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Home My WebLink AboutContract 50745-CA1CSC No. 50745-CAl CITY OF FORT WORTH ASSIGNMENT For value received, Anritsu Company ("Assignor"), hereby assigns to Anritsu Americas Sales Company ("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 uuder CSCO 50745 (the "Contracts") and Assignee agrees to assume and perform all duties and obligations required by Assignor under tl�e terms of the Contracts. This Assignment constitutes tlie 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 vv�•iting 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 rnay 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 iustrument. Signed signature pages may be transmitted by facsimile or e-mail, and any such signature shall have the same legal eftect as an original. Dated the 2� day of .�Cj `- 2021. Am•itsu Company (Assignor) By_ �I Print: J fr y. Chen Title: General Counsel & Corporate Sec�etary Anritsu Americas Sales Company (Assignee) By: , �% Print: Matt gresta Title: Sales Operations Director Assignment �FFICIAL RECORD CITY SECRETARY FT. WORTH, TX CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 �1�00�1�18@;@1� A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California l }County of Sctntut t llrOt On D5 / 2� l 202. l before me, ·mt----,r--��-f----'---C-'---'-'---- Date th--P A A Here Insert Np[;Je and Title of th Officer personally appeared Ot � Chin ai11 rl Muru'\e:W :fh! asm -Name(s) of Signer(s) � who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. ........ ( TRACY L. WILLIAMS Notary Public• California : Santa Clari County � Commission # 2250299 - My Com.m. Expires Jul 16, 2022 Place Notary Seat and/or Stamp Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ffiCL�� S� ture of Notary Public OPTIONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Docum�'?· _ � ..1:::1\y.::\-vJ·o r:x1/\ A sc..· Title or Type of Document· ----.-,,all;..,.,-�f--"--'--'_\_ V""'"!_ t-'--""'---'-1 I'_ J-'-''-"-=-/�-1-'-'-----'---'---+-+---Document Date: 0 . ·2-,/ Signer(s) Other Than Named Above: ______________________ _ Capacity(ies) Cla)l\1�9-PY Si ner(s J,.11,. ,, f·gner's Name: \..J l--n I 'l Signer's Name: M t'tllilf/V)) . .fb,. r(51"t71Corporate Officer -Title(s). ="'+-=J."""-'-.,__,,�,-t..□ Corporate Officer - Title(s): --�--____ _Partner - o Limited o General U\,{, □Partner -□ Limited D General□Individual □Attorney in Fact □Individual □Attorney in FactoTrusteeoGuardian of Conservator o Trustee:}() I ,5 o u r ·@ of ervat □Other: -------------i Other: '( IAl.M nS .c; Signer is Representing:_________ Signer is Representin : ________ _ ©2017 National Notary Association CONSENT TO ASSIGNMENT The City of Fort Worth consents to the assignment of Anritsu Company ("Assignor") to Anritsu Americas Sales Company (Assignee"), of all its rights, title, and obligation owing and all funds due or to become due to Assignor under CSCO 50745, as long as all terms required of Assignor in said contracts are met by Assignee. CITY OF FORT WORTH �G�LC'� �GG2.G�i�'��✓�i Dana Burghdoff (Jun 14, 20 20:46 CDT Dana Burghdoff, Assistant City Manager ��- Cynthia Garcia, Assistant Director — FMS ATTESTED BY: �� `�� z� Mary Kayser, City Secretary a� FORT �� pFo°°°°°°oo�L�d � o° �� o��d v� �_� 0 0 0 0 ��oo �� 0 00° ,cr ��, �°00000_ d APPROVED AS TO FORM AND LEGALITY: TB St�ovr JBStrong(Junl ,202113:17CDT) John B. Strong, Assistant City Attorney Contract Compliance Manager: J u n 14, 2021 DATE J u n 14, 2021 DATE J u n 15, 2021 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. � '' J u n 10, 2021 �� 7�.� .