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HomeMy WebLinkAboutContract 56106-CA1 CSC No.56106-CAl CITY OF FORT WORTH ASSIGNMENT For value, received Pinnacle Peak Holding Corporation dba Setcom Corporation ("Assignor"), hereby assigns to Rugged Solutions America dba Setcom. Corporation ("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 165211CSCO 56106 (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 (✓ ���m (­�J_ 2022. Pinnacle Peak Holding Corpora on dba Setcom Corporati nJ(Assignor) y: - ✓` ii Print: Title: I.E Rugged Solutions America dba Setcom Corporation (Assignee) By: Print: d AanMoore Title: CFO OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX Assignment Page 1 of NOTARY ACKNOWLEDGEMENT On the day of 04 LMV—,� 2022, personally appeared S , who acknowledged to me that (s)he is the Chief Operating Officer of Pinnacle Peak Holding Corporation dba Setcom Corporation ("Assignor"), and that (s)he executed this document for the purposes and consideration contained herein. Pinnaclgfeak Holding C-c•rporatio dba Setcom 1 � Corporation � _ --� Print: Title: .: SUBSCRIBED TO before me on this day of VA1q\Uu.,1, 2022. 4a a 0S� '''•% o2 �aY Pig(o�Qc' Notary ublic in and for the State of T S3 o = My commission Expires: '� CQ W +� �ro p.2�.2� rfNlt�r'r�i�4u1��� NOTARY�A1CKNOWLEDGEMENT On r;he day of I V(�1f7} 2022, personally appeared ate, who acknowledged to me that (s)he is the Chief l�inancial Officer of Rugged Solutions America dba Setcom Corporation ("Assignee"), and that (s)he executed this document for the purposes and consideration contained herein. Rugged Ar erica dba Setcom Corporation By: Print; JeK6than Moore rr Title: CFO SUBSCRIBED TO before me on this I day of 2022. ......... ' s0 Notary Public in and for the State of s 0P 'n`.Z= My commission Expires: n ; © = 0 �'%�� •••�.rzg35.'••' ��\,``� OFFICIAL RECORD //011/1"1i,%1P 1`1 CITY SECRETARY FT.WORTH,TX Assignment Page 2 of CONSENT TO ASSIGNMENT The City of Fort Worth consents to the assignment of Pinnacle Peak Holding Corporation dba Setcom Corporation ("Assignor") to Rugged Solutions America dba Setcom Corporation ("Assignee"), of all its rights, title, and obligation owing and all funds due or to become due to Assignor under PSK 16529&16377/CSCO 54042 as long as all terms required of Assignor in said contracts are met by Assignee. CITY OF FORT WORTH a3 — Nov 29,2022 Reginald Zeno(Nov 29,2022 11:31 CST) Reginald Zeno—Chief Financial Officer Date 4xt7�17 214 Nov 29,2022 Anthony Rousseau, Assistant Director—FMS Date oan�� o FORt�a�d ATTESTED BY: a� 9.►v PVo o=A Nov 29 2 �� duao5 op f 022 Jan netteS.Goodall(Nov29,202216:06CST) Il EXAa Jannette Goodall, City Secretary 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 all performance and reporting requirements. Nov 17 2022 Sasha Kane(Nov 17ov 17,202� 7 Employee Signature/Date Sr.Contract Compliance Specialist Title OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX Assignment page 3 of 3 Execution Version ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "Agreement"), dated as of September 12, 2022, is entered into among Pinnacle Peak Holding Corporation, d/b/a Setcom Corporation, a Delaware corporation ("Seller"), James Roberts ("Roberts") and Michael Boyd ("Boyd" and, together with Roberts, each, an "Owner" and, together, the "Owners") and Rugged Solutions America, LLC, a Delaware limited liability company("Buyer"). RECITALS WHEREAS,Seller is in the business of purchasing,sourcing,designing,manufacturing,marketing, distributing, and selling communication systems for public safety and industrial applications, including, without limitation, the provision of hardware and Software required to operate and maintain these communication systems(the"Business"); and WHEREAS, Seller wishes to sell and assign to Buyer, and Buyer wishes to purchase and assume from Seller, the rights of Seller to the Purchased Assets and the Assumed Liabilities, subject to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,the parties hereto agree as follows: ARTICLE I PURCHASE AND SALE 1.1 Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, Seller shall sell,assign,transfer,convey and deliver to Buyer,and Buyer shall purchase from Seller,all of Seller's right, title and interest in the assets used in the Business (collectively, the "Purchased Assets"), free and clear of any mortgage, loan, pledge, lien, charge, security interest, claim, non-competition or similar restrictive covenant, option, right of first refusal or other encumbrance (each, an"Encumbrance"), other than Permitted Encumbrances. 