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HomeMy WebLinkAboutContract 55938-CA1CSC No. 55938-CA1 CITY OF FORT WORTH ASSIGNMENT For value, received HSQ Technology, A Corporation (".Assignor"), hereby assigns to HSQ Tech 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 19634/CSCO 55938 (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 3,1st day of August 2023. HSQ Technology, A Corporation (Assignor) By: �J/h�_ Print: Gene J. Cellini Title: Senior Vice President HSQ Tech Inc. (Assignee) By: Print: Gustavo Jimenez Title: Chief Operations Officer Ass] ffnment OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 eta: r-,c�en,�:rrr �.crc:ea�c� A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Alameda On August 31, 2023 Date before me, ) ) Karen Santos, Notary Public Here Insert Name and Title of the Officer personally appeared Gustavo Jimenez Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. KAREN SANTOS Notary Public • California Alameda County cACommission # 2336921 sy Comm, Expires Dec 26, 2024 Place Notary Seal Above WITNESS my hand and official seal. OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: City of Fort Worth Assignment Document Date: August 31, 2023 Number of Pages: one Signer(s) Other Than Named Above: Gene J. Cellini Capacity(ies) Claimed by Signer(s) Signer's Name: ® Corporate Officer — Title(s): Chnef operations officer ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: HSQ Tech Inc. Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: ti . .-_ .. `c�' ..... :3c:f ," ©2014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 NOTARY ACKNOWLEDGEMENT On the 31st day of August 2023, personally appeared G t►t.t1.Cej .v i , who acknowledged to me that (s)he is tht Senior Vice President r of HSQ Technology Corp ("Assignor'), and that (s)he executed this document for the purposes and consideration contained herein. IISQ Technolo •, A Corporatio By: Print: Genn3. Cell Title: Senior Vice '`resident SUBSCRIBED TO before me on this 31st day of TERESA L. ROUNOTREE Wag Pubic - Sate of N.0 York Na OlRO40a34e11 Quilled In Neer Yon cant' canaweion & Won Jelfrr 1. 0377 August . 2023. "71L,„ Notary Public in and for the State of NPu. (. I( My commission Expires: iu\I t l to 3 7 NOTARY ACKNOWLEDGEMENT On the 31st day of August 2023, personally appeared Gustavo Jimen who acknowledged to me that (s)he is the Chief Operations Officer of HSQ Tech Inc. ("Assignee , - s he executed this document for the purposes and consideration contained herein. e me on this HSQ Tech Inc. By: Print: Gustavo Jimenez Title: Chief Operations 0 i► r day of . 2023. Notary Publi in ai My commission Expires: Assignment Page 2 of3 CONSENT TO ASSIGNMENT The City of Fort Worth consents to the assignment of HSQ Technology Corp ("Assignor") to HSQ Tech Inc. ("Assignee"), of all its rights, title, and obligation owing and all funds due or to become due to Assignor under PSK 19634/CSCO 55938 as long as all terms required of Assignor in said contracts are met by Assignee. CITY OF FORT WORTH C � f Cer Christopher Har er (Sep5 2073 16.04 CDT) Sep 5, 2023 Department Director Date _Q rghdo Dana 13urghdoff (Sep 6—,202318:55 CDT) Sep 6, 2023 Assistant City Manager �4499angIl Date - c .. o oa ATTESTED BY: o 1 i24 Sep 7, 2023 Jannette Goodall. City Secretary Date APPROVED AS TO FORM AND LEGALITY: City of Fort Worth 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. Tattsil jeawr _Iv Gsoh Patty Jean 1,011son (Sep 5, 202316:04 CDT) Sep 5, 2023 Employee Signature/Date Contract Services Administrator Title Assignment OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX State of Delaware Secretary of State Division of Corporations Delivered 08:26 PM 02/10/2023 FILED 08:26 PM 02/10/2023 SR 20230475036 - File Number 7293578 CERTIFICATE OF INCORPORATION OF HSQ TECH, INC. A DELAWARE CORPORATION The undersigned, a natural person (the "Sole Incorporator"), for the purpose of organizing a corporation to conduct the business and promote the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware hereby certifies that: The name of this corporation is HSQ TECH, INC. 11. The registered office of the corporation in the State of Delaware shall be 108 W, 13'1' Street, Suite 100 in the City of Wilmington, County of New Castle, State of Delaware 19801. The name of the Corporation's registered agent at such address is Vcorp Services, LLC. The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the Delaware General Corporation Law. IV. This corporation is authorized to issue only one class of stock, to be designated Common Stock. The total number of shares of Common Stock presently authorized is 1,000,000, each having a par value of $0.0001. V. A. The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by the Board of Directors in the manner provided in the Bylaws. B. Directors shall be elected at each annual meeting of stockholders to hold office until the next annual meeting. Each director shall hold office either until the expiration of the term for which elected or appointed and until a successor has been elected and qualified, or