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HomeMy WebLinkAboutContract 57963-CA1CSC No. 57963-CA1 CITY OF FORT WORTH ASSIGNMENT For value received The F Dohmen Co dba Horizon Lab Systems, LLC ("Assignor"), hereby assigns to Clinisys, 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 CSCO 57963 (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 2023, The F Dohmen Co dba Horizon Lab Systems, LLC (Assignor) _B ': _ - �I'rint: Title: Gf 7-6 Clinisys, Inc. (Assignee) Q /� By: U.,.-.0 Print: Andrew Branski Title: Chief Financial Officer OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Assignment Page 1 of NOTARY ACKNOWLEDGEMENT On the 1 t0 day of '`i 2023, personally appeared ft i+m—ef -j:' M t i'M i'; (who acknowledged tome that (s)he is the Chief Financial Officer of The F Dolunen Co dba Horizon Lab Systems, LLC ("Assignor"), and that (s)he executed this document for the purposes and consideration contained herein. The F Dohmen Co dba Horizon Lab Systems, LLC By: Print:-,,, Title: C SUBSCRIBED TO before me on this �0 day of -A)AD , 2023. A. N0rg9y N Notary Public in and for the State of t; L,115C011 - p`UB�M commission Expires: LIG �OF WISGG�� NOTARY ACKNOWLEDGEMENT On the I la day of , j •,, ,-, 2 2023, personally appeared i1 W :,- G `-z-A;--• 1 , who acknowledged to me that (s)he is the Chief Financial Officer of Clinisys, Inc., ("Assignee"), and that (s)he executed this document for the purposes and consideration contained herein. f Clinisys, Inc. BY: Print: Andrew Branski Title: Chief Financial Officer SUBSCRIBED TO before me on this `h day of Sv n- , 2023. Notary lic ' for the State of -Mv1Cj My commission Expires: ICI U* D ��Mee�,rf JENNIFERZUPANCIC � \� Notary Public •Arizona Pima County Commission M 588699 ' �9•=' My Comm. Expires Oct 19, 2024 a Assignment Page 2 of CONSENT TO ASSIGNMENT The City of Fort Worth consents to the assignment of The F Dohmen Co dba Horizon Lab Systems, LLC ("Assignor") to Clinisys, Inc. ("Assignee"), of all its rights, title, and obligation owing and all funds due or to become due to Assignor under CSCO 57963 as long as all terms required of Assignor in said contracts are met by Assignee. CITY OF FORT WORTH Christ00%er Harder Jun 28 2023 ' Christopher Harder (Jun 28, 2023 15:34 CDT) Department Director Date v 8 Dana Burghs; (J 29, 20 :35 CDT) Jun 29, 2023 Assistant City Manager Date A Reginald fveb (Jun 29, 202313:23 CDT) Jun 29, 2023 Reginal Zeno- Chief Financial Officer Date 4AL— Jo Gunn2 CDT) Jun 29, 2023 Jo Ann Gunn — Chief Purchasing Officer Date 4,DpvIIIIIIn �''� FORTo9�0 a° ATTESTED BY: per' Rio Pao* "�0 00 *�aa aan n�dnoa4VSEX -- VV Jun 29, 2023 Jannette Goodall, City Secretary Date APPROVED AS TO FORM AND LEGALITY: City of Fort Worth Sr. 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. J u n 28 2023 Richard Lisenb a (Jun 28, 202313:54 CDT) Employee Signature/Date Sr. Water IT Mgr & Contract Compliance Manager Title OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Assignment Page 3 of 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 wwwJrs.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. CliniSys, Inc. a� 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 to following seven boxes. certain entities, not individuals; see a instructions on page 3): o ElIndividual/sole proprietor or ❑✓ C Corporation ElS Corporation ❑ Partnership ❑ Trust/estate c single -member LLC Exempt payee code (if any) 5 0.0 ❑ 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 c 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) E IL ° w 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. V N ❑ Other (see instructions) ► (Applies to accounts maintained outside the U.S.) fn 5 Address (number, street, and apt. or suite no.) See instructions. Requester's name and address (optional) a 3300 E. Sunrise Drive U) 6 City, state, and ZIP code Tucson, AZ 85718 7 List account number(s) here (optional) KM 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 (SSN). 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 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 Employer identification number Number To Give the Requester for guidelines on whose number to enter. 8 6 - 0 3 1 7 8 2 2 3 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 not required to sign the certification, but you must provide your correct TIN. See the instructions for Part 11, later. Sign Signature of ! / / _ /' Here U.S. person No- ?�i'i�i / �(til.�� - 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) Date ► May 6, 2022 • 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-9 (Rev. 10-2018) Form W-9 (Rev. 10-2018) Page 2 By signing the filled -out form, you: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income, and 4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting, later, for further information. Note: If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien; • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States; • An estate (other than a foreign estate); or • A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners' share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income. In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States. • In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity; • In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and • In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust. Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities). Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a "saving clause." Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items. 1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the income. 3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions. 4. The type and amount of income that qualifies for the exemption from tax. 5. Sufficient facts to justify the exemption from tax under the terms of the treaty article. Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption. If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233. Backup Withholding What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 24% of such payments. This is called "backup withholding." Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester, 2. You do not certify your TIN when required (see the instructions for Part II for details), 3. The IRS tells the requester that you furnished an incorrect TIN, 4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or 5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only). Certain payees and payments are exempt from backup withholding. See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information. Also see Special rules for partnerships, earlier. What is FATCA Reporting? The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code, later, and the Instructions for the Requester of Form W-9 for more information. Updating Your Information You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account; for example, if the grantor of a grantor trust dies. Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. Form W-9 (Rev. 10-2018) Page 3 Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. Misuse of TINS. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties. Specific Instructions Line 1 You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return. If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9. a. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name. Note: ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1 a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application. b. Sole proprietor or single -member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or "doing business as" (DBA) name on line 2. c. Partnership, LLC that is not a single -member LLC, C corporation, or S corporation. Enter the entity's name as shown on the entity's tax return on line 1 and any business, trade, or DBA name on line 2. d. Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2. e. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a "disregarded entity." See Regulations section 301.7701-2(c)(2)(iii). Enter the owner's name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner's name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on line 2, "Business name/disregarded entity name." If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN. Line 2 If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2. Line 3 Check the appropriate box on line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box on line 3. IF the entity/person on line 1 is THEN check the box for ... a(n) .. • Corporation Corporation • Individual Individual/sole proprietor or single- • Sole proprietorship, or member LLC • Single -member limited liability company (LLC) owned by an individual and disregarded for U.S. federal tax purposes. • LLC treated as a partnership for Limited liability company and enter U.S. federal tax purposes, the appropriate tax classification. • LLC that has filed Form 8832 or (P= Partnership; C= C corporation; 2553 to be taxed as a corporation, or S= S corporation) or • LLC that is disregarded as an entity separate from its owner but the owner is another LLC that is not disregarded for U.S. federal tax purposes. • Partnership Partnership • Trust/estate Trust/estate Line 4, Exemptions If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line 4 any code(s) that may apply to you. Exempt payee code. • Generally, individuals (including sole proprietors) are not exempt from backup withholding. • Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends. • Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions. • Corporations are not exempt from backup withholding with respect to attorneys' fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC. The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4. 