarantors in accordance with their respective terms.

Our opinion is subject to: (i) the effect of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought; (iii) the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy; and (iv) that we express no opinion as to (a) any provision for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty, (b) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies or judicial relief, (c) the waiver of rights or defenses contained in Section 6.4 of the Indenture, (d) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy, (e) any provision permitting, upon acceleration of the Exchange Notes, collection of that portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon, (f) provisions purporting to make a guarantor primarily liable rather than as a surety and provisions purporting to waive modifications of any guaranteed obligation to the extent such modification constitutes a novation, (g) advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes of limitation, trial by jury or at law, or other procedural rights, (h) waivers of broadly or vaguely stated rights, (i) covenants not to compete, (j) provisions for exclusivity, election or cumulation of rights or remedies, (k) provisions

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authorizing or validating conclusive or discretionary determinations, (l) grants of setoff rights, (m) proxies, powers and trusts, (n) provisions prohibiting, restricting, or requiring consent to assignment or transfer of any right or property, and (o) the severability, if invalid, of provisions to the foregoing effect. We express no opinion or confirmation as to federal or state securities laws, tax laws, antitrust or trade regulation laws, insolvency or fraudulent transfer laws, antifraud laws, compliance with fiduciary duty requirements, pension or employee benefit laws, usury laws, environmental laws, margin regulations, FINRA rules or stock exchange rules (without limiting other laws excluded by customary practice).

With your consent, we have assumed (a) that the Indenture, the Exchange Notes and the Guarantees (collectively, the “Documents”) have been duly authorized, executed and delivered by the parties thereto other than the Issuers, the Delaware Corporations other than the Parent, the Delaware LLC’s, the California Entities and the New York Entity, which matters have been separately addressed in the opinions of Patton Boggs, LLP, Anchorage, Alaska; in-house counsel of URS Corporation; Cozen O’Connor, P.C., Miami, Florida; Dickinson Wright PLLC, Detroit, Michigan; Parsons Behle & Latimer PLC, Salt Lake City, Utah; Smith Moore Leatherwood LLP, Raleigh, North Carolina; in-house counsel of URS Corporation; and Smith Moore Leatherwood LLP, Greenville, South Carolina, (b) that the Documents constitute legally valid and binding obligations of the parties thereto other than the Issuers and each of the Guarantors, enforceable against each of them in accordance with their respective terms, and (c) that the status of the Documents as legally valid and binding obligations of the parties is not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders or (iii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Latham & Watkins LLP

Page 4

SCHEDULE I

Guarantors

1.      Aman Environmental Construction, Inc., a California corporation

2.      B.P. Barber & Associates, Inc., a South Carolina corporation

3.      Cleveland Wrecking Company, a Delaware corporation

4.      E.C. Driver & Associates, Inc., a Florida corporation

5.      EG&G Defense Materials, Inc., a Utah corporation

6.      ForeRunner Corporation, a Colorado corporation

7.      Lear Siegler Logistics International, Inc., a Delaware corporation

8.      Rust Constructors Inc., a Delaware corporation

9.      Signet Testing Laboratories, Inc., a Delaware corporation

10.    URS Alaska, LLC, an Alaska limited liability company

11.    URS Construction Services, Inc., a Florida corporation

12.    URS Corporation, a Nevada corporation

13.    URS Corporation – New York, a New York corporation

14.    URS Corporation – North Carolina, a North Carolina corporation

15.    URS Corporation – Ohio, an Ohio corporation

16.    URS Corporation Great Lakes, a Michigan corporation

17.    URS Corporation Southern, a California corporation

18.    URS E&C Holdings, Inc., a Delaware corporation

19.    URS Energy & Construction, Inc., an Ohio corporation

20.    URS Federal Services International, Inc., a Delaware corporation

21.    URS Federal Services, Inc., a Delaware corporation

22.    URS Federal Support Services, Inc., a Delaware corporation

23.    URS Federal Technical Services, Inc., a Delaware corporation

24.    URS Global Holdings, Inc., a Nevada corporation

25.    URS Group, Inc., a Delaware corporation

26.    URS Holdings, Inc., a Delaware corporation

27.    URS International, Inc., a Delaware corporation

28.    URS International Projects, Inc., a Nevada corporation

29.    URS Nuclear LLC, a Delaware limited liability company

30.    URS Operating Services, Inc., a Delaware corporation

31.    URS Professional Solutions LLC, a Delaware limited liability company

32.    URS Resources, LLC, a Delaware limited liability company

33.    Washington Demilitarization Company, LLC, a Delaware limited liability company

34.    Washington Government Environmental Services Company LLC, a Delaware limited liability Company

35.    Washington Ohio Services LLC, a Nevada limited liability company

36.    WGI Global Inc., a Nevada corporation

EX-5.2

Exhibit 5.2

June 25, 2013 Walter T. Featherly (907) 263-6395 wfeatherly@pattonboggs.com

URS Corporation

600 Montgomery Street, 26th Floor

San Francisco, California 94111-2728

Re: Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-187968);

Exchange Offer for up to $400,000,000 in Aggregate Principal Amount of 3.850% Senior

Notes Due 2017 and up to $600,000,000 in Aggregate Principal Amount of 5.000%

Senior Notes Due 2022 of URS Corporation and URS Fox US LP

Ladies and Gentlemen:

We have acted as counsel to URS Alaska, LLC (“URS Alaska”), an Alaska limited liability company and subsidiary of URS Corporation, a Delaware corporation (the “Parent”), in connection with the issuance of up to $400,000,000 aggregate principal amount of the 3.850% Senior Notes due 2017 and up to $600,000,000 in aggregate principal amount of the 5.000% Senior Notes due 2022 (collectively, the “Exchange Notes”) of Parent and URS Fox US LP, a Delaware limited partnership (together with the Parent, the “Issuers”), and the guarantees of the Exchange Notes by each of the guarantors included within the Indenture (as defined below) (the “Guarantees”), including the guarantee of URS Alaska (the “URS Alaska Guarantee”), party to a base indenture, dated as of March 15, 2012, among the Issuers and U.S. Bank National Association, as trustee, supplemental indentures thereto, among the Issuers, the guarantors party thereto and U.S. Bank National Association, as trustee (together with the base indenture, the “Indenture”), and a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission on April 17, 2013, as amended by Amendment No. 1 filed with the Securities and Exchange Commission on June 25, 2013 (the “Registration Statement”). The Exchange Notes and the Guarantees will be issued in exchange for the Issuers’ outstanding 3.850% Senior Notes due 2017 and 5.000% Senior Notes due 2022, as applicable, and the related guarantees, on the terms set forth in the prospectus contained in the Registration Statement (the “Prospectus”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or Prospectus, other than as expressly stated herein with respect to the issue of the Exchange Notes and Guarantees.

URS Corporation

June 25, 2013

Page 2

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Issuers, the guarantors and others as to factual matters without having independently verified such factual matters. We are opining herein as to the internal laws of the State of Alaska and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within any state. In rendering this opinion, except for the specific opinions covered by this opinion, we have relied upon the opinion issued on June 25, 2013, by Latham & Watkins LLP to you as of such date.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:

1. URS Alaska is a limited liability company duly organized under the laws of the State of Alaska.

2. The URS Alaska Guarantee and the Indenture have been executed and delivered by URS Alaska and the issuance of the URS Alaska Guarantee has been duly authorized by all necessary limited liability company action of URS Alaska.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and Latham & Watkins LLP in its rendering of its opinion to you dated June 25, 2013, and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ PATTON BOGGS LLP

Walter T. Featherly, Esq.

