HomeMy WebLinkAboutContract 55810-CA1CSC No. 55810-CAl
CITY OF FORT WORTH
ASSIGNMENT
For value, received Findaway World LLC ("Assignor"), hereby assigns to Playaway
Products LLC ("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 ofFort Worth to Assignor under PSK 134401CSCO 55810
(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 gnment 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 10" day of 5�ry 2023.
Findaway World LLC
(Assignor) / `, .°
By: �'✓
Print: Dagmara
Assistant Secretary
Playaway Prod �ts LLC
(Assignee) 1. r
By:
Print:
Title: Chief Executive Officer
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Assignment _
Pago � of3
NOTARY ACKNOWLEDGEMENT
On the klh day of re �ts� � 2023, personally appeared
VCt1thilf1f5j*?L ►1j4,—, who acknowledged to mc'that (s)he is the Assistant Seactary of
Findaway World LLC, ("Assignor"), and that (s)he executed this document for the purposes and
consideration contained herein. /
indawsy World BL
Print: Dagmiara �astrx stfii, Assistant Secretary
SUBSCRIBED TO before me on this l r day of �- "__, 20D
rYf`
GRENDAN DEZALIA No c in and for the State of
NOTARY PUBLIC -STATE of NEW YORK My commission Expires-, r -Z
No-OIDE6338096
Oustitted in Kings County
My CO -mission Expires 03.07-2024
NOTARY ACKNOWLEDGEMENT
On fhe '�"'` day of `st y 2023, personally appeared
rr who acknowledged to me that (s)he is the Chief Financial Officer of
Playaway Products LLC, ("Assignee"), and that (s)hc executed this document for the purposes and
.......11...
consideration contained herein. .�'' � . �0
Playaway Products''
By:
Print:
Tide: Chief Executist itr
SUBSCRIBED TO before me on this J' day ofL 2c?'Ar...
DORO`fHY M. WASSON
Notary Public, State of Ohio, Cuy. Cty. Notary Public in And for the State of 1le'
My commission expires July 23, 20 L.AO My commission Expires: V;j x jp&,
Afilignmaut PWi ota
CONSENT TO ASSIGNMENT
The City of Fort Worth consents to the assignment of Findaway World LLC,
("Assignor") to Playaway Products LLC ("Assignee"), of all its rights, title, and obligation
owing and all funds due or to become due to Assignor under PSK 13440/CSCO 55810 as long as
all terms required of Assignor in said contracts are met by Assignee.
CITY OF FORT WORTH
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Regi Id Zeno (Mar 16, 2023 09:24 CDT)
Reginal Zeno- Chief Financial Officer
Jo Gunn Mar 16, 2023 09:19 CDT)
Jo Ann Gunn -Chief Procurement Officer
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ATTESTED BY: d°o
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Jannette Goodall, City Secretary
APPROVED AS TO FORM AND LEGALITY:
Christopher Mullins (Mar 14, 202316:25 CDT)
City of Fort Worth - Assistant City Attorney
Contract Compliance Manager:
Mar 16, 2023
Date
Mar 16, 2023
Date
Mar 16, 2023
Date
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.
shyy, Mar 15 2023
Timothy Shida (Mar15,202318:21CDT) 7
Employee Signature/Date
Administrative Services Manager
Title
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Assignment Page 3 of
PLAYAWAY
PRE -LOADED PRODUCTS
February 9, 2023
To the City of Fort Worth Texas:
We are pleased to notify you that as of January 31, 2023, the Playaway Products Group
has been acquired by Penguin Random House LLC ("PRH") and as a result, any
agreements by and between Findaway World, LLC, an Ohio limited liability company
("Findaway") and third parties (together with all attachments, statements of work and
other related agreements, the "Agreement") have been assigned to Playaway Products
LLC, a Delaware limited liability company ("Playaway Products"), a wholly owned
subsidiary of PRH. The announcement of the transaction is attached. The transaction
will not result in any disruption to Playaway Products' operations and it will operate as
a standalone company based in Solon, OH. Playaway Products will assume Findaway's
obligations under the Agreement and will honor and perform such obligations pursuant
to the terms and conditions of the Agreement and the Agreement will continue in full
force and effect in accordance with its terms.
We greatly appreciate and value our relationship with you and look forward to a
continued productive and mutually beneficial relationship.
Sincerely,
Gene LaMarca
CEO. PLAYAWAY PRODUCTS
giamarca(ftlayaway com
office 440.394.0581, mobile 216.924.7483
Playaway Products, LLC
31999 Aurora Road
Solon, Ohio 44139
Playaway.com
00 Creators of Playaway Pre -loaded Products
31999 Aurora Road. Solon, OH 44139 T 877.893.o8o8 F 440.893.o8og
playaway.com
Request for Taxpayer
Give Form to the
Form
Identification Number and Certification
requester. Do not
(Rev. October2018)
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.
Playaway Products LLC
2 Business name/disregarded entity name, if different from above
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
a
instructions on page 3):
o
❑✓ individuaysoie proprietor or ❑ C Corporation ElS Corporation ❑ Partnership ❑ Trustlestate
C
single -member LLC
Exempt payee code (if any)
❑ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ►
c
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
code (if any)
another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single -member LLC that
-
IE
is disregarded from the owner should check the appropriate box for the tax classification of its owner.
v
❑ Other (see instructions) ►
MpOie to accmnls maintained outside the U.S.)
