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HomeMy WebLinkAboutContract 45635-CA1 CSC No.45635-CAl CITY OF FORT WORTH ASSIGNMENT For value, received Superion, LLC ("Assignor"), hereby assigns to CentralSquare Technologies, LLC ("Assignee"), all of its right, title 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 137831 CSCO 45635 (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 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 of Fort Worth and the laws of the State of Texas, without application of principles of 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 shall constitute one and the same instrument. Signed signature pages may be transmitted by facsimile or e-mail, and any such signature shall have the same legal effect as an original. Dated the day of 2021. Superiors, LLC (Assignor) By: Print: Barryoc_ anseZ Title: Gener �oorate Secretary CentralSquare Technologies, LLC (Assignee) L By: 4aAA- Print: Sara Grilliot Title: Chief Financial Officer OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Assignment Page I o NOTARY ACKNOWLEDGEMENT On the r day of <�� �- 2021, personally appeared i' /%J , 4avho acknowledge to me that (s)he is the Chief Operating Officer of ire, , Supeerion, LLC ("Assignor"), and that (s)he executed this document for the purposes and consideration contained herein. Superion, LLC By: Print: Barry intz Title: Gen al C unsel rporate Secretary SUBSCRIBED TO before me on this�a of �2021. -- /// (j jotary o el here of Flor+dallotary Public in and for the State ofillie Jo BeEVCommission GG 164438 My commission Expires: /G - GA. Expires 12/08/2021 NOTARY ACKNOWLEDGEMENT On the day of �L/ 2021, personally appeared who acknowledged to me that (s)he is the Chief Financial Officer of CentralSquare Technologies, LLC ("Assignee"), and that (s)he executed this document for the purposes and consideration contained herein. CentralSquare Technologies, LLC. By: .JI-1 I[AI Vr Print: Sara Grilliot Title: Chief Financial Officer SUBSCRIBED TO before me on this (�day of 2021. Notary Public in and for the State of My commission Expires: _ Zl 0°'AY"Lit. Notary Public State of Florida f Billie Jo Belcher ` Niy Commission GG 164438 ?oir 11 Expires 12/08/2021 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Assignment Page 2 of3 CONSENT TO ASSIGNMENT The City of Fort Worth consents to the assignment of Superion, LLC ("Assignor") to CentralSquare Technologies, LLC ("Assignee"), of all its rights, title, and obligation owing and all funds due or to become due to Assignor under PSK 137831 CSCO 45635 as long as all terms required of Assignor in said contracts are met by Assignee. CITY OF FORT WORTH Oct 11,2021 Dana Burghdoff(Oct 11,20 13:31 CDT -Dana Burghoff—Assistant City Manager Date Oct 11,2021 Cynthia Garcia, Assistant Director FMS Date o0�°FOR o 4 a o d �►° G��d ATTESTED BY: �o 00 040, S00 000 o*�d Oct 12,2021 o o° ,cf Ron Gonzales, Acting City Secretary dk nEXASoAp Date APPROVED AS TO FORM AND LEGALITY: TB Stronci JB Strong(Oct 8,202109:06 CDT) John B. Strong, Assistant City Attorney 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. aez.,� Oct 8, 2021 Steven Vandever(Oct 8,202109:17 CDT) Employee Signature/Date Senior IT Manager Title OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Assignment Page 3 of 3 CENTRALSQUARE PRIVILEGED AND CONFIDENTIAL July 15, 2020 Re: Certification of the Merger and Acquisition Activities of CentralSquare Technologies, LLC To Whom it May Concern: The undersigned serves as General Counsel and Corporate Secretary for CentralSquare Technologies, LLC, a Delaware limited liability company,and its wholly owned subsidiaries,(collectively"CentralSquare"). The purpose of this letter is to provide the history of CentralSquare's mergers and acquisitions ("M&A") activity under the company seal. Bain Capital Private Equity, LP (Bain) and Vista Equity Partners Management, LLC (Vista) entered into a joint business venture and used certain private funds to acquire and combine Superion, LLC (Superion), Tritech Software Systems (Tritech), and the public sector business of Aptean, Inc. and Yaletown Acquiror S.a.r.l, (Aptean Public Sector), and these entities' various wholly owned subsidiaries. The direct parent entity of Tritech and Superion, is CentralSquare. Following the formation of CentralSquare,CentralSquare acquired both Lucity,Inc.and Tellus Safety Solutions,LLC;and formed CentralSquare Canada Software,Inc. (which now holds all the assets of Aptean Public Sector). A complete list of CentralSquare's current wholly owned direct and indirect subsidiaries and legacy companies is attached hereto as Appendix A. The specific terms of the transactions are private and confidential amongst the parties. However, if you have any questions regarding any of the transactions described above,please feel free to reach out to Jake Wasserman of Kirkland& Ellis LLP at(312) 862-3725 or jake.wassermankkirkland.com. If you have any questions regarding the business operations of CentralSquare,including any of the CentralSquare's wholly owned subsidiaries listed in Appendix A,please reach out via e-mail to bgM.medintzkcentralsquare.com. Regards, Barry Medintz,Esq. General Counsel and Corporate Secretary CentralSquare Technologies,LLC Encl. Confidential and Proprietary MORE INFORMATION AT CENTRALSQUARE.COM Appendix A CentralSduare Technologies. LLC - Current wholly owned direct and indirect subsidiaries and legacy