WTF/crk

EX-5.3

Exhibit 5.3

June 25, 2013

URS Corporation

600 Montgomery Street, 26th Floor

San Francisco, California 94111-2728

Re: Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-187968); Exchange Offer for up to $400,000,000 in Aggregate Principal Amount of 3.850% Senior Notes Due 2017 and up to $600,000,000 in Aggregate Principal Amount of 5.000% Senior Notes Due 2022 of URS Corporation and URS Fox US LP

Dear Ladies and Gentlemen:

We have acted as counsel to Forerunner Corporation, a Colorado corporation and subsidiary of URS Corporation, a Delaware corporation (the “Parent”), in connection with the issuance of up to $400,000,000 aggregate principal amount of the 3.850% Senior Notes due 2017 and up to $600,000,000 in aggregate principal amount of the 5.000% Senior Notes due 2022 (collectively, the “Exchange Notes”) of Parent and URS Fox US LP, a Delaware limited partnership (together with the Parent, the “Issuers”), and the guarantees of the Exchange Notes by each of the guarantors (the “Guarantees”), including the guarantee of Forerunner Corporation (the “Forerunner Guarantee”), party to a base indenture, dated as of March 15, 2012, among the Issuers and U.S. Bank National Association, as trustee, supplemental indentures thereto, among the Issuers, the guarantors party thereto and U.S. Bank National Association, as trustee (together with the base indenture, the “Indenture”), and a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission on April 17, 2013, as amended by Amendment No. 1 filed with the Securities and Exchange Commission on June 25, 2013 (the “Registration Statement”). The Exchange Notes and the Guarantees will be issued in exchange for the Issuers’ outstanding 3.850% Senior Notes due 2017 and 5.000% Senior Notes due 2022, as applicable, and the related guarantees, on the terms set forth in the prospectus contained in the Registration Statement (the “Prospectus”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or Prospectus, other than as expressly stated herein with respect to the issue of the Exchange Notes and Guarantees.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Issuers, the guarantors and others as to factual matters without having independently verified such factual matters. We are opining herein as to the internal laws of the State of Colorado, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within any state. In rendering this opinion, except for the specific opinions covered by this opinion, we have relied upon the opinion issued on June 25, 2013 by Latham & Watkins LLP to you as of such date.

URS Corporation

4905 Dickens Road

Suite 106

Richmond, VA 23230

Tel: 804.474.5431

Fax: 804.282.5302

www.urscorp.com

Page 2 of 2

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:

1. Forerunner Corporation is a corporation duly organized under Colorado law.

2. The Forerunner Corporation Guarantee and the Indenture have been executed and delivered by Forerunner Corporation, and the issuance of the Forerunner Corporation Guarantee has been duly authorized by all necessary corporate action of Forerunner Corporation.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and Latham & Watkins LLP, in its rendering of its opinion to you dated June 25, 2013, and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder.

Sincerely,

/s/ URS Corporation

Lusanna J. Ro

Regional Counsel

EX-5.4

Exhibit 5.4

June 25, 2013

URS Corporation

600 Montgomery Street, 26th Floor

San Francisco, California 94111-2728

Re: Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-187968); Exchange Offer for up to $400,000,000 in Aggregate Principal Amount of 3.850% Senior Notes Due 2017 and up to $600,000,000 in Aggregate Principal Amount of 5.000% Senior Notes Due 2022 of URS Corporation and URS Fox US LP

Ladies and Gentlemen:

We have acted as counsel to E.C. Driver & Associates, Inc., a Florida corporation (“E.C. Driver”) and subsidiary of URS Corporation, a Delaware corporation (the “Parent”), in connection with the issuance of up to $400,000,000 aggregate principal amount of the 3.850% Senior Notes due 2017 and up to $600,000,000 in aggregate principal amount of the 5.000% Senior Notes due 2022 (collectively, the “Exchange Notes”) of Parent and URS Fox US LP, a Delaware limited partnership (together with the Parent, the “Issuers”), and the guarantees of the Exchange Notes by each of the guarantors (the “Guarantees”), including the guarantee of E.C. Driver (the “E.C. Driver Guarantee”), party to a base indenture, dated as of March 15, 2012, among the Issuers and U.S. Bank National Association, as trustee, supplemental indentures thereto, among the Issuers, the guarantors party thereto and U.S. Bank National Association, as trustee (together with the base indenture, the “Indenture”), and a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission on April 17, 2013, as amended by Amendment No. 1 filed with the Securities and Exchange Commission on June 25, 2013 (the “Registration Statement”). The Exchange Notes and the Guarantees will be issued in exchange for the Issuers’ outstanding 3.850% Senior Notes due 2017 and 5.000% Senior Notes due 2022, as applicable, and the related guarantees, on the terms set forth in the prospectus contained in the Registration Statement (the “Prospectus”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or Prospectus, other than as expressly stated herein with respect to the issue of the Exchange Notes and Guarantees.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Issuers, the guarantors and others as to factual matters without having independently verified such factual matters. As to certain matters of fact that are material to our opinions, we have also examined and relied on a certificate of officers of E.C. Driver (the “Fact Certificate”) attached as Exhibit A hereto. Our opinion expressed in numbered paragraph 1 is based, as applicable, exclusively on certificates from the Florida

Secretary of State dated June 14, 2013. We are opining herein as to the internal laws of the State of Florida, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within any state. In rendering this opinion, except for the specific opinions covered by this opinion, we have relied upon the opinion issued on June 25, 2013 by Latham & Watkins LLP to you as of such date.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:

1. E.C. Driver is a corporation validly existing and its status is “active” under the laws of the State of Florida.

2. The E.C. Driver Guarantee and the Indenture have been executed and delivered by E.C. Driver, and the issuance of the E.C. Driver Guarantee has been duly authorized by all necessary corporate action of E.C. Driver.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and Latham & Watkins LLP, in its rendering of its opinion to you dated June 25, 2013, and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Cozen O’Connor, P.C.

Exhibit A

Fact Certificate

OPINION FACT CERTIFICATE

June 25, 2013

Cozen O’Connor

200 S. Biscayne Blvd, Suite 4410

Miami, FL 33131

Re: Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-187968); Exchange Offer for up to $400,000,000 in Aggregate Principal Amount of 3.850% Senior Notes Due 2017 and up to $600,000,000 in Aggregate Principal Amount of 5.000% Senior Notes Due 2022 (the “Exchange Notes”) of URS Corporation and URS Fox US LP

Gentlemen:

We are furnishing this Certificate to you in connection with, and as of the date of, the opinion (the “Opinion”) that you are being asked to render on behalf of E.C. Driver & Associates, Inc. (“E.C. Driver”) and URS Construction Services, Inc. (“URS Construction” and, collectively with E.C. Driver, “Guarantors”), guarantors of the Exchange Notes pursuant to a base indenture, dated as of March 15, 2012, among the Issuers and U.S. Bank National Association, as trustee, supplemental indentures thereto, among the Issuers, the guarantors party thereto and U.S. Bank National Association, as trustee (together with the base indenture, the “Indenture”). With the understanding that you are relying on this Certificate, E.C. Driver and URS Construction certify to you as to such entity as follows:

1. The Unanimous Written Consent of the Board of Directors of such Guarantor dated as of March 6, 2012 (the “Resolutions”) delivered to us (1) is true, correct and complete copies and have been duly executed or adopted as described therein and (2) remains in full force and effect and had not been revoked or rescinded as of the date of the Indenture.

