HomeMy WebLinkAboutContract 54126-NC1 Memorandum 54126-N C1
Date: 8/31/2020
To: JB Strong,Assistant City Attorney
Retum to: Tracy Walter—FMS/Vendor Management
Re: Kroll Bond Agency, Inc to Kroll Bond Agency, LLC-Name Change
Request
Prior Name: Kroll Bond Agency,Inc (Supplier id—0000043382)
New Name: Kroll Bond Agency,LLC(Supplier id—7000001604)
***CSCO 54126***
TS S on
APPROVED BY:JB Strong(Sep ,202009:35 CDT)
JB Strong,Assistant City Attorney
APPROVAL DATE: Sep 4, 2020
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible for the monitoring and
administration of this contract, including ensuring all performance and reporting
requirements.
Sep 4, 2020
Name of Employee Date
From: Strona,JB
To: Walter,Tract Lee
Subject: RE: Kroll Bond Rating Agency Inc. Need Supplier Address Update-Urgent
Date: Wednesday,August 26,2020 2:30:54 PM
Attachments: imaae001.ioa
image002.pna
imaoe003.ono
image004.ioa
imaoe005.ono
image006.pna
imaae007.ono
image008.pna
A name change is sufficient for a conversion. The entity remains the same legally,just a different
form so it's very similar to a name change.
John B. Strong(JB)
Assistant City Attorney
200 Texas St.
Fort Worth, TX 76102
(817) 392-7627
John.Strong&fortworthtexas.got
Due to the ongoing coronavirus pandemic,the Fort Worth City Attorney's Office has
implemented a department-wide telework and all staff,except the City Attorney,are working
remotely. You may communicate with me by using my customary email address and telephone
extension number.
City o Fort Worth— Working together to build a strong community.
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From:Walter, Tracy Lee
Sent:Wednesday, August 26, 2020 1:28 PM
To:Strong,JB<John.Strongl@fortworthtexas.gov>
Subject: FW: Kroll Bond Rating Agency Inc. Need Supplier Address Update- Urgent
Afternoon JB.
Hope all is well.
As usually I am needing some guidance.
Kroll Bond Rating Agency, Inc currently as a CSCO with the City and they have changed their legal
entity to an LLC and operating under a new tax id number.
I sent a Consent of Assignment over for signatures and their response is below.
How should I proceed?
Thank-you,
Tracy
From: Phillip Lax [mailto:plax(@kbra.com]
Sent:Wednesday, August 26, 2020 1:18 PM
To:Walter,Tracy Lee<Tracy.Walter(@fortworthtexas.gov>
Cc: Gunter, Sharon L<Sharon.Gunter(@fortworthtexas.gov>; Laufer, Alex
<Alex.Laufer(@fortworthtexas.gov>; Finance<finance(@kbra.com>; Rebecca Ebert
<rebert(@kbra.com>
Subject: RE: Kroll Bond Rating Agency Inc. Need Supplier Address Update- Urgent
CAUTION:This email originated from outside of the City of Fort Worth email system. Do not click any links or open
attachments unless you recognize the sender and know the content is safe.
Hello Tracy,
As shown in the Certificate of Conversion, Kroll Bond Rating Agency, Inc. converted into Kroll Bond
Rating Agency, L.L.C. Kroll Bond Rating Agency, Inc. no longer exists and therefore cannot assign to Kroll
Bond Rating Agency, L.L.C. Could you please reconsider the attached Certificate of Conversion, or let us
know if there is some other document that would be helpful? Happy to discuss if needed.
