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HomeMy WebLinkAboutContract 52052-CA1 CSC No.52052-CAl CITY OF FORT WORTH ASSIGNMENT For value received, Valley Tank Testing, LLC. (Assignor"), hereby assigns to D&H United Fueling Solutions, Inc. ("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 12504/CSCO 52052 (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 18 day of Fcbruga 2022. Valley Tank Testing,LLC. (Assignor) By: - Print: PJ Kane Title: Chief Operating Officer D&H United Fueling Solut' ns,Inc. (Assignee),,-- By- Print: Tldvis Williams Title: Chief Financial Officer OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Assignment page 1 of4 NOTARY ACKNOWLEDGEMENT On the 18 day of _ February_ 2022, personally appeared fJ-� K'-"z _-_�, who acknowledged to me that (s)he is the Chief Operating Officer of Valley Tank Testing, LLC., and that (s)he executed this document for the purposes and consideration contained herein. I Valley Tank Te 'n , LLC. By: _ _ I Print: PJ Kane I i Title: Chief Operating Officer SUBSCRIBED TO before me on this 18 -—day of _February , 2022. E jay pU���f ANTONELLA M BECK ,� j�f � ,� Notary Public-State of Florida ���.C�- (" A `* += Commission#GG$00928 S My Commission Expires otary Public in and for the State of rntiit Ma OS, 2023 .� My commission Expires: 0`.� m a.c 4 l k NOTARY ACKNOWLEDGEMENT n On the _ day of _ GLt�-(ii 2022, personally appeared who acknowledged to me that (s)he is the Chief Financial Officer of i D&H United Fueling Solutions, Inc., and that (s)he executed this document for the purposes and consideration contained herein. i D&H United Fuelin "ns, c. By: Print: TrAvrs Wiffliams Title: Chief Financial Officer SUBSCRIBED TO before me on this -g day of_ , 2022. r e 8 f(r 00F BLANCAMOLINA IGNACZ No ary lic in and for the tat of Notary ID#128357213 My Commission ExpiresMy commission Expires: August 13, 2022 �i OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX � Assignment Page 2 of d i CONSENT TO ASSIGNMENT The City of Fort Worth consents to the assignment of Valley Tank Testing, LLC. {"Assignor") to D&H United Fueling Solutions, Inc. (Assignee"), of all its rights, title, and obligation owing and all funds due or to become due to Assignor under PSK 12504/CSCO 52052, as long as all terms required of Assignor in said contracts are met by Assignee. CITY OF FORT WORTH M a r 10, 2022 Reginald Zeno(Mar 10,2022 15:12 CST) Reginald Zeno,Interim Assistant City Manager Date Mar 10,2022 Cynthia Garcia, Assistant Director—FMS Date ,aa4�an a pa�°FORT4 d� ATTESTED BY: 0 °°°O ap�o 0 M a r 10 2022 Tannol-leS. Goodall �'• ' Jan nette S.Goodall(Mar 10,2022 16:177 ST) y o p�. ° ° Jannette Goodall, City Secretary ��� o�c�� Date °° °°000000 fy a���EXASoap 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 all performance and reporting requirements. Roger Grantham(Mar 9,2022 16:51 CST) Mar 9, 2022 Employee Signature/Date Environmental Supervisor Title OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX ASSigRrnent Page 3 of 4 Assig=cnt Page 4 of Form w=9 Request for Taxpayer Give Form to the (Rev.October2018) Identification Number and Certification requester.Do not Department Intlnt of fue Service Go send to the IRS. ►Go to www irs govJFb rriM 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. D&H United Fueling Solutions,Inc. 2 Business name/dtsregarded entity name,if different from above Valley Tank Testin ,LLC. m3 Check appropriate box for federal tax classification of the person whose name is entered on lure 1.Check only one of the 4 Exemptions(odes apply only to following seven boxes. certain entities,not individuals;see a Instructions on page 3): o ❑ Individual/sote proprietor or ❑✓ C Corporation ❑S Corporation ❑ Partnership ❑Trust/estate ai c single-member LLC Exempt payee code(if any) c ❑ Umited liability company.Enter the tax classification(C=C corporation.S=S corporation,P=Partnership)► 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 a another LLC