HomeMy WebLinkAboutContract 53850-NC1 CITY SECRETARY
F RECEIVED MNTRACT No. 53 3 S 0 - N Gi
MAY 15 2020
CITY Or roRT WORTH 2
\ CITY SECRETARY
Memorandum
Date: 5/15/2020
To: JB Strong,Assistant City Attorney
Return to: Tracy Walter,Vendor Management-Purchasing
Re: The BAC Education Foundation to AccelerateDFW Foundation—Name
change only
Prior Name: The BAC Education Foundation—Supplier ID: 0000020800
New Name: AccelerateDFW Foundation
*r* City Secretary Agreement 53850*
APPROVED BY: r'
JB Strong,Assistant City Attorney
APPROVAL DATE: May 15,2020
r
CIAL RECORD
SECRETARY
WORTH, TX
Form Request for Taxpayer Give Form to the
(Rev.October2018) Identification Number and Certification requester. Do not
Department of the Treasury send to the IRS.
Internal Revenue Service ►Go to www.irs.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 thi line blank.
acc F L E RATF Df-w Fc oNDArew CAcw►e CL[(- .D Fw, _.l.-IAC)
2 Business name/disregarded entity name,if different from above
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
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m following seven boxes. certain entities,not individuals;see
a instructions on page 3):
o [__1Individual/sole proprietor or [IC Corporation ElS Corporation ElPartnership ElTrust/estate
c single-member LLC Exempt payee code(if any)
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o 2 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
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-r_ o another LLC that is not disregarded from the owner for U.S.federal tax purposes.Otherwise,a single-member LLC that coQ.
is disregarded from the owner should check the appropriate box for the tax classification of its owner.
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N5 Address(number,street,and apt-or suite no.)See instructions. Requester's nam and address(optional)
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Number To Give the Requester for guidelines on whose number to enter. _ (S�� J�,
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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
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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
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acquisition or abandonment of secured prope ncellation of debt,contributions to an individual retirement arrangement(IRA),and generally,payments
other than interest and dividends,y are n• require sign the certification,but you must provide your correct TIN.See the instructions for Part II,later.
Sign Signature of ?? , (Q�
Here U.S.person► c� ���_ Date► 7 �C}I. J
General Instructions •Form 1099-DIV(dividends,including those from stocks or mutual
funds)
Section references are to the Internal Revenue Code unless otherwise e Form 1099-MISC(various types of income,prizes,awards,or gross
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later.
Cat.No.10231X Form W-9(Rev.10-2018)
1150 SOUTH FREEWAY
FORT WORTH, TX 76104
WWW.ACCELE RATED FW.ORG
(817) 806.9444 ACCELERATE
FOUNDATION
CHANGES IN LEGAL NAME OF FOUNDATION.
Attn: City of Fort Worth
Walker Lutringer—Director
AccelerateDFW Foundation
Walker.lutringer@acceleratedfw.org
(817) 909-4440
Dear City of Fort Worth Staff;
On March 9th, 2018 The BAC Education Foundation changed its legal name to AccelerateDFW
Foundation. We are now doing business as Accelerate DFW and have retained The BAC
Education Foundation and IDEA Works, FW as DBA's for our organization.
Documentation from the Secretary of State for such change is attached.
Thank you,
Walker Lutringer—Director
AccelerateDFW Foundation
1150 SOUTH FREEWAY, FORT WORTH, TX 76104 1 WWW.ACCELERATEDFW.ORG 1 (817) 806.9444
%P�E OF
Corporations Section �' i
w �' Rolando B. Pablos
P.O.Box 13697 � �>
Austin,Texas 78711-3697 4" c., Secretary of State
Office of the Secretary of State
Packing Slip
March 16,2018
Page 1 of 1
IDEA Works Fort Worth
600 Rosedale
Fort Worth,TX 76104
Batch Number: 79949999 Batch Date: 03-09-2018
Client 1D: 647535373 Return Method: Mail
Document Page
Number Document Detail Number/Name Count Fee
799499990002 Restated Certificate of AccelerateDFW Foundation, 0 $50.00
Formation Inc.
