HomeMy WebLinkAboutContract 53685-CA1CSC No. 53685-CAl
CITY OF FORT W4RTH
ASSIGNMENT
For value, received AaveTex Engineering LLC ("Assignor"), hereby assigns to AtIas
Technical Consultants LLC ("Asstgnee"}, ali of its right, titIe and interest in and to any and all
sums of money now due or to become due from the City of Fort Worth to Assignor under PSK
10003/ CSCO 53685 {the "Contracts") and Assignee agrees to assume and perform all duties and
obligations required by Assignor under the terms of the Contracts.
This Assignment constitutes the entire agreement between Assignor and Assignee with
respect to the subject matter hereof. No modification 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 Assignar and Assignee and their respective successors and
assigns. This Assignment shall be governed by the terms of the origina] Contracts between
Assignor and various other entities and the City of Fort Wortl� and the laws of the State of Texas,
withaut applicatian of principles of conflicts of iaw.
This Assigr�ment may be executed in one or more counterparts each of which shall be
deemed an original but all of which together shall canstitute one and the same instrument.
Signea signature pages may be transmitted by facsimile or e-mail, and any such signature shall
have Ehe same 1ega1 effect as an originaI.
Dated the _7th_ day of __.__Mav 2021.
PaveTex Engineering, LLC
(Assignor}
BY� � ` ��l�Lr•�I�.
Print: � Marvin Garcia
Title: President
Atlas Technical Consultants LLC
(Assignee)
By: /�fI?.f/►.+,%�+ i�S4L
Print: Marvin Garcia
Title: Senior Vice President
OFFICIAL RECORD
CITY SECRETARY
FT. W4RTH, TX
Assignr►lent Page I of 3
NOTARY ACKNOWLEDGEMENT
On the 7th day of May 2021, personally appeared
_______ , 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 ]-fl.: day of _lJo<.\a ... ��""-f-----' 2021.
,,,,,��'t111,, ZHANE CADENA � ,. ' J,,► ..• v6)� a�A..,,l.J � tr�-.;��Notary Public, State of Texas �;blicin anforth�e of JZtas��· .. � .-�:;� Comm. Expires 11-06-2024 ,,,,_ ��f.Rt;f.,,.:-Notary 10 132770287 My commission Expires: /I-IL -?Oz.,q
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NOTARY ACKNOWLEDGEMENT
On the ___ day of f 2021, personally appeared11?--
� �r1a"n C-tat:cltA , who acknowledgedt 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
By: �-�------�•'------Print: Marvin Garcia
Title: Senior Vice President
SUBSCRIBED TO before me on this 1 W-day of _ _._/0�v,_i..._,1--I ____ , 2021.I
,,,,•��•t111,, ZHANE CADENA � ,► ..... u8. � ff{�-{�% Notary Public, State of Texas�'%··.� .. '.'._:P� Comm. Expires 11 •06-2024
,,, "i" ·or�_,,.,.:-,,,,, ""''' Notary ID 132770287
Assignment
tary ublic in and or the State of Te £0 s:
y commission Expires: 11---u -Zt)Z 'I
Page 2 ofJ
CONSENT TO ASSIGNMENT
The City oi Fort Worth consents ta the assignment of PaveTex Engineering LLC
{"Assignor") to Atlas Technical Consultants LLC ("Assignee"), of all its rights, title, and
obligation owing and aIl iunds due or to become due to Assignor under PSK 10003/CSCO 53685
as long as aIl terms required of Assignor in said contracts are met by Assignee.
CITY QF FORT WORTH
�G�i''� �GG2,c�!?�d�i�
Dana Burghdoff (May 12, 20 12:47 CDT
Dat�a Burghoff -- Assistant City Manager �
9� �
Cristina Camarillo (May 12, 20211228 CDT)
Cynthia Garcia, Assistanf Director — FMS
ATTESTED BY:
� R:��ut�% P, C,a�z�
or Ronald P. Gonzales (May 12, 202115:00 CDT)
Mary Kayser, City Secretary
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APPROVED AS TO FORM AND LEGALITY:
TB St�ovr
JB Strong (May , 202110:13 CDT)
John B. Strong, Assistant City Attorney
Contract Compliance Manager:
M ay 12, 2021
Date
M ay 12, 2021
Date
M ay 12, 2021
Date
By signing I acknowledge that I am the person responsible
for the monitoring and administra�ion of this eantract, including ensuring a�l performance and
reporting requirements.
�'� �' �' May 12, 2021
Lewis Gregory (Ma 2, 2 110:06 CDT)
Employee Signature/Date
Construction Manager
Title
OFFICIAL RECORD
CITY SECRETARY
FT. W4RTH, TX
Assignment Fage 3 of 3
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
Corporations Sectiozk
P.OBot 13697
Aus(i��, Texas 78711-3697
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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
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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
Corporations Section
P.O.Box 13697
Austin, Texas 78711-3697
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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.
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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
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
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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}