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HomeMy WebLinkAboutContract 52006-CA1 CSC No.52006-CAl CITY OF FORT WORTH ASSIGNMENT For value, received CCG Systems, Inc. dba Faster Asset Solutions ("Assignor"), hereby assigns to TT Faster LLC dba Faster Asset Solutions ("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 6531/CSCO 52006 (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 I st day of December 2022. CCG Systems,Inc. dba Faster Asset Solutions (Assignor) By: Print: rent L.VanNorman Title: General Counsel TT Faster LLC dba Faster Asset Solutions (Assignee) By: h Print: Mitch Skyer Title: President OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX Assignment Page 1 of 3 NOTARY ACKNOWLEDGEMENT Can the 1st day of December 2022, personally appeared Brent L. VanNorman who acknowledged to me that he is the General Counsel of CCG Systems, Inc. dba Faster Asset Solutions ("Assignor"), and that he executed this document for the purposes and consideration contained herein, CCG Systems,Inc. dba Faster Asset Solutions By:41_�ll �f Print, Brent L. VanNorman Title: General Counsel SUBSCRIBED TO before me on this 1 st day of December 2022. t�E LE/� �s Notary Public in and for the State of �.. ` NOTARY ?'� My commission Expires: Js PUBLIC Z _ ' HE'(30 7554991 'My COMMISSION Q !� EXPIRES a` 05/31/2025 '``--•� J'�,.��°� NOTARY ACKNOWLEDGEMENT �FALTVA On�the UI st day of December 2022, personally appeared Mitch Shyer, who acknowledged to me that he is the President of TT Faster LLC dba Faster Asset Solutions ("Assignee"), and that be executed this document for the purposes and consideration contained herein. TT Faster LL dba Faster Asset Solutions By: _ Print: Mitch Shyer Title: President SUBSCRIBED TO before me on this Ist day of December,2022. Notary Public in and for the State of f NOTARY My commission Expires: / 3e/2,—����� PUBLIC S REG#7554991 no MY COMMISSION EXPIRES =` 05/31/2025 Q:C_,� ' LT" "N10 Assignment Page 2 of3 CONSENT TO ASSIGNMENT The City of Fort Worth consents to the assignment of CCG Systems dba Faster Asset Solutions ("Assignor") to TT Faster LLC dba Faster Asset Solutions ("Assignee"), of all its rights, title, and obligation owing and all funds due or to become due to Assignor under PSK 6531/CSCO 52006 as long as all terms required of Assignor in said contracts are met by Assignee. CITY OF FORT WORTH Reginald Zeno(Dec 20,2022 20:22 CST) Dec 20,2022 Reginald Zeno—Chief Financial Officer Date Anthony Rousseaypec 20,202216:57 CST) Dec 20,2022 Anthony Rousseau,Assistant Director—FMS Date a�► FART�o d v to 1, 10, ATTESTED BY: p�o o 000 * IAKA& le-S, C,d r7a�G °aa�rezAsq�p� Jannette S.Goodall(Dec 21,2022 08:30 CST) 4U 8(1 o Dec 21,2022 Jannette Goodall, City Secretary Date APPROVED AS TO FORM AND LEGALITY: l AW4 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. Dec 20, 2022 Steven Vandever(Dec 20,2022 12:13 CST) Employee Signature/Date Senior IT Manager Title OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX Assignment Page 3 of 3 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF "TT FASTER LLC", FILED IN THIS OFFICE ON THE FOURTH DAY OF NOVEMBER, A.D. 2019, AT 5:54 O'CLOCK P.M. r G�'S PR S �`,r Ja�nY 5N 9x■ Sr[xNary W S{Nr tea. .girF b do A 7687041 8100 Authentication: 203933812 SR#20197900655 `""'" Date: 11-05-19 You may verify this certificate online at corp.delaware.gov/authver.shtml State of Delaware Secretaq of State Division of Corporations Delivered 05:54 PM 11/04/2019 CERTIFICATE OF FORMATION FILED 05:54 PM 11/04/2019 SR 20197900655 - File Number 7687041 OF TT FASTER LLC This Certificate of Formation of TT FASTER LLC (the "Company') is being duly executed and fled by April Thomas, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act(6 Del.C. § 18-101, et seq.). FIRST: The name of the limited liability company farmed hereby is TT FASTER LLC. SECOND: The address of the registered office of the Company in the State of Delaware and the name and address of the registered agent for service of process on the Company in the State of Delaware are: c/o The Corporation Trust Company, 1209 Orange Street, Wilmington,New Castle County,DE 19801. THIRD: This Certificate of Formation shall be effective on the date of filing. IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on November 4,2019. By: /s/April Thomas Name: April Thomas Title: Authorized Person WE1097256029\1166496.0079 Form Request for Taxpayer Give Form to the (Rev.October2018) Identification Number and Certification requester.Do not Department of the Treasury send to the IRS. Internal Revenue Service ►Go to www.irs.gov/FormW9 for instructions and the latest information. 