- �,x:� — Employee Signature/Date Senior IT Manager Title �FFICIAL RECORD Assignment CITY SECRETARY FT. WORTH, TX AS5IGNMENT AND ASSUMPTIUN AGRCEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement"�, is made effective as of 3_�, 201 �("Exchang� Date"), by and among Anritsu Corripany, a Califnmia corporation ("AUS") and Anritsu Americas Saies Campany, a California corparation ("AASC"). AUS and AASC are collectively referred to herein as �e "Parties.". RECITALS A. The Parties have entexed inta that Agreement and Plan of Reorgaraization, dated of ev�n date herewath (the "�in-Off A�reemeni"), pursuant to which, (i) certain ta�ngibl� and in#angib�e prope�ties, accounts, rights, and other assets of AUS (the "Spin-Off Assets"), and (ii} certain deb#s, duties, and obligations of AUS {the "St�in-O�f Lzabilities") wili be assi�ned io and assumed by, as the case may be, AASC in consideration of �he issuance of 100 shares of the Common Stock of AASC #o AUS {the "Spin-Off Transaction"). AGREEMENT NOW, THEREFORE, for good and valuable considexation, the receipt and sufficiency of which is hereby acknowledg�c�, the parties hereto a�ree as follows: 1: Assig�unent. On the Exchange Date, AUS does unconditionally and irrevacably transfer, convey, assign and deliver, or cause to be transferred, canveyed, assigned a�d delivered, � , to AASC and its successors and assigns forever, all of Aj.3S's rig�t, title and interest in and to all of tk�e Spin-Off Assets set forth on Sched�le A hereto. Notwithstanding the foregoing, to the extent that AUS's r�ghts under ar�y Spin-Off Asset may not be assigned ta AASC without the co�sent of another person. which ltas not been obtained, this Agreement shall not constitute an � agreement to assign th� same if an attempted a�sigtunent wauld canstitute a breach thereof or be unlawful. �. Ass�unption. On the Effective Date, AASC accepts from AUS the conveyat�ce, transfer and assignment of the Spin-Assets set farth oii Schedule A hereta, and AASC hereby assumes all oithe Spin-Off Liabilities set forth an Sohedule B hereto, and agrees to pay, perfornn and discharge, as a.nd when due, all of the obligatior�s of AUS set farth on Schedule B hereto, in each case, accruing on or after the Exchange Date. Notwithstanding t�te faregoing, to the extent that AU�'s rights under any Spin-4ff Asse# or Spin-Off Liabiiity may not be assigned ta and assumed by AASC without the consent of another persan which has not been obtained, this Agreement shall not constittrte att agreement to assign the sarne i£ an a�tercipted assignment wotild constitute a breach thereoi or be un]awfitl. - 3. Definitions. Capitalized terms used but not otk�erwise defined in this Agreem�nt sha11 have the ces�ective meanings ascribed to them in the Spin-Off Agreement. 4. Misceilaneous. (a) Further Ass�ranees. AUS agrees that, at any time and from� time to tim� �,� ., after the date herea�, upon tl�e request of AASC and withaut further consideration, AUS s�alt duiy execute, acknowledge and deliver alL such fixrther assignments, transfers, conveyances, 34130.002 87912976134.7 powers of attarney and assuxances (or will eause to be done all and every snch fiu�ther acts) as � may be required to more effectively assign to and vest in AASC, and to put AASC in passession of, the Spin-Off Assets. {b) Go�erning Law. This Agreement shall be govemed by and construed, interpreted, a.nd enfarced in accardance with the laws of the State of California without regard to conflicts of �aws principles. {c) Amendment, Waiver, etc. No amendment or modification af this Agreemen#, and na waiver hereunder, shall be valid or bindi.ng t��nieas set forth in �u+riting and duly executed by the par�y against whom enforcement of s�zah amendment, modification, ar waiver is sough#. • (d) Bindin E�ff��t. This Agreement shall be binding upon, inure to the benef t of and be enforceable by the parties hereto and their respective su�cessors and assigns. (e) Counterparts: Facsimiles. This Agreement may be exeeuted in eounterparts, each of which shal� be enforceable against the party actually executing the coun.terpart, and ali of which together shall constitute one ins#tvment. Facsimile signate�res or signatures exchanged in �'ortable Document Format shall be s�ff'icient to bind the parties �ereto. (�} Recitals. The first paragraph o� this Agreement, the Recitals, Schedule A and Schedule B are deeened #a be integral parts of this AgreernEent and incorporated by reference herein. jSignature page fodlowsJ �.