1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2) 2—The United States or any of its agencies or instrumentalities 3—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities 4—A foreign government or any of its political subdivisions, agencies, or instrumentalities 5—A corporation 6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession 7—A futures commission merchant registered with the Commodity Futures Trading Commission 8—A real estate investment trust 9—An entity registered at all times during the tax year under the Investment Company Act of 1940 10—A common trust fund operated by a bank under section 584(a) 11—A financial institution 12—A middleman known in the investment community as a nominee or custodian 13—A trust exempt from tax under section 664 or described in section 4947 Form W-9 (Rev. 10-2018) Page 4 The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13. IF the payment is for ... THEN the payment is exempt for... Interest and dividend payments All exempt payees except for 7 Broker transactions Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012. Barter exchange transactions and Exempt payees 1 through 4 patronage dividends Payments over $600 required to be Generally, exempt payees reported and direct sales over 1 through 52 $5,0001 Payments made in settlement of Exempt payees 1 through 4 payment card or third party network transactions 1 See Form 1099-MISC, Miscellaneous Income, and its instructions 2 However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys' fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency. Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with "Not Applicable" (or any similar indication) written or printed on the line for a FATCA exemption code. A —An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37) B—The United States or any of its agencies or instrumentalities C—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i) E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i) F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state G—A real estate investment trust H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940 I —A common trust fund as defined in section 584(a) J—A bank as defined in section 581 K—A broker L—A trust exempt from tax under section 664 or described in section 4947(a)(1) M—A tax exempt trust under a section 403(b) plan or section 457(g) plan Note: You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed. Line 5 Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns. If this address differs from the one the requester already has on file, write NEW at the top. If a new address is provided, there is still a chance the old address will be used until the payor changes your address in their records. Line 6 Enter your city, state, and ZIP code. Part I. Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. If you are a single -member LLC that is disregarded as an entity separate from its owner, enter the owner's SSN (or EIN, if the owner has one). Do not enter the disregarded entity's EIN. If the LLC is classified as a corporation or partnership, enter the entity's EIN. Note: See What Name and Number To Give the Requester, later, for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.SSA.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/Businesses and clicking on Employer Identification Number (EIN) under Starting a Business. Go to www.irs.gov/Forms to view, download, or print Form W-7 and/or Form SS-4. Or, you can go to www.irs.gov/OrderForms to place an order and have Form W-7 and/or SS-4 mailed to you within 10 business days. If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write "Applied For" in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note: Entering "Applied For" means that you have already applied for a TIN or that you intend to apply for one soon. Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8. Part II. Certification To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, 4, or 5 below indicates otherwise. For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code, earlier. Signature requirements. Complete the certification as indicated in items 1 through 5 below. Form W-9 (Rev. 10-2018) Pager) 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. 3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification. 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. "Other payments" include payments made in the course of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). 