filing # 20777873 electronically filed 11/19/2014 06:37:31 pm

FORM 1.997. CIVIL COVER SHEET

The civil cover sheet and the information contained herein neither replace nor supplement the filing and service of pleadings or other papers as required by law. This form shall be filed by the plaintiff or petitioner for the use of the Clerk of the Court for the purpose of reporting judicial workload data pursuant to Florida Statues section 25.075.

I. CASE STYLE IN THE CIRCUIT COURT OF THE ELEVENTH JUDICIAL CIRCUIT,

IN AND FOR MIAMI-DADE COUNTY, FLORIDA

Case No.: _________________Judge: ____________________

CDR Maguire Inc. Plaintiff vs. Jason Wheeler, Benjamin Maddox, Wheeler Emergency Management Consulting, LLC Defendant

II. TYPE OF CASE

☐ Condominium☒ Contracts and indebtedness☐ Eminent domain☐ Auto negligence☐ Negligence – other ☐ Business governance ☐ Business torts ☐ Environmental/Toxic tort ☐ Third party indemnification ☐ Construction defect ☐ Mass tort ☐ Negligent security ☐ Nursing home negligence ☐ Premises liability – commercial ☐ Premises liability – residential☐ Products liability☐ Real Property/Mortgage foreclosure ☐ Commercial foreclosure $0 - $50,000 ☐ Commercial foreclosure $50,001 - $249,999 ☐ Commercial foreclosure $250,000 or more ☐ Homestead residential foreclosure $0 – 50,000 ☐ Homestead residential foreclosure $50,001 -

$249,999☐ Homestead residential foreclosure $250,000 or

more☐ Non-homestead residential foreclosure $0 -

$50,000☐ Non-homestead residential foreclosure $50,001

- $249,999☐ Non-homestead residential foreclosure $250,00

or more ☐ Other real property actions $0 - $50,000

☐ Other real property actions $50,001 - $249,999 ☐ Other real property actions $250,000 or more

☐ Professional malpractice ☐ Malpractice – business ☐ Malpractice – medical ☐ Malpractice – other professional

☐ Other ☐ Antitrust/Trade Regulation ☐ Business Transaction ☐ Circuit Civil - Not Applicable ☐ Constitutional challenge-statute or

ordinance☐ Constitutional challenge-proposed

amendment ☐ Corporate Trusts ☐ Discrimination-employment or other ☐ Insurance claims ☐ Intellectual property ☐ Libel/Slander ☐ Shareholder derivative action ☐ Securities litigation ☐ Trade secrets ☐ Trust litigation

Filing # 20777873 Electronically Filed 11/19/2014 06:37:31 PM

COMPLEX BUSINESS COURT

This action is appropriate for assignment to Complex Business Court as delineated and mandated by the Administrative Order. Yes ☐ No ☒

III. REMEDIES SOUGHT (check all that apply):☐ Monetary;☐ Non-monetary☒ Non-monetary declaratory or injunctive relief;☐ Punitive

IV. NUMBER OF CAUSES OF ACTION: ( )(Specify)

3

V. IS THIS CASE A CLASS ACTION LAWSUIT?☐ Yes☒ No

VI. HAS NOTICE OF ANY KNOWN RELATED CASE BEEN FILED?☒ No☐ Yes – If “yes” list all related cases by name, case number and court:

VII. IS JURY TRIAL DEMANDED IN COMPLAINT? ☐ Yes ☒ No

I CERTIFY that the information I have provided in this cover sheet is accurate to the best of my knowledge and belief.

Signature s/ Carlos B Castillo FL Bar No.: 907741 Attorney or party (Bar number, if attorney)

Carlos B Castillo 11/19/2014(Type or print name) Date

Ring Bender McKown & Castillo LLLP • Miami, FL • Orange County, CA • Pittsburgh, PA • Portland, OR • Seattle, WA

IN THE CIRCUIT COURT OF THE 11TH

JUDICIAL CIRCUIT IN AND FOR

MIAMI-DADE COUNTY, FLORIDA

GENERAL JURISDICTION DIVISION

CASE NO.

CDR MAGUIRE INC., a Florida

corporation,

Plaintiff,

vs.

JASON WHEELER, individually,

BENJAMIN MADDOX, individually, and

WHEELER EMERGENCY

MANAGEMENT CONSULTING, LLC, a

Florida limited liability company,

Defendants.

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VERIFIED COMPLAINT FOR

DECLARATORY AND

INJUNCTIVE RELIEF

Plaintiff, CDR MAGUIRE INC. (“Plaintiff” or “CDR”) by and through its undersigned

counsel, sues JASON WHEELER (“Defendant Wheeler”), BENJAMIN MADDOX ("Defendant

Maddox"), and WHEELER EMERGENCY MANAGEMENT CONSULTING, LLC

(“Defendant Wheeler EMC”) (collectively, the “Defendants”), and alleges as follows:

JURISDICTION, PARTIES AND VENUE

1. This is an action for preliminary and permanent injunctive relief, violations of the

Florida Uniform Trade Secrets Act (Florida Statutes § 688.01, et seq.), for damages resulting

from the breach of contract and for tortious interference. This action is within the jurisdictional

limits of this Court.

2. Plaintiff, CDR Maguire, Inc. is a Florida for-profit corporation, which maintains

its principal place of business in Miami-Dade County, Florida. CDR has been in the business of

providing architectural design, emergency management and transportation services to its

Filing # 20777873 Electronically Filed 11/19/2014 06:37:31 PM

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customers in and around Miami-Dade County, Florida, the United States and globally since

1938.

3. Defendant, Jason Wheeler, upon information and belief, is a resident of Leon

County, Florida, residing at 311 Inglewood Drive, Tallahassee, Florida 32301, and, at all

relevant times, was sui juris. Defendant is a former employee of CDR.

4. Defendant, Benjamin Maddox, upon information and belief, is a resident of

Jackson County, Florida, residing at 5684 Reddoch Road, Marianna, Florida 32446, and at all

relevant times was sui juris. Defendant Maddox worked as a consultant for CDR.

5. Defendant, Wheeler Emergency Management Consulting, LLC, is a Florida for

profit limited liability company, which, upon information and belief, maintains its principal place

of business at 311 Inglewood Drive, Tallahassee, Florida 32301, and at all relevant times was sui

juris. Defendant Wheeler EMC is in the business of providing emergency management

consultant services, and is a direct competitor of CDR. Upon information and belief, Wheeler

EMC is owned and controlled by Defendant Wheeler.

6. This Court has jurisdiction of this action pursuant to§ 26.012, Fla. Stat. Venue is

proper pursuant to § 47.011, Fla. Stat.

CDR'S CONFIDENTIAL COMPANY INFORMATION

7. In the course of its business over many years, CDR has developed and maintained

confidential information regarding its clients, prospective projects, contracts, and its own

proprietary company information and processes.

8. CDR's confidential information concerning its clients includes, but is not limited

to, customer and employee identities, addresses, e-mail addresses, business practices, service

needs, proposal guidelines and other corporate information.

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9. CDR's confidential company information concerns its own finances, pricing,

strategic plan development, software and computer programs, marketing strategies, suppliers,

knowledge, skills and proposal requirements.

10. CDR’s proprietary company information and processes include CDR Disaster

Pro, which is CDR’s propriety, web-based Public Assistance support tool. It is designed to

maximize funding under FEMA’s Public Assistance Program by effectively tracking Direct

Administrative Costs (“DAC”). Built to be utilized as a standalone system or in coordination

with other systems (such as EM Grants Pro), CDR Disaster Pro can record time from client staff,

consultant staff, and any other time necessary for the development of a project worksheet.

Moreover, built from the ground up by CDR’s expert team of emergency management

professionals, CDR Disaster Pro has supported clients throughout the nation in their disaster

recovery efforts. From tracking DAC to managing sites and associated PWs, CDR Disaster Pro

was designed to avoid common pitfalls experienced during recovery and ensure that every

possible dollar is recovered. CDR Disaster Pro is identified as proprietary in non-disclosure

agreements and other agreements and/or proposals.

11. CDR's information referred to in paragraphs 7 through 10 above, is hereinafter

referred to as "Confidential Information." The Confidential Information is highly confidential

and proprietary, was developed over a substantial period of time, and required substantial money

and effort to compile. It is not available to the public or to others in the industry. It has been

refined from extensive research and development to suit the needs of CDR’s business. CDR

employees and consultants become aware of the Confidential Information during the course of

their employment at, and consultancy work for, CDR, respectively.

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12. CDR's Confidential Information would be extremely valuable to CDR’s

competitors, due to the competitive nature of the industry and the nature of the information

obtained in the course of servicing clients and seeking out potential clients. Such Confidential

Information is not known or readily available to the public, and has been obtained by CDR over

a period of years, through great expense and effort.

13. CDR's Confidential Information has been the subject of reasonable efforts to

maintain its confidentiality. Among the methods employed to maintain this confidentiality by

CDR have been the use of computer passwords; adoption of agreements and policies containing

confidentiality provisions; instructions to employees that Confidential Information is strictly

confidential and not to be disclosed; and provisions in its Employee Handbook that disclosure

and use of Confidential Information is not permitted.

14. CDR has developed its Confidential Information through the years and through

extensive investments of time, money and effort. CDR’s client prospects and proposals have

required time, advertising costs, staffing, administrative costs, assessment and evaluation of

clients' needs, and more. CDR has developed its Confidential Information by virtue of its

reputation and reliability in the industry, and by building close, personal relationships and

goodwill with clients, their personnel, and referral sources over many years. This process

requires substantial expenditures of time, effort, and money.

