HomeMy WebLinkAboutContract 56489-CA1 CSC No.56489-CAl
CITY OF FORT WORTH
ASSIGNMENT
For value received, ReCept Pharmacy LP ("Assignor"), hereby assigns to Founders
Project RX Inc. ("Assignee"}, all of its right, title and interest in and to any and all sums of
money now due or to became due from the City of Fort Worth to Assignor under PSK
145551CSCO 56489 (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 25th day of Ignj!g� 2422.
ReCept Pharmacy LP
(Assignor)
By:
Print: Carmine DeNardo
Title: Chief Operating Officer
Founders Project RX Inc.
(Assignee)
By:
Print: Nicky Otts
Title: President
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
Ass1gmer' Page!of
P1.
' 1
NOTARY ACKNOWLEDGEMENT
On the 25th day of January 2022, personally appeared Carmine DeNardo, who
acknowledged to me that (s)he is the Chief Operating Officer of ReCept Pharmacy LP, and that '
(s)he executed this document for the purposes and consideration contained herein.
ReCept Pharmacy LP i
B
Y:
Print: Carmine DeNardo
Title: Chief Operating Officer ;t,
SUBSCRIBED TO before me on this 'J "da of , 2022.Mum �4
E
r, J
Teal
M, Eptes Notary�Pubicand for tat of
M commission Expires:
fi 10N +30,17a70 Y P � 5
NOTARY ACKNOWLEDGEMENT
On the 25th day o'tJanM 2022, personally appeared Nicky Otts, who acknowledged to
me that(s)he is the Chief Financial Officer of Founders Project RX Inc., and that (s)he executed
this document for the purposes and consideration contained herein.
Founders Project RX Inc.
f
By:
Print: Nicky Otts
Title: President
SUBSCRIBED TO before me on this day of .32022.
TU'
S to o `My commission Expires:Mq No-IM70
2ilOFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
—7i Page 2 of 4
CONSENT TO ASSIGNMENT
The City of Fort Worth consents to the assignment of ReCept Pharmacy LP C"Assignor")
to Founders Project RX Inc. (Assignee"), of all its rights, title, and obligation owing and all
funds due or to become due to Assignor under PSK I45551CSCO 56489, as long as all terms
required of Assignor in said contracts are met by Assignee.
CITY OF FORT WORTH
'19 — Feb 7 2022
Reginald—Zeno(Feb 7,202213:01 CST) ,
Reginald Zeno,Interim Assistant City Manager Date
Feb 7, 2022
Cynthia Garcia,Assistant Director—FMS Date
,a4�nnn��
,dAa FORT as
00O°O°°°°°°�a�
ATTESTED BY: do
�°
o
Jannette S.Goodall(Fe 7,202216:16 CST) Q� °
Feb 7 2022
000000
Jannette Goodall, City Secretary Q��nExpSa�a Date --
APPROVED AS TO FORM AND LEGALITY:
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 al I performance and
repotting requirements.
�-N- Feb 2, 2022
Mark Rauscher(Feb 2,202211:10 CST)
Employee Signature/Date
Assistant Fire Director
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
- Page 3 of4
1
E
Pagc 4 of 4
FW- W-119 Request for Taxpayer Give Form to the
raw max,. Identification Number and Certification requester.Do not
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LLC R the LLC n eleaerRed ea a airpie-member LLC that Is disregarded from the owner uniess the owner at the LLC is
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novel ■Form 1099-MISG(vari)us types of income,prizos,awards.of gross
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a ash 1111"tlhlar MM whoch may be ymw social security nun iber
i*w4u d dyer sdarspp"MWn number('TIN),adoption
•Form 1[T95-C(Gancaled-debt)
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on an Mdar mabOn Mh— Exemplars of information alien),to proAdo your correcI TIN-
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Cet No 10231k form W-9P 10.719y
Bill of Sale
THIS BILL OF SALE dated as of November 30, 2021 between ReCept Pharmacy,
LP, a Texas Limited Partnership,with its principal office at 1620 W.Northwest Hwy., Suite
100,Grapevine, TX 76051 ('Buyer"), and Founder Project Rx, Inc. with its principal office
at 5109 Oak Lane,Arlington, TX 76015. ("Seller"), collectively,the "Parties".