1 Name(as shown on your income tax return).Name is required on this line;do not leave this line blank. TT FASTER LLC 2 Business name/disregarded entity name,if different from above FASTER Asset Solutions M 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 ( PPY Y following seven boxes, certain entities,not individuals;see a instructions on page 3): p ❑ Individual/sole proprietor or ❑ C Corporation ❑ S Corporation ❑ Partnership ❑Trust/estate single-member LLC Exempt payee code(if any) ao u ® Limited liability company.Enter the tax classification(C=C corporation,S=S corporation,P=Partnership)► C 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 d another LLC that is not disregarded from the owner for U.S,federal tax purposes.Otherwise,a single-member LLC that code(if any) is disregarded from the owner should check the appropriate box for the tax classification of its owner. V ❑ Other(see Instructions)► (Applies to accounts maintained outside the U.S.) tU to 5 Address(number,street,and apt.or suite no.)See instructions. Requester's name and address(optional) a) 760 L nnhaven Pkw , Suite #203 6 City,state,and ZIP code Virginia Beach, VA 23452 7 List account number(s)here(optional) 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,fora 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 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. M84 - 3811814 Certification Under penalties of perjury,I certify that: 1.The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me);and 2.1 am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am no longer subject to backup withholding;and 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,cancellation of debt,contributions to an individual retirement arrangement(IRA),and generally,payments other than interest and dividends,you are t t required to sign the certification,but you must provide your correct TIN.See the instructions for Part II,later. Sign Signature of Here U.S.person► \ ` Date► 9/23/2022 l General Instructions •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.10231 X Form W-9(Rev.10-2018) Execution Version ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement"), dated as of December 23, 2019,is entered into by and between TT Faster LLC,a Delaware limited liability company ("Purchaser"), and CCG Systems, Inc. (d/b/a FASTER Asset Solutions), a Virginia corporation (the "Seller"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below). WHEREAS,the Seller and Purchaser have entered into that certain Asset Purchase Agreement, dated as of the date hereof,by and among Purchaser, Providence Strategic Growth IV L.P.,a Delaware limited partnership,Providence Strategic Growth IV-A L.P.,a Delaware limited partnership,and the Seller(the"Purchase Agreement"),providing for,among other things,the sale by the Seller to Purchaser of the Assets (excluding the Excluded Assets) and the assumption by Purchaser of the Assumed Liabilities; and WHEREAS, in accordance with, and subject to the terms of, the Purchase Agreement, the Seller and Purchaser have agreed to enter into this Agreement, providing for: (a) the assignment from the Seller to Purchaser of all of the Seller's right, title and interest in, under and to the (i) Assumed Contracts and (ii) the Assets that are intangible personal property (the "Intangible Property"), in each case, from and after the Closing; and (b) the acceptance by Purchaser of such assignment and the assumption by Purchaser of the Assumed Liabilities. NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound hereby, agree as follows: 1. Assignment. Effective as of 12:01 a.m., Eastern Time, on the Closing Date, in accordance with and subject to the terms of the Purchase Agreement, the Seller hereby sells, conveys, assigns, transfers and delivers to Purchaser all of the Seller's worldwide right, title and interest in, under and to the (a)Assumed Contracts; and(b)the Intangible Property. 2. Acceptance and Assumption. Effective as of 12:01 a.m., Eastern Time, on the Closing Date, in accordance with and subject to the terms of the Purchase Agreement, in accordance with and subject to the terms of the Purchase Agreement, Purchaser hereby purchases and accepts the assignment, transfer and conveyance (i) under and to the Assumed Contracts and (ii) of the Intangible Property, and Purchaser hereby assumes and agrees to pay, perform and discharge as and when due in accordance with the terms thereof and upon the terms and conditions set forth in the Purchase Agreement, all of the Assumed Liabilities. 