EMPLOYEE HANDBOOK AND RELATED POLICIES

15. CDR’s Employee Handbook (“CDR’s Employee Handbook”) provides as follows

in regards to Outside Employment and states, inter alia (emphasis added):

OUTSIDE EMPLOYMENT: No employee may engage or participate

directly or indirectly in any business that in any way involves the

design, development or sale of goods or services related to the

architectural/engineering/planning profession, except within the

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course of employment by the Company. Please refer to Corporate

Policy Statement for more information.

***

PROPER USE OF CDR MAGUIRE’S COMPUTERS, SYSTEMS

AND NETWORKS: CDR Maguire’s systems and networks are

comprised of electronic networks, computer systems, electronic mail

(E-mail), voice mail, Intranets and Internet access. These electronic

systems and networks are valuable company assets that require our

protection from inappropriate use. Information developed and

transmitted using this technology as well as the ability to freely

communicate, is also a valuable asset that plays a significant role in

CDR Maguire’s success. As such, we as employees of CDR Maguire

need to use these assets in a professional and appropriate manner.

Please refer to Corporate Policy Statement for more information.

16. CDR’s Outside Employment Policy (“CDR’s Outside Employment Policy”)

provides, inter alia, as follows (emphasis added):

Policy Statement:

No employee may engage or participate directly or indirectly in any

business that in any way involves the design, development or sale of

goods or services related to the

architectural/engineering/planning/construction services profession,

except within the course of employment by the company.

***

Violation of this policy may lead to disciplinary action up to and

including termination.

17. CDR’s Corporate Policy Manual on the Proper Use of CDR’s Computers,

Systems and Networks (“CDR’s Manual on the Proper Use of CDR’s Computers, Systems and

Networks”) provides, inter alia, as follows (emphasis added):

Philosophy:

CDR Maguire’s systems and networks are comprised of electronic

networks, computer systems, electronic mail (E-mail), voice mail,

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Intranets and Internet access. These electronic systems and networks

are valuable company assets that require our protection from

inappropriate use. Information developed and transmitted using this

technology as well as the ability to freely communicate, are also

valuable assets that play a significant role in CDR Maguire’s success.

As such, we as employees of CDR Maguire need to use these assets in

a professional and appropriate manner.

Policy:

CDR Maguire’s systems and networks (electronic networks, computer

systems, electronic mail (E-mail), voice mail, Intranets and Internet

access) are provided as tools to enhance CDR Maguire’s business.

Limited non-business use is permitted provided that it does not

interfere with business use and is consistent with CDR Maguire’s

policies, Code of Ethics and all applicable laws. However, employees

must never assume that their personal information is private as all

systems are the property of CDR Maguire Inc. The Company reserves

the right to access, review and exclude any material transmitted

across or stored in these systems and networks it believes is

inappropriate or in violation of policy.

Employees who CDR Maguire determines have misused the

technology and managers who have failed to control the use of these

resources appropriately are subject to appropriate discipline up to

and including termination. Anyone who fails to adhere to these

requirements may also be restricted, or prohibited from using CDR

Maguire’s computers, systems, networks or software.

Definitions:

The term systems and networks covered by this policy are intended to

be interpreted broadly to include the use of company owned resources

to access both internal and external networks and systems. Systems

may be a combination of computers, software, utilities, storage and

storage devices.

A network is a system that may transport data, voice or video.

Practice:

To clarify the intent of this policy, examples are provided below if

inappropriate use of CDR Maguire’s systems. These examples are not

intended to be all inclusive. They are provided to assist all users in

determining proper use of CDR Maguire’s systems. In general, any

use of these resources, which CDR Maguire determines is harmful to

the interests of the company, its workforce, or clients is not allowed.

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Behavior that the company determines to be inconsistent with these

stated purposes is prohibited.

Examples of inappropriate use include:

***

Transmitting or posting CDR Maguire classified information or

any third party confidential or proprietary information

***

Permitting or obtaining unauthorized access to any systems,

networks, software or computers

Use for personal financial gain

Any use that would create a potential conflict of interest for the

employee

***

18. CDR’s Code of Ethics and Business Conduct Guidelines (“CDR’s Code of

Ethics”) provides, inter alia, as follows (emphasis added):

7. Confidentiality:

Employee will safeguard Maguire’s confidential information

concerning transactions, both financial and technical, which is

essential to the conduct of its business. Information should be shared

only with those who have a legitimate right to know. Confidential

information obtained through employment with [CDR] shall not be

used for furthering of any private interest, personal gain, or third-

party benefit. Client-related information will not be release to other

parties without the consent of the client, or pursuant to the properly

issued subpoena or court order.

19. CDR’s Code of Ethics states that it “applies to [CDR’s] Board of Directors, its

Officers, to each Employee, as well as any vendors or associates that we do business with.

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20. Copies CDR’s Employee Handbook, CDR’s Outside Employee Policy, CDR’s

Manual on the Proper Use of CDR’s Computers, Systems and Networks, and CDR’s Code of

Ethics are attached hereto as Composite Exhibit “1.”

DEFENDANT WHEELER

21. Defendant Wheeler was hired by CDR on or about November 18, 2013, and

worked for CDR continuously until on or about October 31, 2014, when Defendant Wheeler

resigned. CDR offered Defendant Wheeler employment at CDR, and Defendant Wheeler

accepted such offer and worked for CDR. A copy of the offer letter is attached hereto as Exhibit

"2."

22. Upon his employment with CDR, Defendant Wheeler held the title of Regional

Director/Senior Recovery Officer, and was provided, among other things, with, and/or otherwise

had access to, CDR’s Employee Handbook, CDR’s Outside Employee Policy, CDR’s Manual on

the Proper Use of CDR’s Computers, Systems and Networks, and CDR’s Code of Ethics.

Defendant Wheeler acknowledged receipt of the Employee Handbook.

23. Moreover, during the course of his employment at CDR, Defendant Wheeler had

access to and obtained Confidential Information in order to assist with the performance of his job

duties.

24. During the course of his employment at CDR and/or thereafter, Defendant

Wheeler, upon information and belief, and in violation of the CDR’s Employee Handbook,

CDR’s Outside Employee Policy, CDR’s Manual on the Proper Use of CDR’s Computers,

Systems and Networks, and CDR’s Code of Ethics, disclosed Confidential Information to third

parties, utilized Confidential Information for private interest, personal gain, or third-party

benefit, and/or engaged in, or participated directly or indirectly in, business that involved the

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design, development or sale of goods or services related to the architectural, engineering,

planning, and/or construction services profession. Moreover, Defendant Wheeler, upon

information and belief, even after the termination of his employment with CDR continued to

represent himself as an employee of CDR for his private interest, personal gain, or third-party

benefit.

DEFENDANT MADDOX

25. Defendant Maddox was contracted by CDR as a consultant on or about July 14,

2014, and worked for CDR continuously until on or about October 31, 2014, when Defendant

Maddox terminated his consultancy agreement with CDR. A true and complete copy of

Consulting Agreement is attached hereto as Exhibit "3."

26. Maddox, among other things, was required by the Consulting Agreement to

perform his duties in good faith. Paragraph 6 of the Consulting Agreement provides, inter alia,

as follows (emphasis added):

Consultant [Maddox] will discharge his duties under this Agreement

in good faith and in a professional manner. Consultant shall obey all

laws in connection with the performance of the Consulting Services,

shall not engage in any deceptive, misleading or unethical practices,

shall otherwise conduct business in a manner that reflects favorably

at all times on the good name, goodwill and reputation of the

Company, its subsidiaries and affiliates, and shall not make any false

or misleading representations with regard to Company, its

subsidiaries or any if its or their affiliates.

27. In regards to Confidential Information, Paragraph 8 of the Consulting Agreement

provides, in pertinent part, as follows:

8.1 During the Term of Services and for two years thereafter,

Consultant agrees to maintain in the strictest of confidence all

“Confidential Information” provided to him by the Company. The

term “Confidential Information” shall mean all information, data,

know-how, customer lists, trade secrets, processes, methods,

procedures, inventions or ideas which are proprietary to the

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Company identified as confidential. Confidential Information shall

not include information that is in the public domain or commonly

known, nor shall there be any restriction on disclosing Confidential

Information pursuant to a court order.

8.2 Consultant acknowledges that the unauthorized disclosure or

use of Confidential Information will cause irreparable injury to

Company for which money damages alone would be an inadequate

remedy, and agrees, therefore, that in addition to recovery of actual

damages by Company in the event of breach of this provision by

Consultant equitable remedies are also appropriate and should be

granted to Company to prohibit and prevent conduct which would

constitute a violation of Consultant’s obligations herein. The

provisions in this section 9 shall survive this agreement.

28. During the course of his consultancy with CDR, Defendant Maddox had access to

and obtained Confidential Information in order to assist with the performance of his job duties.

29. During the course of his consultancy with CDR and/or thereafter, Defendant

Maddox, upon information and belief, and in violation of the Consulting Agreement, disclosed

Confidential Information to third parties, utilized Confidential Information for private interest,

personal gain, or third-party benefit, and/or engaged in, or participated directly or indirectly in,

business that involved the design, development or sale of goods or services related to the

architectural, engineering, planning, and/or construction services profession. Moreover, upon

information and belief, even after the termination of his consultancy with CDR, Defendant

Maddox continued to represent himself as a representative of CDR for his private interest,

personal gain, or third-party benefit.