2. H. Thomas Hicks was an Authorized Officer (as defined in the Resolutions) of such Guarantor for purposes of the execution of the Indenture.

3. The Guarantor has full right, power and authority to execute, deliver the Indenture.

4. No action or proceeding for the dissolution, winding up, termination, or liquidation of the Guarantor is pending, or to the best of the undersigned’s knowledge, is threatened, and none of the directors, shareholders or officers of the Guarantor has taken any action in contemplation of such action or proceeding.

E.C. DRIVER & ASSOCIATES, INC.
By:	/s/ Kristin Jones

Name:	Kristin Jones
Title:	Secretary

URS CONSTRUCTION SERVICES, INC.
By:	/s/ Kristin Jones

Name:	Kristin Jones
Title:	Secretary

June 25, 2013

URS Corporation

600 Montgomery Street, 26th Floor

San Francisco, California 94111-2728

Re: Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-187968); Exchange Offer for up to $400,000,000 in Aggregate Principal Amount of 3.850% Senior Notes Due 2017 and up to $600,000,000 in Aggregate Principal Amount of 5.000% Senior Notes Due 2022 of URS Corporation and URS Fox US LP

Ladies and Gentlemen:

We have acted as counsel to URS Construction Services, Inc., a Florida corporation (“URS Construction”) and subsidiary of URS Corporation, a Delaware corporation (the “Parent”), in connection with the issuance of up to $400,000,000 aggregate principal amount of the 3.850% Senior Notes due 2017 and up to $600,000,000 in aggregate principal amount of the 5.000% Senior Notes due 2022 (collectively, the “Exchange Notes”) of Parent and URS Fox US LP, a Delaware limited partnership (together with the Parent, the “Issuers”), and the guarantees of the Exchange Notes by each of the guarantors (the “Guarantees”), including the guarantee of URS Construction (the “URS Construction Guarantee”), party to a base indenture, dated as of March 15, 2012, among the Issuers and U.S. Bank National Association, as trustee, supplemental indentures thereto, among the Issuers, the guarantors party thereto and U.S. Bank National Association, as trustee (together with the base indenture, the “Indenture”), and a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission on April 17, 2013, as amended by Amendment No. 1 filed with the Securities and Exchange Commission on June 25, 2013 (the “Registration Statement”). The Exchange Notes and the Guarantees will be issued in exchange for the Issuers’ outstanding 3.850% Senior Notes due 2017 and 5.000% Senior Notes due 2022, as applicable, and the related guarantees, on the terms set forth in the prospectus contained in the Registration Statement (the “Prospectus”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or Prospectus, other than as expressly stated herein with respect to the issue of the Exchange Notes and Guarantees.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Issuers, the guarantors and others as to factual matters without having independently verified such factual matters. As to certain matters of fact that are material to our opinions, we have also examined and relied on a certificate of officers of URS Construction (the “Fact Certificate”) attached as Exhibit A hereto. Our opinion expressed in numbered paragraph 1 is based, as applicable, exclusively on certificates from the Florida

Secretary of State dated June 14, 2013. We are opining herein as to the internal laws of the State of Florida, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within any state. In rendering this opinion, except for the specific opinions covered by this opinion, we have relied upon the opinion issued on June 25, 2013 by Latham & Watkins LLP to you as of such date.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:

1. URS Construction is a corporation validly existing and its status is “active” under the laws of the State of Florida.

2. The URS Construction Guarantee and the Indenture have been executed and delivered by URS Construction, and the issuance of the URS Construction Guarantee has been duly authorized by all necessary corporate action of URS Construction.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and Latham & Watkins LLP, in its rendering of its opinion to you dated June 25, 2013, and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Cozen O’Connor, P.C.

Exhibit A

Fact Certificate

OPINION FACT CERTIFICATE

June 25, 2013

Cozen O’Connor

200 S. Biscayne Blvd, Suite 4410

Miami, FL 33131

Re: Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-187968); Exchange Offer for up to $400,000,000 in Aggregate Principal Amount of 3.850% Senior Notes Due 2017 and up to $600,000,000 in Aggregate Principal Amount of 5.000% Senior Notes Due 2022 (the “Exchange Notes”) of URS Corporation and URS Fox US LP

Gentlemen:

We are furnishing this Certificate to you in connection with, and as of the date of, the opinion (the “Opinion”) that you are being asked to render on behalf of E.C. Driver & Associates, Inc. (“E.C. Driver”) and URS Construction Services, Inc. (“URS Construction” and, collectively with E.C. Driver, “Guarantors”), guarantors of the Exchange Notes pursuant to a base indenture, dated as of March 15, 2012, among the Issuers and U.S. Bank National Association, as trustee, supplemental indentures thereto, among the Issuers, the guarantors party thereto and U.S. Bank National Association, as trustee (together with the base indenture, the “Indenture”). With the understanding that you are relying on this Certificate, E.C. Driver and URS Construction certify to you as to such entity as follows:

1. The Unanimous Written Consent of the Board of Directors of such Guarantor dated as of March 6, 2012 (the “Resolutions”) delivered to us (1) is true, correct and complete copies and have been duly executed or adopted as described therein and (2) remains in full force and effect and had not been revoked or rescinded as of the date of the Indenture.

2. H. Thomas Hicks was an Authorized Officer (as defined in the Resolutions) of such Guarantor for purposes of the execution of the Indenture.

3. The Guarantor has full right, power and authority to execute, deliver the Indenture.

4. No action or proceeding for the dissolution, winding up, termination, or liquidation of the Guarantor is pending, or to the best of the undersigned’s knowledge, is threatened, and none of the directors, shareholders or officers of the Guarantor has taken any action in contemplation of such action or proceeding.

E.C. DRIVER & ASSOCIATES, INC.
By:	/s/ Kristin Jones

Name:	Kristin Jones
Title:	Secretary

URS CONSTRUCTION SERVICES, INC.
By:	/s/ Kristin Jones

Name:	Kristin Jones
Title:	Secretary

EX-5.5

Exhibit 5.5

500 WOODWARD AVENUE, SUITE 4000 DETROIT, MI 48226-3425 TELEPHONE:  (313) 223-3500 FACSIMILE:  (313) 223-3598 http://www.dickinsonwright.com

June 25, 2013

URS Corporation

600 Montgomery Street, 26th Floor

San Francisco, California 94111-2728

Re: Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-187968); Exchange Offer for up to $400,000,000 in Aggregate Principal Amount of 3.850% Senior Notes Due 2017 and up to $600,000,000 in Aggregate Principal Amount of 5.000% Senior Notes Due 2022 of URS Corporation and URS Fox US LP

Ladies and Gentlemen:

We have acted as Michigan counsel to URS Corporation Great Lakes, a Michigan corporation (“MI Guarantor”) and subsidiary of URS Corporation, a Delaware corporation (the “Parent”), in connection with the issuance of up to $400,000,000 aggregate principal amount of the 3.850% Senior Notes due 2017 and up to $600,000,000 in aggregate principal amount of the 5.000% Senior Notes due 2022 (collectively, the “Exchange Notes”) of Parent and URS Fox US LP, a Delaware limited partnership (together with the Parent, the “Issuers”), and the guarantees of the Exchange Notes by each of the guarantors (the “Guarantees”), including the guarantee of MI Guarantor (the “MI Guarantor Guarantee”) set forth in, under and pursuant to a base indenture, dated as of March 15, 2012, among the Issuers and U.S. Bank National Association, as trustee, and supplemental indentures thereto, among the Issuers, the guarantors party thereto and U.S. Bank National Association, as trustee (together with the base indenture, the “Indenture”), and a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission on April 17, 2013, as amended by Amendment No. 1 filed with the Securities and Exchange Commission on June 25, 2013 (the “Registration Statement”). The Exchange Notes and the Guarantees will be issued in exchange for the Issuers’ outstanding 3.850% Senior Notes due 2017 and 5.000% Senior Notes due 2022, as applicable, and the related guarantees, on the terms set forth in the prospectus contained in the Registration Statement (the “Prospectus”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or Prospectus or the underlying transactions described therein, other than as expressly stated herein with respect to the issuance of the MI Guarantor Guarantee.

