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HomeMy WebLinkAboutContract 56960-CA1CSC No. 56960-CAl CITY OF FORT WORTH ASSIGNMENT For value, received Pall Corporation ("Assignor"), hereby assigns to Trojan Technologies Corporation ("Assignee"), all of its right, title and interest in and to any and all sums of money to become due from the City of Fort Worth to Assignor under PSK 18855/CSCO 56960 (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 2023. Pall Corporation (Assignor) By: Print: 1'=tNA �UGIt� 1. Title: Chief Officer k -�7_054-P egIc;- Trojan Technologies Corporation (Assign tA Byi���--��`= Print: Ti Chief Financial Officer CHRISTINE M. AMBROSINO NOTARY PUBLIC -STATE OF NEW YORK No. 01 AM6362052 Oualffied In Nassau County My Commission Expires 07-24.2029 e4t:��Iq, A At449�� OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Assignment Page 1 of NOTARY ACKNOWLEDGEMENT Oil the : IO f� day of S L t ' 2023, personally appeared who acknowledged to me that (s)lie. is the Chief Operating Officer of pall Corporation ("Assignor");. and that (s)lie executed this document for the purposes and consideration contained herein. B I Ccpor ion��_ Title: Chief Officer/) t ff FIN" 1 �r SUBSCRIBED TO liefore.me on this Jday of , Zt723. CHRISTINE M. AMBROSINO1j.� NOTARY PUBLIC -STATE OF NEW YORK ot�uy Public to and for the State of No. Ot AMs362os2 My commission Expires: Qualified In Nassau County My Commission Expires 07-24-20215 NOTARY ACKNOWLEDGEMENT On th �h day (if 2023, 2023, personally appeared on Va who acknowledged to me that (s)he is the Chief Financial Officer of Trojan Technologies Corporation ("Asslgnee"), and that (s)he executed this docannent for the. purposes and consideration, contained herein: a Trojat echnologies Co, c�Ation . By., Rrint: �J _ Title Chief financial Officer SUB3SCRMED TO before me on this day of 2023. Notary Pub is i7i and for the °�of' C1 l M. Mallss`a uawn 5ultt?,tland; ItiRtapkr%unc, tuwity of Middlesex, } ,My commission Expires: �/ 9 Ilinited to the att8"sta►fon o1 and the taking -oFjlfdavits, focT(bladTecho up ULC and its 'eub91d des, aidoCiited &0IIie. and.aftiliates. RC pirekSeptenber 10,06 , ti Assign incnt CHRISTtNE M. AMBROSINO NOTARY PUBLIC -STATE OF NEW YORK No. 01 AM6362052 Qualified In Nassau County My Commission Expire.s07-24-2025' Pup 2 ore' CONSENT TO ASSIGNMENT The City of Fort Worth consents to the assignment of Pall Corporation ("Assignor") to Trojan Technologies Corporation ("Assignee"), of all its rights, title, and obligation owing, and all funds due or to become due to Assignor under PSK 18855/CSC0.56960 as long as all terms required of Assignor in said contracts are met by Assignee. CITY OF FORT WORTH Christopher H rder (Oct 23, 2023 10:44 CDT) Department Director Dom 5"1-a lk# Dana Burghdoff (Oct �f, 2023 14�.A CDT) Assistant City Manager 4Fman d �ORT nod Foaa ,e �Y dd ATTESTED BY: r11-- t /, annn nExAsa4 Jannette Goodall, City Secretary APPROVED AS TO FORM AND LEGALITY: City of Fort Worth Assistant City Attorney Contract Compliance Manager: Oct 23, 2023 Date Oct 23, 2023 Date OU 23, 2023 Date 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. s Oct 23, 2023 Employee Signature/Date Contract Compliance Specialist Title OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Assignment Plige 3 of DocuSign Envelope ID: 8DD4A5E5-98F5-4E8B-9BAD-816CC7AFF08B Request for Taxpayer Form 9 (Rev. October 2018) Identification Number and Certification Department of the Treasury Internal Revenue Service ► Go to wwwJrs.gov/FormW9 for instructions and the latest information. 1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. C N C ao O d a to 0 0 Trojan Technologies Corp 2 Business name/disregarded entity name, if different from above Give Form to the requester. Do not send to the IRS. 