DEFENDANT WHEELER EMC

30. Defendant Wheeler EMC is a direct competitor of CDR. Defendant Wheeler,

during the course of his employment with CDR and thereafter, has, upon information and belief,

provided Confidential Information to Defendant Wheeler EMC so that the latter company could

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and can compete with CDR and/or tortiously interfere with the contracts and business

relationships of CDR.

31. Upon information and belief, Defendant Wheeler EMC is benefitting from the

misappropriation of CDR’s Confidential Information, including but limited to, the use of

licensed software and applications related to CDR’s project management and client proposals.

MISAPPROPRIATION OF CDR'S CONFIDENTIAL INFORMATION

32. During November 2014, CDR learned that Defendant Wheeler and Defendant

Maddox, during their tenures at CDR and/or thereafter, had disclosed Confidential Information

to third parties, utilized Confidential Information for private interest, personal gain, or third-party

benefit, and/or engaged in, or participated directly or indirectly in, business that involved the

design, development or sale of goods or services related to the architectural, engineering,

planning, and/or construction services profession, and that they even after the termination of

their respective relationships with CDR continued to represent themselves as representatives of

CDR for their private interest, personal gain, or third-party benefit.

33. Without limiting the foregoing, since at least June 2014, Defendant Wheeler and

Defendant Maddox have been working together under the guise of CDR representatives for the

sole purpose of soliciting and stealing CDR’s Confidential Information and prospective and

current client contracts for their own benefit and that of their competing business venture.

34. By way of example, during the end of August 2014, while they were with CDR,

Defendant Wheeler and Defendant Maddox, upon information and belief, falsely represented to

an official of Jackson County, which is a client of CDR and with whom CDR has a binding

contract for a large project, that CDR was pulling out of the Southeast and that one of the

principals of CDR had stolen money from his previous employer. Defendant Wheeler and

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Defendant Maddox, upon information and belief, made such false representations to paint CDR

and its referenced principal in false light with the goal of securing the work for the project for

themselves and/or for Defendant Wheeler EMC.

35. In addition, in early November, while they no longer had any relationship with

CDR, Defendant Wheeler and Defendant Maddox attended one or more meetings with federal,

state, and/or county officials wherein they represented that they were attending as representatives

of CDR. Defendant Wheeler and Maddox, upon information and belief, attended such meetings

and made such representations in order to obtain more information about the pending projects

and to further the goal of securing the work for themselves and/or for Defendant Wheeler EMC.

GENERAL ALLEGATIONS

36. As a result of Defendants' conduct, CDR has been required to retain undersigned

counsel and has agreed to pay them a reasonable fee.

37. All conditions precedent to bringing this action have been satisfied or waived.

COUNT I

Violations of the Florida Uniform

Trade Secrets Act (Florida Statutes § 688.001, et seq.)

(Against all Defendants)

38. CDR readopts and realleges paragraphs 1 through 37 above, as if fully set forth

herein.

39. CDR' s Confidential Information constitutes a trade secret under Florida Statute §

688.002(4), in that it derives independent economic value, actual and potential, from not being

generally known to, and not being readily ascertainable by proper means by other persons who

can obtain economic value from its disclosure or use. Additionally, CDR's Confidential

Information is the subject of efforts that are reasonable under the circumstances to maintain its

secrecy.

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40. The Defendants misappropriated the Confidential Information through improper

means, by breaching their duty to maintain CDR's Confidential Information secret, and providing

it to parties and/or using such Confidential Information, without CDR’s consent, for their private

interest, personal gain, or third-party benefit .

41. Defendants used and plan to continue to use the Confidential Information for their

own purposes, and without the consent of CDR, to the prejudice of CDR.

42. The disclosure of such trade secrets by the Defendants to Defendants or any other

of CDR's customers or competitors, and use thereof, constitutes and, unless enjoined, will

continue to constitute a misappropriation thereof within the meaning of § 688.002(2), Fla. Stat.

43. The Defendants' acts have resulted, and will continue to result, in Defendants'

unjust enrichment. The Defendants' use of such secret and confidential information has and will

continue to damage CDR's business interests, its goodwill, its reputation for good service, and its

reputation for maintaining the confidentiality of its customers and its staffing personnel.

44. CDR is entitled to recover damages, including, but not necessarily limited to, for

such unjust enrichment, in an amount equal thereto, under§ 688.004(1), Fla. Stat.

45. Defendants' misappropriation of CDR's trade secrets was willful and malicious.

CDR reserves its right to seek exemplary damages under § 688.004(2), Fla. Stat., and CDR seeks

reasonable attorneys' fees and costs against Defendants pursuant to § 688.005, Fla. Stat.

46. Absent an immediate injunction against Defendants' violations, CDR will suffer

further irreparable harm for which it has no adequate remedy at law.

WHEREFORE, Plaintiff CDR requests that this Court:

a. grant CDR preliminary injunctive relief during the pendency of this

action, and permanently thereafter:

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i. requiring Defendants to immediately identify and surrender all

Confidential Information, including but not limited to client files and any

computer that may contain Confidential Information, and all copies

thereof, in whatever form retained (including but not limited to data stored

on any customer or server computer, hard drives, flash memory, disk or

other removable media, email account, online data storage service,

personal digital assistant, or telephone) obtained by the Defendants from

CDR;

ii. requiring Defendants to immediately identify and disclose all CDR

personnel and/or client representatives contacted by any Defendant for the

purpose of inducing CDR personnel and/or clients to transfer their service

of record to Defendants;

iii. requiring Defendants to immediately identify and disclose all CDR

prospective customers contacted by any Defendant for the purpose of

inducing said customers to transfer their business to Defendants or any

other CDR competitor;

iv. enjoining and restraining Defendants from utilizing or disclosing any

Confidential Information to any competitor of CDR, including, but not

limited to, Defendants, or using such information on behalf of anyone

without CDR' s prior written consent;

v. enjoining and restraining Defendants from providing or assisting in the

provision of any service or product to any client, prospective customer, or

personnel of CDR in violation of CDR’s Employee Handbook, CDR’s

Outside Employee Policy, CDR’s Manual on the Proper Use of CDR’s

Computers, Systems and Networks, and CDR’s Code of Ethics, and/or the

Consulting Agreement, and applicable law, including, but not limited to,

soliciting or providing services to those CDR clients, prospective

customers and employees already solicited through the use of CDR's

Confidential Information; and

vi. enjoining and restraining Defendants from inducing or attempting to

induce any other CDR employee to misappropriate or misuse CDR

Confidential Information;

b. enter judgment jointly and severally against Defendants and in favor of

CDR for compensatory damages and reserve its right to seek exemplary

damages for Defendants' willful and malicious misappropriation of CDR

Confidential Information and trade secrets pursuant to § 688.004, Fla. Stat.

upon a proper showing as required by law;

c. tax costs and attorney's fees against those Defendants liable for same

pursuant to applicable law and any agreement providing for same; and

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d. grant such other relief as this Court deems just and proper.

COUNT II

Breach of Consulting Agreement

(Against Defendant Maddox)

47. CDR readopts and realleges paragraphs 1 through 37 above, as if fully set forth

herein.

48. CDR's Consulting Agreement is supported by valid business interests, including

but not limited to CDR's Confidential Information, customer relationships, client information,

goodwill and reputation for maintaining confidentiality. The restrictions set forth in the

Consulting Agreement are reasonable and not broader than necessary to protect these legitimate

interests.

49. Defendant Maddox has violated his obligations under the Consulting Agreement,

including, but not limited to, the good faith and confidentiality provisions of the Consulting

Agreement, by, among other things, disclosing Confidential Information to third parties, utilizing

Confidential Information for private interest, personal gain, or third-party benefit, and/or

engaging in, or participating directly or indirectly in, business that involving the design,

development or sale of goods or services related to the architectural, engineering, planning,

and/or construction services profession. Moreover, upon information and belief, even after the

termination of his consultancy with CDR, Defendant Maddox continued to represent himself as a

representative of CDR for his private interest, personal gain, or third-party benefit.

50. Without limiting the foregoing, Defendant Maddox violated his obligations under

the Consulting Agreement by taking and retaining Confidential Information regarding CDR

clients and prospective customers by cooperating with the other Defendants for the purpose of

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inducing CDR's clients and prospective customers to transfer their business or projects to the

Defendants.

51. Defendant Maddox has violated his obligations under the Consulting Agreement

by, among other things, misappropriating Confidential Information regarding CDR clients and

projects by cooperating with the other Defendants for the purpose of inducing CDR's clients to

transfer their projects to Defendants.

52. As a result of these actions, CDR has been and/or will be damaged, insofar as its

clients, prospective customers and personnel have been contacted, and as a result, its goodwill

will be harmed and its clients, prospective customers and personnel may request that their

business or projects be transferred to Defendants or other CDR competitors.

53. Absent an immediate injunction against Defendants' concerted wrongdoing CDR

will suffer further irreparable harm for which it has no adequate remedy at law.