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URS Corporation June 25, 2013 Page 2 DICKINSON WRIGHT PLLC

In our capacity as such Michigan counsel, we have reviewed copies of the following documents and relied on the following information:

(i) the articles of incorporation of MI Guarantor, as certified on June 5, 2013 by the Corporations, Securities & Commercial Licensing Bureau of the Michigan Department of Licensing and Regulatory Affairs;

(ii) a Certificate of Good Standing of MI Guarantor certified on June 5, 2013 by the Corporations, Securities & Commercial Licensing Bureau of the Michigan Department of Licensing and Regulatory Affairs;

(iii) a copy of the amended and restated bylaws of MI Guarantor and of a resolution adopted by MI Guarantor’s board of directors on March 6, 2012 approving the transactions contemplated by the MI Guarantor Guaranty, all certified as of June 25, 2013, by the Secretary of MI Guarantor;

(iv) an Officer’s certificate dated June 25, 2013 delivered to this Firm in connection with this opinion and covering the factual matters stated therein (the “Officer’s Certificate”).

We have also examined such other records, documents, certificates and instruments, and have made such investigations as in our judgment are necessary to enable us to render the opinions expressed below.

For purposes of this opinion, we have, with your permission, assumed, without investigation, verification or inquiry, the following:

(a) the legal capacity of all natural persons; the genuineness of all signatures; the authenticity and completeness of all documents submitted to us as originals; the conformity to original documents of all documents submitted to us as copies; the authenticity and completeness of the originals of such copies; and the absence of any understandings, waivers, or amendments which would vary the terms of any of the documents which we have examined or which would have an effect on the opinions rendered herein;

(b) all parties to the Exchange Notes and the Indenture (the “Documents”) are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation or formation, except to the extent we express an opinion in Paragraph 1 below regarding the valid existence and good standing of MI Guarantor;

(c) execution and delivery of, and performance of its obligations under, each of the Documents in the forms which we have reviewed are within the powers of, and have been duly authorized by, each of the parties thereto, except to the extent we express an opinion in Paragraph 2 below regarding the corporate authority of MI Guarantor;

DETROIT    |    NASHVILLE    |    WASHINGTON, D.C.    |    TORONTO    |    PHOENIX    |    LAS VEGAS    |    COLUMBUS

TROY    |    ANN ARBOR    |    LANSING    |    GRAND RAPIDS    |    SAGINAW

URS Corporation June 25, 2013 Page 3 DICKINSON WRIGHT PLLC

(d) each of the parties to each of the Documents has complied or will comply with all laws, regulations, and orders applicable to it in connection with the consummation of the transactions contemplated thereby;

(e) each of the Documents is a legal, valid and binding obligation of, and is enforceable in accordance with its respective terms against, each of the parties thereto; and

(f) the execution, delivery and performance of the Documents by all parties thereto will be free of intentional or unintentional mistake, fraud, undue influence, duress, or criminal activity;

(g) all information required to be disclosed in connection with any consent or approval by MI Guarantor’s Board of Directors or shareholders and all other information required to be disclosed in connection with any issue relevant to our opinions has in fact been fully and fairly disclosed to all persons to whom it is required to be disclosed;

(h) MI Guarantor’s articles of incorporation, all amendments to such articles of incorporation (including those adopted in connection with any merger), MI Guarantor’s bylaws and all amendments to its bylaws have been adopted in accordance with the terms thereof and all applicable legal requirements;

(i) any unanimous written consents adopted by the board of directors of MI Guarantor have been duly filed with the minutes of proceedings of the board; and

(j) MI Guarantor is a wholly owned subsidiary of Parent.

We have not been provided, nor have we reviewed, the minute books of MI Guarantor.

As to questions of fact relevant to this opinion, we have relied upon certificates and/or representations and warranties of officers and representatives of MI Guarantor or of public officials, including, without limitation, the representations and warranties of MI Guarantor contained in the Officer’s Certificate and the Documents. We have assumed the truth and accuracy of the representations and warranties of MI Guarantor in the Officer’s Certificate and the Documents. We have not undertaken any independent investigation or verification as to such matters, and we have assumed without investigation that there has been no relevant change or development with respect to such information since the date of such certificates, representations and warranties.

Based upon the foregoing and subject to the qualifications stated herein, it is our opinion that:

1. MI Guarantor is a corporation validly incorporated and in good standing under the laws of the State of Michigan.

DETROIT    |    NASHVILLE    |    WASHINGTON, D.C.    |    TORONTO    |    PHOENIX    |    LAS VEGAS    |    COLUMBUS

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URS Corporation June 25, 2013 Page 4 DICKINSON WRIGHT PLLC

2. The issuance of the MI Guarantor Guarantee has been duly authorized by all necessary corporate action of MI Guarantor.

The opinions herein expressed are subject to the following limitations and qualifications:

(a) No opinion is expressed as to the effect, if any, of the provisions of Section 548 of the U.S. Bankruptcy Code and the Michigan Uniform Fraudulent Transfer Act (MCL 566.31, et seq.) or any other Federal or State laws pertaining to fraudulent conveyances or transfers or dividends or distributions by corporations, limited liability companies or other entities, upon the validity, binding character and enforceability of any of the Documents.

(b) In connection with our opinion expressed in paragraph 1, we have exclusively relied upon the certificate of the Corporations, Securities & Commercial Licensing Bureau of the Michigan Department of Licensing and Regulatory Affairs mentioned above.

This opinion is limited in all respects to matters arising under the law of the State of Michigan. This opinion is predicated solely upon laws and regulations in existence as of the current date, as they currently apply, and to the facts as they currently exist. We assume no obligation to revise or supplement this opinion should such matters change by legislative action, judicial decision or otherwise.

This opinion is limited to the matters set forth herein and no opinion is intended to be implied or may be inferred beyond those expressly stated herein.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and Latham & Watkins LLP, in its rendering of its opinion to you dated June 25, 2013, and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Commission thereunder.