1.2 Excluded Assets. Notwithstanding the foregoing,the Purchased Assets shall not include the items listed on Schedule 1.2(the"Excluded Assets"). 1.3 Assumption of Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay,perform and discharge in accordance with their respective terms the liabilities and obligations set forth on Schedule 1.3 arising after the Closing,but only to the extent that such liabilities and obligations do not relate to any required performance, breach, default or violation by Seller, or any Owner, on or prior to the Closing (collectively, the "Assumed Liabilities"). Other than the Assumed Liabilities, Buyer shall not assume any liabilities or obligations of Seller of any kind, whether known or unknown,contingent,matured or otherwise,whether currently existing or hereinafter created(all liabilities and obligations of Seller not assumed by Buyer, the "Excluded Liabilities"). Without limiting the generality of this Section 1.3, the Excluded Liabilities include all liabilities and obligations directly or indirectly relating to,in connection with,or arising from: (a) Seller's ownership or operation of the Business and the Purchased Assets prior to the Closing, other than the Assumed Liabilities; IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized. SELLER: PINNACLE PEAK HOLDING CORPORATION, D/B/A SETCOM CORPORATIO By: Name: ichael Bo Titl . President OWNERS: JAMES ROBERTS HAE BOYD Signature Page to Asset Purchase Agreement IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized. SELLER: PINNACLE PEAK HOLDING CORPORATION, D/B/A SETCOM CORPORATION By: Name: Michael Boyd Title: President OW ERS: z4o--:3- J84S ROBERTS MICHAEL BOYD Signature Page to Asset Purchase Agreement BUYER: RUGGED SOLUTIONS AMERICA,LLC By: 1-� Name: Ty Dawson Title: Chief Executive Office Signature Page to Asset Purchase Agreement COM RVIBIIA To Our Valued Customers, We are excited to announce that Setcom has become part of Rugged Solutions America, a leading provider of rugged mobile technologies. The change of ownership was effective from September 13, 2022. What does this mean for you? Setcom will continue to operate as it has. You will continue to work with the same Setcom team you have in the past, with no changes to our ordering, fulfillment, or support processes. What does this mean for us? Our entire Setcom staff is now a part of the RSA team. We will continue to operate from Austin, as a business unit of RSA, with additional resources and capabilities to support our continuing growth. About Rugged Solutions America RSA trades under the Rugged Depot brand, and since 2001 has been a leading provider of Panasonic's TOUGHBOOK®line of rugged computers, tablets, and handhelds, along with a full complement of accessories and support services. We believe this expanded offering will allow us to provide you with a trusted source of a broader range of rugged products and services. For additional details, please visit ruggeddepot.com If you have any questions about this exciting news, please contact us at any time. Regards, Ty Dawson, CEO Rugged Solutions America 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 wwwJ s.