companies Tritech Software Systems Tritech Delaware,LLC Tritech Emergency Medical Systems Canada ULC TriTech Software Corporation My- Tiburon,Inc. Geo911 Inc. Maysys Corporation GeoMobile,Inc. Zuercher Technologies,LLC Law Enforcement Technology Group,LLC Emer iTech,LLC Admit Computer Services,Inc.DBA Impact Public Safety Systems,Inc. Metro Technology Services,Inc. CanadaCentralSquare • Diamond Software Inc. Diamond Municipal Software Inc. The Tempest Development Group Inc. Vadim Computer Management Group Vadim Municipal Software Inc. StarD ne Technologies US Inc. United Systems Technology Inc. USTI Canada Inc. Stone Orchard Inc. Yfactor Inc. Dreamstalk Studios Inc. FDM Software Ltd. FDM Chile S A Medworxx UK Ldt Jurisdiction Online,LLC ClinicalLink,LLC Advanced Public Safety,LLC APMSE Software Services Private Limited Lucity,Inc. Tellus Safety Solutions,LLC Supenion, Publ"WI- Co oration Sun and Public Sector Inc. 2 1 Confidential and Proprietary MORE INFORMATION AT CENTRALSQUARE.COM W. � Form M �� � (Rev.October"''w Identification Number and Certification requester.Do not � Department-the Treasury_ send to the IRS. 2 Business name/disregarded entity name,if different from above Internal Revenue Service llli�Go to www.irs.gov/F`ormW9 for instructions and the latest information. I Name(as shown on your income tax return).Name is required on this line;do not leave this line blank. � a, 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1.Check only one of the 4 Exemptions(codes apply only to 0) following seven boxes. certain entities,not individuals;see / | � � | b | / � U) single-member LLC Exempt payee code(if any) � � | - 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 Q is disregarded from the owner should check the appropriate box for the tax classification of its owner. � another LLC that is not disregarded from the owner for U.S.federal tax purposes.Otherwise,a single-member LLC that � El Other(see instructions)11, (Applies to accounts maintained outside the Us) co 5 Address(number,street,and apt.or suite no.)See instructions. s name ress 1000 Business Center Drive / 6 City,state,and ZIP code Lake Mary, FL 32746 7 List account number(s)here(optional) IMB Taxpayer Identification Number(TIN) Enter your TIN in the appropriate � | | ' ( } | box.The TIN provided must match the name given on line to avoid Social security number ' o*oxupwnnnmm ' resident alien,sole proprietor,or disregarded entity,see the"instructions for Part'.later. For other -| | | on�i*a.uio your emp|vye idem�n��nnum�x(c|w).x you donmxmmanumbe�see How m�ta �_�_/ TIN, later. or Note:If the account is in more than one name,see the instructions for line 1.Also see What Name and Employer identification number Number To Give the Requester fo u /ines on whose numberto t JIM Certification Under penalties of perjury,|certify that: � 1.The number shown on this form is my correct taxpayer identification number(or|am waiting for anumber to be issued tone);and i 2.|am not subject m backup withholding because:$V|am exempt from backup withholding,o,¢V|have not been notified bv the Internal Revenue i Service(IRS)that|um subject m backup withholding aau result ofa failure toreport all interest o,dividends,nr(c)the IRS has notified mo that|am { no longer subject tn backup withholding;and 3.|amaV.S.citizen or other U.S.person(defined ue|ow);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 on report all interest and dividends on your tax return.For real estate transactions,item 2 does not apply.For mortgage interest paid, acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement(|Rq.umdgonom|| m 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 Here U.S. son General Instructions Form 1099-DIV(dividend including those from stocks or mutual per Date 01 � Section references are m the Internal Revenue,tnooun/eaumnvnwoe *Form 1myo-W|SC(various types nf income,prizes,awards,o,gross � noted. proceeds) � Future developments.For the latest information about developments " Form 1O88-B(stock or mutual fund sales and certain other � related m Form W- and its instructions,such ao legislation enacteg transactions uybrokers) after they were pubnnxwg gotow��ooAn,�onnww� ' � °Form 1ooe-8(proceeds from real estate transactions) � Purpose of Form °Form 1oVe-K(merchant card and third party network transactions) An individual o,entity(Form N-prequester)who ia required tn file an "Form 1og8(home mortgage intemwV.1oea-E(student loan imemuV. information return with the IRS must obtain your correct taxpayer 1088-T(tuiuon) identification number(TIw)which may ba your social security number °Form 1ooe-C(canceled debt) � (SSN).individual taxpayer identification number(IT|N).adoption "Form 1no*+\(acquisition nr abandonment m secured property) taxpayer identification number(AA|N)'or employer identification number (E|N).to report nnan information return the amount paid to you,o,other Use Form VV-3 only if you are aV.8.person(including uresident amount reportable onan information return.Examples ofinformation axan)'to provide your correct TIN. returns include,but are not limited to,the following. «youoo not return Form W-em the requester wvmarDN,yovmigh, °Form 1O89-|mr(interest earned orpaid) bn subject rn backup withholding.See What ia backup withholding, later. § 8 S2 }( )/ 2 Lu | e# § LU § » ( } k \ \ LU 2 . \ o \ / / j ) _ \ }) _ 2 _ = 2 \ � 2 () � \ // j i 5 � ] & ! 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