Very truly yours,

/s/ Dickinson Wright PLLC

DETROIT    |    NASHVILLE    |    WASHINGTON, D.C.    |    TORONTO    |    PHOENIX    |    LAS VEGAS    |    COLUMBUS

TROY    |    ANN ARBOR    |    LANSING    |    GRAND RAPIDS    |    SAGINAW

EX-5.6

Exhibit 5.6

50 West Liberty Street

Suite 750

Reno, Nevada 89501

Telephone 775.323.1601

Facsimile 775.348.7250

June 25, 2013

URS Corporation

600 Montgomery Street, 26th Floor

San Francisco, California 94111-2728

Re: Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-187968) of URS Corporation, a Delaware corporation (the “Company”); Exchange Offer for up to $400,000,000 in Aggregate Principal Amount of 3.850% Senior Notes Due 2017 and up to $600,000,000 in Aggregate Principal Amount of 5.000% Senior Notes Due 2022 of the Company and URS Fox US LP, a Delaware limited partnership (together with the Company, the “Issuers”)

Ladies and Gentlemen:

We have acted as Nevada counsel at the request of the Company, on behalf of URS Corporation, a Nevada corporation (“URS Corporation”), URS Global Holdings, Inc. a Nevada corporation (“URS Global”), URS International Projects, Inc., a Nevada corporation (“URS International”), WGI Global Inc., a Nevada corporation (“WGI,” and, together with URS Corporation, URS Global and URS International, the “Nevada Corporate Guarantors”), and Washington Ohio Services LLC, a Nevada limited liability company (“Washington Ohio,” and, together with the Nevada Corporate Guarantors, the “Nevada Guarantors”), in connection with the guaranty by the Nevada Guarantors of up to $400,000,000 aggregate principal amount of the 3.850% Senior Notes due 2017 and up to $600,000,000 in aggregate principal amount of the 5.000% Senior Notes due 2022 (collectively, the “Exchange Notes”) of the Issuers to be issued in exchange (the “Exchange”) for the Issuers’ outstanding 3.850% Senior Notes due 2017 and 5.000% Senior Notes due 2022, as applicable. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement (as defined below) or Prospectus (as defined below), other than as expressly stated herein.

June 25, 2013

Page Two

In connection with rendering this opinion, we have made such legal and factual examinations and inquiries and obtained such advice, assurances and certificates as we have deemed necessary or advisable under the circumstances in order to render this opinion including, but not limited to, an examination of originals or copies of the following:

(a) the Indenture dated as of March 15, 2012 (the “Indenture”), among the Issuers and U.S. Bank National Association, as trustee (the “Trustee”);

(b) the First Supplemental Indenture dated as of March 15, 2012, among the Issuers, the Trustee and the guarantors party thereto (the “Guarantors”), including the Nevada Guarantors, providing for the issuance of the 3.850% Senior Notes due 2017 and the guaranty thereof by the Guarantors pursuant to the terms of the Indenture (the “3.850% Senior Notes Guarantee”);

(c) the Second Supplemental Indenture dated as of March 15, 2012, among the Issuers, the Trustee and the Guarantors, including the Nevada Guarantors, providing for the issuance of the 5.000% Senior Notes due 2022 and the guaranty thereof by the Guarantors pursuant to the terms of the Indenture (the “5.000% Senior Notes Guarantee,” and, together with the 3.850% Senior Notes Guarantee, the “Guarantees”);

(d) the Registration Statement on Form S-4 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission on April 17, 2013 (the “Initial Registration Statement”);

(e) Amendment No. 1 to the Initial Registration Statement filed with the Securities and Exchange Commission on June 25, 2013 (“Amendment No. 1”; the Initial Registration Statement, as amended by Amendment No. 1, is referred to herein as the “Registration Statement”);

(f) the Prospectus (the “Prospectus”) contained in the Registration Statement setting forth the terms of the Exchange;

(g) the Articles of Incorporation of Woodward-Clyde Consultants (now known as URS Corporation) filed with the Nevada Secretary of State on January 26, 1994, as amended by the Certificate of Amendment filed with the Nevada Secretary of State on January 31, 1997 and the Certificate of Amendment filed with the Nevada Secretary of State on April 13, 2000 and certified by an officer of URS Corporation as being true, correct and complete and in full force and effect;

(h) the Amended and Restated Bylaws of URS Corporation dated as of December 1, 2007 and certified by an officer of URS Corporation as being true, correct and complete and in full force and effect;

(i) the Action by Unanimous Written Consent of the Directors of URS Corporation dated March 6, 2012 authorizing the execution, delivery and performance of its obligations under, and the consummation of the transactions contemplated by, the Guarantees and certified by an officer of URS Corporation as being true, correct and complete and in full force and effect;

June 25, 2013

Page Three

(j) the Articles of Incorporation of URS Global filed with the Nevada Secretary of State on July 16, 2009 and certified by an officer of URS Global as being true, correct and complete and in full force and effect;

(k) the Bylaws of URS Global dated as of July 16, 2009 and certified by an officer of URS Global as being true, correct and complete and in full force and effect;

(l) the Action by Unanimous Written Consent of the Directors of URS Global dated March 6, 2012 authorizing the execution, delivery and performance of its obligations under, and the consummation of the transactions contemplated by, the Guarantees and certified by an officer of URS Global as being true, correct and complete and in full force and effect;

(m) the Articles of Incorporation of Yampa Mining Company (now known as WGI Global) filed with the Nevada Secretary of State on December 21, 1997, as amended by the Certificate of Amendment filed with the Nevada Secretary of State on March 21, 2005 and the Certificate of Amendment filed with the Nevada Secretary of State on December 22, 2008 and certified by an officer of WGI Global as being true, correct and complete and in full force and effect;

(n) the Restated Bylaws of WGI Global dated as of June 30, 1997 and certified by an officer of WGI Global as being true, correct and complete and in full force and effect;

(o) the Action by Unanimous Written Consent of the Directors of WGI Global dated March 6, 2012 authorizing the execution, delivery and performance of its obligations under, and the consummation of the transactions contemplated by, the Guarantees and certified by an officer of WGI Global as being true, correct and complete and in full force and effect;

(p) the Articles of Incorporation of Joy MK Project Company (now known as URS International) filed with the Nevada Secretary of State on November 13, 1990, as amended by the Certificate of Amendment filed with the Nevada Secretary of State on February 9, 1996, the Certificate of Amendment filed with the Nevada Secretary of State on November 15, 1996, the Certificate of Amendment filed with the Nevada Secretary of State on September 1, 2000, the Certificate of Amendment filed with the Nevada Secretary of State on December 22, 2008 and the Certificate of Amendment filed with the Nevada Secretary of State on January 7, 2011 and certified by an officer of URS International as being true, correct and complete and in full force and effect;

(q) the Amended and Restated Bylaws of URS International dated as of August 23, 2000 and certified by an officer of URS International as being true, correct and complete and in full force and effect;

June 25, 2013

Page Four

(r) the Action by Unanimous Written Consent of the Directors of URS International dated March 6, 2012 authorizing the execution, delivery and performance of its obligations under, and the consummation of the transactions contemplated by, the Guarantees and certified by an officer of URS International as being true, correct and complete and in full force and effect;

(s) the Articles of Organization of Morrison Knudsen LLC (now known as Washington Ohio) filed with the Nevada Secretary of State on June 16, 2000, as amended by the Certificate of Amendment filed with the Nevada Secretary of State on November 23, 2000, the Certificate of Amendment filed with the Nevada Secretary of State on January 13, 2001, and the Certificate of Amendment filed with the Nevada Secretary of State on December 22, 2008 and certified by an officer of Washington Ohio as being true, correct and complete and in full force and effect;

(t) the Limited Liability Company Agreement dated as of January 31, 2008 and certified by an officer of Washington Ohio as being true, correct and complete and in full force and effect;

(u) the Secretary Certificates of the Nevada Guarantors delivered to us in connection with this opinion; and

(v) Certificates of Good Standing of each of URS Global and URS Corporation issued by the Nevada Secretary of State dated as of June 7, 2013 and Certificates of Good Standing of each of URS International Projects, WGI and Washington Ohio dated as of June 13, 2013.

In connection with this opinion, we have examined and relied upon the representations and warranties as to factual matters contained in and made pursuant to the Guarantees by the various parties and the Secretary’s Certificates delivered to us in support of our legal opinion, and upon originals or copies certified to our satisfaction of such records, documents, certificates, opinions, memoranda, and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below.

Our opinions are expressed only with respect to the laws of the State of Nevada.