that is not disregarded from the owner for U.S.federal tax purposes.Otherwise,a single-member LLC that code pf any) is disregarded from the owner should check the appropriate box for the tax classification of its owner. ❑ Other(see Instructions)► ( (08=a ib,reinbbW0Uftdemaus.J 5 Address(number,strest,and apt.or suite no.)See Instructions. Requester's name and address(optional) 12100 Crown point Drive Suite 110 6 City,state,and ZIP code San Antonio,TX 78233 7 Ust account numbers)here(optional) ISMI 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 securtty number backup withholding.For individuals,this is generally your social security number(SSN.However,for a 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 TtN,later. or Note:If the account Is in more than one name,see the instructions for line 1.Also see What Name and I Empfeyer identiflcation number Number To Give the Requester for guidelines on whose number to enter. M47 - 4 1 5 1 3 1 1 1 1 8 Certification Under penalties of perjury,I certify that: 1.The number shown on this form is my correct taxpayer identification number(or 1 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,cancellat' of d contributions to an individual retirement arrangement ORA),and generally,payments other than interest and dividends,you not requi g i thetion,but you must provide your correct TIN.See the instructions for Part II,later. Sign Signature of Here U.S.person► Data► General Instructions Form 1099-DN(dividends,including those from stocks or mutual nds) Section references are to the Internal Revenue Cod ess otherwil Farm 1099-MISC(various types of income,prizes,awards,or gross noted. roceeds) Future developments.For the latest information about developments .Form 1099-B(stock or mutual fund sales and certain other related to Form W-9 and its Instructions,such as legislation enacted transactions by brokers) after they were published,go to www.frs.gov1FomtW9. •Form 1099-S(proceeds from real estate transactions) Purpose of Form •Form 1099-K(merchant card and third party network transactions) An individual or entity(Form W-9 requester)who is required to file an •Form 1098(dome mortgage interest),1098-E(student loan interest), Information return with the IRS must obtain your correct taxpayer 1098-T(tuition) identification number(TIN)which may be your social security number •Form 1099-C(canceled debt) (SSN),individual taxpayer identification number((TIN),adoption .Form 1099-A(acquisition or abandonment of secured property) taxpayer identification number(ATIN),or employer identification number (EIN),to report on an information return the amount paid to you,or other Use Form W-9 only N you are a U.S.person(including a resident amount reportable on an information return.Examples of information alien),to provide your correct TIN. returns include,but are not limited to,the following. if you do not return Form W-9 to the requester with a TIN,you might •Form 1099-INT(interest earned or paid) be subject to backup withholding.See What is backup withholding, later. Cat.No.10231X Form w-9 Mev.10-2018) 1 United FURING SONTIONS March 9, 2022 Sarah Czechowicz Management Analyst II Code Compliance Department Via Email: Sarah.Czechowicz@fortworthtexas.gov Re: Change in the ownership of the operations of Valley Tank Testing,LLC,a Texas limited liability company ("Company"} Dear Sarah: I want to inform you of a change in the ownership of the operations of the Company ("Change of Ownership") that occurred on November 10,2021. In accordance with that certain Asset Purchase Agreement(the"Acquisition Agreement"),D&H United Fueling Solutions,Inc.,a Delaware corporation acquired substantially all of the assets of the Company(the"Acquisition"). The day to day operations of the business have not changed as a result of the Acquisition. Please acknowledge the receipt of this notice by signing this letter where indicated below and returning it to the undersigned as soon as conveniently possible. Please update