WITNESSETH
WHEREAS,the Buyer and the Seller have entered into an Asset Purchase
Agreement dated as of November 30,2021 (the "AGREEMENT"),whereby the Seller
agreed tosell, assign,transfer, convey and deliver, or cause to be sold, assigned,
transferred, conveyed, and delivered, unto the Buyer, the Transferred Assets, as that term
is defined in the AGREEMENT.
NOW,THEREFORE,for the consideration set forth in the AGREEMENT, the
receipt and sufficiency of which is hereby acknowledged by the Seller,the Seller does
hereby sell,assign,transfer,convey and deliver unto the Buyer, its successors, and assigns,
all of the right,title and interest that the Seller possesses and has the right to transfer in and
to all of the Assets.
TO HAVE AND TO HOLD all the Transferred Assets hereby sold, assigned,
transferred,conveyed, and delivered unto the Buyer and its successors and assigns forever,
subject to all the terms and conditions of the Agreement.Nothing contained herein shall be
deemed to alter,modify,expand,or diminish the terms and provisions set forth in the
AGREEMENT.
The files will be transferred to the buyer and remain in the pharmacy.
The pharmacy conducted a controlled substance inventory on November 30, 2021.
IN WITNESS WHEREOF the Seller has caused this Bill of Sale to be signed as of
the date and year first above written.
This sale includes the transfer of all inventory and patient records for the pharmacy.
SELLER: BUYER:
ReCept Pharmacy,LP Founder Project Rx,Inc.
By: Carmine DeNardo By: Nicky L. O
Its: CEO/President Its: President/Offic
Rest for Taxpayer
r-orm W�9 Request Give Form to the
� 2i711) identification Number and Certification requester.Do not
yK 'Reidy ■Go to wwwjMgAv1FomriM for Instructions and[lie latest information, send to the IRS.
1 Naar fes shown on your Ytcarne lax return] Name is required on Uus hne,de not Ieays this line tilsnk.
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r C enottw LLC that is not dessgwded from the orwrim for U S federal taw purposes.Otherwise.a s�ng;e-m unbar LLC that
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6 Ad*wo trsrrlC+ar,strool,and ape-or wire no)See instructions Requeetwit name and address(opUorral)
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T Lot swourn r1'urnder[s)here(optional)
Taxpayer identification Number IN
Filter your TIN in the appropriate box.Tito TIN provided must match the name given on line 1 to avoid Social saaeaitymon er
backup vekan.l one For individuals,this Is genaf d oft y.your social ru security number($SNr FHowever.rher for a � _m r
resident Akan,sole proprietor,a disregarded entity,see the instructions for Part I,later.Far other
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[jH - 2 2 3 1 3 6 6
Certification
under panatbes of penury,I cendy mat:
1.The nunbar shown on this form Is my correct taxpayer identification number(or I am waudng fox a number to be Issued to me):and
2.1 am not subfeCt to backup wrmholding b0cause:(a)I am axempt from backup withholding,of(b)I have not bean notified by the Internal Revenue
S&vu:e pRS)triad I am udb ecI to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am
m(Unger sLMsci to backup withholding;and
3-1 am a U.S.citizen or other U.S.person(defined below):and
4.The FATCA W*$)entered on this form(d any)indicating that I aryl exempt born FATCA reportlrlg is correct.