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. Ru_qqed Solutions America, LLC 2 Business name/disregarded entity name,if different from above cli Setcom Corporation 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 � P Y P� ( PP Y Y following seven boxes. certain entities,not individuals;see ca a instructions on page 3): o ❑ IndividuaVsole proprietor or ElC Corporation ElS Corporation ElPartnership ElTrust/estate c single-member LLC Exempt payee code(if any) ❑y Limited liability company.Enter the tax classification(C=C corporation,S=S corporation,P=Partnership)► P p 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 w 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) a cci 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. d El Other(see instructions)► (Applies to accounts maintained outside the U.S.) N 5 Address(number,street,and apt.or suite no.)See instructions. Requester's name and address(optional) m � 100 Dunbar St, Ste 202 6 City,state,and ZIP code Spartanburg,SC 29306 7 List account number(s)here(optional) IV Ma 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(S However,for a -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 TIN, later. or Note:If the account is in more than one name,see the instructions for line 1.Also see What Name and I Employer identification number Number To Give the Requester for guidelines on whose number to enter. M85 - 2 6 8 5 2 5 0 LiMM 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.I 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 roperty,cancellation of debt,contributions to an individual retirement arrangement(IRA),and generally,payments other than interest and dividends,you r not required to sign the certification,but you must provide your correct TIN.See the instructions for Part 11,later. Sign Signature of �1 Here U.S.person► Date► - 13 L.0 2,2 General Instru tl0 $ •Form 1099-DIV(dividends,including those from stocks or mutual funds) Section references are to the Internal Revenue Code unless otherwise •Form 1099-MISC(various types of income,prizes,awards,or gross noted. proceeds) 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.irs.gov/FormW9. •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(home 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(ITIN),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 if 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(Rev.10-2018) F" x FINANCIAL SERVICES DEPARTMENT Central Procurement • PO Box 1088 Austin,TX 78167 Vendor Registration Change Form ("VRC" Checklist) —Justification Documentation Procurement Cindy Reyes CoSTS 93592 Date 10/27/2022 Programs: No.: Assigned: Department Contact: Oralia Email: Oralia.Huggins@austintexas.gov Dept.Code: 6400 Huggins DETERMINATION: Divestiture/Asset Sale (spin-off) Procurement Programs Team: Information Pertaining to Change From Existing: Vendor Registration Records To New:Vendor Provided Profile Legal Name: Pinnacle Peak Holding Corp Legal Name: Rugged Solutions America, LLC Alias/dba: Setcom Corporation Alias/dba: Setcom Corporation Vendor Code: VS0000003428 Vendor Code: V00000971932 Tax ID: 65-1226637 Tax ID: 85-2685250 Contact Name: Lori Oquendo Contact Name: Doug Sartin Phone/Email: loquendo@setcomcorp.com Phone/Email: 650-965-8020 sales@setcomcorp.com New invoices still have this name? ❑Yes NNo Accept payment old name/dba? N Yes El No Unpaid invoices with this name? N Yes El No Unpaid invoices with this name? ❑Yes NNo Justification Documentation—New Vendor Documentation RequiredY N Initial Date Comments W-9(or W-8 if Foreign Vendor) N ❑ CR 10/27/22 Vendor Registration Profile N ❑ CR 10/27/22 Secretary of State Documents ❑ ❑ Sam.gov N ❑ CR 10/27/22 Acquisition or Merger Doc. ❑ ❑ Assignment Agreement ❑ ❑ Vendor Registration: Change Vendor Existing(box checked&sign) New(box checked&sign) Name/dba ❑ Place hold on vendor code N Load new vendor N Tax ID ❑ Flag for TIN match ❑ Activate new vendor N Remit to Address ❑ Flag for 1099 ❑ Remove hold on vendor code ❑ Procure Address ❑ Flag for B Notice ❑ Remove prevent new spending ❑ Prevent new spending N Leave vendor active ❑ Add dba as"Remit to" ❑ Affected Contracts(MA,CT, DO, PO): MA-640-GA190000064, DO-6400-22092312292, DO-6400-22101401131 Procurement Programs Actions: Pertaining to Change Action Required Initial Date Comments VCUS Update(VendorReg) N ❑ SF 11/4/22 VC file Update ❑ ❑ CR 11/9/22 Master Spreadsheet Update ❑ ❑ PS(s) Hand-off(if MA/CT) ❑ ❑ Instruct Dept.to Amend PO/DO N ❑ CR 11/9/22 Notify ProCard Group N ❑ CR 11/9/22 Close COSTS Project ❑ ❑ CR 11/9/22 Other-specify ❑ I ❑ Olgltelly signed by Cindy Reyes Procurement Programs Signature: Cindy Reyes Dam:2022.11.0914:32:15-06'00' Date