HomeMy WebLinkAboutContract 53733-CA1CSC No. 53733-CAl
CITY OF FORT WORTH
ASSIGNMENT
For value, received Agility Communications Group LLC ("Assignor"), hereby assigns to
BlackPoint IT Services, 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
156081CSCO 53733 (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 n Va � y 2023.
Agility Communications Group LLC
(wig )
By:
Print: rin Weltin
Title: Chief Executive Officer
BlackPoint IT Se ces, Inc.
(Assignee)
By:
Print: Chris Thompson (__-
Title: Chief Financial Officer
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Assignment Page 1 of3
NOTARY ACKNOWLEDGEMENT
On the day of ,) ►%} Al V eytA 2023, personally appeared
i�yt rn WQ , who acknowledged to me that (s)he is the Chief Operating Officer of
Agility Communications Group LLC, ("Assignor"), and that (s)he executed this document for
the purposes and consideration contained herein.
Agili C mmunications Group LLC
By:
Prim: -tm:rin Weltin
Title: Chief Executive Officer
SUBSCRIBED TO before me on this A- day of a4,Vtwa v y , 2023.
Tom. _r TAR • :►
Notary Public in and for the State of w L L
.4 y ; S _ My commission Expires: e
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.....................NOTARY ACKNOWLEDGEMENT
f On the day of _ i u4 t 2023, personally appeared
L ✓ S j, u �a p v ,-- who acknowledged to me that (s)he is the Chief Financial Officer of
B1ackPoint IT Services, Inc. ("Assignee"), and tha�(s)he executed this document for thv
purposes and consideration contained herein.
BlaekPoint I`I' ices, Inc
By:
Print: C s Thompson _
Title: Chief Financial Officer
SUBSCRIBED TO before me on this day of t r L1 VC1r -, , 2023.
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�p •,...•....•• Ycl �� Notary Public in and for the State of a
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Assignment Page 2 of
Notary Certificate
Doc. Date_ C % q �uZ� # of pages:
Notary Name: Ralph E. Kitashima; Fifth Circuit
Doc. Description: G(w o Foyi WoHSMhwtQ'4
. t 120).
NotA Signature Date
CONSENT TO ASSIGNMENT
The City of Fort Worth consents to the assignment of Agility Communications Group
LLC ("Assignor") to B1ackPoint IT Services, Inc., ("Assignee"), of all its rights, title, and
obligation owing and all funds due or to become due to Assignor under PSK 15608/CSCO 53733
as long as all terms required of Assignor in said contracts are met by Assignee.
CITY OF FORT WORTH
A -
Reginald Zeno (Jan 31, 202311:48 CST)
Reginal Zeno- Chief Financial Officer
An-f hon y Rousseau
Anthony Rousseau (Jan 31, 2023 11:15 CST)
Anthony Rousseau, Assistant Director — FMS
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a � FO!tT nti
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ATTESTED BY: o°o o=d
A .�.2ae,ado TEXAS4aa
C�bUuouoo
Jannette Goodall, City Secretary
APPROVED AS TO FORM AND LEGALITY:
City of Fort Worth Assistant City Attorney
Contract Compliance Manager:
Jan 31, 2023
Date
Jan 31, 2023
Date
Jan 31, 2023
hate
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including ensuring all perii�rmance and
reporting requirements.
�w Jan 31, 2023
Employee Signature/Date
Water IT Infrastructure Manager
Title
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Assignment Page 3 of
9
Request for Taxpayer
Give Form to the
F°n
(Rev. October 2018)
Identification Number and Certification
requester. Do not
Department of the Treasury
send to the IRS.
Internal Revenue Service
► Go to www.irs.gov1FormW9 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.
BlackPoint IT Services, Inc.
2 Business namoldisregarded entity name,'if different from above
L9
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
following seven boxes.
certain entities, not individuals; see
Instructions on page 3):
p
❑ Individual/sole proprietor or ❑ G corporation r❑ 5 Gorporatlon ❑ Partnership ❑ Trustlestate
2
single -member LLC
Exempt payee code (d any) 5
'2
❑ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ►
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
to
5
LLC if the LLC is classified as a single -member LLC that is disregarded from the owner unless the owner of the LLC is
LLC is disregarded from for federal
code if any)
a
another that not the owner U.S. 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.
m
❑ Other (see instructions) ►
(Mar s ro ecca.,,a mv.,rox,.eaae• a,• u.s1
&r
5 Address (number, street, and apt. or suite no.) See instructions.
Requester's name and address (optional)
Cw
20415 72nd Ave S, Suite 210
6 City, state, and ZIP code
Kent, WA 98032
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
_ m _
backup withholding. For individuals, this is generally your social security number (SSN). 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
IIN, later. or
Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and
Number To Give the Requester for guidelines on whose number to enter.
number
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 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 de ds on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid,
acquisition or abandonment of bmc ti ty, um llatiun of debt, widtibutivi s to tut Individual retirement arrangement (IRA), and generally, payments
other than interest and dividends, a t required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later.
oll natuire
Here I U.S. personf ► / � Deft ► � 1 / 0-5/ 2.,aL
General Instructions
Section references are to the Internal Revenue Code unless otherwise
noted.