Total Fees: $50.00
Payment Type Payment Status Payment Reference Amount
Check Received 349 $50.00
Total: $50.00
Total Amount Charged to Client Account: $0.00
(Applies to documents or orders where Client Account is the payment method)
Atote to Customers Paying by Client Account: This is not a bill. Payments to your client account should be based
on the monthly statement and not this packing slip.Amounts credited to your client account may be refunded
upon request. Refunds(if applicable)will be processed within 10 business days.
User ID:)MARCHIONE
Come visit its out the Internet a littvllunviv.sos.state.tx.us/
Phone: (512)463-5555 FAX: (512)463-5709 Dial: 7-1-1 for Relay Services
Corporations Section �P�E OF Rolando B. Pablos
P.O.Box 13697 5 Secretary of State
Austin,Texas 78711-3697 X
Office of the Secretary of State
March 16, 2018
IDEA Works Fort Worth
600 Rosedale
Fort Worth, TX 76104 USA
RE: AccelerateDFW Foundation, Inc.
File Number: 153733401
It has been our pleasure to file the Restated Certificate of Formation for the referenced entity. Enclosed is
the certificate evidencing filing. Payment of the filing fee is acknowledged by this letter.
If we may be of further service at any time,please let us know.
Sincerely,
Corporations Section
Business&Public Filings Division
(512)463-5555
Enclosure
Come visit its on the internet at http://lvivw.sos.state.ix.us/
Phone:(512)463-5555 Fax:(512)463-5709 Dial:7-1-1 for Relay Services
Prepared by:Jean Marchione TID: 10323 Document:799499990002
Corporations Section PEE OF Rolando B. Pablos
P.O.Box 13697 C:l I Secretary of State
Austin,Texas 78711-3697 z i
Office of the Secretary of State
CERTIFICATE OF FILING
OF
AccelerateDFW Foundation, Inc.
153733401
[formerly: THE BAC EDUCATION FOUNDATION, INC.]
The undersigned, as Secretary of State of Texas, hereby certifies that a Restated Certificate of Formation
for the above named domestic nonprofit corporation has been received in this office and has been found
to conform to the applicable provisions of law.
ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the authority vested in the
secretary by law,hereby issues this certificate evidencing filing effective on the date shown below.
Dated: 03/09/2018
Effective: 03/09/2018
Rolando B. Pablos
Secretary of State
Come visit vs on the internet at http:/hininv.sos.state.tx.usl
Phone: (512)463-5555 Fax: (512)463-5709 Dial: 7-1-1 for Relay Services
Prepared by:Jean Marchione T1D: 10313 Document: 799499990002
RESTATED CERTIFICATE OF FORMATION WITH N$WI L E D
AMENDMENTS In the Office of the
Secretary of State of Texas
OF MAR 0 9 2018
THE BAC EDUCATION FOUNDATION, Il&'ppration5 Sectir,p
NOW KNOWN AS
ACCELERATEDFW FOUNDATION, INC.
ARTICLE ONE
ENTITY NAME AND TYPE
Section 1.1
The name of the tiling entity is The BAC Education Foundation, Inc. (the
"Corporation").
The file number issued to the filing entity by the Secretary of State is
153733401.
The date of formation of the filing entity is June 9, 1999.
The Corporation, by the filing of this Restated Certificate of Formation,
intends to delete its initial Articles of Incorporation, including its Restated Articles
of Incorporation filed on October 26, 1999, in its entirety and substitute this
Restated Certificate of Formation in its place. Each new amendment has been made
in accordance with the provisions of the Texas Business Organizations Code
("BOC"). The amendments to the Certificate of Formation have been approved in
the manner required by the BOC and by the governing documents of the entity.
This Restated Certificate of Formation accurately states the text of the Certificate
of Formation being restated and as amended by this Restated Certificate of
Formation. This Restated Certificate of Formation does not contain any other
change to the Certificate of Formation being restated except for the information
permitted to be omitted by Section 3.059 of the BOC.