Completed:11/9/2022 Last Modified on:08/03/2022 r4 d' • r �aGNDED 1�3� Amendment No. 4 to Contract No. MA 6400 GA190000064 for Setcom Brand Parts &Accessories between Pinnacle Peak Holding Corp. dba Setcom Corp. and the City of Austin,Texas 1.0 The Contract is hereby amended as follows: Change the vendor information as requested and documented by the vendor. From To Vendor Name Pinnacle Peak Holding Corporation Rugged Solutions America, LLC dba Setcom Corporation dba Setcom Corporation Vendor Code VS0000003428 V00000971932 FEIN 65-1226637 85-2685250 2.0 All other terms and conditions of the Contract remain unchanged and in full force and effect, BY THE SIGNATURES affixed below, this Amendment is hereby incorporated into and made a part of the Contract, Vendor Representative/Title (Print Name): L Signature/Date: Matthew Digitally signed by City of Austin Representative/Title (Print Name): Matthew Duree Uree 08.-'2 -O8'00' Signature/Date: Page 1 of 1 From: Nicholson,Terry To: Reyes,Cindy Subject: RE:City of Austin name change from Pinnacle Peak Holding Corp.to Rugged Solutions America,LLC Date: Thursday,November 3,2022 3:05:33 PM Attachments: imaae001.Dna Please proceed. Terry From: Reyes, Cindy<Cindy.Reyes@austintexas.gov> Sent:Thursday, November 3, 2022 2:17 PM To: Nicholson,Terry<Terry.Nicholson @a usti ntexas.gov> Subject:City of Austin name change from Pinnacle Peak Holding Corp. to Rugged Solutions America, LLC Hi Terry, I am working on a name change for the subject vendor. Pinnacle Peak Holding Corp has sold its assets to Rugged Solutions America, LLC. Please see the attachments for reference. Please let me know if it is ok to move forward with the change. Thank you, Cindy Reyes Contract Management Specialist III Financial Services Department 124 W.8th Street,Suite 300,Austin,TX 78701 512 974 2822 1 cindy.reyesCc austintexas.eov FINANCIAL SERVICES DEPARTMENT From: Lori Oquendo<loquendoi'ansetcomcoro com> Sent:Thursday, November 3, 2022 8:45 AM To: Reyes, Cindy<Condy.Reyes CcDaustintexas.gov> Subject: Re: City of Austin name change from Pinnacle Peak Holding Corp. to Rugged Solutions America, LLC *** External Email - Exercise Caution *** Good morning Cindy, Regarding the Secretary of State Documentation, our COO noted the Certificate of Amendment requested is for changes to an entity. Rugged Solutions America is not changing anything about Pinnacle Peak Holding Corporation, just the assets moved between the existing entities. Is there some other documentation our team can provide, or is this really needed given the nature of the transaction? Sincerely, Lori Oquendo Inside Account Executive Sales and Marketing Operations Administrator Setcom Corporation 3019 Alvin DeVane Blvd,Suite 560 Austin,TX 78741 650-965-8020 Ext.719 www.SetcomCorp.com ----------------------------------------------- Schedule a quick 15 minute Zoom meeting today to learn more about LiberatorMAXI Request a Meeting Here On Thu, Oct 27, 2022 at 2:44 PM Reyes, Cindy<Cindy.Reyes(@austintexas.gov>wrote: Hi Lori, Thank you for the quick response. Due to this being an acquisition, and as mentioned below, the City requires additional documentation to proceed with the vendor legal name change. Please see below: ■ Assignment Agreement—Please be sure each line on the top of the form has been completed, and that both parties of the acquisition sign the signature page (page 2). ■ Acquisition Document—Please be advised that we only need the title page showing the parties to the acquisition and the signature page(s) showing signatures of both parties to the agreement. We do not need the information in-between. An example of this document is a Bill of Sale. ■ Secretary of State Documentation—Please provide documentation from the registration state such as a Certificate of Amendment showing the change. Please feel free to contact me with questions. Have a nice afternoon. Cindy Reyes Contract Management Specialist III Financial Services Department 124 W.8th Street,Suite 300,Austin,TX 78701 512 974 2822 1 cindv.reves(@austintexas.eov rA,�sx FINANCIAL SERVICES DEPARTMENT On Thu, Oct 27, 2022 at 12:41 PM