3. Effectiveness. This Agreement will be effective as of 12:01 a.m., Eastern Time, on the Closing Date. 4. Parties in Interest. This Agreement shall inure to the benefit of, and be binding upon, the Parties and the successors by operation of law and permitted assigns of the Parties. 5. Conflicts. This Agreement is executed and delivered pursuant to the Purchase Agreement. This Agreement may not be deemed to defeat, limit, alter, impair, enhance or enlarge any right, obligation, claim or remedy created by the Purchase Agreement, and in the event of any conflict between this Agreement and the Purchase Agreement, the Purchase Agreement shall control. 6. Counterparts. This Agreement may be executed in two (2) or more counterparts (including by electronic transmission), each of which shall constitute an original, and all of which taken together shall constitute one and the same instrument. 7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the conflict of laws rules thereof. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 2 IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of the date first written above. PURCHASER TT FASTlE,^R��LLC By: Name: Bill Nix Title: Vice President [SIGNATURE PAGE TO THE ASSIGNMENT AND ASSUMPTION AGREEMENT] SELLER CCG Systems,Inc. (d/b/a FASTER Asset Solutions) By: �� X'"- Name: Joe Hea ey Title: Chief Executive Offic [SIGNATURE PAGE TO THE ASSIGNMENT AND ASSUMPTION AGREEMENT] Execution Version BILL OF SALE THIS BILL OF SALE (this "Instrument"), dated as of December 23, 2019, is made and delivered by and between TT Faster LLC, a Delaware limited liability company("Purchaser"), and CCG Systems, Inc. (d/b/a FASTER Asset Solutions), a Virginia corporation (the "Seller", and together with Purchaser, the "Parties"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below). WHEREAS, pursuant to the terms and conditions set forth in that certain Asset Purchase Agreement, dated as of December 6, 2019,by and among Purchaser, Providence Strategic Growth IV L.P., a Delaware limited partnership, Providence Strategic Growth IV-A L.P., a Delaware limited partnership and the Seller (the "Purchase Agreement"), the Seller has agreed to sell, convey, assign, transfer and deliver to Purchaser or its designees, and Purchaser has agreed that Purchaser or its designees will purchase and acquire from the Seller, all right, title and interest in and to the Assets (and Purchaser will assume the Assumed Liabilities). NOW, THEREFORE, in consideration of the foregoing recital and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the Parties, intending to be legally bound hereby, agree as follows: 1. Transfer of Assets. The Seller does hereby sell, convey, assign, transfer and deliver to Purchaser and its successors and permitted assigns to have and to hold forever all of the Seller's respective right, title and interest in and to the tangible personal property included in the Assets. Notwithstanding anything herein to the contrary, this Instrument shall not be deemed a sale, conveyance, assignment, transfer, or delivery of any of the Excluded Assets. 2. Effectiveness. This Instrument will be effective as of 12:01 a.m., Eastern Time, on the Closing Date. 3. Parties in Interest. This Instrument shall inure to the benefit of, and be binding upon, the Parties and their respective successors by operation of law and permitted assigns of the Parties. 4. Governing Law. This Instrument shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the conflict of laws rules thereof. 5. Conflicts. This Instrument is executed and delivered pursuant to the Purchase Agreement. This Instrument may not be deemed to defeat, limit, alter, impair, enhance or enlarge any right, obligation, claim or remedy created by the Purchase Agreement, and in the event of any conflict between this Instrument and the Purchase Agreement, the Purchase Agreement shall control. 6. Counterparts. This Instrument may be executed in two (2) or more counterparts (including by electronic transmission), each of which shall constitute an original, and all of which taken together shall constitute one and the same instrument. [Signature Page Follows] IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Instrument as of the date first written above. PURCHASER: TT FASTER LLC By: Name: Bill Nix Title: Vice President [SIGNATURE PAGE TO BILL OF SALE] SELLER: CCG SYSTEMS,INC. (DB/A FASTER ASSET SO UTI NS} By: Na e: Joe Healey Title: Chief Executive Officer 1 [SIGNATURE PAGE TO BILL OF SALE]