HomeMy WebLinkAboutContract 48482-CA1 CITY OF FORT WORTH CSC No.48482-CAl
ASSIGNMENT
For value, received TriTech Software Systems, Inc. ("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 1164/ CSCO 48482 (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.
TriTech Software Systems, Inc.
(Assignor)
By:
Print: B arry Wi
n
Title: General unsel & orporate Secretary
CentralSquare Technologies, LLC
(Assignee)
By: J aAA
Print: Sara Grilliot
Title: Chief Financial Officer
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Assignment Page 1 of
NOTARY ACKNOWLEDGEMENT
On the `� da of 2021, personally appeared
472—crllslo,�L�
who acknowledged to me that (s)he is the Chief Operating Officer of
ftware Systems, Inc. ("Assignor"), and that (s)he executed this document for the
purposes and consideration contained herein.
TriTech Software Systems, Inc.
By:
Print: Bar diritz
Title: General Counsel & Corporate Secretary
SUBSCRIBED TO before me on this/-4�?G day of 2021.
.
E .
04¢_ Notary Public State of Florida /
�`. Billie Jo Belcher Notary Public in and for the State ofMy
of 1/ Expires 2108/20ommission 21 164438 My commission Expires: l
NOTARY ACKNOWLEDGEMENT
On the da of y� 2021, personally appeared
who 9cknnw1Mged 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.
CentralSquarAe Technologies,LLC.
By: IJ l�/�D� l
Print: Sara Grilliot
Title: Chief inancialOfficer
SUBSCRIBED TO before me on this / day of ���� y/'( , 2021
F�Y'
a Notary Public State of Florida
; Billie Jo Belcherj My Commission GG 164438 Notary Public in and for the State offldt Expires 12�08r2021
r My commission Expires:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Assignment Page 2 of
CONSENT TO ASSIGNMENT
The City of Fort Worth consents to the assignment of TriTech Software ,Systems, Inc.
("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 1164/ CSCO 48482
as long as all terms required of Assignor in said contracts are met by Assignee.
CITY OF FORT WORTH
Dana Bu(cihd%ff Oct 11,2021
Dana Burghdoff(Oct 11,202113:30 CDT)
Dana Burghoff—Assistant City Manager Date
41/ - Oct 11,2021
Cynthia Garcia, Assistant Director FMS Date
b
oo�oFOR T�a�
V
F1�o od
ATTESTED BY: 0 o'I d
0
0
°oo o*IC, Oct 12,2021
Ron Gonzales, Acting City Secretary � 00000000a Date
��nEXAS.oA"
APPROVED AS TO FORM AND LEGALITY:
a 2=
JB Strong(Oct ,2021 09:06 CDT)
John B. Strong, Assistant City Attorney
Contract Compliance Manager:
By signing 1 acknowledge that I am the person responsible
for the monitoring and administration of this contract, including ensuring all performance and
reporting requirements.
Steven Vandever(Oct 8,202109:18 CDT) Oct 8 72021
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.
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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
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- 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
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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
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box.The TIN provided must match the name given on line to avoid Social security number '
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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
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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.
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