Thank you,
Phillip
Phillip Lax
Assistant General Counsel, Legal
Kroll Bond Rating Agency
805 Third Ave.,29th Floor I New York, NY 10022
T:646-731-2316 M:347-806-7873
plax ankbra.com www.kbra.com
From: Michael Wee<mwee(@kbra.com>
Sent:Tuesday, August 25, 2020 11:00 AM
To:Walter,Tracy Lee<Tracy.Walter(@fortworthtexas.gov>
Cc: Gunter, Sharon L<Sharon.Gunter(@fortworthtexas.gov>; Laufer, Alex
<Alex.Laufer(@fortworthtexas.gov>; Finance<finance(@kbra.com>; Legal
<legal(@krollbondratings.com>
Subject: RE: Kroll Bond Rating Agency Inc. Need Supplier Address Update- Urgent
Hi Tracy,
I am copying our legal team to address the matter of the consent of assignment. Hopefully we can
work something out.
Thank you.
-Michael Wee
Michael Wee
Director of Accounting,Finance
Kroll Bond Rating Agency
805 Third Ave.,29th Floor I New York,NY 10022
T:646-731-3364 M:929-213-1939
mwee(a Ura.com www.kbra.com
❑®
From:Walter,Tracy Lee<Tracy.Walter(@fortworthtexas.gov>
Sent:Tuesday, August 25, 2020 10:56 AM
To: Michael Wee<mwee(@kbra.com>
Cc: Gunter, Sharon L<Sharon.Gunter(@fortworthtexas.gov>; Laufer, Alex
<Alex.Laufer(@fortworthtexas.gov>; Finance<finance(@kbra.com>
Subject: RE: Kroll Bond Rating Agency Inc. Need Supplier Address Update- Urgent
Morning Michael.
Yes, the Consent is applicable for the City since the tax id number has changed, you are not
operating under the same legal entity and tax id.
If the tax number had not changed, we would not require a Consent.
Hope the helps.
Have a good day,
Tracy
From: Michael Wee [mailto:mwee(@kbra.com]
Sent:Tuesday, August 25, 2020 9:50 AM
To:Walter, Tracy Lee<Tracy.Walter(@fortworthtexas.gov>
Cc: Gunter, Sharon L<Sharon.Gunter(@fortworthtexas.gov>; Laufer, Alex
<Alex.Laufer(@fortworthtexas.gov>; Finance<finance(@kbra.com>
Subject: FW: Kroll Bond Rating Agency Inc. Need Supplier Address Update- Urgent
CAUTION:This email originated from outside of the City of Fort Worth email system. Do not click any links or opel
attachments unless you recognize the sender and know the content is safe.
Hi Tracy,
I am working to gather the necessary items you have requested, starting with the certificate of
conversion from the Secretary of State and a most recent W-9. I will get re-registered with the site
as well, and have a letter of confirmation from an officer shortly.
I spoke with our legal counsel about the assignment, and they responded with the below response. I
hope this is a sufficient answer, and if not, I may need to have them correspond directly with you
and your team.
Thank you.
-Michael Wee
Michael Wee
Director of Accounting,Finance
Kroll Bond Rating Agency
805 Third Ave.,29th Floor I New York,NY 10022
T:646-731-33641 M:929-213-1939
mwee(c Ura.com I www.kbra.com
:8
From: Phillip Lax<plax(@kbra.com>
Sent:Tuesday, August 25, 2020 10:40 AM
To: Michael Wee<mwee(@kbra.com>
Cc: Finance<finance(@kbra.com>
Subject: RE: Kroll Bond Rating Agency Inc. Need Supplier Address Update- Urgent
Hi Michael,
Attached is the Delaware certificate of conversion—hopefully this will work.We do not consider that an
assignment is applicable here as this was merely an entity conversion from a corporation to an L.L.C. We
have not executed assignments for other agreements in connection with the conversion.
Out of curiosity, did the Tax ID number change?
Best,
Phil
Phillip Lax
Assistant General Counsel, Legal
Kroll Bond Rating Agency
805 Third Ave.,29th Floor I New York, NY 10022
T:646-731-2316 M:347-806-7873
relax atbra.com www.kbra.com
From:Walter,Tracy Lee<Tracy.Walter(@fortworthtexas.gov>
Sent: Monday, August 24, 2020 11:37 AM
To: Michael Wee<mwee(@kbra.com>; Gunter, Sharon L<Sharon.Gunter(@fortworthtexas.gov>
Cc: Laufer, Alex<Alex.Laufer(@fortworthtexas.gov>; Finance<finance(@kbra.com>
Subject: RE: Kroll Bond Rating Agency Inc. Need Supplier Address Update- Urgent
Morning Michael.