CerbfF 4Mw kwtvc0orlst.You must cross out item 2 above if you have been notified by the IRS that you are currently sub*t to backup withholding bocauso
you have tailed to report all kntera6t and dividends on your tax return.For real ostato transactions,item 2 does not apply.For mortgage Interosl paid,
acquisition or abandonment of secured property,cancellation of debt,contnbutiwts to an tndividuat fatiremenl snangamont(IRA),and generally,payments
other than interest end dividends,you a rwt required to sign the cansfication,but you must provide your correct TIK Sae the instructions for Part 11,taIor.
sign > "°' 1 �C - mil Hare V.S.person■ A Clete■
General Instructions •Form I D99-CHV(divido nda,Including those from stocks or mutual
funds)
Seclx)r retenlrr_m we to the Internal Revenue Code unless olharwise ■Form 1099-MISC(various types of Income,prizee,awards,or gross
Killed, proceeds)
Fur"dlevefopmerits.For the Latest information about developments .Form 1099-B(stock or mutual fund sales and certain Other
redalM to Form W9 and Its InsWctiom,such as legislation enacted transactions by brokers)
attarVwsy were published,go to www.brs-govlFormVY9.
•Form 1099-5[proceeds from rtwt sonars transactlorxi)
Purpose of Form -Form 1099-K(merchant card and ttdrd party network Vanssctions)
An WOvidual or entity(Form W-9 fequedw)who is required I !da an -Form 1098(horns mortgage interest),1098-£(student"n intereatj,
information ream with the M must obtain your cCr vid taxpayer 1098-T(tuition)
iderlltfirabon mirnbar(TIN which may be your social security number •Form 1099-C(canoaled debt)
(SW.individual taxpayer identification number(mf,4,adoptkxn
tutxgsyer rdantl0catiarn number(ATIN),or employer identification number Form 1099 A(acquisition or abandonment o!aeckirod property)
(Eft to report on an Inforrnstlon return the amount paid to you.or other Use Form W-9 only It you are a U.S.parson¢nciuciing a resident
amount reportable on an informatbn retum-Examples of information anon),to provide your correct TIN,
■etums include,but are not limited to,the following. 11 you do not return Form W9 to Ute►erfuester with a TW,YOU Remit
■Form 1089-It 7 GMereet"mid.or paid} be subjecr to backvrp withholding.See What Is backup withtwldlrq,
later.
Cal-W.t0231k Formal-9 PAY 10-20te
Corporations Section ��E 0 John B. Scott
P.O.Box 13697 �,�� �tt) Secretary of State
Austin,Texas 78711-3697 `X
Office of the Secretary of State
Certificate of Fact
The undersigned, as Secretary of State of Texas, does hereby certify that the document, Certificate of
Formation for Founder Project Rx, Inc. (file number 804203451), a Domestic For-Profit Corporation,
was filed in this office on August 17, 2021.
It is further certified that the entity status in Texas is in existence.
In testimony whereof, I have hereunto signed my name
officially and caused to be impressed hereon the Seal of
State at my office in Austin, Texas on January 09, 2022.
John B. Scott
Secretary of State
Come visit us on the internet at https://www.sos.texas.gov/
Phone: (512)463-5555 Fax: (512)463-5709 Dial: 7-1-1 for Relay Services
Prepared by: SOS-WEB TID: 10264 Document: 1109626580003
Filing#:804203451 DocuinenL#:1072449970002 Filed On 8/17/2021 received by Upload
CERTIFICATE OF FORMATION
OF
FOUNDER PROJECT RX,INC.
Ttie undersigned, Nicky L. Otts, in his capacity as President of Nuvono, Inc., in its capacity
as general partner of Otts-King Family Investments, LP, acting as the sole organizer of a for-profit
corporation to be formed under the Texas Business Org�mizations Code, as amended(the "TBOC"),
does hereby adopt the following Certificate of Formation for Founder Project Rx, Inc. (the
"Corporation").
Article 1.
Name
The name of the Corporation is Founder Project Rx, Inc.
Article 2
Duratimi
The period of duration of the Corporation is perpetual.
Article 3
Purpose
The corporation is organized for the purpose of the transaction of any and all lawful business
for which for-profit corporations may be incorporated under the TBOC.