until such director's death, resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. C. No person entitled to vote at an election for directors may cumulate votes to which such person is entitled unless required by applicable law at the time of such election. During such time or times that applicable law requires cumulative voting, every stockholder entitled to vote at an election for directors may cumulate such stockholder's votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which such stockholder's shares are otherwise entitled or distribute the stockholder's votes on the same principle among as many candidates as such stockholder desires. No stockholder, however. shall be entitled to so cumulate such stockholder's votes unless (A) the names of such candidate or candidates have been placed in nomination prior to the voting and (B) the stockholder has given notice at the meeting, prior to the voting, of such stockholder's intention to cumulate such stockholder's votes. If any stockholder has given proper notice to cumulate votes. all stockholders may cumulate their votes for any candidates who have been properly placed in nomination. Under cumulative voting, the candidates receiving the highest number of votes, up to the number of directors to be elected, are elected. D. Subject to any limitations imposed by applicable law, the Board of Directors or any director may be removed from office at any time, with or without cause, by the affirmative vote of the holders of a majority of the voting power of all then -outstanding shares of capital stock of the corporation entitled to vote generally at an election of directors. E. The Board of Directors is expressly empowered to adopt, amend or repeal the Bylaws of the corporation. The stockholders shall also have power to adopt, amend or repeal the Bylaws of the corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the corporation required by law or by this Certificate of Incorporation, such action by stockholders shall require the affirmative vote of the holders of at least a majority of the voting power of all of the then - outstanding shares of the capital stock of the corporation entitled to vote generally in the election of directors, voting together as a single class. F. Unless and except to the extent that the bylaws of the corporation shall so require. the election of directors of the corporation need not be by written ballot. VI. A. The liability of the directors for monetary damages for breach of fiduciary duty as a director shall be eliminated to the fullest extent under applicable law. B. To the fullest extent permitted by applicable law, the corporation is authorized to provide indemnification of (and advancement of expenses to) directors, officers and agents of the corporation (and any other persons to which applicable law permits the Company to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise in excess of the indemnification and advancement otherwise permitted by such applicable law. if applicable law is amended after approval by the stockholders of this Article VI to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director to the corporation shall be eliminated or limited to the fullest extent permitted by applicable law as so amended. C. Any repeal or modification of this Article VI shall only be prospective and shall not affect the rights or protections or increase the liability of any officer or director under this Article VI in effect at the time of the alleged occurrence of any act or omission to act giving rise to liability or indemnification. 2. VII. The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this reservation. VIII. The name and the mailing address of the Sole Incorporator is as follows: John S Durkin 1489 W Warm Springs Rd Ste 110 Henderson, Nevada 89014 /Renmainder t f t/►is page intentio►►ally left blank/ 3. This Certificate has been subscribed as of February 10, 2023 by the undersigned who affirms that the statements made herein are true and correct. J9'HI $ DLRkIN Sc Incorporator III Q TECHNOLOGY Date: 08/01/2023 Attention: All Staff Subject: HSQ Tech Inc. Company Team, HSQ Tech INC. 26227 Research Road Hayward, California 94545-3725 Phone: (510) 259-1334 Fax: (510) 259-1392 www.hsq.com As of August 1, 2023, we have now transitioned from HSQ Technology, A Corporation to HSQ Tech Inc. as a result of the Asset sale from Railworks. HSQ Tech Inc. will maintain all current and future customer and contract work, HSQ Domain name, logo, contact phone numbers, emails and maintain same physical address location at 26227 Research Road in Hayward, Ca. If you have any further questions regarding this asset sale and name change please address with me directly. Respectfully, Gus Jimenez Vice President Chief Operations Officer (COO) O TECHNOLOGY 26227 Research Road Hayward, Ca. 94545 Phone: 510-259-3713 (Direct) Cell: 925-209-8580 Email: jimenez@ahsq.com http://www.hsq.com By Email BUILDING THE TECHNOLOGY THAT DRIVES SMARTER SYSTEMS An Equal Opportunity Employer California Contractor's License 378393 File Location: