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Home My WebLink AboutContract 54010-CA1CSC No. 54010-CAl CITY OF F4RT WORTH ASSIGNMENT For vatue, received PaveTex Engineering LLC ("Assignor"), hereby assigns to AtIas Technical Consuttants LLC ("Assignee"}, all of its right, title and interest in and to any and all sums of money now due or to become due fram the City of Fort Worth to Assignor under PSK 1Ob29/ CSCO 540�0 (the "Contracts") and Assignee agrees to assume and perform all auties and obligations required by Assignor under the terms of tY�e Contracts. This Assigrunent constitutes the entire agreement between Assignor and Assignee with respect to the subject matter hereof. No moc�ification of any provision of this Assignment shall be effective unless in writing and signed by Assignor and Assignee. This Assignment shall inure to the benefit of and be binding upon Assignor and Assignee and their respective successors and assigns. This Assignment shall be governed by the terms of the original Contracts between Assignor and various other entities and the City af Fort Worth and the laws of thE State of T�xas, without application of principles af conflicts of law. This Assignment may be executed in one or more counterparts each of which shall be deemed an original but all of which together shal] constitute one and the same instrument. �igned signature pages may be transmitted by facsimile or e-mail, and a�y such signature shall have the sarne legal effect as an original. Dated the �7th_ day of M, av _ 2021. PaveTex Engineering LLC {Assignor) , By: Print: Marvin Garcia Title: President Atlas Technical Consultants LLC (Assignee) By: J Print: Marvin Garcia Title: 5enior Vice President OFFICIAL RECORD ��-��x�:��r��:�-i Assignment FT. WORTH, TX NOT ARY ACKNOWLEDGEMENT On the J J.(A_ day of KA-<J 2021, personally appearedHc,.,viil �rcitt. , who acknowledged to me that (s)he is the Chief Operating Officer of PaveTex Engineering LLC ("Assignor"), and that (s)he executed this document for the purposes and consideration contained herein. PaveTex Engineering LLC By:��-·---Print: Marvin Garcia Title: President SUBSCRIBED TO before me on this r day of_--;,µ____._...c. .... ,-1-(---_.,' 2021. ,,,,•��•,,,, ZHANE CADENA .:-,► ... v� �f f(�'{�i Notary Public, State of Texas-;;t.�•··lf Comm. Expires 11-06-2024,,,,;,w,f-,,' Notary ID 132770287 o ry Public in and for the State of 1e .casy commission Expires: If-. fo -Zo2l{ NOTARY ACKNOWLEDGEMENT On the J./(,,... day of t{°'-1(2021, personally appeared �·vz ('.1,.,..0;4 , who acknowledged to me that (s)he is the Chief Financial Officer of Atlas Technical Consultants LLC ("Assignee"), and that (s)he executed this document for the purposes and consideration contained herein. Atlas Technical Consultants LLC P B �:� nnt: arvm arcia �, Title: Senior Vice President SUBSCRIBED TO before me on this 1 µ.... day of __ .___N__,,,_41/""""f----' 2021.I" ,,,,•��•t•11,, ZHANE CADENA � ,► ••.•. v8.� f f:<,.J,,:·�i Notary Public, State of Texas ��v· ..• p,;r., •. :_._�� Comm. Expires 11-06-2024 ., .,._ ·••""'((,�' , ',,,;,�:,,,,,,, Notary ID 132770287 -· Assignment ota Public in and for the State of H.<4-s: y commission Expires: )/.-112 -ZC?Zt../ Page 2 of3 CQNSENT TO ASSIGNMENT The City of Fort Worth consents to the assignment of PaveTex Engineering LLC {"Assignor') to Atlas Technical Consultants LLC ("Assignee"), of all its rights, Ntle, and obligation owing and all funds due or to become due to Assignor under PSK l Of 29/CSCO 54010 as long as all ienns required of Assignor in said contracts are met by Assi�nee. CITY OF FORT WORTH �G�ZC'v �GG2,c�,?G�'�d�� Dana Burghdoff (May 11, 20 18:42 CDT Dana Burghoff -- Assistant City Manager M ay 1 l, 2021 Date 9� � Cristina Camarillo (May 11, 202ll5:37 CDT) Cynthia Garcia, Assistant Directar — FMS ATTESTED BY: � R:��u�% P, ��z�Ce� or Ronald P. Gonzales (May 12, 2021 07:44 CDT) Mary Kayser, City Secretary AP�'ROVED AS TO FORM AND LEGALITY: TB St�on JB Strong (May , 202115:10 CDT) John B. Strong, Assistant City Attorney Gontract Compliance Manager: M ay 1 l, 2021 Date M ay 12, 2021 Date By signing I acknowledge that I am the person responsible for the monitoring and administratian of this contract, inctuding ensuring all performance and repnrting requirements. «�� Ma 