The Corporation hereby changes its name to be "AccelerateDFW
Foundation,Inc."
This document is to become effective when filed with the Texas Secretary
of State.
Section 1.2
RESTATED CERTIFICATE OF FORMATION WITH NEW AMENDMENTS OF PAGE.1 OF 7
ACCELERATEDFW FOUNDATION,INC.
359879
The Corporation is a nonprofit corporation organized under the BOC and
shall have all the powers, duties, authorizations, and responsibilities as provided
therein. Notwithstanding the foregoing, the Corporation shall neither have nor
exercise any power, nor engage directly or indirectly in any activity, that would
invalidate its status as an organization exempt from federal income tax and
described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended,
or the corresponding provision or provisions of any subsequent United States
Internal Revenue law or laws (the "Code").
ARTICLE TWO
REGISTERED OFFICE AND REGISTERED AGENT
The street address of the registered office of the Corporation is 1150 South
Freeway, Fort Worth, Texas 76104 and the name of the registered agent at such
address is Ed Riefenstahl.
ARTICLE THREE
MANAGEMENT
Section 3.1
The Corporation is a nonprofit corporation and the management of its affairs
is vested in its board of directors pursuant to Section 22.201 of the BOC.
Section 3.2
The board of directors shall be elected in the manner set forth in the Bylaws
of the Corporation. The number of directors may be increased or decreased from
time to time by amendment to the Bylaws of the Corporation, but in no event shall
there be less than three (3) directors and no decrease shall have the effect of
shortening the term of any incumbent director. The number of directors
constituting the board of directors is 24 and their names and addresses are as
follows:
NAME ADDRESS
Edward Riefenstahl 1 150 South Freeway
Fort Worth, Texas 76104
Sean M. Buckley 222 W. 4'h Street, #201
Fort Worth, Texas 76102
Alberto Rios 1150 South Freeway
Fort Worth, Texas 76104
Mershelle Davis 1150 South Freeway
Fort Worth, Texas 76104
RESTATED CERTIFICATE OF FORMATION WITH NEW AMENDMENTS OF PAGE 2 OF 7
ACCELERATEDFW FOUNDATION,INC.
359879
Kevin Prigel 1 l50 South Freeway
Fort Worth, Texas 76104
Ricky McBride 1150 South Freeway
Fort Worth, Texas 76104
Sean Arena 1150 South Freeway
Fort Worth, Texas 76104
Gwen Barbee 1150 South Freeway
Fort Worth, Texas 76104
Chase Browmina 1150 South Freeway
Fort Worth, Texas 76104
Monica Coney 1150 South Freeway
Fort Worth, Texas 76104
William Giron 1150 South Freeway
Fort Worth, Texas 76104
Kevin Grace 1150 South Freeway
Fort Worth, Texas 76104
Dr. Dave Mack 1150 South Freeway
Fort Worth, Texas 76104
Dr. Rob McClain 1150 South Freeway
Fort Worth, Texas 76104
Dr. Eli Mercer 1150 South Freeway
Fort Worth, Texas 76104
Jie Melchiors 1150 South Freeway
Fort Worth, Texas 76104
David Minor 1150 South Freeway
Fort Worth,Texas 76104
Jonathan Silk 1 150 South Freeway
Fort Worth, Texas 76104
Jason Smith III 1150 South Freeway
Fort Worth, Texas 76104
RESTATED CERTIFICATE OF FORMATION WITH NEW AMENDMENTS OF PAGE 3 OF 7
ACCELERATEDFW FOUNDATION,INC.
359879
Matt Smilor H 50 South Freeway
Fort Worth, Texas 76104
James Stanley 1150 South Freeway
Fort Worth, Texas 76104
Darryl Ward 1 150 South Freeway
Fort Worth, Texas 76104
ARTICLE FOUR
MEMBERSHIP
There shall be no members.