Reyes, Cindy<Cindy.Re)tes(@austintexas.gov>wrote: Good afternoon, I am processing this name change request. Please advise the type of change that occurred, was this a merger, acquisition, etc.? The information will help determine the additional documentation required by the City of Austin to complete the name change. Thank you in advance for your reply. Cindy Reyes Contract Management Specialist III Financial Services Department 124 W.8th Street,Suite 300,Austin,TX 78701 512 974 2822 1 cindy.reyesCa austintexas.eov pis=„ FINANCIAL SERVICES DEPARTMENT CAUTION: This email was received at the City of Austin, from an EXTERNAL source. Please use caution when clicking links or opening attachments. If you believe this to be a malicious and/or phishing email, please forward this email to cybersecurity&austintexas.gov. CAUTION: This email was received at the City of Austin, from an EXTERNAL source. Please use caution when clicking links or opening attachments. If you believe this to be a malicious and/or phishing email, please forward this email to cybersecurity&austintexas.gov. Attention: A W-9 Form is required for the City of Austin to review your registration for approval. h Update Business Information You have not confirmed that you can receive email at sales@setcomcorp.com from the City of Austin. You will not be able to complete registration until you confirm your email address. Request an Email Confirmation Memorandum of Agreement By submitting this electronic vendor registration,you certify and warrant that you are duly authorized, by the Vendor to: (i) register the Vendor; (ii)file, on behalf of the Vendor, all of the information requested in this registration process; and (iii) enter into this Agreement on behalf of the Vendor. By submitting this electronic vendor registration, you hereby agree on behalf of the Vendor and for the benefit of each agency and public body that: 1.The Vendor shall use Vendor Connection vendor registration update functionality to update the Vendor's registration information whenever necessary to ensure that the registration information remains accurate and complete at all times. 2.The Vendor hereby warrants that the information provided by the Vendor through the Vendor Connection registration and Vendor Connection registration update functionality shall at all times be accurate, complete and current. The Vendor further warrants that each agency and public body shall be entitled at all times to rely conclusively on the currency, accuracy and completeness of the information the Vendor has provided through the Vendor Connection registration and Vendor Connection registration update functionality as of that date even if different information is or has been available to or received by agency or public body personnel through means other than the Vendor Connection registration and registration update functionality. This Agreement shall remain in effect for as long as the Vendor is registered as a Vendor Connection vendor. All rights are reserved to cancel the Vendor's registration at any time. In the event the Vendor's registration is cancelled, the Vendor shall remain bound to this Agreement in regard to completion of any contract, purchase order or other electronic procurement transaction that was made or administered in whole or in part. °o ACCOUNT INFORMATION First Name Doug Last Name Sartin Phone Number (650)965-8020 Fax Number (650)965-1193 Email Address sales@setcomcorp.com SECURITY ROLES User Roles Subscriber User Vendor BUSINESS INFORMATION Legal Name PINNACLE PEAK HOLDING CORP Alias Name SETCOM CORPORATION Business Structure Corporation Tax ID 651226637 TIN Type EIN ®GENERAL INFORMATION Location Name Mountain View Active From: 2/16/2007 ® HEADQUARTERS HQ Account: Yes HQ Customer Code: VS0000003428 HQ Legal Name: PINNACLE PEAK HOLDING CORP ®ORGANIZATION Annual Income: $3.00 1099Indicator: No W8 Form: ® DISBURSEMENT OPTIONS Disb. Category: REG Disb. Type: Check Disb. Priority: 99 Disb. Format: Regular Single Check: No Name on Check: Both Hold Payment: No ® PRENOTE/EFT EFT Payment: No EFT Format: CCD+ ADDRESSES EFT Type Contact Address Information EFT Type Contact Address Information Sales NN James Roberts 14UUNSHORELINE |D: BLVD' STEB1 ....... ��� AR008 robed���se�corncorpzonn ��OUNTA|NV|EVV Edit =======~ � (650) 965-8020��� [A 94043 771 Country: United States n[ (650) 965-1193 America Payment A[[TSRE[8VABLE 3019ALV|NOEVANE |D: ���/ �p��D�) (888) 673-O266 BLVDSTE56U Edit A�UU2 AUST|N, TX 78741 Country: United States of America Payment James Roberts 14OONSHORELINE |O: R_(E.