11 2021 Zelalem Arega (May 11, 2 2114:02 CDT) y � Employee Signature/Date Sr. Professional Engineer Title Assignment OFFICIAL RECORD ��-��x�:��r��:�-i FT. WORTH, TX Execution Version AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this "A�reemenY'), dated as of March 16, 2021 and effective as of 12:01 a.m. Eastern Time on April 1, 2021 (the "Effective Date"), is entered into by and between PaveTex Engineering, LLC, a Texas limited liability company ("Mergin� CompanX"), and Atlas Technical Consultants LLC, a Delaware limited liability company ("Survivor") (collectively, the "Parties" and each a"Party"). WHEREAS, the Board of Directors of Atlas Technical Consultants, Inc., a Delaware corporation (the "Parent") and the managing member of Atlas TC Holdings LLC, a Delaware limited liability company ("Holdin�s") and the ultimate governing body of both Parties, declares it advisable and in the best interests of each of the Parties to merge Merging Company with and into Survivor, with Survivor as the surviving entity under its present name and charter (the "Merger"), pursuant to the Texas Business Organizations Code (the "TX AcY') and Section 18-209 of the Delaware Limited Liability Company Act (the "DE Act"); and WHEREAS, upon the terms and conditions hereinafter set forth, each of the Parties and Holdings has approved, authorized and adopted this Agreement and the transactions contemplated hereby, including the Merger. NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Parties hereby agree: ARTICLE I. The Merger. Upon the terms and conditions hereinafter set forth and in accordance with the TX Act and the DE Act, on the Effective Date, Merging Company shall be merged with and into Survivor and thereupon the separate existence of Merging Company shall cease, and Survivor, as the surviving company, shall continue to exist under and be governed by the DE Act. ARTICLE II. Filin�. Survivor will cause the certificates of inerger attached hereto as Exhibit A-1 (the "TX Certificate of Merger") and Exhibit A-2 (the "DE Certificate of Merger", and together with the TX Certificate of Merger, the "Certificates of Merger") which Certificates of Merger will be effective as of the Effective Date, to be executed and filed with the Secretary of State of TeXas or Delaware, as applicable, in compliance with the provisions of applicable law. ARTICLE III. Effective Date of Merger. The Merger shall become effective in accordance with the terms of the Certificates of Merger on the Effective Date. ARTICLE IV. Governing Documents. On the Effective Date, the certificate of formation and the limited liability company agreement of Merging Company shall cease to exist. The certificate of formation and the limited liability company agreement of Survivor shall govern Survivor in accordance with the applicable laws of the State of Delaware. ARTICLE V. Manager and Officers. Atlas Technical Consultants Sole Member LLC, a Delaware limited liability company, shall continue to serve as the managing member, and the officers of Survivor immediately prior to the Effective Date shall continue to serve as the officers of Survivor immediately after the Effective Date. ARTICLE VI. Limited Liabilit_�pan_y Interests of Merging CompanX. At the Effective Date, by virtue of the Merger and without any further action on the part of Survivor, any and all limited liability company interests issued by Merging Company shall be cancelled and extinguished without consideration. ARTICLE VII Limited Liabilit.�pany Interests of Survivor. At the Effective Date, each limited liability company interest of Survivor shall remain issued and outstanding without change. ARTICLE VIIL Effect of Merger. At and after the Effective Date, Survivor shall possess all of the assets of every description, and every interest in the assets, wherever located, and the rights, privileges, immunities, powers, franchises and authority, of a public as well as a private nature, of Merging Company and Survivor, and all obligations belonging to or due to Merging Company and Survivor, all of which shall vest in the surviving company at the Effective Date without further act or deed. Survivor shall be liable for all the obligations of Merging Company and Survivor, and all the rights of creditors of Merging Company and Survivor shall be preserved unimpaired. * * * * * 2 IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above. SURVIVOR: ATLAS TECHNICAL CONSULTANTS LLC By: �,r! .d��..