Article 4
Shares
The aggregate inimber of shares which the Corporation shall have authority to issue is
1,000,000 shares of common stock, par value one cent ($0.01) per share ("Common Stock"). Each
share of Common Stock shall have identical rights and privileges in every respect.
Article 5
Resistered Office and Auent
The street address of its initial registered office is 5109 Oak Lane, Arlington, Texas 76017,
and the name of its initial registered agent at such address is Nicky L. Otts.
Article 6
Directors
The number of directors of the Corporation shall be not less than one nor more than nine (9),
the exact number to be fixed from time to time in the manner provided in the Bylaws of the
Corporation. The number of directors constituting the initial Board of Directors is two (2), and the
name and address of the persons who are to serve as directors until the first annual meeting of the
shareholders or until their successors are elected and qualified are:
Nicky L. Otts Vickie Otts
5109 Oak Lane 5109 Oak Lane
Arlington, Texas 76017 Arlington, Texas 76017
Article 7
Bylaws
The Board of Directors or the shareholders shall have the power to alter, amend, or repeal
the Bylaws of the Corporation or to adopt new Bylaws.
Article 8
Liability of Directors
The directors of the Corporation will not be liable to the Corporation or its shareholders
for monetary damages for acts or omissions that occur in the directors' capacity as directors. This
Article does not limit the liability of any director to the extent such director is found liable for: (1)
a breach of his duty of loyalty to the Corporation or its shareholders; (2) an act or omission not in
good faith that constitutes a breach of the director's duty to the Corporation, or an act or omission
that involves intentional misconduct or a knowing violation of the law; (3) 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 (4) an act or omission for which the liability of
the director is expressly provided by an applicable statute.
Article 9
Indemnification
The Corporation shall indemnify to the full extent permitted by law any person who was,
is, or is threatened to be made a named defendant or respondent in any action, suit, or proceeding,
whether civil, criminal, administrative, arbitrative, or investigative, or in any appeal in such an
action, suit,or proceeding,by reason of the fact that he or she is or was a director,advisory director,
or officer of the Corporation, against all expenses (including attorneys' fees), judgments, fines,
and amounts paid in settlement actually and reasonably incurred by such director, advisory
director, or officer in connection with any such action, suit, or proceeding. The Corporation shall
pay or reimburse expenses to directors, advisory directors, and officers, and may pay or reimburse
-2-
expenses to other persons, as permitted by law. The Corporation may purchase and maintain
insurance, create a trust fund, establish any form of self-insurance, secure its indemnity obligation
by grant of a security interest or other lien on the assets of the Corporation, establish a letter of
credit, guaranty or surety arrangement, or other arrangement on behalf of directors, advisory
directors, officers, or other persons, against any liability asserted against such persons in their
capacities as directors, advisory directors, officers, or otherwise, of the Corporation, whether or
not the Corporation would have the power to indemnify such directors, advisory directors,officers,
or other persons against such liability, as permitted by law.
Article 10
Action by Written Consent
Any action required by the TBOC to be taken at any annual or special meeting of shareholders,
or any action which may be taken at any annual or special meeting of shareholders, may be taken
without a meeting,without prior notice, and without a vote,if a consent or consents in writing, setting
forth the action so taken, shall be signed by the holder or holders of shares having not less than the
minimum number of votes that would be necessary to take such action at a meeting at which the
holders of all shares entitled to vote on the action were present and voted.
Article 11
Organizer
The name and address of the organizer is:
Otts-King Family Investments, LP
5109 Oak Lane
Arlington, Texas 76017
[Signature page fallows.]
-3 -
IN WITNESS WHER,kOF, the undersigned Organizer has executed this Certificate or
Formation as of August 2021.
ORGANIZER:
OTTS-KING FAMILY INVESTMENTS,LP
By: Nuvono, Inc.,
its General Partner
By:
Nicky L. bits,P t
Cr.,-.RTIFICATT,,OF FORMATION
OF
FouNi)L:R N=,C,i,RX,INC.