On the basis of the foregoing, and subject to the General Qualifications set forth in Schedule A to this letter, the Assumptions set forth in Schedule B to this letter, and the Excluded Law and Legal Issues set forth in Schedule C to this letter, in reliance thereon, and with the foregoing qualifications, we are of the opinion that:

1. Each Nevada Guarantor is validly existing and in good standing under the laws of the State of Nevada; and

June 25, 2013

Page Five

2. The Guarantees have been executed and delivered by each Nevada Guarantor and the execution and delivery of the Guarantees by such Nevada Guarantors have been duly authorized by all necessary corporate action of the Nevada Corporate Guarantors and by all necessary limited liability company action of Washington Ohio.

Our opinions set forth above are limited to the matters expressly set forth in this opinion letter, and no opinion may be implied or inferred beyond the matters expressly stated. This opinion letter speaks only as to the law and facts in effect or existing as of the date hereof, and we undertake no obligation or responsibility to update or supplement our opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law which may hereafter occur. This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and Latham & Watkins LLP, in its rendering of its opinion to you dated June 25, 2013, and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder.

Sincerely,

/s/ PARSONS BEHLE & LATIMER

SCHEDULE A

GENERAL QUALIFICATIONS

The opinions in the letter to which this Schedule is attached (“our letter”) are subject to the qualifications as set forth in this Schedule A.

1. Bankruptcy and Insolvency Exception. Each of our opinions of our letter is subject to the effect of bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws relating to creditors’ rights generally.

SCHEDULE B

ASSUMPTIONS

For purposes of our opinion letter, we have relied, without investigation, upon each of the following assumptions:

1. Each document submitted to us for review is accurate and complete, each such document that purports to be an original is authentic, each such document that purports to be a copy conforms to the authentic original thereof, and all signatures on each such document are genuine;

2. Each certificate obtained from a governmental authority relied on by us is accurate, complete and authentic; and

3. Each of the Nevada Guarantors’ bylaws or operating agreement, as applicable, and all amendments to each such document have been adopted in accordance with all applicable legal requirements.

SCHEDULE C

EXCLUDED LAW AND LEGAL ISSUES

None of the opinions or advice contained in our opinion letter covers or otherwise addresses any of the following laws, regulations or other governmental requirements or legal issues:

1. Federal laws, including federal regulations;

2. Fraudulent transfer and fraudulent conveyance laws; and

3. Nevada State Securities (Blue Sky) laws.

EX-5.7

Exhibit 5.7

A Professional

Law Corporation

201 South Main Street, Suite 1800

Salt Lake City, Utah 84111

Telephone 801.532.1234

Facsimile 801.536.6111

June 25, 2013

URS Corporation

600 Montgomery Street, 26th Floor

San Francisco, California 94111-2728

Re: Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-187968) of URS Corporation, a Delaware corporation (the “Company”); Exchange Offer for up to $400,000,000 in Aggregate Principal Amount of 3.850% Senior Notes Due 2017 and up to $600,000,000 in Aggregate Principal Amount of 5.000% Senior Notes Due 2022 of the Company and URS Fox US LP, a Delaware limited partnership (together with the Company, the “Issuers”)

Ladies and Gentlemen:

We have acted as Utah counsel at the request of the Company, on behalf of EG&G Defense Materials, Inc., a Utah corporation (“EG&G”), in connection with the guaranty by EG&G of up to $400,000,000 aggregate principal amount of the 3.850% Senior Notes due 2017 and up to $600,000,000 in aggregate principal amount of the 5.000% Senior Notes due 2022 (collectively, the “Exchange Notes”) of the Issuers to be issued in exchange (the “Exchange”) for the Issuers’ outstanding 3.850% Senior Notes due 2017 and 5.000% Senior Notes due 2022, as applicable. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement (as defined below) or Prospectus (as defined below), other than as expressly stated herein.

In connection with rendering this opinion, we have made such legal and factual examinations and inquiries and obtained such advice, assurances and certificates as we have deemed necessary or advisable under the circumstances in order to render this opinion including, but not limited to, an examination of originals or copies of the following:

(a) the Indenture dated as of March 15, 2012 (the “Indenture”), among the Issuers and U.S. Bank National Association, as trustee (the “Trustee”);

(b) the First Supplemental Indenture dated as of March 15, 2012, among the Issuers, the Trustee and the guarantors party thereto (the “Guarantors”), including EG&G,

June 25, 2013

Page Two

providing for the issuance of the 3.850% Senior Notes due 2017 and the guaranty thereof by the Guarantors pursuant to the terms of the Indenture (the “3.850% Senior Notes Guarantee”);

(c) the Second Supplemental Indenture dated as of March 15, 2012, among the Issuers, the Trustee and the Guarantors, including EG&G, providing for the issuance of the 5.000% Senior Notes due 2022 and the guaranty thereof by the Guarantors pursuant to the terms of the Indenture (the “5.000% Senior Notes Guarantee,” and, together with the 3.850% Senior Notes Guarantee, the “Guarantees”);

(d) the Registration Statement on Form S-4 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission on April 17, 2013 (the “Initial Registration Statement”);

(e) Amendment No. 1 to the Initial Registration Statement filed with the Securities and Exchange Commission on June 25, 2013 (“Amendment No. 1”; the Initial Registration Statement, as amended by Amendment No. 1, is referred to herein as the “Registration Statement”);

(f) the Prospectus (the “Prospectus”) contained in the Registration Statement setting forth the terms of the Exchange;

(g) the Articles of Incorporation of EG&G filed with the Utah Secretary of State on September 7, 1989, as certified by an officer of EG&G as being true, correct and complete and in full force and effect;

(h) the Amended and Restated Bylaws of EG&G dated as of December 9, 2004 and certified by an officer of EG&G as being true, correct and complete and in full force and effect;

(i) the Action by Unanimous Written Consent of the Directors of EG&G dated March 6, 2012 authorizing the execution, delivery and performance of its obligations under, and the consummation of the transactions contemplated by, the Guarantees and certified by an officer of EG&G as being true, correct and complete and in full force and effect;

(j) the Assistant Secretary’s Certificate of EG&G delivered to us in connection with this opinion; and

(k) the Certificate of Good Standing of EG&G dated as of June 7, 2013.

In connection with this opinion, we have examined and relied upon the representations and warranties as to factual matters contained in and made pursuant to the Guarantees by the various parties and the Assistant Secretary’s Certificate delivered to us in support of our legal opinion, and upon originals or copies certified to our satisfaction of such records, documents, certificates, opinions, memoranda, and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below.

June 25, 2013

Page Three

Our opinions are expressed only with respect to the laws of the State of Utah.

On the basis of the foregoing, and subject to the General Qualifications set forth in Schedule A to this letter, the Assumptions set forth in Schedule B to this letter, and the Excluded Law and Legal Issues set forth in Schedule C to this letter, in reliance thereon, and with the foregoing qualifications, we are of the opinion that:

1. EG&G is validly existing and in good standing under the laws of the State of Utah; and

2. The Guarantees have been executed and delivered by EG&G and the execution and delivery of the Guarantees by EG&G have been duly authorized by all necessary corporate action.

Our opinions set forth above are limited to the matters expressly set forth in this opinion letter, and no opinion may be implied or inferred beyond the matters expressly stated. This opinion letter speaks only as to the law and facts in effect or existing as of the date hereof, and we undertake no obligation or responsibility to update or supplement our opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law which may hereafter occur. This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and Latham & Watkins LLP, in its rendering of its opinion to you dated June 25, 2013, and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder.