My apologies for the delay.
I have attached the Consent of Assignment that will need signatures and below are the additional
directions/documents that we will need as well.
If the tax id number DID change with the name then we need:
• Current W-9
• Memo stating the change on company letterhead signed by an Officer of the Company
• Secretary of State Filing
• If possible a copy of the legal document of the merger/purchase/etc.The 15t page with
preamble with the date and names of the parties, the section or addendum that states that
contracts are now the responsibility of new company and signature page.
• Register the new tax id and name on our supplier portal (attached)
Thank-you,
Tracy Walter
Business Process Analyst—Vendor Management
Purchasing Division
City of Fort Worth,Texas
Office Phone: 817-392-6100
Fax: 817-392-8440
Email: Tracy.Walter&fortworthtexas.gov
Your opinion matters! Please complete this short Purchasing Survey to provide us valuable
feedback on how we can better serve you.
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Delaware
The First State Page 1
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND
CORRECT COPY OF THE CERTIFICATE OF CONVERSION OF A DELAWARE
CORPORATION UNDER THE NAME OF "KROLL BOND RATING AGENCY, INC. " TO
A DELAWARE LIMITED LIABILITY COMPANY, CHANGING ITS NAME FROM
"KROLL BOND RATING AGENCY, INC. " TO "KROLL BOND RATING AGENCY,
LLC", FILED IN THIS OFFICE ON THE TWENTY—NINTH DAY OF MAY, A.D.
2020, AT 5 O'CLOCK P.M.
r
G�'S PR S �`,r Ja�nY 5N 9x■ Sr[xNary W S{Nr
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do A
4897436 8100V Authentication: 203016782
SR#20205196234 Date:05-29-20
You may verify this certificate online at corp.delaware.gov/authver.shtml
State of Delaware
Secretary of State
Division of Corporations
Delivered 05:00 PM 05/29/2020 STATE OF DELAWARE
FILED 05:00 PM O 020 CERTIFICATE OF CONVERSION
SR 20205196234 - FlleNumbeumber 4897436
FROM A CORPORATION TO A
LIMITED LIABILITY COMPANY PURSUANT TO
SECTION 18-214 OF THE LIMITED LIABILITY COMPANY ACT
FIRST. The jurisdiction where the Non-Delaware Corporation first formed is
Virginia.
SECOND. The date the Non-Delaware Corporation first formed is February 28, 1984,
THIRD. The Non-Delaware Corporation converted to a Delaware Corporation on
November 12, 2010.
FOURTH. The jurisdiction immediately prior to filing this Certificate is Delaware.
FIFTH. The name of the Corporation immediately prior to filing this Certificate is
Kroll Band Rating Agency, Inc.
SIXTH. The name of the Limited Liability Company as set forth in the Certificate of
Formation is Kroll Bond Rating Agency, LLC.
IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 29th day
of May, 2020.
Is/James Nadler
By: Japes Nadler
Title: President
GDSVF&M5106078.2
Request for Taxpayer Give Form to the
Form W11111111119 requester.Do not
(Rev.October 2018) Identification Number and Certification send to the IRS.
Department of the Treasury ►Go to www.irs.gov/ForrnW9 for instructions and the latest information.