Future developments. For the latest information about developments
related to Form W-9 and its instructions, such as legislation enacted
after they were published, go to www.frs.gov1FormW9.
Purpose of Form
An individual or entity (Forth W-9 requester) who is required to file an
information return with the IRS must obtain your correct taxpayer
identification number (rIN) which may be your social security number
ISSN), individual taxpayer identification number (MIN), adoption
taxpayer identification number (ATIN), or employer identification number
(EIN), to report on an information return the amount paid to you, or other
amount reportable on an information return. Examples of Information
returns include, but are not limited to, the following.
• Form 1099-INT (interest earned or paid)
• Form 1099-DIV (dividends, including those from stocks or mutual
funds)
• Form 1099-MISC (various types of income, prizes, awards, or gross
proceeds)
• Form 1099-B (stock or mutual fund sales and certain other
transactions by brokers)
• Form 1099-5 (proceeds from real estate transactions)
• Form 1099-K (merchant card and third party network transactions)
• Form 1098 (home mortgage interest), 1098-E (student loan interest),
1098-T (tuition)
• Form 1099-C (canceled debt)
• Form 1099-A (acquisition or abandonment of secured property)
Use Form W-9 only if you are a U.S. person (including a resident
alien), to provide your correct TIN.
If you do not return Form W-9 to the requester with a TIN, you might
be subject to backup withholding. See What is backup withholding,
later.
Cat. No.10231X Form W-9 (Rev. 10-2018)
BLACKPOINT
IT Services
City of Forth Worth,
On November 1, 2022, BlackPoint IT Services, Inc. a Washington Corporation purchased the
assets of Agility Communications Group.
Should you have any questions regarding this transaction please feel free to contact me.
Chris Thompson
CFO
206-973-8089
chris.thompson@blackpoint-it.com
20415 72"d Avenue South, Suite 210 • Kent, WA 98032 •• p: 206.575.9511 • f: 206.575.3128 • blackpoint-it.com
BUSINESS INFORMATION
Business Name:
BLACKPOINT IT SERVICES, INC.
UBI Number:
602 477 480
Business Type:
WA PROFIT CORPORATION
Business Status:
ACTIVE
Principal Office Street Address:
20415 72ND AVE S STE 210, KENT, WA, 98032, UNITED STATES
Principal Office Mailing Address:
20415 72ND AVE S STE 210, KENT, WA, 98032, UNITED STATES
Expiration Date:
02/28/2023
Jurisdiction:
UNITED STATES, WASHINGTON
Formation/ Registration Date:
02/28/2005
Period of Duration:
PERPETUAL
Inactive Date:
Nature of Business:
PROFESSIONAL, SCIENTIFIC & TECHNICAL SERVICES, MANAGED SERVICES PROVIDER
REGISTERED AGENT INFORMATION
Registered Agent Name:
KR SERVICES, LLC
Street Address:
1201 3RD AVE, SUITE 3200, SEATTLE, WA, 98101-3276, UNITED STATES
Mailing Address:
1201 3RD AVE, SUITE 3200, SEATTLE, WA, 98101-3276, UNITED STATES
GOVERNORS
Title Governors Type Entity Name First Name Last Name
GOVERNOR INDIVIDUAL JAMES R. WATSON
GOVERNOR INDIVIDUAL LESLEIGH A. WATSON
DocuSign Envelope ID: 92580922-1A1F-4E69-999C-E2678FBF315A
ACTION BY WRITTEN CONSENT
OF THE SHAREHOLDERS OF
BLACKPOINT IT SERVICES, INC.
The following actions were taken and the following business transacted by the written consent of
the Shareholders (the "Shareholders") of Blackpoint IT Services, Inc., a Washington corporation (the
"Company"), effective October 31, 2022, pursuant to the applicable provisions of The Washington
Business Corporation Act, which consent and actions are evidenced by the signature of the Shareholders
appended hereto, and which consent and actions are intended to have the same force and effect as an
unanimous vote at a meeting duly called and held.