WHEREFORE, CDR requests that this Court:

a. grant CDR preliminary injunctive relief during the pendency of this

action, and permanently thereafter:

i. requiring Defendant Maddox to immediately identify and surrender all

Confidential Information, including but not limited to client files and any

computer that may contain Confidential Information, and all copies

thereof, in whatever form retained (including but not limited to data stored

on any customer or server computer, hard drives, flash memory, disk or

other removable media, e-mail account, online data storage service,

personal digital assistant, or telephone) obtained by the Defendants from

CDR;

ii. requiring Defendant Maddox to immediately identify and disclose all

CDR client contacted by any of them for the purpose of inducing CDR

client to transfer their projects of record to Defendants;

iii. requiring Defendant Maddox immediately identify and disclose all

CDR clients and potential customers contacted by any of them for the

purpose of inducing clients or potential customers to transfer their

business to Defendants;

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iv. enjoining and restraining Defendant Maddox from utilizing or

disclosing any Confidential Information to any competitor of CDR,

including but not limited to Defendants, or using such information on

behalf of anyone without CDR’s prior written consent;

v. enjoining and restraining Defendant Maddox from providing or

assisting in the provision of any service or product to any client,

prospective customer, or personnel of CDR in violation of the Consulting

Agreement, including but not limited to soliciting or providing services to

those CDR clients, prospective customers and employees already solicited

through the use of CDR' s Confidential Information; and

vii. and enjoining and restraining Defendant Maddox from inducing or

attempting to induce any other CDR employee to misappropriate or

misuse CDR Confidential Information;

b. tax costs and attorney's fees against those Defendants liable for same

under applicable law, including pursuant to § 542.335(k), Fla. Stat., or any

agreement providing for same; and

c. grant such other relief as this Court deems just and proper.

COUNT III

Tortious Interference with Contracts and/or Business Relationships

(All Defendants)

54. CDR repeats and realleges each allegation contained in paragraphs 1 through 37

above, as though fully set forth herein.

55. CDR has valuable relationships with its clients, prospective customers, and

personnel, including contractual and business relationships.

56. At all times relevant hereto, Defendants have been aware of the existence and

value of these contracts and relationships.

57. Defendants' influence and assistance in soliciting CDR's clients and prospective

customers would be an unfair competitive advantage to Defendants in light of the proscription

against such behavior.

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58. Defendants, in a concerted effort, intentionally, maliciously, and without

justification, have interfered, and continue to interfere, with Plaintiff's relationships with its

personnel, clients and prospective customers, by, among other things, soliciting, encouraging and

participating in the transferring of CDR projects and potential projects.

59. Defendants, in a concerted effort, intentionally, maliciously, and without

justification, have interfered, and continue to interfere, with Plaintiff's relationships with its

personnel, clients and prospective customers, by, among other things, soliciting business from

CDR's clients and prospective customers.

60. As a result of these actions, CDR has already been damaged, insofar as Defendant

Wheeler and Defendant Maddox went to work together, CDR’s clients have engaged Defendants

for their project needs, and because of the undercutting CDR’s bids for clients to prospective

customers.

61. Absent an immediate injunction against such unfair competition and tortious

interference with CDR's relationships with its personnel, clients and potential customers CDR

will suffer further irreparable harm for which it has no adequate remedy at law.

WHEREFORE, CDR requests that this Court:

a. grant injunctive relief, preliminarily and permanently thereafter;

b. enjoin and restrain Defendants from soliciting business from CDR’s

clients and potential customers;

c. enjoin and restrain Defendants from soliciting recruitment of CDR

personnel and transferring their employment of record to Defendants;

d. enter judgment against Defendants and in favor of CDR for compensatory

damages; and upon a proper showing as required by law, punitive

damages; and

e. grant such further relief as this Court deems just and proper.

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COMPOSITE EXHIBIT

1

CDR Maguire Employee HandbookPolicies & Practices

CDR Maguire Inc.Employee Handbook


1

FOREWORD

This Employee Handbook has been prepared to introduce you to our company. It will acquaint you with employment policies and practices of CDR Maguire Inc. The information contained in this handbook applies to all employees of CDR Maguire Inc. It contains only general information and guidelines. It is not intended to be comprehensive or to address all the possible applications of, or exceptions to, the general policies and procedures described. For that reason, if you have any questions concerning eligibility for a particular benefit or the applicability of a policy or practice to you, you should address your specific questions to the Human Resources department. Neither this handbook nor any other company document confers any contractual right, either express or implied, to remain in the company’s employ. Nor does it guarantee any fixed terms and conditions of your employment. Your employment is not for any specific time and may be terminated at will with or without cause and without prior notice by the company, or you may resign for any reason at any time. No supervisor or other representative of the company (except the president) has the authority to enter into any agreement for employment for any specified period of time or to make any agreement contrary to the above.

Please read this Handbook carefully and keep it handy for future reference. One of your first responsibilities is to be familiar with its contents. This handbook and the information in it should be treated as confidential. No portion of this handbook should be disclosed to others, except CDR Maguire employees and others affiliated with CDR Maguire whose knowledge of the information is required in the normal course of business.

Some subjects described in this handbook are covered in detail in official policy documents. Refer to these documents for specific information because the handbook only briefly summarizes those guidelines and benefits. Please note that the terms of the written insurance policies are controlling and override any statements made in this or other documents. CHANGES IN POLICY

Since our business is constantly changing, we expressly reserve the right to change any of our policies, including those covered here, at any time. We will notify you of these changes by e-mail notification, by posting them on the bulletin board, or by other appropriate means. Changes will be effective on dates determined by the company and you may not rely on policies that have been superseded. No supervisor or manager other than the President of the company has any authority to alter the foregoing.

If you are uncertain about any policy or procedure, please check with your supervisor or Human Resources.


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TABLE OF CONTENTS

Absence from Work................................................................................................................................................ 1 Address (Company) ............................................................................................................................................... 1 Affirmative Action/EEO ................................................................................................................................................. 2 Benefits ................................................................................................................................................................. 2 Bereavement Leave................................................................................................................................................ 3 Code of Ethics & Business Conduct Guidelines……………........................................................................................ 3 Conference Rooms................................................................................................................................................. 3 Credit Union........................................................................................................................................................... 3 Dependent Care Account....................................................................................................................................... 3 Direct Deposit- Payroll/Expenses........................................................................................................................... 3 Drug-free Workplace ............................................................................................................................................. 4 Employee Assistance Program (EAP) ..................................................................................................................... 4 Employee Referral Program ................................................................................................................................... 4 Family and Medical Leave ..................................................................................................................................... 4 Flex$aver Plan ........................................................................................................................................................ 4 Group Medical, Dental, and Vision ........................................................................................................................ 4Holiday Schedule ................................................................................................................................................... 5 Jury Duty ............................................................................................................................................................... 5 Long-term Disability .............................................................................................................................................. 5 Mileage Allowance ................................................................................................................................................ 5 Military Leave ........................................................................................................................................................ 6 Open Positions....................................................................................................................................................... 6 Outside Employment ............................................................................................................................................ 6 Overtime ............................................................................................................................................................... 7 Paid Time Off (PTO) .............................................................................................................................................. 7 Parking .................................................................................................................................................................. 7 Part-time Employees.............................................................................................................................................. 7 Paydays .................................................................................................................................................................. 7Personal Information Changes.. ........................................................................................................................... 8 Professional Registration Salary Increase………..................................................................................................... 8 Professional Societies .......................................................................................................................................... 8 Prohibiting Harassment of Employees….. ............................................................................................................ 8 Proper Use of CDR Maguire’s Computers, Systems, & Networks…………………....................................................... 9 Publication Incentive Award ................................................................................................................................ 9 Safety ................................................................................................................................................................... 9 Salary Administration............................................................................................................................................. 9 Severance Pay....................................................................................................................................................... 10 Short-term Disability ........................................................................................................................................... 10 Telephone Lists .................................................................................................................................................... 10 Temporary Assistance .......................................................................................................................................... 10 Temporary Employees ......................................................................................................................................... 10 Time Sheets ......................................................................................................................................................... 10Travel Reservations .............................................................................................................................................. 11 Tuition Program ................................................................................................................................................... 11 United Way .......................................................................................................................................................... 11 Vacation Time ...................................................................................................................................................... 11 Visitors ................................................................................................................................................................. 12 Working Hours ..................................................................................................................................................... 12 W-4 Forms .......................................................................................................................................................... 12


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ABSENCE FROM WORK

If you are absent from work, you must notify your immediate supervisor as early as possible in the morning. Failure to call may lead to termination of employment. All planned absences should be cleared with your immediate supervisor in advance, e.g., vacation and personal time.

CDR Maguire Inc. 211 Congress Street 11th Floor Boston, MA 02110 Tel. 617.778.1440 Fax 617.348.2143

CDR Maguire Inc. D. L. Clark Building 503 Martindale Street Pittsburgh, PA 15212-5746 Tel. 412.322.8340 Fax 412.322.2138 CDR Maguire Inc. 8669 NW 36 Street, Suite 340Doral, FL 33166Tel. 305.235.5098 Fax 305.238.6730 CDR Maguire Inc. 225 Chapman Street Providence, RI 02905 Tel. 401. 272-6000 Fax 401.272-9185

CDR Maguire Inc. 2080 Silas Deane Highway 1st Floor Rocky Hill, CT 06067 Tel. 860.224.9141 Fax 860.224.9147 CDR Maguire Inc. 1412 King Street, P. O. Box 3039 Christiansted, St. Croix USVI 00822 Tel. 340.713.9331 Fax 340.773.5361

CDR Maguire Inc.APC Building, Suite 202800 N 3rd StreetHarrisburg, PA 17102

ADDRESS (COMPANY)


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AFFIRMATIVE ACTION/EEO

CDR Maguire provides equal employment opportunities (EEO) to all employees and applicants for employment without regard to race, color, religion, gender, sexual orientation, gender identity, national origin, age, disability, marital status, or status as a covered veteran in accordance with applicable federal, state, and local laws.