[D�|]. BLVD' STEB1 Edit AROOO /���robe�s�setcomcorp�com MOUNTAIN VIEW, .E/. (65O) 965-802O���� CA94O43 771 Country: United States of (650) 965-1193 America Billing NN James Roberts 14OONSHORELINE |D: 8LVD, STEB1 .......... ��� AR008 roberts@setconncorp.corn MOUNTAIN VIEW, .F�. (65O) 965-802O��� [A 94043 771 Country: United States of ��/ x) (65O) 965-1193 America ..................................... A OTHER CERTIFICATIONS IN TEXAS Agency Certification ID Expiration Date Status Small Business Recognized REGISTERED COMMODITIES Code Description 72559 telecommunication parts and accessories (not other 93937 electronic equipment maintenance and repair Code Description 95343 fire insurance 95944 electronic and communication equipment services (i Advantage Fin } Advantage 3 Search > _-MasterAgreements > Vendor List } Master Agreement List AgreementMaster I4N. ACLE PEAK HOLDLNG COPPHOLD IIIIII Cade ID Dept End Date Total Orders Authorized Amount Remaining Balance Description L4 GA19aaa0a64 6400 a9'42:'a�'3 567.033.87 s240.000.00 $172.946.13 SETCOf BRA7hD PARTS &AOCESSORiES Advantage Fm > Ad antage 3 Search > --\,faster Agreements - Vendor List > Master Agreement List drantage 3 Search > Purchase Orders > Purchase Order List PO List Fair Vendor Code WS0000003428' 1 oc=ent Date Order Amount Closed Amount Outstanding MANumher Description DO-6400-22092312292-1 09,23.2022 S868.55 SO.00 S869 55 GA190000064 SETCOII W-0661990$868.55 *DCOI-64011-22101,401131-1 1D;14�2f}22 S812.5-0 SO-00 S81250GA190000064SETCOMWO663736$81250CASE21698rch > Purchase Orders > Purchase Order List 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 wwwJ s.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. Ru_qqed Solutions America, LLC 2 Business name/disregarded entity name,if different from above cli Setcom Corporation 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 � P Y P� ( PP Y Y following seven boxes. certain entities,not individuals;see ca a instructions on page 3): o ❑ IndividuaVsole proprietor or ElC Corporation ElS Corporation ElPartnership ElTrust/estate c single-member LLC Exempt payee code(if any) ❑y Limited liability company.Enter the tax classification(C=C corporation,S=S corporation,P=Partnership)► P p 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 w 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) a cci 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. d El Other(see instructions)► (Applies to accounts maintained outside the U.S.) N 5 Address(number,street,and apt.or suite no.)See instructions. Requester's name and address(optional) m � 100 Dunbar St, Ste 202 6 City,state,and ZIP code Spartanburg,SC 29306 7 List account number(s)here(optional) IV Ma 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(S However,for a -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 TIN, later. or Note:If the account is in more than one name,see the instructions for line 1.Also see What Name and I Employer identification number Number To Give the Requester for guidelines on whose number to enter. M85 - 2 6 8 5 2 5 0 LiMM 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.I 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 roperty,cancellation of debt,contributions to an individual retirement arrangement(IRA),and generally,payments other than interest and dividends,you r not required to sign the certification,but you must provide your correct TIN.See the instructions for Part 11,later. Sign Signature of �1 Here U.S.person► Date► - 13 L.0 2,2 General Instru tl0 $ •Form 1099-DIV(dividends,including those from stocks or mutual funds) Section references are to the Internal Revenue Code unless otherwise •Form 1099-MISC(various types of income,prizes,awards,or gross noted. proceeds) 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.irs.gov/FormW9. •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(home 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(ITIN),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 if 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(Rev.10-2018) Vendor Connection Contact Update Profile Phone:512-974-2018,Fax: 512-978-7643,Email.