� � 34130.0[12 87912976134.7 ��-- IN WITNESS WHF,REOF, the und�rsigneci har+� caused this Assignment and Assumption Agreement to be cxecutcd by tkteix duly authorized officers as of the date first set forth above. AUS: Anritsu Campany, n Cali�ornia corporutron � � B�,. � � � i � Toru akinaga, President Aase: Anritsu A�naricas 5ales Company, a Cal ifo • ' poratian B _. `� P 1 Innis, Vice President � 3 3n�3o.oflz 5791297G134.] �^ �.._,�� 34130.402 87912976134.7 SCHEDULE A SPIN-OFF ASSETS � � 3413U.002 8791297b134,7 SCHEDULE B SPIN-OFF LIABILITIES �� C�RT�'�C.Ax'E OF CORR��TIQN � G�l ��.�`„� ' SeC!'�3tai iff �Se�� state o� C�ltFcrnia � �AR � � ��±9 OF �]ERT�i�ATE �}'�' �M[E�DkV�EN']� �CD1E` AR'�.'iCLE� I?k` INCVItPORATi��T OF �N�X'�S�T A�RIICA,S SALES C0�1+IPAi�TX �'aru Wak#naga and Ste�ohan J. dou�feraeh �e�ti�y ti�a�: 1, '�h�ey airo �e Presid�nt and 5acratary, x�spectiv�ay, of Anriisu Am�ricas Sa1� Campany (the •�Ca�aration"}. --- �, Qn 5�pterr�ber 1Z, 2018, tha Co�o�aration f�led a Cerfi€�cate of �lmana�nent af Artioles of Tnoorpnration of A�rifsu AiTLEClGAS $ales Campany, daCum�ent numbar A�$18543 (ths :`Cartifaate �f At�►andmant"). 3. Sectiun 4 of the Cee�i�Zdate of Amas�dmant arrs�neously refa�ances approval �af the Gerkifioat� oi Amendm�n# by t�e shar�hotders, �i�vhe� �t th�e iirrie of signa#ure v� �et Certificate af Amendmetit 6y the offioers of ttie Corporatian on �Bptetnber 7, 2018 and al:ihe time �f �lir►g of the Ceriifioa�e af Ante�dtt►ent by the Secretary of State on Saptamber 12, Z018, na sheres of the Corporatian had hean issued. � � 4. 1 S. 6. 7. 8, 5ection 3 is hereby eorrected to read in its en#irety as foilows; "3. The foregoing amendtirient of the Arti�lcs �f Incaxpor�tion has �ean t�uly a�prQved by t�te Bo�d of Directors o� the ca�oration, No sltares of.#he co�porafio� i�ave been �ssued atid ihe amendment raf thE Articles af Incoi�ioration o� the� aorporationhas baen d�riy adopted by a no less t�an a ma�ority of the directors in accordance. with Se�tion 901 of the Califarni$ Corporatiot�s Code.,� . � Sectipn 4�rs hereby s�ricicen fram the Cet�tificate of Amendment. Thia Gertificate of Correctinn dbes s�nt a1t�r the vvording of a�y res�tution ar written cflnsatrt w�ie�r was in fa�t adopted by the Board of D�irecfors. The provision of the Certificate of Amendmer�t being oorrecled is identifisd in secordance with the provisians of sEtbdE��sion (a) of �ectivn 90'� of tha Califbr�ia Corporations Code. The correctian of the Certifioate of A►nenciment hy Yi�e within Certificai� af Cor�ectian is made in acaardance with Sectian 109 a�f the Caliiarnia Garporations Code, We dealare under pe�talty af per�ury under the laws of the Stato af Gali%miathat the m$tters set farth in this Certificate nf �orraction are t�ue and aorraot of oar nwn kr�c�wledge, Dated: No�emGer 9, 201$ 1 °...�� 1 � � � - �-� ,,/ � �� // `l .�f.l.i��.iertPr�! �� ,el�✓"��!�� ..... �- - � -);:.>.