__ — Name: L. Joe Boyer Title: Chief Executive Officer MERGING COMPANY: PAVETEX ENGINEERING, LLC ' i��i� r By: �� Name: Marvin Garcia Title: President Signatu�e Page to Agreement and Plan of Merger of PaveTex Engineerin� LLC with and into Atlas Technical Consultants LLC Exhibit A-1 Texas Certificate of Merger (see attached) Exhibit A-1 to Agreement and Plan of Merger of PaveTex Engineering, LLC with and into Atlas Technical Consultants LLC Exhibit A-2 Delaware Certificate of Merger (see attached) Exhibit A-2 to Agreement and Plan of Merger of PaveTex Engineering, LLC with and into Atlas Technical Consultants LLC Farm �~`� (i�ev. �ctober 2018) �epartment of ihe Treas�ry Internal Revenua Service Reques# for Taxpayer Iden#�fica�ion Number and Certification ► Go to vvww.irs.gov/FormEN3 for instruciions and the latest informafion. �1V0 �OY�i7 #p ti1E requester. po no# send ta the IRS. 1 IVame [as shown on your Income tax return}. Name €s requlred on this line; do nat leave this �ine plank. Ailas Technical Consultants LLC z tsusjness name/d€sregarpetl ent�ty name, it ditterent trom abave � m � a c 0 N G7 C Q O � U D � « y c � a` � w �U N g � ar m � 3 Gheck appropriate box iar federal tax classificaiion ot the person whose name is enfered on line 1. Checic only one of the following seve� boxes. ❑ Indiv'sdual/sole proprfeYoror ❑ C Carporatian ❑ 5 Corporation ❑ Partnership ❑ Trust/estate single-member LLC ❑✓ Limited lia6ility company, �nter ihe tax classification (G-C corporation, S=S corporation, P=Partnership)1 P Note: Gheck the appropriafe box in the line abave ior the tax classification of ihe single-member owner. Do not check LLC if ihe LLC is classified as a singEe-member Ll_C that is disregarded from the owner unless the owner of the LLC is anothar L�G ihat is not disregarded frorr� ti�e owner for U.S. federal tax purposes. Ofharwise, a single-member LLC 4h� is disregarded from the owner sho�ld check the appropriaie box tor the tax classification o# its owner. � Other (see instructions} 1 5 Address (numher, streat, and apt. or suita no.) 5ee instructions. 13215 See Cave Parkway, Bldg B, Suite 230 6 Ciiy, state, and ZEP code Austin, TX 78738 7 List account nurrtf�er(s) hera {a�t'sonal) T name 4 Exemptions (cndes apply onty to certain entities, not indlviduals; see instructions on page 3}: Exempt �ayee code {if any) Exemptian frorn FATCA reporting code (if anyf (pAAlfes ta accounts maintatned ouiside !he U.S.} m En#er your Tf�I in tY�e appropriate box. The TIN providecf m�st rnatch the name given on line 1 to avoid I Social security num6er � bac€�up withholding. �ar individuals, this is generally your sacial secur€iy number {SSfV}. Hawever, for a �— m —� resident a€ien, sole proprietar, ar disregardacf eniity, see the instructions for Part I, later. For other entities, it is your emp[oyer ider�tification number (�W). ff you do not hava a number, sea Novv to geta T1N, later. 4r Naie: If the account is in more t�an one name, see fha instructions for line 1. Alsa see What Name and Employer identification number Number Ta Give the Requsster far guEdeiines on whose �urnber to ente�. 8 2 - 2 8 1 0 9 5 3 ��'�1�1� t�errfr�caTian L}nder penalties of perjury, I certify that: 1. The number shown on tY�is form is my correct taxpayer identification number (or 1 arr3 waiting ior a number to be issued to me); and 2. I am not subject to backup withholding beeause: (aJ I am exempt from backup withholding, or (b) I have not been notified by the Ir�tarna# Revenue Service (IRS) that I am sut�ject ta backup withholding as a resuft of a failure to report all interast or di�idends, or (c} the IFiS has no#ified me t�at I am no langer subject to backup withholding; and 3. f am a�1.S. cifizen or ofher U.S. person (deiined below); and �4. The FA7CA code(sj entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certi#ication instructions. You rnust cross out item 2 above if yo� have been �otified by the 1RS t�at you are curre�tly subject to backup withhalding because you have failed ta report all interest and div€dends on your tax return. For real estate