Sincerely,

/s/ PARSONS BEHLE & LATIMER

SCHEDULE A

GENERAL QUALIFICATIONS

The opinions in the letter to which this Schedule is attached (“our letter”) are subject to the qualifications as set forth in this Schedule A.

1. Bankruptcy and Insolvency Exception. Each of our opinions of our letter is subject to the effect of bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws relating to creditors’ rights generally.

SCHEDULE B

ASSUMPTIONS

For purposes of our opinion letter, we have relied, without investigation, upon each of the following assumptions:

1. Each document submitted to us for review is accurate and complete, each such document that purports to be an original is authentic, each such document that purports to be a copy conforms to the authentic original thereof, and all signatures on each such document are genuine;

2. Each certificate obtained from a governmental authority relied on by us is accurate, complete and authentic; and

3. EG&G’s bylaws and all amendments thereto were adopted in accordance with all applicable legal requirements.

SCHEDULE C

EXCLUDED LAW AND LEGAL ISSUES

None of the opinions or advice contained in our opinion letter covers or otherwise addresses any of the following laws, regulations or other governmental requirements or legal issues:

1. Federal laws, including federal regulations;

2. Fraudulent transfer and fraudulent conveyance laws; and

3. Utah State Securities (Blue Sky) laws.

EX-5.8

Exhibit 5.8

June 25, 2013

URS Corporation

600 Montgomery Street, 26th Floor

San Francisco, California 94111-2728

Re: Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-187968); Exchange Offer for up to $400,000,000 in Aggregate Principal Amount of 3.850% Senior Notes Due 2017 and up to $600,000,000 in Aggregate Principal Amount of 5.000% Senior Notes Due 2022 of URS Corporation and URS Fox US LP

Ladies and Gentlemen:

We have acted as special local counsel to URS Corporation – North Carolina, a North Carolina professional corporation (“URS-NC”) and subsidiary of URS Corporation, a Delaware corporation (the “Parent”), in connection with the issuance of up to $400,000,000 aggregate principal amount of the 3.850% Senior Notes due 2017 and up to $600,000,000 in aggregate principal amount of the 5.000% Senior Notes due 2022 (collectively, the “Exchange Notes”) of Parent and URS Fox US LP, a Delaware limited partnership (together with the Parent, the “Issuers”), and the guarantees of the Exchange Notes by each of the guarantors (the “Guarantees”), including the guarantee of URS-NC (the “NC Guarantee”), party to a base indenture, dated as of March 15, 2012, among the Issuers and U.S. Bank National Association, as trustee (“Trustee”), supplemental indentures thereto, among the Issuers, the guarantors party thereto and U.S. Bank National Association, as trustee (together with the base indenture, the “Indenture”), and a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission on April 17, 2013, as amended by Amendment No. 1 filed with the Securities and Exchange Commission on June 25, 2013 (the “Registration Statement”). The Exchange Notes and the Guarantees will be issued in exchange for the Issuers’ outstanding 3.850% Senior Notes due 2017 and 5.000% Senior Notes due 2022, as applicable, and the related guarantees, on the terms set forth in the prospectus contained in the Registration Statement (the “Prospectus”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or Prospectus, other than as expressly stated herein with respect to the issue of the Exchange Notes and Guarantees.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon

Direct 919.755.8703 | Fax 919.838.3110 | matt.cunningham@smithmoorelaw.com

Smith Moore Leatherwood LLP ¡ Attorneys at Law ¡ www.smithmoorelaw.com

434 Fayetteville Street Suite 2800 PO Box 27525 (27611) Raleigh, NC 27601 ¡ 919.755.8700

Atlanta, GA ¡ Charleston, SC ¡ Charlotte, NC ¡ Greensboro, NC ¡ Greenville, SC ¡ Raleigh, NC ¡ Wilmington, NC

URS Corporation

June 25, 2013

Page 2

certificates of public officials, and certificates and other assurances of officers of the Issuers, the guarantors and others as to factual matters without having independently verified such factual matters. We have assumed the correctness of the factual matters contained in such reliance sources. We are opining herein as to the internal laws of the State of North Carolina, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within any state. We note that our firm is separately rendering an opinion of even date with respect to B.P. Barber & Associates, Inc., a South Carolina professional corporation, as to related matters described therein. In rendering this opinion with respect to URS-NC, except for the specific opinions covered by this opinion, we have relied upon the opinion issued on June 25, 2013 by Latham & Watkins LLP to you as of such date.

As special local counsel to URS-NC, we have represented URS-NC solely in connection with the issuance of this opinion. No inference should be drawn as to our knowledge beyond the scope of the specific matters as to which we have been engaged as special local counsel to URS-NC.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:

1. URS-NC is a professional corporation in existence under the laws of the State of North Carolina.

2. The NC Guarantee and the Indenture have been executed and delivered by URS-NC, and the issuance of the NC Guarantee has been duly authorized by all necessary corporate action of URS-NC.

This opinion letter is strictly limited to the matters stated herein, and no other or more extensive opinion is intended, implied or to be inferred beyond the matters expressly stated herein. This opinion letter is given as of the date hereof. We assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances which may hereafter come to our attention or any changes in laws which may hereafter occur.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and Latham & Watkins LLP, in its rendering of its opinion to you dated June 25, 2013, and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving

URS Corporation

June 25, 2013

Page 3

such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Smith Moore Leatherwood LLP

EX-5.9

Exhibit 5.9

June 25, 2013

URS Corporation

600 Montgomery Street, 26th Floor

San Francisco, California 94111-2728

Re: Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-187968); Exchange Offer for up to $400,000,000 in Aggregate Principal Amount of 3.850% Senior Notes Due 2017 and up to $600,000,000 in Aggregate Principal Amount of 5.000% Senior Notes Due 2022 of URS Corporation and URS Fox US LP

Ladies and Gentlemen:

We have acted as counsel to URS Energy & Construction, Inc., an Ohio corporation and subsidiary of URS Corporation, a Delaware corporation (the “Parent”), and URS Corporation – Ohio, an Ohio corporation and subsidiary of the Parent, in connection with the issuance of up to $400,000,000 aggregate principal amount of the 3.850% Senior Notes due 2017 and up to $600,000,000 in aggregate principal amount of the 5.000% Senior Notes due 2022 (collectively, the “Exchange Notes”) of Parent and URS Fox US LP, a Delaware limited partnership (together with the Parent, the “Issuers”), and the guarantees of the Exchange Notes by each of the guarantors (the “Guarantees”), including the guarantee of URS Energy & Construction, Inc. (the “URS Energy & Construction, Inc. Guarantee”) and the guarantee of URS Corporation – Ohio (the “URS Corporation – Ohio Guarantee”), party to a base indenture, dated as of March 15, 2012, among the Issuers and U.S. Bank National Association, as trustee, supplemental indentures thereto, among the Issuers, the guarantors party thereto and U.S. Bank National Association, as trustee (together with the base indenture, the “Indenture”), and a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission on April 17, 2013, as amended by Amendment No. 1 filed with the Securities and Exchange Commission on June 25, 2013 (the “Registration Statement”). The Exchange Notes and the Guarantees will be issued in exchange for the Issuers’ outstanding 3.850% Senior Notes due 2017 and 5.000% Senior Notes due 2022, as applicable, and the related guarantees, on the terms set forth in the prospectus contained in the Registration Statement (the “Prospectus”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or Prospectus, other than as expressly stated herein with respect to the issue of the Exchange Notes and Guarantees.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Issuers, the guarantors and others as to factual

matters without having independently verified such factual matters. We are opining herein as to the internal laws of the State of Ohio , and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within any state. In rendering this opinion, except for the specific opinions covered by this opinion, we have relied upon the opinion issued on June 25, 2013 by Latham & Watkins LLP to you as of such date.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:

1. Each of URS Energy & Construction, Inc. and URS Corporation – Ohio is a corporation duly organized under the laws of the State of Ohio.