the notice address for the Company to: D&H United Fueling Solutions, Inc. 12100 Crownpoint Ste. 110 San Antonio, TX 78233 ATTN: Travis Williams, Chief Financial Officer Email: Twilliams@dh-united.com If you require additional information, do not hesitate to contact me at(210) 393-8025. Sincerely, Receipt Acknowledged: D&H UNITED FUELING OLUTIONS,INC. CITY OF FORT WORTH By: By: N Travis 1 liams Name: Sarah Czechowicz Title: Chief Financial Officer Title: Management Analyst 11, Code Compliance Department 624$6362;1 �Or, VC n n MCI, Inc n� of °c � c ta _ a nc Inc G� TPUS` ✓/l l\�11 O VC V �n +i3ppartmPut of �ttttr nC nc Inc I certify the attached is a true and correct copy of the Application for Registration n� of Fictitious Name of VALLEY TANK TESTING, registered with the Department of State on November 19, 2021, as shown by the records of this office. n The registration number of this fictitious name is G21000154825. Inc � Inc _ X - V n� g V° V° n� nc Mo �c Given under my hand and the �Uc Great Seal of the State of Florida ?V� nc at Tallahassee, the Capital, this the nc o� VR -S Twenty-ninth day of November, 2021 o eve nft BV E V oD WE'Vg� V n� LaureC Lee nc V V° C V n OnEO22 (01-11) Secretary of State VC V V�Vr,C V/x V�V�Vx V�VmV�^Vy�V/R V�V V / V V/JD II r.0►\JO( rC \/JD(\/JO fI/X V/F f7/X fl/JO I/X fl/JIl�flr 011 pggqqqqqqCJqqCJCDqqqqC'JggqqqqqqqqqC APPLICATION FOR REGISTRATION OF FICTITIOUS NAME Note:Acknowledgements/certificates will be sent to the address In Section 1 only. 1. Valley Tank Testing Fictitious Name to be Registered(See instructions if name includes a business entity suffix or indicator) 2 12100 Crownpoint Dr., Suite 110 = Mailing Address of Business 0 San Antonio TX 78233 fn City state zip code (3,2 10 I]0 1 27 3. Florida County of principal place of business: Hillsborough (See instructions if more than one county) 4. FEI Number:47-4531 1 18 This space is for office use only CR4E001 (10/20) A. Owner(s) of Fictitious Name If Individual(s): (Use an attachment if necessary) 1. 2. Last First M.I. Last First M.I. Address Address City State Zip Code City State Zip Code N B. Owner(s) of Fictitious Name If Entity: (Use an attachment if necessary) 2. D&H United Fueling Solutions, Inc. 2. 0 Entity Name Entity Name r 12100 Crownpoint Dr., Suite 110 Address Address San Antonio TX 78233 City State Zip Code City State Zip Code Florida Document Number: F21000006512 Florida Document Number: FEI Number: 47-4531 1 1 8 FEI Number: ❑ Applied For ❑ Not Applicable ❑ Applied For ❑ Not Applicable 1,the undersigned, being an owner in the above fictitious name,certify that the information indicated on this form is true and accurate. In accordance with Section 865.09, F.S., I further certify that the fictitious name to be registered has been advertised at least once in a Cl) newspaper as defined in chapter 50, Florida Statutes, in the county where the principal place of business is located. I understand that the a signature below shall have the same legal effect as if made under oath and I am aware that false information submitted in a document to O the Department fate constitutes a third degree felony as provided for in s.817.155,F.S. +�+ D6H Unitetl g ;ions.Inc. „nsrzo2, bsasnett@dh-united.com Signatur caner in Section 2 Bolling H.Sasnett,III,CEO Date Email Address:(to be used for future renewal notification) Phone Number: 210-651-3882 FOR CANCELLATION COMPLETE SECTION 4 ONLY: v FOR FICTITIOUS NAME OR OWNERSHIP CHANGE COMPLETE SECTIONS 1 THROUGH 4: c 0 1 (we), the undersigned, hereby cancel the fictitious name v d which was registered on and was assigned registration number N Signature of Owner of Registration being Cancelled Date Signature of Owner of Registration being Cancelled Date W. LAWRENCE Mark the applicable boxes ❑ Certificate of Status- $10 ❑ Certified Copy- $30 NON-REFUNDABLE PROCESSING FEE: $50 NOV 19 2021 Serial Number ww 21-03644H &Mlnw Published Weekly Tampa,Hillsborough County,Florida COUNTY OF HILLSBOROUGH