transactions, item 2 does not apply. �or mortgage interest paid, acquisitian or af�andonment of secured property, cancellatfon of debf, contributions to an indiv'Edual retiremer�t arrangemet�t {IRA), ar�d g�neraliy, paymer�ts otherthan interest and dividends, yo� are r�ot required io stgn the certiffcation, but you must provide your correct TI�. See the instructions for Pari II, (ater. Sign Signature of Here u.s. persan ► General Instruction Section references are io the Interna! Revenue Cocie unless otY�erwise noted. Future deveEopmenis. For the latest inforrnation al�out developments related to Form W-9 and its insiructions, such as leg€slation enacted after they werE published, go ta www.irs.gov/FormW9. Purpose of Form An individual or en#ity (Form Vs1-9 requester) who is required to file an inforrrzation reYurn with the [R5 mus# obtain your correct taxpayer identificaiion number (fIN) which tnay be your social securiiy number (SSNj, indivic4ual taxpayer €dentification number (ITIN), adoptiott taxpayar identification number (A71N), or empfoyer identification number (ElN}, to report on an infarmaiion return the amount paid to you, or other arrfount repo�table or� an informatian return. �xamples of information returns inc[ucfe, 6ut are not lirni#ed to, the #ollowing. •�artn 1 �99-INT (ir�terest earned ar paid� Date► O� �!7 f ��n � • Form 109;3-DIV (di�idends, including those from stocks or rnutual funds) • Form rt099-MISC (various types of income, prizes, awards, or gross proceeds) • Form �C198-B (stock or m�tual fund sales and certain other transactions by brokers) • Form rt �99-S (proceeds from rea� estat� transactions) •�orm i099-K {merchani card and third party network transactions) •�orm 'f 098 (home rs7ortgage interest), 1 �98-E (student laan interest), 1098-T (tu€tion) • F�orm �Q99-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Forrrt W-9 only if yo� are a iJ.S. person {including a resident alien), to pro��de your correct TiN. !f you do not return Form UV 9 to the requester with a r�N, you might be subject fo backup withholding. See UVt�at is backup withholding, later. Cat. �Jo. 10231X Forrn Vii-� (Rev. 16-2018} Corporations Section P.O.Box 13697 Austin, Texas 78711-3697 ,� �� 4 �� g� '�^' - r� a�% �C` ,, Office of the Secretary of State Certificate of Fact Ruth R. Hughs Secretary of State The undersigned, as Secretary of State of Texas, does hereby certify that the document, Application for Registration for Atlas Technical Consultants LLC (file number 802863345), a DELAWARE, USA, Foreign Limited Liability Company {LLC), was filed in this office on November 16, 2017. It is further certified that the entity status in Texas is in existence. In testimony whereof, I have hereunto signed my name officially and caused to be impressed hereon the Seal of State at my office in Austin, Texas on January 26, 2021. � ► � ��i!� �" � 'K'i� ~�� 1,!� ��.-- �� ' �¢ 1 � �� n� �!�C �� L� ' �� , Ruth R. Hughs Secretary of State Come visit us on the internet athttps://www.sos.texas.gov/ Phone: (512) 463-5555 FaY: (512) 463-5709 Dial: 7-1-1 for Relay Services Prepared by: SOS-WEB TID: 10264 Document: 1023137140004 Corporations Sectiozk P.OBot 13697 Aus(i��, Texas 78711-3697 �5�� E �F.� � r � � � � Off�ce of the Secre�ary of Staie CERT�F�CAT�, OF MERGER Rutl� R. Hi�ghs Secret�uy af State The undersigned, as Sec�•etary of State of Texas, hereby certifi�s that a fili�ag instrument �nerging PAVETEX Engineering, LLC Don:�estic Li�ited Liability Company (LLC) [�'ile Nurnber: 802838983] Into Atlas Technical Consultants LLC Foreign Limited Liability Company (LLC) Delaware, USA [File Nu�ber: 802853345� has been received in this offic� and has been found to cntcfnrm tn law. Accordingly, the undersigned, as Secretary of State, and by ihe virtue of the aut�arity vested in the secretary by law, hereby issues t�zs eertificate evidencing tE�� acceptance and filing of the merger or� th� date shown 6elow. Dated: 03/23/2021 Effective; 04/01/2021 ► � � ��;�.�'�r �'� :��r . �� ► ,.� , � � �� \ �� . .�w.��Ati hl!%'T �� Ruih R. Hughs Secretary of State Co��re visil ars o�7 f.he inler•l�el ai htdps://�v�t��n,sos.texas.gov/ PI�one: (5I2) �b3-5555 Fa�: (512) 4b3-5709 Dial: 7-1-1 £or Relay Services Pre�lred by: Lisa S�uti�i T'ID: 1Q343 Docuznent: J 038�8901Q002