•vendorreg@austintexas.gov To update the primary contact information for your Vendor Connection account, please complete all of the fields below and submit this form along with your completed, signed W9 form. Return your Contact Update and W9 forms to Vendor Registration by email (vendorregr 7a austintexas.gov) or fax (512-978-7643). Business Information Legal Name Rugged Solutions America LLC Alias/DBA Setcom Corporation Vendor Code V00000971932 Federal Taxpayer Identification Number Employer Identification Number(EIN) Social Security Number (if no EIN) 85 2685254 OR Primary Contact Information First Name Doug Middle Name Last Name Sartln Email Address sales0setcomcorp.com Phone Number (650) 965-5020 If you would like to change your user name, please complete the fields below. Enter your preferred new user name, and an alternate, in case the first is not available. New Preferred User Name Alternate User Name Lori Oquendo Inside Account Executive Representative Name Q- — Title 10/20/22 Representative Signature Date s> Vendor Registration Update Profile e F„ Phone:512-974-2018;Fax: 512-978-7643;Email:vendorreg@austintexas.gov Please complete new registrations on the Vendor Connection website. http://www.austintexas.goy/financeonline/vendor connection/index.cfm Vendor Code VS0000003428 What information is changing in your account? Legal Name ❑ Alias/DBA ❑ Business Structure Tax ID Other What date didiwill your company's information change? 09/1 3/22 Who is your City of Austin contact? Wendy Stucker The Legal Name, Business Structure, and Federal Taxpayer Identification Number must match the information provided on your W9 form. Business Information Legal Name Rugged Solutions America LLC Alias/DBA Setcom Corporation Payments should be made to; R Legal Name Alias/DBA Either/Both Business Structure (check one) Federal Taxpayer Identification Number ❑ Individual/Sole ❑ Partnership Employer Identification Number(EIN) Proprietor/Single- Member LLC 8 5 2 6 8 5 2 5 0 ❑ C Corporation Trust/Estate OR S Corporation LLC Social Security Number(if no EIN) ❑ Other mT] Please describe Small and Minority Business Information MinorityMoman-Owned Businesses:A minority-owned business enterprise(MBE)is one which is owned,managed and controlled by minority persons. A woman-owned business enterprise(WBE)is one which is owned.manaaed and controlled bvwomen. For more information on MIWBE certification,please contact the Small and Minority Business Resources(SMBR)department by email lsmbrcertificationrc..austintexas.00v)or ohone(512-974-7645). MIWBE Status Gender of majority Ethnic group of majority owner/stockholder El Not an M/WBE firm owner/stockholder African AsianlPacific ❑ Female American Islander ❑ An MAW BE firm certified by the City of Austin ❑ Male ❑ Hispanic ❑ Caucasian ❑ An MNVBE firm not certified by the City of El Native ❑ Other Austin American Minority Vendor Registration Update Profile N _ )Phone:512-974-2018;Fax: 512-978-7643;Email.vendorreg@austintexas.gov Address Information You may include additional addresses on an alternate page. Sales Mailing Address: Payment Mailing Address: Setcom Corporation Rugged Solutions America LLC 3019 Alvin DeVane Blvd. Suite 560 dba Setcom Corporation P.O. Box 631906 City, State, Zip: Zip:City, Stake, Austin TX 78741 Cincinnati, OH 45263-1906 Sales Contact: Accounts Receivable Contact: Doug Sartin Renee Juusola Email: Email: sales@setcomcorp.com accounting@setcomcorp.com Phone: Fax: Phone: Fax: 650-965-8020 650-965-1193 650-965-8020 650-965-1193 User Information Pending Payment Information If we are required to create a new vendor code, a new If your company's legal name or taxpayer ID number has username will be assigned. changed, please answer the following: Please