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 following seven boxes. certain entities, not individuals; see instructions on oaoe 3): ❑ Individual/sole proprietor or ❑✓ C Corporation ❑ S Corporation ❑ Partnership ❑ Trust/estate single -member LLC Exempt payee code (if any) ❑ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) No - 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 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) another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single -member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner. ❑ Other (see instructions) ► (Applies to accounts maintained outside the U.S.) 5 Address (number, street, and apt. or suite no.) See instructions. Requester's name and address (optional) 839 State Route 13 6 City, state, and ZIP code Cortland, NY, 13045 7 List account number(s) here (optional) JIM Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid Social security number backup withholding. For individuals, this is generally your social security number (SSN). However, for a I _ m — 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 1 1 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 for guidelines on whose number to enter. 8 5 —I 3 1 9 1 8 1 5 1 4 1 9 1 4 JIM Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 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 mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividen�s, �gu are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later. � oc tgne by: Sign Signature off fi aD�c U> August 4, 2023 Here U.S. person Do -Date Po- ri i mi v ii uNi :­ i i General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. • Form 1099-INT (interest earned or paid) • Form 1099-DIV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. Cat. No. 10231X Form W-9 (Rev. 10-2018) F -4 0 Q i direct. sos.sta#e.tx.us/carp_inquiry}carp_inquiry-entity,asp?spage=ra&:Spagefrom=&—Sfiling_number=80388523.2&:Ndocument_number=1288149900002&Npgcurrent=1&:Norder_item_typ-E 4 Suggested sites al e-Services I Intemak,.. Accurint-I I LexisNe— ® Adobe Sign, an Ad... PS Test Enviroments a Purchasing— Welco.., Welcome to Laserfi,,, CFW CFWnet.org I City c... I* SOSDirect - An Onli,,, UCC Business Qrganizatians Trademarks Notary Account HelplFees Briefcase: Logout Filing Number: 803885232 Original date of Filing: January 4. 2021 Formation date: NIA Tax ID: 32077231184 Name: Trojan Technologies Corp. Address: 29010 Avenue Paine Valencia. CA91355 USA Fictitious Narne: NIA Jurisdiction: DE. USA Foreign Formation November 19. 2020 Date: Entity Type: Foreign For -Profit Corporation Entity Status: In existence FEIN: 853985494 BUSINESS ORGANIZATIONS INQUIRY -VIEW ENTITY �7 TROJAN technologies, DATE: September 13, 2023 TO: City of Fort Worth, TX FROM: TROJAN TECHNOLOGIES CORPORATION RE: NOTICE OF ASSIGNMENT This notice ("Notice") is provided by Trojan Technologies on behalf of Pall Water also known as Pall Advanced Separations Systems, a division of Pall Corporation, of the following: Whereas, Pall Water also known as Pall Advanced Separations Systems, a division of Pall Corporation, a part of Danaher Corporation's Environmental & Applied Solutions ("EAS") segment, and whereas Danaher Corp. announced its intention to separate its EAS segment to create an independent, publicly traded company, Veralto, (the "Transaction") (see: Danaher Announces Intention to Separate Environmental & Applied Solutions Segment to Create an Independent, Publicly Traded Comoanv - Sep 14, 2022.1, and 2. In connection with the Transaction, the Pall Water assets, subject to consent where required by contract, have been assigned and transferred by Pall Corporation to Trojan Technologies Corporation (the "Assignment"), and 3. That the Assignment to Trojan Technologies Corporation occurred on August 25, 2023. Trojan Technologies Corporation By: Jo Anne M. VanHooydonk Chief Financial Officer ttns:llinvestors.danaher.com/2022-09-14-Danaher-Announces-Intention-to-Separate Environmental-Applied-S olutions-Se,zment-to-Create-an-Independent,-Publicly-Traded- Companv Trojan Technologies Group ULC 3020 Gore Road, London, Ontario, Canada, N5V 4T7 +1 (519) 457-3400 www.trojantechnologies.com TROJAN UV ?aHaFILTPA I1Aquafine VVIQUA. scilsnes Page 1 of 1