CDR Maguire complies with applicable state and local laws governing nondiscrimination in employment in every location in which the company has facilities. This policy applies to all terms and conditions of employment, including hiring, placement, promotion, termination, layoff, recall, transfer, leaves of absence, compensation, and training.

CDR Maguire prohibits any form of unlawful employee harassment based on race, color, religion, gender, sexual orientation, national origin, age, disability or protected veteran status. Improper interference with the ability of CDR Maguire employees to perform their expected job duties is absolutely not tolerated.

BENEFITS

• Basic and Supplemental Life Insurance • Bereavement Leave • Business Travel Accident Insurance • Credit Union • Dependent Care Account • Employee Assistance Program • Family and Medical Leave • Flex$aver Plan (401K) • Holidays • Long Term Disability • Medical, Dental and Vision Plan • Membership Dues for Professional Society • Paid Time Off (PTO) • Payroll/Expenses Direct Deposit • Professional Registration Incentive • Publication Incentive Award • Short Term Disability • Smoke Free Work Environment • Tuition Program • Vacation Time • Voluntary Accident Insurance

Contact Human Resources for detailed information or visit your “My Benefits” page of the iVantage System.


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BEREAVEMENT LEAVE

Full-time employees are eligible to take up to three (3) days with pay to attend the funeral or attend to personal matters related to the death of an immediate family member.

CODE OF ETHICS AND BUSINESS CONDUCT GUIDELINES

The "Code of Ethics and Business Conduct Guidelines" were created by a task force of twenty-seven employees and is designed to communicate, clearly and simply, CDR Maguire's commitment to ethical behavior. This document will provide you with a resource to which you may refer when questions regarding ethical conduct arise.

CONFERENCE ROOMS

Reservation of conference rooms should be made as far in advance as possible by calling the Receptionist.

CREDIT UNION

For your convenience, CDR Maguire offers its employees payroll deduction for deposits into the USAlliance Federal Credit Union at the current interest rate given. Application and change of deduction forms may be obtained in the Human Resources Department. If you have any questions, contact the Human Resources Department.

DEPENDENT CARE ACCOUNT

If you meet certain requirements set by the IRS (e.g., if you pay for dependent care services for a dependent child, spouse or parent), you may be eligible for Dependent Care Coverage. See the Human Resources Department for details that will determine your eligibility.

DIRECT DEPOSIT – PAYROLL/EXPENSES

CDR Maguire offers direct deposit of bi-weekly payroll checks and expense checks to all employees. The appropriate form can be obtained in the Human Resources Department.


6

DRUG-FREE WORKPLACE

CDR Maguire provides a drug-free workplace for all of its employees. Please refer to Corporate Policy Statement for more information.

EMPLOYEE ASSISTANCE PROGRAM (EAP)

CDR Maguire provides an Employee Assistance Program (EAP) for employees and members of their immediate family. The program is a service that provides professional help in areas generally affecting mental or physical health, drug and alcohol abuse, stress, anxiety, depression, marital and family problems, personal finance and credit problems, legal matters, etc. Participation is strictly voluntary and confidential. The EAP is managed by Guardian. The 24-hour emergency hotline number is 1-800-386-7055.

EMPLOYEE REFERRAL PROGRAM

If you refer a qualified candidate and the referral results in a full-time hire, you may be eligible for a cash award. All details as well as referral forms are available in the Human Resources Department.

FAMILY AND MEDICAL LEAVE

FMLA entitles eligible employees to take up to twelve (12) weeks of unpaid, job-protected leave each year for specified family and medical reasons. Please see the attached FMLA Summary Notice for more details. Where state laws do exist on family and medical leave, it should be noted that CDR Maguire complies with state family and medical leave laws that provide more protections than the Federal Family and Medical Leave Act (FMLA).

FLEX$AVER PLAN

All regular full-time and regular part-time employees are eligible to join CDR Maguire's Flex$aver Plan (401K) on the first pay date in the month following date of hire. Details of the Plan are included in the Employee Benefit Package. Please address any questions to your Human Resources Department. GROUP MEDICAL, DENTAL AND VISION

CDR Maguire offers both a PPO and an HSA plan for employees to choose from. Both plans are offered through Blue Cross/Blue Shield of Florida.

Employees may choose from a High or Low level Dental Plan offered through Guardian Insurance Company. ID cards are issued upon employment.Employees may also choose to participate in a vision plan offered through Guardian Insurance Company. Plan details are available through Human Resources.


7

HOLIDAY SCHEDULE

The Company provides eight (8) paid holidays each year. Updated holiday schedules are posted on the company bulletin boards, and copies are available in the Human Resources Department.

JURY DUTY

The Company recognizes that periodically you are asked to fulfill basic civil obligations. If you serve on a jury, you will be paid the difference between pay received for jury service and your normal base pay rate for the same period of time, providing you submit the Notice to Service to your supervisor. When jury presence is not required, you are expected to return to work. Benefit coverage is continued during this time. Documentation of any jury pay received is required.

LONG-TERM DISABILITY

Long-term disability helps to protect your income when, due to a covered illness or injury, you become disabled. All active, regular full-time and part-time (30 hours per week) employees of CDR Maguire are covered. If you have any questions, contact Human Resources.

MILEAGE ALLOWANCE

If you use your own automobile for Company business, you will be reimbursed at the current Company rate per mile. This reimbursement is to compensate for the wear and tear and any non-reimbursable items incurred. In addition, you will be reimbursed for any tolls or parking charges incurred during your trip. Traffic violations, parking tickets and automobile accidents are your responsibility and are not reimbursable items.


8

MILITARY LEAVE

You must notify the Human Resources Department of any up-coming military leave. Your Human Resources Representative will review the Company's policy regarding military leave with you at that time. Short-Term Military Leave: 1. Voluntary Leave: Payment for vacation will be granted if the leave is taken during the vacation period. If taken at another time, or if the leave is longer than the vacation earned, time off will be granted, but no payment will be given for the difference. 2. Involuntary Leave: When short-term military attendance is mandatory (e.g., annual two-week summer training camp to complete six years of reserve military service, etc.), the employee will receive military makeup pay up to a maximum of two weeks per year. Military makeup pay is the difference between military pay (including basic military pay, special or hazardous duty pay, and quarter’s allowance) and base salary. Employees may, in lieu of military makeup pay; request to receive earned vacation pay to coincide with the duty period. If the number of earned vacation days is shorter than the military obligation, the employee will receive military makeup pay for the number of days’ difference. OPEN POSITIONS

Normally, all positions will be posted on the corporate CDR Maguire internet page. Management, however, reserves the right not to post certain positions. Any employee interested in being considered for an opening should contact the Human Resources Department.

OUTSIDE EMPLOYMENT

No employee may engage or participate directly or indirectly in any business that in any way involves the design, development or sale of goods or services related to the architectural/engineering/planning profession, except within the course of employment by the Company. Please refer to Corporate Policy Statement for more information.

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OVERTIME

The Profit Center Manager must approve any overtime. Non-exempt employees will be compensated at the rate of time-and-one-half for all approved hours worked over 40 in a week. If you work less than 40 regular hours, you will be compensated at straight time for overtime hours. Regular hours do not include sick, personal, holiday or vacation time. EXAMPLE: You work 44 hours, however, 8 of those hours were sick time. You would be compensated at straight time for those 4 hours due to the fact you had not worked 40 regular hours. Pay for salaried employees cannot be reduced for partial-day absences.

PAID TIME OFF (PTO)

All full time employees will have forty (40) hours of Paid Time Off (PTO) to use as you see fit for vacation, sickness, appointments, emergencies or other needs you might have. Employees are responsible for managing PTO hours to allow adequate reserves for paid time off needs. Regular part time employees will be granted PTO on a pro-rated basis. New hires are eligible after three (3) months of employment. Any PTO expires at the end of each calendar year or at termination of employment, and employees cannot receive payment in lieu of time taken. Please refer to Deltek to track your PTO benefit hours.

PARKING

Parking is available in most offices at no cost to the employee. Other offices may vary.

PART-TIME EMPLOYEES

Regular employees hired for a position consisting of less than forty (40) hours per week are classified as regular part-time, provided they work a minimum of thirty (30) hours per week. Regular part-time employees are entitled to certain benefits, please contact the Human Resources Department for further details. PAYDAYS

All employees are paid bi-weekly on Friday. Your check represents earnings for the two official work weeks, which ended the previous Friday. The pay period begins on Saturday and ends on Friday.


10

PERSONAL INFORMATION CHANGES

Up-to-date personal information is necessary for prompt and proper administration of your employment records and benefits.

Please notify Human Resources of any changes to name; address; telephone number; marital status; number of dependents; beneficiary designation, etc.

Should you terminate, it is also important that you keep the Company informed as to any change of address.

PROFESSIONAL REGISTRATION SALARY INCREASE

The Company allows you time off with pay to take examinations necessary to obtain professional registrations. Reimbursement is made for initial examination fee and the registration and renewal fee in the State in which you are employed. If the Company asks that you become registered in a certain state, the Company pays the professional registration and renewal fees in that state also.

A salary adjustment may also be granted upon attainment of first time professional registration. The salary adjustment will be in the range of 2% to 8% based upon performance, salary grade, and position in salary range.