provide your preferred user ID and an alternate, in case the first is not available. WIII future invoices use the previous remit-to name? Yes ✓ No Are there unpaid invoices under the Preferred User ID: previous remit-to name? ✓ Yes No Would you accept payment under the Alternate User ID (if first is not available) old and new remit-to name? ✓ Yes No Are there unpaid invoices under the new name? Yes ✓ No Notes/Additional Information VS0000003428 - PINNACLE PEAK HOLDING CORP DBA Setcom Corporation was acquired by V00000971932 - Rugged Solutions America, LIc Lori Oquendo Inside Account Executive Representative Name(Print) e 10/20/2022 epresenta ive igripure a e Please return your Vendor Profile and W9 form by email (vendorreg@austintexas.gov) or fax (512-978-7643). COM I ,A To Our Valued Customers, We are excited to announce that Setcom has become part of Rugged Solutions America, a leading provider of rugged mobile technologies. The change of ownership was effective from September 13, 2022. What does this mean for you? Setcom will continue to operate as it has. You will continue to work with the same Setcom team you have in the past, with no changes to our ordering, fulfillment, or support processes. What does this mean for us? Our entire Setcom staff is now a part of the RSA team. We will continue to operate from Austin, as a business unit of RSA, with additional resources and capabilities to support our continuing growth. About Rugged Solutions America RSA trades under the Rugged Depot brand, and since 2001 has been a leading provider of Panasonic's TOUGHBOOK® line of rugged computers, tablets, and handhelds, along with a full complement of accessories and support services. We believe this expanded offering will allow us to provide you with a trusted source of a broader range of rugged products and services. For additional details, please visit ruggeddepot.com If you have any questions about this exciting news, please contact us at any time. Regards, Ty Dawson, CEO Rugged Solutions America From: Willett,Shawn To: Ray,Rebecca Subject: r-wd:INCO237008-VS0000003428-PINNACLE PEAK HOLDING CORP Acquired by V00000971932-Rugged Solutions America,Llc Date: Tuesday,October 25,2022 9:09:56 AM Attachments: ServiceNow.pngx 852685250okg.Ddf Ms. Shawn M. Willett, CPPO,NIGP-CPP Deputy Procurement Officer City of Austin From: COA ServiceNow<atx@servicenowservices.com> Sent:Tuesday, October 25, 2022 9:09:16 AM To:Willett, Shawn <Shawn.Willett@austintexas.gov> Cc:Stucker, Wendy<Wendy.Stucker@austintexas.gov>; Crayton, Reve <Reve.Crayton @austintexas.gov> Subject: INCO237008-VS0000003428- PINNACLE PEAK HOLDING CORP Acquired by V00000971932 - Rugged Solutions America, Llc *** External Email - Exercise Caution *** Hello Shawn, This vendor needs to process an account update: • tax id • legal name • business structure And the vendor has open business with the City. 2. Vendor Contact Lori Oquendo loquendo@setcomcorp.com 3. COA Contact Oralia Huggins Oralia.Huggins@austintexas.gov Please cc me with correspondence on this help desk ticket for a faster response. All the best, Wendy Stucker Vendor Registration City of Austin 512-974-2018 Email: vendor@austintexas.gov serien This email was generated in the City of Austin ServiceNow platform. 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Rugged Solutions America, LLC dba, Setcom Corporation dba, Setcom Corporation Vendor Code VS0000003428 V00000971932 Tax ID 65-1226637 85-2685250 Dept: Please modify names on any existing DO/PO's accordingly Procurement Specialist: Please modify names on any existing CT's accordingly. PayCo: Please take action as needed. For questions, please call me at the number below. Cindy Reyes Contract Management Specialist III Financial Services Department 124 W.8th Street,Suite 300,Austin,TX 78701 512 974 2822 I cindy.reyesCc austintexas.eov P A s FINANCIAL SERVICES DEPARTMENT � b k uj 7 » / \ � 2 0 \ z j 0 L < \ §\ _ V)§ | C ! !� j \ rL 2 2 3 $ � 2 - k 2 \{ \ \ - 2 ( }C S / ƒ\ \ /a d ® 2 LULU LL m § : § . § \ §G A � Q ® /§ • m \ a k \\ _■ § a).0 � � k/ < \ \ §k\\ ��k - - ocm § . § } z0$ § \ _ ®a3 2 § ( )t | e Z ƒPx })}J z ) j )k ° _