�`��ief��:" _� 34L30.0�2 39911! Si0�6, t ; , ; ARTICLES OF INCORPORAT'�ON 4l54�i�� F�� Sec�'Btasy Of $t�a �tafeofCai�'�ainia ,�,C� MAY � � �Oi� � o� ANRITSU AMERICAS SALES C�MPANY ARTTCLE I The name of�is,corparatian i�s Anritsu Atnerieas Sates Cornpany AR.TICL� i� '�'ha pt�rpase of ttte oorparation is to engage �n any lawful act or activity for which a cozporation may ba organi�ed under the Genera� Corporation Law of Caiifarnia o'th�r fihan the banking business, the trust company business or the practice af a profession pernzitted fio be incarparated by the California Car�orations Code. ARTICLE III The na.rne and address in this state of the corporation's initial agent far ser�vice af � process are; � � �t�pi�en 3. Vonderach 490 rarvis Drive Morgan Hill, CA 95037 ARTICLE �IV The street addres� and the mailing address of the corporatian are �s fallows; 5treet address; 494 yarvis Drirre, Morgan �Iill, CA 95U37 Mailing address: 49Q Jarvis Drive, Morgan Hili, CA 95037 ARTiCLE V The corporation is authori�ed to fssue only one elass of shares, which shall be desig�ated comman sha.res, The tatal n.�mber of shares which the corporatian is aut�oriz�d to isst�e is Ten , ThoUsa,nd (I0,400} sharas. � ARTICLE VI 'The liahi�iry of the directors af the corporation for monetary ciamages shall be aliminated to tha fullest extent parn�zssible under California. law. 3��3a.aa� 39912472691.1 ; � � � � �� ARTICLE VII 1'he corporation is autharized to provide indernnification af agents (as defined in: Seotian 3 i 7 of the Caiifornia Corpora.ti�ns Code) fQr hreach of duty to the carparatian and its shaxeholders through by�aw provisioris ar through agreemen#s with the agents, or through shareholder resol�tians, or atherwise, in excess of 'the indemnification otherwise permi�ed by Section 317 af th.e Ca�ifornia CQip9xa�DI15 Code, s�.bject to the limits on such excess indemni�icatian set forth in Seotion 204 of the Califamia Carporatians Eode. A1tTICLE VIII � The oorporation reserves the right to amend, alter, or repeal any pzovision conta�ned in t�ese Articles oi Incor}�oration, iri fhe mar�er now an c�reaf�er presaribed by larv, and aii rights and powers canferred by �ese Articles of In.coxpar�.tion on �sharehoiders, directors and afircers are gra.nted subject to t�is reser�ation; provided, however, no repeaL or m�di�iaation af th� pro�isions of Articles VI, VII, or this Atiicle VIII, may adversely afFect any right to limi�tatian of Iiability af a directar or indarnni�ication of agen�s of this carparatiQn rela#ing to acts ar amisszans occurring prior ta such repeal or mac�ification, Peter F, S ne, Incorporatar 34130.00 [ 39912972691.1 _2. k hereby certify ih�e fpregang transcript of �age{sy Is a ful�, Vue artd r.orrei,�tCopy of Ihe otiginal recard in the Custady vilfie Calffomla 8ecretary a( 5t8te's a�lce. ��Y � �9 2�� Dale; , Q� �..�s�� -. r'�L� �ADf€.9 4, :�:��4ary �f Siale Fo�,1N-9 {Rev. October 209 B} department of the Treasury Internal Revenue Service Requesfi for Taxpayer Identification Number and Cerfification ► Go to www.irs.gov/FormWS for instructions and the latest information. 7 Name (as shown on your incame taX Anritsu Americas 5ales Com� 2 Business name/disregarded entity name, r3 m � a 0 N N L Q O �U i i o �, C � G a`y U Q N � � Gi�e Form to the requester. Qo not send to the IR5. Na1710 IS Y0qL11�@tl Ofl FYIIS lIf1E; tl0 f10[ IB8V2 tY115 IIf19 blaflK. anove 3 Gheck appropriate box for federal tax classificaiion of the person whose name is entered on line 1. Check only one of the 4 Exemptions (codes apply only to following seven hoxes, certain entities, not individuafs; see instructions on page 3): ❑ IndividuaVsole proprietor pr ❑� C Corporatian ❑ S Corporafion ❑ Partnership ❑ Trusi/estate single-member LLC �xempt payee code (if any) 5 ❑ Limited fabi[fty company. Enter the tax classification {C=C corporation, S=5 corporaiion, P=Partnership) ► Note: Check the appropriate 6ox 9n ihe line ahove for the tax classification of the single-member owner. Do not check Exempfion irom FATCA reporting LLC if the LLC is olass�fied as a singfe-member LLC thai is disregarded from the awner unfess ihe awner of the LLC is code (if any} another LLC Ehat is not disregarded irom the owner for U.S. federal tax purposes. �iherwise, a single-member LLC that is disregarded from