PROFESSIONAL SOCIETIES

We encourage your membership in the professional society closely related to your field/position. Under qualifying conditions, a membership fee may be paid.

PROHIBITING HARASSMENT OF EMPLOYEES

CDR Maguire Inc. maintains a work environment free from unlawful harassment based on sex, sexual orientation, race, color, religion, gender, national origin, ancestry, age and disability. Please refer to Corporate Policy Statement for more information.


11

PROPER USE OF CDR MAGUIRE’S COMPUTERS, SYSTEMS AND NETWORKS

CDR Maguire’s systems and networks are comprised of electronic networks, computer systems, electronic mail (E-mail), voice mail, Intranets and Internet access. These electronic systems and networks are valuable company assets that require our protection from inappropriate use. Information developed and transmitted using this technology as well as the ability to freely communicate, is also a valuable asset that plays a significant role in CDR Maguire’s success. As such, we as employees of CDR Maguire need to use these assets in a professional and appropriate manner. Please refer to Corporate Policy Statement for more information.

PUBLICATION INCENTIVE AWARD

To be eligible for this award, articles or papers on subjects of interest to architects, engineers, planners, management, and/or operating personnel must be accepted and published by a recognized professional or trade publication. The name of the Company, CDR Maguire, should be mentioned either within the article or under the author's credits.

SAFETY

CDR Maguire has a Safety & Health Program that serves all of its managers and employees, and details are set forth in the Safety and Health "CDR Maguire Plan" Manual. Employees noting safety hazards are encouraged to report them to our Safety Officer.

SALARY ADMINISTRATION

CDR Maguire maintains a formal performance appraisal program specifically designed to establish and measure individual performance objectives that are linked to and support the strategic and operational plans of the Company.

This program was conceived in order to create a process whereby employees and their immediate supervisor or manager have frequent communications regarding expectations, performance, and developmental needs.


12

SEVERANCE PAY

Any award of severance pay will be made by the Company on a discretionary basis.

SHORT-TERM DISABILITY

If you are a regular full-time employee or regular part-time employee working a minimum of thirty (30) hours each week, you are eligible to purchase short-term disability coverage. If you have any questions, contact Human Resources.

SMOKE FREE WORK ENVIRONMENT

CDR Maguire is committed to providing a comfortable, healthy and safe work place for our employees; therefore, smoking is only permitted outside of the premises and in accordance with other applicable state / local laws.

TELEPHONE LISTS

Telephone lists are available from the Human Resources Department. These are updated periodically, so please report any extension changes immediately to the switchboard operator/receptionist in your location. TEMPORARY ASSISTANCE

Requests for temporary technical or clerical help are to be made through Human Resources.

TEMPORARY EMPLOYEES

Employees hired for short-term employment are classified as temporary employees. Temporary employees are not entitled to any Company benefits and are compensated only for hours actually worked.

TIME SHEETS

To prepare accurate payrolls and ensure proper billing procedures, employees must complete a weekly time sheet and properly fill it in on a daily basis in our Deltek Payroll System. All time sheets are to be submitted and approved by the close of business on Fridays. Your supervisor will provide you with your employee number. The nature of the work determines the proper distribution of time, not availability of funding, type of contract, or other factors.


13

TRAVEL RESERVATIONS

For travel arrangements for business trips, please adhere to the Company’s travel and expense policy.

TUITION PROGRAM

For information and applications regarding CDR Maguire's Tuition Reimbursement Program, contact Human Resources.

UNITED WAY

Contributions to the United Way Fund can be arranged through CDR Maguire's payroll deduction program. For further information, contact Human Resources.

VACATION TIME

It is the policy of the Company to grant annual paid vacations to regular full-time and part-time employees in accordance with the guidelines established below. Every reasonable effort will be made to enable vacations to be taken at times convenient to the employee, subject to advance notice and prior approval by your supervisor.

Vacation time accrues on a bi-weekly basis to a maximum of ten (10) days per year for regular full-time employees.

You must be employed six (6) months before you are entitled to vacation pay.

After completing five (5) years of continuous service you are entitled to three (3) weeks of vacation.

You are entitled to four (4) weeks of vacation upon reaching fifteen (15) years of continuous service.

Although employees are encouraged to use their vacation within the year it was earned, our policy provides that up to one year’s vacation entitlement may be carried over to the next year.

The established vacation year is the period from January 1st – December 31st. The payroll period closest to these dates is used each vacation year.


14

VISITORS

The Receptionist should be informed of names of expected visitors and the time of arrival when available to you. This allows the Receptionist to receive visitors in a professional manner. If for some reason you cannot receive them when she/he notifies you, offer an approximate time for a waiting period. Visitors should not be allowed to roam the building. Please make arrangements to have them escorted.

WORKING HOURS

Normal working hours are from 8:00 A.M. to 5:00 P.M. with a one-hour lunch break normally taken from 12 noon to 1:00 p.m.

W-4 FORMS

For changes in dependents or marital status, you must file a new W-4 form (tax withholding), which is available through the Human Resources department.

CDR Maguire Inc.

Outside Employment Policy

Policy Statement

I. No employee may engage or participate directly or indirectly in any business that in

any way involves the design, development or sale of goods or services related to the

architectural/engineering/planning/construction services profession, except within the

course of employment by the company.

A waiver may be granted if the following conditions are met:

a. Employee serves prior notice in writing to the Chief Operating Officer of

intention to perform such services with such detail as may be required, and

receives the prior written approval of the company. Such approval shall be at

the discretion of the Chief Operating Officer.

b. Such services are not performed on Company premises or with Company

equipment or on Company time.

c. Such services are being performed for a person, firm or corporation not

being or having been a client, a prospective client, or competitor of the

company. This prohibition on employment includes serving as an advisor

or consultant to any such organization, unless that activity is conducted as

a representative of the company.

d. Such services do not in any way compromise the company’s interests or

hinder performance of employee’s work for the company.

e. Such services do not in any way relate to work being performed or having

been performed by the company, nor would they be of a size, nature and

scope that the Company would normally undertake.

f. There shall exist no actual or potential conflict of interest. If there is any

doubt as to whether or not there is a conflict, it is the employee’s

responsibility to advise the company, through its Ethics Review Panel.

g. The employee advises his/her supervisor that he/she has made a written

affirmative representation to the person, firm, or corporation for whom

he/she proposes to perform services, that such services are not being

performed as an employee of the Company and he/she is solely responsible

for the performance of such services.

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II. The Company will not be responsible for services performed by an employee

outside the course of his/her employment by the Company whether in compliance

with the above or not, nor will the Company provide an employee with a defense

to any claim arising out of the performance of such services. If any claim is

brought against the Company arising out of the performance of services by an

employee outside the course of his/her employment, the Company may elect to

bring indemnification proceedings against the employee.

III. Violation of this policy may lead to disciplinary action up to and including

termination.

Carlos A. Duart

President/Chief Executive Officer

6/10/11

1

Corporate Policy Manual General

Policy Statement No. 1.12 Distribution Code: C Effective Date: 04/01/00 Page 1 of 3 Revision Date: 06/25/10

SUBJECT: Proper Use of CDR Maguire’s Computers, Systems and Networks Philosophy: CDR Maguire’s systems and networks are comprised of electronic networks, computer systems, electronic mail (E-mail), voice mail, Intranets and Internet access. These electronic systems and networks are valuable company assets that require our protection from inappropriate use. Information developed and transmitted using this technology as well as the ability to freely communicate, are also valuable assets that play a significant role in CDR Maguire’s success. As such, we as employees of CDR Maguire need to use these assets in a professional and appropriate manner. Policy: CDR Maguire’s systems and networks (electronic networks, computer systems, electronic mail (E-mail), voice mail, Intranets and Internet access) are provided as tools to enhance CDR Maguire’s business. Limited non-business use is permitted provided that it does not interfere with business use and is consistent with CDR Maguire’s policies, Code of Ethics and all applicable laws. However, employees must never assume that their personal information is private as all systems are the property of CDR Maguire Inc. The Company reserves the right to access, review and exclude any material transmitted across or stored in these systems and networks it believes is inappropriate or in violation of policy. Employees who CDR Maguire determines have misused the technology and managers who have failed to control the use of these resources appropriately are subject to appropriate discipline up to and including termination. Anyone who fails to adhere to these requirements may also be restricted, or prohibited from using CDR Maguire’s computers, systems, networks or software. Carlos A. Duart President/Chief Executive Officer

2

Corporate Policy Manual General Policy Statement No. 1.12 Distribution Code: C Effective Date: 04/01/00 Page 2 of 3 Revision Date: 06/25/10

Definitions: The term systems and networks covered by this policy are intended to be interpreted broadly to include the use of company owned resources to access both internal and external networks and systems. Systems may be a combination of computers, software, utilities, storage and storage devices. A network is a system that may transport data, voice or video. Practice: To clarify the intent of this policy, examples are provided below if inappropriate use of CDR Maguire’s systems. These examples are not intended to be all inclusive. They are provided to assist all users in determining proper use of CDR Maguire’s systems. In general, any use of these resources, which CDR Maguire determines is harmful to the interests of the company, its workforce, or clients is not allowed. Behavior that the company determines to be inconsistent with these stated purposes is prohibited. Examples of inappropriate use include:

Any use which violates law or applicable regulation

Promoting discrimination, disrespect for an individual, or making personal attacks

Viewing, copying or transmitting material with sexual content

Transmitting offensive, harassing demeaning or disruptive information or messages, ethnic jokes of slurs

Making defamatory, inflammatory or derogatory statements about individuals or companies

Disclosing private facts about any individual

Transmitting or posting CDR Maguire classified information or any third party confidential or proprietary information

Using copyrighted material without the legal right to do so

Solicitation of any kind, including chain letters

Permitting or obtaining unauthorized access to any systems, networks, software or computers

Use for personal financial gain

Any use that would create a potential conflict of interest for the employee

3

Corporate Policy Manual General

Policy Statement No. 1.12 Distribution Code: C Effective Date: 04/01/00 Page 3 of 3 Revision Date: 06/25/10

Responsibilities: ALL USERS:

Are accountable for the proper use of CDR Maguire’s systems and networks.