Purchase Agreement
WHEREAS, the Shareholders have carefully considered the proposed terms of the
Asset Purchase Agreement (the "Purchase Agreement") by and among the Company, and
Agility Communications Group LLC, a Texas limited liability company (the "Ta 0411),
pursuant to which the Company will acquire substantially all of the assets (the "Assets"),
and assume certain specified liabilities, of the Target. (the "Proposed Transaction");
WHEREAS, the Shareholders have determined that it is in the best interest of the
Company and the Shareholder that the Company enter into the Purchase Agreement and
consummate the Proposed Transaction;
NOW, THEREFORE, BE IT RESOLVED, that the form and terms of the Purchase
Agreement, and the form and terms of each other agreement, instrument and document
required to be delivered pursuant to the Agreement (collectively, the "Ancillary
Agreements'), and the Proposed Transaction, are hereby approved, authorized, ratified and
confirmed in all respects; and be it
FURTHER RESOLVED, that the President of the Company, James Watson, is
hereby authorized, empowered and directed for and on behalf and in the name of the
Company to execute, deliver, and file, as appropriate, the Purchase Agreement and the
Ancillary Agreements, and to execute and deliver any and all other contracts, agreements,
documents, instruments, and/or certificates, to incur such costs and expenses and to take all
other actions and do such other things as he may deem necessary, appropriate or desirable in
order to carry out and effectuate the Proposed Transaction and the intent and purposes of the
foregoing resolutions; and be it
FURTHER RESOLVED, that any and all actions heretofore taken by any officer or
agent of the Company, including but not limited to the execution and delivery of any
contracts, agreements, documents, instruments and/or certificates and the incurrence of any
costs and expenses as any such officer may have deemed necessary, appropriate or desirable
in order to accomplish the purposes of the foregoing resolutions are hereby approved,
authorized, ratified and confirmed in all respects.
[Signature Page Follows]
DocuSign Envelope ID: 92580922-1A1F-4E69-999C-E2678FBF315A
The undersigned, constituting the Shareholders of the Company, hereby consent to and adopt the
acts and resolutions contained in the foregoing Action by Written Consent of the Shareholders of
Blackpoint IT Services, Inc., effective as of the day first above written.
By.
Name: James Watson
Title: President, Shareholder
By: (,t,Suf� (JaNvi,
Name: Lesleigh Watson
Shareholder
BY:
Name: Chris Thompson
Shareholder
Signature Page to Action by Written Consent
DocuSign Envelope ID: 92580922-1A1F-4E69-999C-E2678FBF315A
ACTION BY WRITTEN CONSENT
OF THE SOLE MEMBER OF
AGILITY COMMUNICATIONS GROUP LLC
The following actions were taken and the following business transacted by the written consent of
the sole Member (the "Member") of Agility Communications Group LLC, a Texas limited liability
company (the "Company"), effective October 31, 2022, pursuant to the applicable provisions of The
Texas Business Organizations Code, which consent and actions are evidenced by the signature of the
Member appended hereto, and which consent and actions are intended to have the same force and effect
as an unanimous vote at a meeting duly called and held.
Purchase Agreement
WHEREAS, the Member has carefully considered the proposed terms of the Asset
Purchase Agreement (the "Purchase Agreement") by and among Blackpoint IT Services,
Inc., a Washington corporation (`Buyer") and the Company, pursuant to which the
Company will sell substantially all of its assets (the "Assets"), and assign certain specified
liabilities, to Buyer (the "Proposed Transaction");
WHEREAS, the Member has determined that it is in the best interest of the
Company and the Member that the Company enter into the Purchase Agreement and
consummate the Proposed Transaction;
NOW, THEREFORE, BE IT RESOLVED, that the form and terms of the Purchase
Agreement, and the form and terms of each other agreement, instrument and document
required to be delivered pursuant to the Agreement (collectively, the "Ancillary
Agreements'), and the Proposed Transaction, are hereby approved, authorized, ratified and
confirmed in all respects; and be it
FURTHER RESOLVED, that the Company's President, Erin Weltin is hereby
authorized, empowered and directed for and on behalf and in the name of the Company to
execute, deliver, and file, as appropriate, the Purchase Agreement and the Ancillary
Agreements, and to execute and deliver any and all other contracts, agreements, documents,
instruments, and/or certificates, to incur such costs and expenses and to take all other actions
and do such other things as any such officer may deem necessary, appropriate or desirable in
order to carry out and effectuate the Proposed Transaction and the intent and purposes of the
foregoing resolutions; and be it
FURTHER RESOLVED, that any and all actions heretofore taken by President,
including but not limited to the execution and delivery of any contracts, agreements,
documents, instruments and/or certificates and the incurrence of any costs and expenses as
any such officer may have deemed necessary, appropriate or desirable in order to
accomplish the purposes of the foregoing resolutions are hereby approved, authorized,
ratified and confirmed in all respects.
[Signature Page Follows]
DocuSign Envelope ID: 92580922-1A1F-4E69-999C-E2678FBF315A
The undersigned, constituting the sole Member of the Company, hereby consents to and adopts
the acts and resolutions contained in the foregoing Action by Written Consent of the Sole Member of
Agility Communications Group LLC, effective as of the day first above written.
Name: Erin Weltin
Member
Signature Page to Action by Written Consent