STATE OF FLORIDA Before the undersigned authority personally appeared Kelly Martin who on oath says that he/she is Publisher's Representative of the Business Observer a weekly newspaper published at Tampa,Hillsborough County,Florida;that the attached copy of advertisement, being a Fictitious Name Notice in the matter of Valley Tank Testing in the Court,was published in said newspaper in the issues of 11/19/2021 Affiant further says that the said Business Observer is a newspaper FICrMOUS NAME NOTICE published at Tampa,Hillsborough County,Florida,and that said newspaper has Notice Is Hereby Gwen that D&H heretofore been continuously published and has been entered as periodicals matter United Fueling solutions, Inc., 12100' at the Post Office in Tampa in said Hillsborough County,Florida,for a period of Crownpoint Dr., suite 110, San one year next preceding the first publication of the attached copy of advertisement; Antonio,TX 78233,desiring to engage and afiant further says that he/she has neither paid nor promised any person,firm or in business under the fictitiot Ius name of corporation any discount,rebate,commission or refund for the purpose ur ose of securinggalley Tank Tes g with teofFuapal Place of business in the State of Florida this advertisement for publication in said newspaper. in the County of Hillsborough, will: *This Notice was placed on the newspaper's website and floridapublicnotices.com file an Application for Registration on the same day the notice appeared in the newspaper. of Fictitious Name with the Florida Department of State. November tg,2021 21-03644H elly Martin Sworn to and subscribed,and personally appeared by p ca presence before me, 19th day of November,2021 A.D. by Ke - who is personally known to me. e000e-Am �a I Notary P blic,State of Florida (SEAL) Int PaMolaACOX Comm. 0259785 Am 23'2022 m� Natty To: -185C6176383 + ' ' f Page:2 of 5 2021.11-11 10:29:49 CST 19542080845 From:Kaity Toon t)ivkion Ut(k)1w1 Ins F MD �De t i n o S toCo or 101 t �r ov et Note: Please print this {)age and use it as a cover sheet. Tvpc the fax audit number (Shown below) oft the top and bottom of all Rages of the documem. (((H210004183373))) I IIIIIII#III Illll IIIII IIIII 1111111I 111111111111111 II III IIIII 111111111111111 MINI 11111 IM H210004183373ABC$ Note: DO NOT hit the REFRESH/RELOAD buttoti oil your browscr from this page, Doing so will generate allother cover sheet. mc: oivLsiar. ct Corporat,ons Fax. liurnaar (850) 61?- _'S ry From: Account Name C T CCRPORATION SY5LEM �1 I unt `:umber FCA000030023 --- r'hon[ t51y12o0-3338 LJ Fax number {95412Jv-0°•i5 *'EnLer the emhi! address f0= L111y L911e55 entity to be used for future annual report mailings. Enter only one email address please.** Email Address: FOREIGN PROFIT/NON PRO U TCORPc.>RATION D&H United Fueling Solutions, Inc. Certificate of Status Certiticd_Copy04 _ 1 - �Pagc_Count _ Q �'• Estimated Charge.� _- ! 578.75 cv Nov Electronic Filing Menu C orl)oi-ale F'11k11L IMenu Help htt:x l7•1ih•;unhi urtlkrinislrlil crvr-clrl 111 1 112021 11:25:47 A I To: -1 8506 1 76383 Pape!3 of 5 2021-11-11 10:29:49 CST 19542080845 From:Ka;ly Toon APPLICATION BY FORLIGN TOTRANSACT BUSINESS IN FLORMA (' AIP1.11IMT 07771 Sh"C'770N 607.IJO.). FLORMA STA TUTFS, 771E 1-00,0WINY1 IS SURA1177TI) TO REGISTER.4 FOREIGN CORPORA TJOA-'TO TRANSA'T KiSINESS IN' THE ST4 Th OFFLORII).q. 1. D&H United Fueling Solutions, Inc. (En(er narne ofcotporation, must include-lNCOIZI1OIb\TED,­ "COMPAN)t.... ..CORE ORATION," ,:Inc.,.. -Co-'"Corp." "Inc." "Cu," or"Corp.") (if iianic unavailublk: in Flutida,voter allcrinav curpi--ruLc naint:udupwd Cur the purliu.%c of transucting in F-1066) 2. Delaware 3. (Suite or cowitry under the law of which it is incorporated) (FEI number, if applicahk) 4. JU1Y 10, 2015 5. Perpetual (PuLL:0I'IrICOI-pO1-,I6L)II) (Date o(dui-itior., Ifusher than perpetual) G. (Oatc i-Ksi tr-,tnqazTcd hu;inccc in Vloii&t- it'Prior To rcgisuralion) (S*TE SECTIONS 607.