ARTICLE FIVE
PURPOSES
Section 5.1
The Corporation is organized and shall be operated exclusively for charitable,
religious, scientific, or educational purposes within the meaning of Section 501(c)(3)
of the Code, and to conduct, accomplish, and carry on its objectives, functions, and
purposes or any part thereof set forth in the governing documents of the Corporation
as amended from time to time,within or without the State of Texas. Within the scope
of the foregoing purposes and not by limitation thereof,the Corporation is organized
and operated to connect dedicated entrepreneurs in the DFW area to the resources they
need to develop, launch, and grow their business, and to build relationships that
generate tangible outcomes.
Section 5.2
This Corporation is additionally organized to promote, encourage, and foster
any other similar charitable, religious, scientific, or educational activities; to accept,
hold, invest, and reinvest and administer any gifts, legacies,bequests, devises, funds,
and property of any sort or nature, and to use, expend, or donate the income or
principal thereof for, and to devote the same to, the foregoing purposes of the
Corporation; and to do any and all lawful acts and things which may be necessary,
useful, suitable, or proper for the furtherance of accomplishment of the purposes of
this Corporation, provided, however, no act may be performed which would violate
Section 501(c)(3) of the Code as it now exists or as it may hereafter be amended.
Section 5.3
In order to carry out the above-stated purposes,the Corporation shall have all
those powers set forth in the BOC,as it now exists or as it may hereafter be amended.
RESTATED CERTIFICATE OF FORMATION WITH NEN'A ILNI)MENTS OF PAGE 4 OF 7
ACCELERATEDFW FOUNDATION,INC.
359879
The powers of the Corporation to promote the purposes set out above are limited and
restricted in the following manner:
(a)(i) No part of the net earnings of the Corporation shall inure to the
benefit of or be distributable to its organizers, directors, officers, or other private
persons; except that the Corporation shall be authorized and empowered to make
reasonable payments and distributions (including reasonable compensation for
services rendered to or for the Corporation) in furtherance of its purposes as set forth
in this Certificate of Formation.
(ii) No substantial part of the activities of the Corporation shall be the carrying on
of propaganda, or otherwise attempting to influence legislation, and the Corporation
shall not participate in, or intervene in (including the publication or distribution of
statements)any political campaign on behalf of or in opposition to any candidate for
public office.
(iii) Notwithstanding any other provisions of this Certificate of Fonnation, the
Corporation shall not carry on any other activities not permitted to be carved on by(i)
a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Code,
or corresponding provisions of any subsequent federal tax laws, or(ii)a corporation,
contributions to which are deductible under Section 170(c)(2) of the Code, or
corresponding provisions of any subsequent federal tax laws.
(b) In the event this Corporation is or is deemed to be in any one
year a"private foundation"as defined by Section 509(a)of the Code,or corresponding
provisions of any subsequent federal tax laws, it shall be required to distribute its
income for such taxable year at such time and in such manner as not to subject the
Corporation to taxation under Section 4942 of the Code, or corresponding provisions
of any subsequent federal tax laws;and further shall be prohibited from:(i)any act of
"self-dealing"as defined in Section 4941(d) of the Code,or corresponding provisions
of any subsequent federal tax laws; (ii) retaining any "excess business holdings" as
defined by Section 4943(c) of the Code, or corresponding provisions of any
subsequent federal tax laws;(iii)making any investments in such manner as to subject
the Corporation to taxation under Section 4944 of the Code, or corresponding
provisions of any subsequent federal tax laws;or(iv)making any taxable expenditures
as defined in Section 4945(d) of the Code, or corresponding provisions of any
subsequent federal tax laws.
(c) The Corporation shall not accept any gift or grant if the gift or
grant contains major conditions which would restrict or violate any of the
Corporation's charitable, religious, scientific, or educational purposes or if the gift or
grant would require serving a private as opposed to public interest.
RESTATED CERTIFICATE OF FORMATION WITH NEW AMENDMENTS OF PAGE 5 OF 7
ACCELERATEDFW FOUNDATION,INC.