Should request information to ensure that they are clear what constitutes proper and improper use prior to any questionable use.

Are expected to use company sponsored computer resources and their time at work (as determined by their manager) in accordance with this policy. In addition, employees should report all potential misuse to their manager.

SYSTEMS MANAGERS

Must take steps to ensure that computers, systems and networks that they manage are clearly operating in support of company business activities. System managers must immediately investigate and report any incident if misuse by an employee to the employee’s manager.

ALL MANAGERS/SUPERVISORS

Are expected to communicate this policy to ensure that what constitutes proper and improper use is understood and hold employees accountable.

Should periodically monitor these resources to ensure that they are being used in accordance with his policy.

CODE OF ETHICS AND BUSINESS CONDUCT GUIDELINES Architects/Engineers/Planners

A Commitment to Excellence First Printing: February 1993 Second Printing: April 1993 Third Printing: June 1994 Fourth Printing: June 1995 Fifth Printing: September 1998 Sixth Printing: November 2000 Seventh Printing: April 2010

LETTER FROM THE PRESIDENT To Our Employees: A company’s reputation for integrity is one of its most valued assets. Each of us must be committed to achievement and maintenance of CDR Maguire’s reputation for high integrity in the manner in which we conduct the day‐to‐day business of our company. As CDR Maguire enters a new era, it is my personal mission, to maintain and/or improve the quality of Maguire’s work and reputation within the industry and community. Achieving and maintaining a good business reputation requires the awareness and effort of each of us working together. These guidelines in effect represent a mission statement for the achievement of integrity in our business. The livelihood of over 500 employees lay in each and every one of our hands by the way we conduct ourselves in our business dealings. Because of the nature of the industry we are in and because the majority of our clients are governmental agencies, CDR Maguire must exceed, not just comply, with current federal, state and local regulations regarding ethics. This will be the new culture of CDR Maguire. As such, this booklet, which is being provided to each of you, contains Maguire’s revised “Code of Ethics and Business Conduct Guidelines” to reflect the new culture of CDR Maguire. I am making my personal commitment to each of you that these guidelines will be scrupulously followed. An important revision, which is applicable to CDR Maguire, is a Zero‐Tolerance policy for ethical violations regarding gifts, gratuities, and illegal activities. Each employee will be required to sign and acknowledge that they are not only aware, but will strictly adhere to our policies. As we proceed to the next century we will together endeavor to make CDR Maguire a source of great individual pride and an outstanding example to America. I thank each of you for joining with me in this effort. Sincerely, Carlos A. Duart, C.P.A. President & CEO 8669 NW 36 Street, Suite 340 Doral, FL 33166 P: 786-235-8534 F: 786-235-8501

Winner of Two Presidential Awards for Design Excellence

TABLE OF CONTENTS I. INTRODUCTION 1

II. COMPANY AND EMPLOYEE RESPONSIBILITIES 2

III. BUSINESS CONDUCT GUIDELINES 3

1. Business Courtesies 3

2. Gifts and Gratuities 4

3. Improper Payments 4

4. Commissions/Contingency Fees 4

5. Political Contributions 4

6. Conflict of Interest 5

7. Confidentiality 5

8. Competitor Intelligence 5

9. Truth in Advertising, Communications & Proposals 5

10. Company Funds, Resources & Accounting 5

11. Software 6

IV. FOLLOW‐THROUGH 7

V. MAGUIRE’S COMMITMENT TO EXCELLENCE 8

VI. MAGUIRE’S ETHIC’S REVIEW PANEL 9

This “Code of Ethics and Business Conduct Guidelines” applies to directors, officers and employees of the

CDR Maguire Inc. and all its subsidiaries

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I. INTRODUCTION

The purpose of this code is to establish guidelines of ethical business conduct. CDR Maguire Inc.’s (hereafter Maguire) goal is to achieve and maintain a commitment to integrity in the manner in which we conduct our business. This commitment will be reflected in our interaction with our clients, various public constituencies, and with each other. This code applies to Maguire’s Board of Directors, its Officers, to each Employee, as well as any vendors or associates we do business with. No set of guidelines can delineate the appropriate moral conduct and ethical behavior for every situation with which we will be confronted. It is therefore important that whenever we find ourselves confronted by a difficult decision that we seek counsel from colleagues, management, and the Ethics Review Panel. In the last analysis, however, we must rely on our own good judgment. Please note that at Maguire, we have a Zero‐Tolerance policy for ethical violations. Due to the nature of our business and the clients we serve, which are primarily governmental agencies, infractions can not only jeopardize your employment with the firm, but puts the entire firm and all of its employees in jeopardy. It will not be tolerated by Management. One of the most important elements of our policy is open communication. Every transaction in which we engage must be correctly documented and reported. We should always behave in such a way that public scrutiny of our actions would be welcome. We see no conflict between attention to profit and attention to ethics. We will prosper most in an environment that is fair, open, and governed by integrity. As we contribute to this environment, we will concurrently be contributing to the financial success of our business.

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II. COMPANY AND EMPLOYEE RESPONSIBILITIES

Maguire, through its Employees, has a responsibility to faithfully and competently serve this interest of its clients, the professional societies that represent our varied professions, and society at large. The work Maguire performs must be of a high quality. It must be expert and professional, clear and accurate, and environmentally sensitive. The Employees must serve their clients with diligence, creativity, and professional competence, while respecting clients’ objectives, decisions, and confidentiality. CDR Maguire’s responsibilities include the following: a. Maguire will endeavor to provide to all its Employees fair and equitable treatment, opportunities for professional growth and advancement, and clear and accurate information. b. Maguire will recognize and reward excellence in job performance, identify and correct substandard or deficient performance of which it is aware, and provide the resources reasonably necessary to properly perform work assignments. c. Maguire will strive to provide a positive, safe, and supportive work environment, free from any discrimination and sexual harassment. d. Maguire will, to the best of its ability, protect its Employees, from health‐related hazards in the workplace. e. Maguire will not knowingly ask or require its Employees to perform in dangerous or hazardous conditions for which Employees are neither trained nor prepared. Employees’ responsibilities include the following: The Employees of Maguire are responsible for upholding and maintaining applicable professional standards in the performance of their duties, which include compliance with applicable laws and regulations. Maguire’s Employees will strive to inform and to be informed about the laws and regulations that are related to the design and construction industry, including monitoring new legislative or regulatory changes. a. Employees will perform their duties with diligence, productivity, competence, creativity, and integrity. b. Employees will respect the confidentiality of Maguire information. c. While representing Maguire, Employees will never act in a way that will discredit the company.

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III. BUSINESS CONDUCT GUIDELINES

1. Business Courtesies:

Business courtesies furnished in connection with business discussions or the development of business relationships are generally accepted as ordinary and necessary in the normal and efficient conduct of business. These may include business‐related meal, refreshments before or after a business meeting, and occasional attendance at athletic, theatrical, or cultural events. Business courtesies in any form must be ethical and proper in all respects. They shall not be offered or accepted in an attempt to give or obtain an unfair advantage or in circumstances that could reflect negatively on Maguire’s reputation. No business courtesies shall be extended to any current employee and/or elected official of a governmental agency. The Management Team has determined that given the numerous and various federal, state and local regulations it is in Maguire’s, and the governmental employee/elected official’s best interest not to extend these courtesies. Violation of this policy can and will result in the immediate termination of employment. Business courtesies may be offered or accepted provided the following conditions are met: The business courtesy does not violate any law, rule, regulation, standards of conduct or knowingly violate the policy of the recipient’s Employer or the organization the recipient represents. The business courtesy is modest—that is, not extravagant or lavish—and infrequent with respect to the same recipient.

2. Gifts and Gratuities:

Maguire encourages and supports contributions to charitable, educational, and professional nonprofit organizations. Further, Maguire recognizes that gifts and gratuities are part of customary business practice. Gifts are items voluntarily transferred from one person to another without compensation. Gratuities, on the other hand, are given voluntarily or without obligation, usually in return for some service. No business courtesies shall be extended to any current employee and/or elected official of a governmental agency. The Management Team has determined that given the numerous and various federal, state and local regulations it is in Maguire’s, and the governmental employee/elected official’s best interest not to extend these courtesies. Violation of this policy can and will result in the immediate termination of employment. Gifts and / or gratuities of nominal value and / or promotional in natures (such as items bearing a logo or given to commemorate an event) may be offered or accepted provided the following conditions are met: a. A non‐charitable gift or gratuity of cash or the equivalent of cash (e.g., a gift certificate) is not permitted and cannot be accepted or given.

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b. The gift or gratuity does not violate any law, regulation, standards of conduct, or knowingly violate the policy of the recipients’ Employer or the organization the recipient represents. c. The gift or gratuity, or the circumstances in which it is given, does not cause embarrassment to Maguire, the recipient’s Employer, or the organization the recipient represents. If any doubt exists about the impact a gift or gratuity could have on the reputation of Maguire or of those involved, the gift or gratuity should not be offered or accepted.