N5
Address (number, street, and apt. or suite no.) See instructions.
Requester's name and address (optional)
31999 Aurora Rd
6 City, state, and ZIP code
Solon, OH 44139
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 II boetai sevuseculrny numuer
backup withholding. For individuals, this is generally your social security number 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.
9 2 - 1 1 7 1 9 1 9 1 7 1 2 1 1
GM 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 (f 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 not required to sign the certification, but you must provide your correct TIN. See the instructions for Part 11, later.
Sign I signatureof -(i' /./:�///!�//�r �e►9 l��
Here U.S. person Do-�/
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.irs.gov/FormW9.
Purpose of Form
An individual or entity (Form W-9 requester) who is required to file an
information return with the IRS must obtain your correct taxpayer
identification number (TIN) which may be your social security number
(SSN), individual taxpayer identification number (ITIN), 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-S (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-V (Rev. 10-2018)
Delaware Page
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 "PLAYAWAY PRODUCTS
LLC", FILED IN THIS OFFICE ON THE TENTH DAY OF JANUARY, A.D.
2023, AT 4:29 O'CLOCK P.M.
7228749 8100
SR# 20230090182
�■nny w. ewwcN_ S.cVw4ry w swo
Authentication: 202474908
Date: 01-11-23
You may verify this certificate online at corp.delaware.gov/authver.shtml
CERTIFICATE OF FORMATION
OF
PLAYAWAY PRODUCTS LLC
1. The name of the limited liability company is Playaway
Products LLC.
2. The address of its registered office in the State of Delaware
is 1209 Orange Street, Wilmington, Delaware 19801.
3. The name and address of its registered agent is The
Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.
IN WITNESS WHEREOF, the undersigned has executed this Certificate
of Formation this 10th day of January, 2023.
By: %vin (i.&tneb
Name: Kevin M. Barnes
Title: Authorized Person
State of Delaware
Secretary of State
Division of Corporations
Delivered 04:29 PM O1/10/2023
FILED 04:29 PM 0111012023
SR 20230090182 - HeNumber 7228749
ACTION BY UNANIMOUS WRITTEN CONSENT
OF
THE BOARD OF DIRECTORS
OF
FINDAWAY WORLD LLC
JULY 26, 2022
The undersigned, being all of directors (the "Board") of Findaway World LLC, an Ohio
limited liability company (the "Company"), acting pursuant to the Ohio Revised Limited
Liability Company Act, as amended from time to time (the "Act"), DO HEREBY CONSENT to t
he adoption and DO HEREBY ADOPT the resolutions set forth below with the same force and of
feet as if adopted by a vote at a duly convened meeting of the Board on the date first set forth
above:
WHEREAS, the Company is a party to the Membership Interest Purchase Agreement
(the "Purchase Agreement"), by and among the Spotify USA Inc., the Company, and the other
parties thereto;
WHEREAS, in connection with the execution of the Purchase Agreement and the
transactions contemplated thereby, each of the officers of the Company resigned from his or her
position as an officer of the Company, effective as of the Closing (as defined in the Purchase
Agreement);
WHEREAS, pursuant to the Company's Third Amended and Restated Operating
Agreement, as amended from time to time (the "Operating Agreement"), the Board has the
power to appoint officers of the Company;
WHEREAS, in accordance with the Operating Agreement, from time to time, the Board
has appointed certain individuals to serve as officers of the Company, to serve until such
officer's successor is appointed and qualified, or until such officer's earlier death, resignation or
removal and the Board desires to confirm and ratify each of the below -named individual's
previous appointment to the office or offices set forth opposite such person's name below, each
of whom shall have such duties and powers as from time to time may be assigned to them by the
Board (the "Officer Appointments"):
Name
Paul Vogel
Eve Konstan
Dagmara Jastrzebska
Michael Eubanks
Title
President, Chief Executive Officer, Chief
Financial Officer & Treasurer
Vice President & Secretary
Assistant Secretary
Tax Officer
WHEREAS, pursuant to the Operating Agreement, persons may be admitted to the
Company as Members upon the approval of the Board;
WHEREAS, in connection with the execution of the Purchase Agreement and the
transactions contemplated thereby, Spotify USA Inc. purchased all of equity interests of the
Company, the Board approved Spotify USA Inc. as the sole Member of the Company and the
Board desires to confirm and ratify Spotify USA Inc. as the sole Member of the Company (the
"Member Approval");
NOW, THEREFORE, BE IT RESOLVED as follows:
RESOLVED, that the Board hereby confirms and ratifies each of the Officer
Appointments; and
FURTHER RESOLVED, that the Board hereby confirms and ratifies the Member
Approval; and
FURTHER RESOLVED, that the preparation, execution and delivery of any other
necessary documents, and the taking of any other necessary actions, in each case by the
Company in connection with the Officer Appointments and the Member Approval be, and
hereby is, approved and adopted in all respects.
[Signature Pages Follow]
N
IN WITNESS WHEREOF, the undersigned have executed this written consent as of the
date first set forth above.
Vogel
Eve ACmsty
Eve Konstan