5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), ABLE accounts (under section 529A), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification. What Name and Number To Give the Requester For this type of account: Give name and SSN of: 1. Individual The individual 2. Two or more individuals Qoint The actual owner of the account or, if account) other than an account combined funds, the first individual on maintained by an FFI the account' 3. Two or more U.S. persons Each holder of the account (joint account maintained by an FFI) 4. Custodial account of a minor The minor' (Uniform Gift to Minors Act) 5. a. The usual revocable savings trust The grantor -trustee (grantor is also trustee) b. So-called trust account that is not The actual owner a legal or valid trust under state law 6. Sole proprietorship or disregarded The owner3 entity owned by an individual 7. Grantor trust filing under Optional The grantor" Form 1099 Filing Method 1 (see Regulations section 1.671-4(b)(2)(i) (A)) For this type of account: Give name and EIN of: 8. Disregarded entity not owned by an The owner individual 9. A valid trust, estate, or pension trust Legal entity° 10. Corporation or LLC electing The corporation corporate status on Form 8832 or Form 2553 11. Association, club, religious, The organization charitable, educational, or other tax- exempt organization 12. Partnership or multi -member LLC The partnership 13. A broker or registered nominee The broker or nominee For this type of account: Give name and EIN of: 14. Account with the Department of The public entity Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments 15. Grantor trust filing under the Form The trust 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulations section 1.671-4(b)(2)(i)(13)) List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number must be furnished. 2 Circle the minor's name and furnish the minor's SSN. 3 You must show your individual name and you may also enter your business or DBA name on the "Business name/disregarded entity" name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN. ° List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships, earlier. *Note: The grantor also must provide a Form W-9 to trustee of trust. Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. Secure Your Tax Records From Identity Theft Identity theft occurs when someone uses your personal information such as your name, SSN, or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund. To reduce your risk: • Protect your SSN, • Ensure your employer is protecting your SSN, and • Be careful when choosing a tax preparer. If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter. If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039. For more information, see Pub. 5027, Identity Theft Information for Taxpayers. Victims of identity theft who are experiencing economic harm or a systemic problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll -free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059. Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft. Form W-9 (Rev. 10-2018) Page 6 The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts. If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at spam@uce.gov or report them at www.ftc.gov/complaint. You can contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT (877-438-4338). If you have been the victim of identity theft, see www.ldentityTheft.gov and Pub. 5027. Visit www.irs.gov11dentityTheft to learn more about identity theft and how to reduce your risk. Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information. Corporations Section �� E O P.O.Box 13697 Austin, Texas 78711-3697 ` John B. Scott Secretary of State Office of the Secretary of State CERTIFICATE OF FILING OF CiniSys, Inc File Number: 804601339 The undersigned, as Secretary of State of Texas, hereby certifies that an Application for Registration for the above named Foreign For -Profit Corporation to transact business in this State has been received in this office and has been found to conform to the applicable provisions of law. ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the authority vested in the secretary by law, hereby issues this certificate evidencing the authority of the entity to transact business in this State from and after the effective date shown below for the purpose or purposes set forth in the application under the name of C1iniSys, Inc The issuance of this certificate does not authorize the use of a name in this state in violation of the rights of another under the federal Trademark Act of 1946, the Texas trademark law, the Assumed Business or Professional Name Act, or the common law. Dated: 05/31/2022 Effective: 05/31/2022 John B. Scott Secretary of State Come visit us on the internet at https://www. sos. texas.gov/ Phone: (512) 463-5555 Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services Prepared by: Elizabeth "Annie" Denton TID: 10308 Document: 1152477040008 Filing#:804601339 Document#:1152477040008 Filed on 5/31/2022 received by Upload Form 301 (Revised 05/11) Submit in duplicate to: Secretary of State F.D. Box 13697 Austin, TX 78711-3697 512 463-5555 FAX: 512/463-5709 Filing Fee: $750 Application for Registration of a Foreign For -Profit Corporation Ibis space reserved for office use. 1. The entity is a foreign for -profit corporation. The name of the entity is: CliDisys, Inc Provide the full legal name of the entity as stated in the entitys formation document in its jurisdiction of formorion. 