Internal Revenue Service
1 Name(as shown on your income tax return).Name is required on this line;do not leave this line blank.
KBRA Holdings, LLC
2 Business name/disregarded entity name,if different from above
Kroll Bond Rating Agency, LLC Exemptions( I only to
co 3 Check approprate box for federal tax classification of the person whose name is entered on line 1.Check only one of the certain entities,no(codes
see
following seven boxes. instructions on page 3):
G- ❑ Partnershi ❑ Trust/estate
❑ Individual/sole proprietor or ❑ C Corporation ❑ S Corporation P
o Exempt payee code(if any)
single-member LLC
❑✓ Limited liability company.Enter the tax classification(C=C corporation,S=S corporation,P=Partnership)10,
P
p Note:Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check Exemption from FATCA reporting
C y LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is code(if any)
•r- c another LLC that is not disregarded from the owner for U.S.federal tax purposes.Otherwise,a single-member LLC that
4. s disregarded from the owner should check the appropriate box for the tax classification of its owner.
(Apples to accounts maintained outside the U.S.)
w
❑ Other(see instructions)►
Requester's name and address(optional)
N 5 Address(number,street,and apt.or suite no.)See instructions.
d 805 Third Avenue, 29th Floor
6 City,state,and ZIP code
New York, NY 10022
7 List account number(s)here(optional)
1111113M.1111 Taxpayer Identification Number(TIN) Social security number
Enter your TIN in the appropriate box.T ial security number(SSN).Howevver,fora
he TIN provided must match the name given on line 1 avoid
backup withholding.For individuals,this is generally your soc ❑�resident alien,sole proprietor,or disregarded entity,see the instructions for Part I,later.For other -❑
entities,it is your employer identification number(EIN).If you do not have a number,see How to get a or
TIN, later. Employer identification number
Note:If the account is in more than one name,see the instructions for line 1.Also see What Name and
Number To Give the Requester for guidelines on whose number to enter. 2 _ 2 q g 4 0 1 5
Certification
Under penalties of perjury,I certify that;
ber(or I am waiting for a number to be issued to me);and
1.The number shown on this form is my correct taxpayer identification num
2.1 am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue
Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am
no longer subject to backup withholding;and
3.1 am a U.S.citizen or other U.S.person(defined below);and
4.The FATCA code(s)entered on this form(if any)indicating that I am exempt from FATCA reporting is correct.
Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because
you have failed to report all interest and dividends on your tax return.For real estate transactions,item 2 does not apply.For(IRA),
moj gage interesyppay
acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement IRA,and general) payments
other than interest and dividends,you are not required to sign the certification,but you must provide your correct TIN.See the instructions for Part 11,later.
Sign Signature of A P,� n 1 , Date► I, ) oL U I IQ
Here U.S.person► K/�'Y � �� �`�
•Form 1099-DIV(dividends,including those from stocks or mutual
General Instructions funds)
Form 1099-MISC(various types of income,prizes,awards,or gross
Section references are to the Internal Revenue Code unless otherwise proceeds)
noted.
Future developments.For the latest information about developments .Form 1099-B(stock or mutual fund sales and certain other
related to Form W-9 and its instructions,such as legislation enacted transactions by brokers)
after they were published,go to www.irs.gov/FormIN9. •Form 1099-S(proceeds from real estate transactions)
Purpose of Form •Form 1099-K(merchant card and third parry network transactions)
•Form 1098(home mortgage interest),1098-E(student loan interest),
An individual or entity(Form W-9 requester)who is required to file an 1098-T(tuition)
information return with the IRS must obtain your correct taxpayer
identification number(TIN)which may be your social security number .Form 1099-C(canceled debt)
(SSN),individual taxpayer identification number(ITIN),adoption •Form 1099-A(acquisition or abandonment of secured property)
taxpayer identification number(ATIN),or employer identification number Use Form W-9 only if you are a U.S.person(including a resident
(EIN),to report on an information return the amount paid to you,or other alien),to provide your correct TIN.
amount reportable on an information return.Examples of information If you do not return Form W-9 to the requester with a TIN,you might
returns include,but are not limited to,the following.
be subject to backup withholding.See What is backup withholding,
•Form 1099-INT(interest earned or paid) later.
Form W-9(Rev.10-2018)
Cat.No.10231 X