the owner should check the appropriate box for ihe tax classification of its owner. U OthBl' {S�B ftlSt�UCtI0R5� � 5 Address {number, street, and apt. or suite no.) See instructions. Jan►is Dri�e ty, state, and Z!P code (Applies to eccounts meintained outside Me U.S.J Requester's name and address (optianal) IRorgan Hill, CA 95037 7 List account number(s) here �opfional) ►er ldentification Number � Enter your TIN in the apprapriate box. The TIN provided must match the name given on line 1 to avaid backup withhalding. For individuals, this is generally your social security number (SSN). However, far a resident alien, sole proprietor, or disregarded entity, see the instructions for Part f, later. For other entities, it is your employer identification numLer (EIN). If you do not have a nurrEber, sae Now to gef a 7lN, later. � Social securi#y number � -� or Note: ff the account is in more than one name, see the instructions for line 1. Also see Whaf Name and � Emptoyer identification number IVumber To Give the Fiequesfer for guidelines on whose number to enter. j�� uo�r��0000 Certification Under penalties of perj�ry, I certifyihat: 1. The nurnber shown on this form is my correct taxpayer identification number {or I am waiting €or a number to be issued to mej; and 2. I am not subject to backup wii�holding because: (aj [ am exempt from backup withholding, or (bJ I have not been notified by the Intemal Revenue 5ervice (IRS} that I am su6ject to backup withholding as a resu[t of a failure to repori all interest or dividends, or (c) the IRS has notified me that I am no ionger subject to backup withhofding; and 3. 1 am a U.S, citizen or other U.S. person {defined below); and 4. Tha FATCA code(s} entered on this form (if any} indicating ihai I am exempi from FATCA repofiing is correct, Certifiaation instnections. You must cross out item 2 abo�e if yau have been notified by the IRS that you are currenfly subject io backup withholding because yau have failed to report a[I 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 (IRAJ, and generally, payments other than snterest and dividends, yau are not required to sign the certification, but you must provide your correct TlN. 5ee the instructions for Part II, later. $I�n Signature of Here U.S. person ► Gene�allnstructions �-�-�R�� Section references are to the InterRa Revenue Code unless otherwise noted. Future deve�opments. Forihe 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/FormWB. Purpose of Forin An individual br entity (Form W-9 requester) who is required to file an information return with the IFtS must o6tain your correct #axpayer identification number (T1N) wF�ich may be yaur social security number {SSNj, individuaE taxpayer identification number (ITIN), adoption taxpayer identificatian number {ATIN), or employer identification number {EIN}, to report on an infarmation return the amount �aid to you, or ather amount reportat�le on an information return. Examples of information returns include, but are nok limited to, the following. • �orm 1099-INT {interest earned or paid) �ate► �4-M, q� 'LQ 1 � • Form 1d99-�N {dividends, including thase from stocks or mutual funds} • Form 1099-MISC (various types of income, prizes, awards, or gross praceeds) • Form 1099-8 (stock or mutual fund sales and certain other transactions by brokersj • Form 1099-S (praceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 {home mortgage interest}, 1098-E �student laan interest), 1098-T {iuitianj • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured praperty} iJse Form W-9 only if you are a U.S. person (including a resident alienj, to provide your correct T[N. !f you do nof return Form W-9 fo the req�ester with a TIN, you mrghf be subjecf to backup withholding. See What is backup withhalding, lafer. Gat. No. 10231X Form W-9 (Rev. 10-2018)