2A. The name of the corporation in its jurisdiction of formation does not contain the word "corporation," "company," "incorporated," or "limited" (or an abbreviation thereof). The name of the corporation with the word or abbreviation that it elects to add for use in Texas is: 2B. The corporation name is not available in Texas. The assumed name under which the corporation will qualify and transact business in Texas is: The assumed name must include an acceptable organizational identifier or an accepted abbreviation of one of these terms. 3. Its federal employer identification number is. 86-0379223 ❑ Federal employer identification number information is not available at this time. 4. It is incorporated under the laws of: (set forth state or foreign country) Pennsylvania and the date of its formation in that jurisdiction is: 04/13/1981 rnmlddlyyyy 5. As of the date of filing, the undersigned certifies that the foreign corporation currently exists as a valid corporation under the laws of the jurisdiction of its formation. 6. The purpose or purposes of the corporation that it proposes to pursue in the transaction of business in Texas are set forth below. any lawful business or activity under the law of Texas The corporation also certifies that it is authorized to pursue such stated purpose or purposes in the state or country under which it is incorporated. 7. The date on which the foreign entity intends to transact business in Texas, or the date on which the foreign entity first transacted business in Texas is: date of filing m+nlddl}o" Late fees may apply (see instructions). 8. The principal office address of the corporation is: 3300 E. Sunrise Drive, Tucson, AZ 85718 Address City State Country 2 pCode Form 301 5 Complete item 9A or 913, but not both. Complete item 9C. J❑ 9A. The initial registered agent is an organization (cannot be entity named above) by the name of: Corporation Service Company dlbla CSC -Lawyers Incorporating Service Company OR ❑ 9B. The initial registered agent is an individual resident of the state whose name is: First Name M.I. Last Name Suffix 9C. The business address of the registered agent and the registered office address is: 211 E. 7th Street, Suite 620, Austin TX 78701-3218 Street Address City stale Zip Code 10. The corporation hereby appoints the Secretary of State of Texas as its agent for service of process under the circumstances set forth in section 5.251 of the Texas Business Organizations Code. 11. The name and address of each person on the board of directors is: Director 1 John K. Stipancich First Name M.1. Lost Name 6901 Professional Parkway, #200, Lakewood Ranch, FL 34240 Street or Mailing Address City Director 2 Jason Conley First Name M.I. _ Last Name 6901 Professional Parkway, #200, Lakewood Ranch,.FL- 34240 _ Street or Mailing Address City Director 3 Robert Crisei suffix State Country Zip Code First Name A11 fast Name 6901 Professional Parkway, #200, Lakewood Ranch, FL 34240 Street or Mailing Address City -Supplemental Provisions/InforMation Text Area: 11he Washed addendum, if atiyjs incorporated herein by rJerence.j- Form 301 6 Su�x State Country Zip Cade Su�x State Country Zip Code Effectiveness of Filing (Select either A, B, or C.) A. ❑� This document becomes effective when the document is filed by the secretary of state. B. ❑ This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is: C. ❑ This document takes effect upon the occurrence of a future event or fact, other than the passage of time. The 90'h day after the date of signing is: The following event or fact will cause the document to take effect in the manner described below: Execution The undersigned affirms that the person designated- as registered agent has consented to the appointment, The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of law governing the entity to execute the filing instrument. Date: May 31, 2022 Signature O out rile C[iUnS}e" John K. Stipancich Printed or ty} name of authorized person. Forth 301 7 Form 401-A (Revised 12109) Acceptance of Appointment and Consent to Serve as Registered Agent §5.201(b) Business Organizations Code The following form may be used when the person designated as registered agent in a registered agent filing is an individual. Acceptance of Annointment and Consent to Serve as Registered Agent I acknowledge, accept and consent to my designation or appointment as registered agent in Texas for Nmne of represented entity I am a resident of the state and understand that it will be my responsibility to receive any process, notice, or demand that is served on me as the registered agent of the represented entity; to forward such to the represented entity; and to immediately notify the represented entity and submit a statement of resignation to the Secretary of State if I resign. X. 3igrralure of regislovd