2. The URS Energy & Construction, Inc. Guarantee, the URS Corporation – Ohio Guarantee and the Indenture have been executed and delivered by each of URS Energy & Construction, Inc. and URS Corporation – Ohio, as applicable, and the issuance of each of the URS Energy & Construction, Inc. Guarantee and URS Corporation – Ohio Guarantee has been duly authorized by all necessary corporate action of URS Energy & Construction, Inc. and URS Corporation – Ohio, respectively.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and Latham & Watkins LLP, in its rendering of its opinion to you dated June 25, 2013, and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Walter M. McKew

Walter M. McKew

Associate General Counsel

URS Energy & Construction, Inc.

URS Corporation – Ohio

EX-5.10

Exhibit 5.10

June 25, 2013

URS Corporation

600 Montgomery Street, 26th Floor

San Francisco, California 94111-2728

Re: Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-187968); Exchange Offer for up to $400,000,000 in Aggregate Principal Amount of 3.850% Senior Notes Due 2017 and up to $600,000,000 in Aggregate Principal Amount of 5.000% Senior Notes Due 2022 of URS Corporation and URS Fox US LP

Ladies and Gentlemen:

We have acted as special local counsel to B.P. Barber & Associates, Inc., a South Carolina corporation (“B.P. Barber”) and subsidiary of URS Corporation, a Delaware corporation (the “Parent”), in connection with the issuance of up to $400,000,000 aggregate principal amount of the 3.850% Senior Notes due 2017 and up to $600,000,000 in aggregate principal amount of the 5.000% Senior Notes due 2022 (collectively, the “Exchange Notes”) of Parent and URS Fox US LP, a Delaware limited partnership (together with the Parent, the “Issuers”), and the guarantees of the Exchange Notes by each of the guarantors (the “Guarantees”), including the guarantee of B.P. Barber (the “B.P. Barber Guarantee”), party to a base indenture, dated as of March 15, 2012, among the Issuers and U.S. Bank National Association, as trustee, supplemental indentures thereto, among the Issuers, the guarantors party thereto and U.S. Bank National Association, as trustee (together with the base indenture, the “Indenture”), and a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission on April 17, 2013, as amended by Amendment No. 1 filed with the Securities and Exchange Commission on June 25, 2013 (the “Registration Statement”). The Exchange Notes and the Guarantees will be issued in exchange for the Issuers’ outstanding 3.850% Senior Notes due 2017 and 5.000% Senior Notes due 2022, as applicable, and the related guarantees, on the terms set forth in the prospectus contained in the Registration Statement (the “Prospectus”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or Prospectus, other than as expressly stated herein with respect to the issue of the Exchange Notes and Guarantees.

William L. Pitman | Direct 864.240.2494 | Fax 864.240.2479 | bill.pitman@smithmoorelaw.com

Smith Moore Leatherwood LLP ¡ Attorneys at Law ¡ www.smithmoorelaw.com

300 East McBee Avenue Suite 500 (29601) PO Box 87 Greenville, SC 29602 ¡ 864.242.6440

Atlanta, GA ¡ Charleston, SC ¡ Charlotte, NC ¡ Greensboro, NC ¡ Greenville, SC ¡ Raleigh, NC ¡ Wilmington, NC

Page 2

June 25, 2013

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates of public officials, and certificates and other assurances of officers of the Issuers, the guarantors and others as to factual matters without having independently verified such factual matters. We have assumed the correctness of the factual matters contained in such reliance sources. We are opining herein as to the internal laws of the State of South Carolina, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within any state. We note that our firm is separately rendering an opinion of even date with respect to URS Corporation-North Carolina, a North Carolina professional corporation, as to related matters described therein. In rendering this opinion with respect to B.P. Barber, except for the specific opinions covered by this opinion, we have relied upon the opinion issued on June 25, 2013 by Latham & Watkins LLP to you as of such date.

As special local counsel to B.P. Barber, we have represented B.P. Barber solely in connection with the issuance of this opinion. No inference should be drawn as to our knowledge beyond the scope of the specific matter as to which we have been engaged as special local counsel to B.P. Barber.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:

1. B.P. Barber is a corporation validly existing under the laws of South Carolina.

2. The B.P. Barber Guarantee and the Indenture have been executed and delivered by B.P. Barber, and the issuance of the B.P. Barber Guarantee has been duly authorized by all necessary corporate action of B.P. Barber.

This opinion letter is strictly limited to the matters stated herein, and no other or more extensive opinion is intended, implied or to be inferred beyond the matters expressly stated herein. This opinion letter is given as of the date hereof. We assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances which may hereafter come to our attention or any changes in laws which may hereafter occur.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and Latham & Watkins LLP, in its rendering of its opinion to you dated June 25, 2013, and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder.

Page 3

June 25, 2013

Very truly yours,
SMITH MOORE LEATHERWOOD LLP
By:	/s/ William L. Pitman
	William L. Pitman

EX-12.1

Exhibit 12.1

URS CORPORATION

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(Unaudited)

	Year Ended															Three Months Ended
(In millions, except for ratio)	December 28, 2012			December  30, 2011(1)			December 31, 2010			January 1, 2010			January 2, 2009			March 29, 2013			March 30, 2012
Earnings:
Earnings (losses) before income taxes	$	500.5		$	(374.0	)	$	415.5		$	432.0		$	378.0		$	114.1		$	128.3
Less:
Equity in earnings of affiliates		(107.6	)		(132.2	)		(70.3	)		(100.9	)		(106.3	)		(24.1	)		(28.7	)
Add:
Interest component of rent expense(2)		70.0			62.8			64.2			66.5			71.5			20.8			17.5
Interest expense		70.7			22.1			30.6			48.4			90.7			21.1			9.8
Amortization of debt discount		2.6			5.8			9.2			7.8			8.5			0.1			0.8
Earnings (losses), as adjusted	$	536.2		$	(415.5	)	$	449.2		$	453.8		$	442.4		$	132.0		$	127.7
Fixed charges:
Interest expense		70.7		$	22.1		$	30.6		$	48.4		$	90.7		$	21.1		$	9.8
Interest component of rent expense(2)		70.0			62.8			64.2			66.5			71.5			20.8			17.5
Amortization of debt discount		2.6			5.8			9.2			7.8			8.5			0.1			0.8
Total fixed charges	$	143.3		$	90.7		$	104.0		$	122.7		$	170.7		$	42.0		$	28.1
Consolidated ratio of earnings to fixed charges		3.7			N/A			4.3			3.7			2.6			3.1			4.5

⁽¹⁾  Earnings for the year ended December 30, 2011 were inadequate to cover fixed charges. The coverage deficiency was $506.2 million.

⁽²⁾  Interest component of rent expense is estimated to equal one-third of such expense, which is considered a reasonable approximation of the interest factor.

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Amendment No. 1 to the Registration Statement on Form S-4 of our report dated February 25, 2013, except with respect to our opinion on the consolidated financial statements insofar as it relates to the condensed consolidating financial information included in Note 18 as to which the date is June 25, 2013, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in the Company’s Current Report on Form 8-K/A dated June 25, 2013. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

San Francisco, California

June 25, 2013