359879
ARTICLE SIX
LIMITED LIABILITY OF DIRECTORS
Section 6.1
A director of the Corporation shall not be personally liable to the Corporation
for monetary damages for an act or omission in the director's capacity as a director,
except that thus ARTICLE SIX does not eliminate or limit the liability of a director of
the Corporation to the extent the director is found liable for:
(i) a breach of the director's duty of loyalty to the Corporation;
(ii) an act or omission not in good faith that constitutes a breach of duty of the
director to the Corporation or an act or omission not in good faith that involves
intentional misconduct or a knowing violation of the law;
(iii) a transaction from which the director received an improper benefit, whether
or not the benefit resulted from an action taken within the scope of the
director's office;or,
(iv) an act or omission for which the liability of a director is expressly provided by
an applicable statute.
The foregoing elimination of liability to the Corporation shall not be deemed
exclusive of any other rights, limitations of liability, or indemnity to which a director
may be entitled under any other provision of the Certificate of Formation or Bylaws
of the Corporation, contract or agreement, vote of directors, principle of law, or
otherwise.
Section 6.2
If Chapter 7 of the BOC or any other statute of the State of Texas is amended
hereafter to authorize the further elimination or limitation of the liability of directors
of the Corporation, then the liability of a director of the Corporation shall be limited
to the fullest extent permitted by the statutes of the State of Texas,as so amended,and
such elimination or limitation of liability shall be in addition to,and not in lieu of, the
limitation on the liability of a director of the Corporation provided by the foregoing
provisions of this ARTICLE SIX.
Section 6.3
Any repeal of or amendment to this ARTICLE SIX shall be prospective only
and shall not adversely affect any limitation on the liability of a director of the
Corporation existing at the time of such repeal or amendment.
Section 6.4
To the extent permitted by applicable law,the foregoing limitation of liability
set forth in this ARTICLE SIX shall extend to the Corporation's officers. This
provision shall in no way limit or relieve a director (or officer, as applicable) for
federal excise taxes under Chapter 42 of the Code.
RESTATED CERTIFICATE OF FORMATION WITH NEW AMENDMENTS OF PAGE 6 OF 7
ACCELERATEDFW FOUNDATION,INC.
359879
ARTICLE SEVEN
OPERATION AND TERMINATION
Section 7.1
The Corporation is organized and operated exclusively for the purposes set
forth under ARTICLE FIVE of this Certificate of Formation. It is to be operated in
such a way that it does not result in the accrual of distributable profits, realization of
private gain resulting from payment of compensation in excess of a reasonable
allowance for salary or other compensation for services rendered,or realization of any
other form of private gain.
Section 7.2
The Corporation pledges its assets for use exclusively in perfornung the
Corporation's charitable, religious, scientific, or educational functions. In the event
the Corporation is to be terminated, after all liabilities and obligations of the
Corporation are paid or provision is made therefore, the Corporation's board of
directors shall distribute the remaining assets of the Corporation as they shall
determine but only for tax-exempt purposes to such organization or organizations
organized and operated exclusively for charitable,religious, scientific, or educational
purposes and which are exempt under Section 501(c)(3) of the Code. Any of such
assets not so disposed of shall be disposed of by a court of competent jurisdiction of
the county in which the principal office of the Corporation is then located, to one or
more organizations exempt under Section 501(c)(3) of the Code in a manner which
best accomplishes the purposes of the Corporation. No director or officer of the
Corporation and no private individual will be entitled to share in the distribution of
any assets of the Corporation in the event of its termination.
Section 7.3
The Corporation's board of directors shall have the sole and exclusive right to
vote on and make decisions regarding or in any way involving the dissolution,merger
and consolidation of the Corporation and decisions regarding the sale of substantially
all of the Corporation's assets.
IN WITNESS WHEREOF, I have hereunto set my hand, this 8th day of
February,2018.
&-Vefenstahl,plirman of the Board
RESTATED CERTIFICATE OF FORMATION WITH NEW AMENDMENTS OF PAGE 7 OF 7
ACCELERATEDFW FOUNDATION,INC.
359879