agent Prindedname ofregislered agent ,Dade (imnlddl m) The following form may be used when the person designated as registered agent in a registered agent filing is an organization. Accentance of Annointment and Consent to Serve as Registered Agent I am authorized to act on behalf of Corporation Service Company dlbla CSC -Lawyers Incorporating Service Compat y Name of organization designated as registered agent The organization is registered or otherwise authorized to do business in Texas. The organization acknowledges, accepts and consents to its appointment or designation as registered agent in Texas for: CLINISYS, INC Name of represented entity The organization takes responsibility to receive any process, notice, or demand that is served on the organization as the registered agent of the represented entity; to forward such to the represented entity; and to immediately notify the r se ed entity and submit a statement of resignation to the Secretary of State if the organization r96 igns. Brian Courtney, �. Asst. Vice President x: Ay. to act (>n behalf afo►ganization Prhrded name of arddhanccd pei�m y dlbla CSC -Lawyers Incorporating Service Company Form 401•A 5131 l2022 Fate {mnrlddlY13y) Arizona Corporation Commission - RECEIVED: 5/31/2022 Arizona Corporation Commission - PENDING: 5/31/2022 22053110494530 COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF STATE 05/13/2022 TO ALL WHOM THESE PRESENTS SHALL COME, GREETING: CliniSys, Inc I, Leigh M. Chapman, Acting Secretary of the Commonwealth of Pennsylvania, d❑ hereby certify that the foregoing and annexed is a true and correct copy of Amendment filed on May 2, 2022 - Pages (1) which appear of record in this department. Or , Certification Number: TSC220513121325-1 IN TESTIMO?VY RIffiREOF, I have hereunto set my hand and caused the Seal of the Secretar3rs Office to be affixed, the day and year above 'twitten {' 64r"A�-j Acting Secretary of the Commonwealth Verify this certificate online at http:llwww.corporations.pa.gov/orders/verify Entity# : 729330 ❑at£ 22053110494530 Pennsvlw esc order #: 651175-005 esepa@cscglobal.com ARTICLES OF AMENDMENT OF SUNOUEST INFORMATION SYSTEMS, INC. Pursuant to Section 1915 of the Pennsylvania Business Corporation Law of 1988, the undersigned corporation hereby submits the following Articles of Amendment for the purpose of amending the corporation's Amended and Restated Articles of Incorporation: 1. The name of the corporation (hereinafter called the "Corporation") is Sunquest Information Systems, Inc. 2. The address of the registered office and county of venue of the Corporation is Corporation Service Company in Dauphin County. 3. The Corporation was incorporated in Pennsylvania on April 13, 1981. 4. The Amended and Restated Articles of Incorporation of the Corporation are hereby amended by striking out Article 1 in its entirety and substituting in lieu thereof the following new Article: 111. The name of the corporation is: C1iniSys, Inc." 5. These articles of amendment will be effective upon filing with the Pennsylvania Department of State. 6. The articles of amendment were adopted by the shareholders of the Company in accordance with 15 P.A. C.S. § 1914(c). Dated as of May 2, 2022. IIIIN NI III II � INI NIII WI � IMIIII �II>III lug Ihll lllu IW 1IU TCO220502MG0541 CH2159MM7.3 PA DEPT OF STATE MAY 0 2 Z022 SUNQUEST INFORMATION SYSTEMS, INC. N m John K. Stipancich Ti Vice President and Secretary dinisys November 2, 2022 City of Fort Worth ("You" or "Your") 200 Texas Street Fort Worth, Texas 76102 Re: Integration of Horizon Lab Systems, LLC by Clinisys, Inc. As you may know, Horizon Lab Systems, LLC ("Horizon") was acquired by Roper Technologies ("Roper") on May 2, 2022 and as a result became an affiliate of Clinisys, Inc formerly known as Sunquest Information Systems, Inc., ("Clinisys") under common ownership with Roper. In order to take advantage of a broader set of Laboratory Information System experience, innovation and assets to support our customers globally, we (Roper, Horizon, and Clinisys) have made the decision to fully integrate Horizon into Clinisys ("Integration"). As a result, effective September 29, 2022 (the "Closing Date") the Horizon legal entity will no longer exist and all existing supplier contracts, including all rights and obligations of Horizon contained therein, will be transferred by operation of law to Clinisys. As of the Integration, Your relationship with Clinisys will be governed by the terms of the Agreements, and Your rights and obligations thereunder will remain the same, unless modified in writing by the parties. If you have any questions regarding this letter, please feel free to contact our Purchasing group at purchtask@clinisys.com.com. Sincerely, Anne- �ZocuT�Jy Anne Rounds Director of Contracts Clinisys, Inc. Clinisys, Inc. 3300 E. Sunrise Drive, Tucson, Arizona 85718 520-570-2000 www.clinisys.com Confidential