3. Improper Payments:

Any gift or gratuity which is considered improper or illegal under federal, state, or local laws or regulations is strictly prohibited and will result in the immediate termination of employment with Maguire. Ignorance of a current federal, state and local regulations is not a defense, so if there is any doubt or question regarding a gift or gratuity, DO NOT MAKE IT.

4. Commissions/Contingency Fees:

Maguire shall not offer to pay a commission, percentage, or brokerage fee, under any circumstances, in order to secure work.

5. Political Contributions:

a. Individual.

Maguire encourages Employees to contribute to political candidates or parties in accordance with their own personal preferences and in compliance with applicable law. Maguire shall not attempt to influence Employees’ contributions to political candidates. Maguire shall not reimburse, directly or indirectly, Employees for any political contributions or for the cost of attending political events. No Employee or representative of Maguire may make or offer a political contribution to a public official for the express purpose or intent of influencing a pending or future decision by that official relative to the award of any contract to Maguire.

b. Political Action Committees (PACs).

As of March 31, 2010 Maguire dissolved both its state and federal PACs so no further employee contributions will be accepted.

c. Company.

Contributions to political candidates for federal office by corporations are prohibited. Many states also prohibit such contributions for state and local candidates. Where it is allowed, Maguire may make political contributions to candidates or parties which best promote positive advancement and growth potential in its industry. Such political contributions must be approved by Maguire’s President or his designee in advance.

6. Conflict of Interest:

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Maguire prohibits its Employees from engaging in any activity, practice, or act which conflicts with, or appears to be in conflict with, the interest of Maguire, its clients, or its vendors. This policy is meant to reaffirm, augment, and strengthen the conflict of interest sections outlined in the Codes of Ethics for professions participating with Maguire (i.e., AIA, NSPE, AICP, etc.). It is essential for Employees who are confronted with a possible conflict of interest to promptly and fully disclose details of the situation to their managers and, if further resolution is required, to the Ethics Review Panel. In the case of a potential conflict of interest between public safety and the interest of its clients, it is Maguire’s policy and primary obligation to strive to protect the safety of the public by responsible reporting. Special Provisions: a. Employees must disclose to their managers any employment or contractual relationship with persons, firms, or organizations which could lead to a conflict of interest. b. Employees must disclose any financial interest they or their immediate families have in any firm which does business with Maguire or which competes with Maguire. Maguire may require divestiture of such interest if it is in conflict with its best interest.

7. Confidentiality:

Employee will safeguard Maguire’s confidential information concerning transactions, both financial and technical, which is essential to the conduct of its business. Information should be shared only with those who have a legitimate right to know. Confidential information obtained through employment with Maguire shall not be used for the furthering of any private interest, personal gain, or third‐party benefit. Client‐related information will not be released to other parties without the consent of the client, or pursuant to the properly issued subpoena or court order.

8. Competitor Intelligence:

In striving for continuous improvement, it is important to know how Maguire measures up against its competitors. Care and prudence must be exercised in the gathering and use of all such information. Using public or confidential information to discredit a competitor is prohibited.

9. Truth in Advertising, Communications & Proposals:

Maguire and its Employees shall accurately represent Maguire’s capabilities, qualifications, and resources in all forms of advertising, communications, and proposals.

10. Company Funds, Resources & Accounting:

Employees shall use Maguire funds and resources only for company‐sanctioned activities. The use of Maguire funds or resources for any illegal or unethical purposes is strictly prohibited and will result in the immediate termination of employment.

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Employees are responsible for accurately reporting the time and expense charges incurred and for assigning them to the proper account numbers. All funds and assets of Maguire and its subsidiaries shall be properly recorded and maintained. Only true and accurate entries shall be made on the books and records of Maguire and its subsidiaries. Payment made on behalf of Maguire shall be used only for stated purposes.

11. Software Use:

Maguire policy prohibits illegal use of software. Only company‐authorized software shall be installed on Maguire computers.

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IV. FOLLOW‐THROUGH

As is the case with all programs and projects undertaken by Maguire, imperative to success in such endeavors is complete cooperation from all Employees. While creating a code of ethics is an arduous task, the implementation and effectiveness of these policies requires an ongoing commitment from all Employees. To facilitate this process, the Ethics Review Panel will serve as a “watchdog” to oversee and monitor issues related to this code. This Panel of Maguire Employees is designed to provide guidance to individuals who have questions, concerns, or ideas related to the code of ethics. The Ethics Review Panel will review situations that are brought to its attention and will determine if further investigation is appropriate. If a situation arises in which Employees are uncertain about how to proceed, they should consult the Chairperson of the Ethics Review Panel which is the President. The Chairperson will direct the Employee as to the correct procedure, referring him/her to outside counsel (i.e., legal, accounting) if appropriate. In the event of a violation of this Code, the Ethics Review Panel will conduct a fair and thorough investigation which shall include providing an opportunity for any suspected violator to explain his or her position. However, if the violation is due to the extension of business courtesies or gift(s), in any amount, to an employee or elected official of a governmental agency, or the conduct of an illegal activity the suspected violator will be immediately terminated. Ignorance of current federal, state and local regulations is not a defense. In such cases, the Ethics Review Panel will make recommendation of action or non‐action of Maguire’s President. The President will then review the recommendations of the Committee and may either accept, reject, or modify such recommendations at his sole discretion. Violation of Maguire’s Code of Ethics and Business Conduct Guidelines can lead to disciplinary action, including discharge, civil or legal action, or the reporting of alleged criminal activity to appropriate authorities. Employees are encouraged to report any suspected violations to the Ethics Review Panel. Reports of alleged violations will be handled in absolute confidence and without recrimination. The good business health of Maguire depends upon each of our efforts. We need to promote fellowship with each other and pride in being part of the Maguire team. Along with this respect for fellow workers comes respect for the workplace as well. Anyone that walks through Maguire doors should feel the pride and commitment Employees have in preserving Maguire’s reputation. As with the document, the system that is in place for follow‐through will be subject to change and revision as Maguire gains experience with it. Maguire has no intention of over‐complicating Employees’ business lives with unnecessary procedures, but at the same time, it should be clearly understood that adherence to these policies carries the highest priority.

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V. MAGUIRE’S COMMITMENT TO EXCELLENCE

For more than 70 years, CDR Maguire Inc. has been providing quality services to clients and communities in which we reside. Maguire is proud of its heritage and is committed to carrying on this legacy with integrity. All members of Maguire are responsible for upholding and conforming to the high standards of ethical behavior and business conduct outlined in Maguire’s Code of Ethics and Business Conduct Guidelines. All members of Maguire must strive to fulfill the following obligations: • To be dedicated to the principle of integrity. • To accept only the highest standards of ethical behavior in all aspects of business practice. • To provide expert, professional and quality services to clients and the public. • To accurately document and report all business transactions. • TO BE LAW‐ABIDING IN ALL THEIR ACTIVITIES.

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VI. CDR MAGUIRE’S ETHICS REVIEW PANEL

Chairperson: Carlos A. Duart, C.P.A. President and Chief Executive Officer

Members: Roberto Linares, P.E. Executive Vice President, CDR Maguire Inc.

Sherrill Papalia, Sr. Vice President, CDR Maguire Inc.

Thomas Stockhausen, Sr. Vice President, CDR Maguire Inc.

Peter Morrison, A.I.A, Sr. Vice President, CDR Maguire Inc.

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8669 NW 36 STREET SUITE 340 DORAL, FL 33166 P: 786.235.8534 F: 786.235.8501

www.cdrmaguire.com

Mr. Jason Wheeler October 28, 2013 311 Inglewood Drive Tallahassee, FL 32301 RE: Offer of Employment Dear Jason: We are pleased to offer you employment as Director of Operations in our Emergency Management Services Group. This position will report directly to Andre Duart, CDR’s chief operating officer. Your starting salary will be $5,385.00 per bi‐weekly pay period equivalent to $140,010.00 annually. You will also be eligible for the EM group bonus program as discussed below as well as participate in CDR Maguire’s employee benefits programs as outlined in the attached summary. As per our conversation, this is the offer: Title: Director of Emergency Management Salary: $140,010 annually Bonus: Performance based; see attachment Vacation: 2 weeks Paid Time Off 5 days per year Benefits: 401k, Health Insurance, etc. See attached benefits Transportation: New company vehicle and gas card; Pickup, 4‐door crew cab Special Incentive: $50,000 for Florida Statewide PA contract currently held by DSI. Responsibilities: To grow the EM Division by expanding into new state markets to include Florida, Colorado, Texas as well as other states where disasters may strike. Your role is business development, recruitment of personnel as well as establishing the operations as we are awarded contracts. You will also serve as the subject matter expert in public assistance. Jeff Stevens will be serving as the EM Administrative Officer. Jason, we are excited that you will be joining Maguire and see you playing a tremendous role in the growth of our Emergency Management Services Group. We look to growing this group to a $10 million operation over the next 5 years. We believe you are vital to that success. It will provide you with a tremendous challenge and opportunity for professional and personal growth. I look forward to welcoming you to the CDR family. Sincerely, CDR Maguire Inc. Carlos A. Duart CEO Copy: A. Duart, S. Papalia

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EXHIBIT

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filing # 20777873 electronically filed 11/19/2014 06:37:31 pm

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