[�Ol & 607.1502. F.S..to kicirnin,,,pi.:nul'.v liabili-N-) 7. 12100 Grownpoint Dr., Suite 110, San Antonio, Texas 78233 (Principal LiAlicc street ;idLlr"N) (Cu7rew marling address,ifdift'crent) & N"MIle Mid rIrcvi addr u[Ttorida rL!Lisicrcd menu: (11-0. Box :jOLacccptablc) darns: C T Corporation System Office Address: 1200 South Pine Island Road Plantation Florida 33324 Wily) (7ip cod-,:) 9. Itegbis(cred agent's acceptatice: 11avin-been named av rt�,,-istered went and to accept service qfpraressfor the ubove stated corporation at the place .1 designaled in firis alylilicalion, I herehk,accent the aly1winintenf as registered went and agree to uc,f in this uylyucitl-- I further agree ro coniply with thepraviiinu,% of till statutes relative to the proper and eonripleteperfipi-niance Ofiny duties, and I anifiamiliur with and accept the abligations of my position av registered agent. C T Corporation System I BY' /I/ kathufl 4 WAoes, 1W. 1SWetal-6; M. Allauhe6 is a crilificalt: k)f'CXisjlfjjCC tljjj}' flot more than 90 days prior to ticiivery i)f lhi:aPI'lliCfli011 to the Departincrit of Sim,;.by the Sccrctary of SWLC or other official having, custody of'corpor'MC rccord.,in thcjUrisdinon under the[a%,,,of which it is incorporated. 11. Fiji initial iTldrl.ill�P1111)U+CS, libi name,,, Lifle%aml Lkdd;e se,,u1,111t:prilllat}ufficel,;.11ILL"Ol dilv.--Lkjtt,[up tvsix (6)tul;ll]: To:-18506176383 • ' ' Page 4 of 5 2021.11-11 10:29:49 CST 19542080845 From:Kaity Toon A. DIRECTORS �Chann,:tn Vafnc: foiling H. Sasnett, III L-3Cha,lfnall Name:James Darnell ]Vice Chairman Addlc:.I: 12100 Crown pint Dr. ]'t ice Chailnlan 601 Bayshore Blvd �aDhectur Suite 110 WDitector. Suite 850 ]I'resid:nl San Antonio Texas 78233 ❑Prc:sirlent Tampa, FL 33606 ]Vice i'resii[cni 1Vice llresidcni ]Sccrctary ]Tr:a urcr ❑Sccrna,-; ❑Trcasurrr -Zf)thcr CEO ]Od,cr ❑Other ❑Other IJUhainn..n Namc: Rick Kerrigan IJChaiuuau V;nnc: James K. 121ar, 11 .]Vice(,'haif-Man Address: 601 Sa shore Blvd LJ icc Chairman ��dclrrss: 601 Bayshore Bivd ;2Direc;tOt Suite 850 12Director Suite 850 ❑?resident Tampa, FL 33606 Dllrc odnit Tampa, FL 33606 �IVi.<?rr.idcnt IV:Fice E'ru_.idcnl r-: ]Sccr.t;uv ]I'icJStncr ,sc;cic[al-V f 1TicJsula' e.9 ']Ol11rr ]C?[],er ❑Uilfer ❑Other -=� Travis Williams ❑(Auirn,;tn Nnmc: W ]Vi;c Chairman Addrr�.s: 12100 Crownpoint Dr. ]Vice chairman Address: Tv ]Director Suite 110 'Dircctnr ]i'rrsrd nr San Antonio, Texas 78233 ]1'rc.;i11cnt ]Vice f'resident ']Vice I'r,r>icicnt ]ScLroary ]•i rea�crcr DSccr•_[a}' OT'rea.urcr CFO J(?[hcr _JOthcr UMcr hmpurtom`Vtigy: I:,w an attaehmeta to rcpo,t mui,than six(6).Thr attachment Will bC ilnag.d 1'01 rcpnrtin ru=pnsLs only. Null-indexed individual: stay be aided to the index wlicn tiling your Florida Dcharur,ca of Statc Annual ILcf,ur: fund. 12. 5iPrrttule uFDlrcc[ul ur officer The ofticer or dirre[nr:igrtiltg this docu:nent(and Will) is hsICL1 in ntfmher I I JINOVc)Jftirrnc Ihat the fans Gated hcrcin are[nlc and fhaf he w :,he k wwarc that fake information bubmitted ill a ducutnenl to the Deparuncnt of Statc cunz,lilute,a third dcpr x telol,y as provided Iur in 15.5, F.S. Bolling H. Sasnett 111. Director and Chief Executive Officer t I VPtAI VI Pl7nted naA,c Jnd cap.36EV ut l,rrsun ;iknillg appiiCJ[ioIl) To'-18506176383 Page;5 of 5 2021-11-11 10.29.49 CST 19542080845 From Kaity Toon Delaware pages The First State I, JEFFREY W, BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY "D&H UNITED FUELING SOLUTIONS, INC. " IS DULY INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL CORPORATE EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE ELEVENTH DAY OF NOVEMBER, A.D. 2021. AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL REPORTS HAVE BEEN FILED TO DATE. AND I DO HEREBY FURTHER CERTIFY THAT THE FRANCHISE TAXES HAVE BEEN PAID TO DATE. w N C.: C�J W Iiwn/[., till. 5783092 8300 �" �:`' Authentication: 204661927 5R# 20213768055 � � Date: 11-11-21 You may verify this certificate online at corp.delaware.gov/aulhver.sh,m1