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HomeMy WebLinkAboutContract 54007-CA1CSC No. 54007-CAl CITY OF FORT WORTH ASSIGNMENT For value, received Displays, LLC ("Assignor"), hereby assigns to Iron Mountain Information Management, LLC d/b/a Crozier Fine Arts ("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 54007 (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 11 th day of October, 2023. Displays, UC (Assignor) By: r/ Print: Derrick Varnell Title: Vice President Iron Mountain Information Management, LLC d/b/a Crozier Fine Arts(Assignee) By: Print: Michael Simonetti Title: Senior Director, NA Operations OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Assignment Page 1 of 3 CITY OF FORT WORTH ASSIGNMENT For value, received Displays, LLC ("Assignor"), hereby assigns to Iron Mountain Informations Management, LLC d/b/a Crozier Fine Arts ("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 54007 (the "Contracts") and Assignee agrees to assume and perform all duties and obligations required by Assignor under the terms of the Contracts. This Assignment constitutes the entire agreement between Assignor and Assignee with respect to the subject matter hereof. No modification of any provision of this Assignment shall be effective unless in writing and signed by Assignor and Assignee. This Assignment shall inure to the benefit of and be binding upon Assignor and Assignee and their respective successors and assigns. This Assignment shall be governed by the terms of the original Contracts between Assignor and various other entities and the City of Fort Worth and the laws of the State of Texas, without application of principles of conflicts of law. This Assignment may be executed in one or more counterparts each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signed signature pages may be transmitted by facsimile or e-mail, and any such signature shall have the same legal effect as an original. Dated the I I day of OG-lbg"- 2023. Displays, LLC (Assignor) By. - Print: Title: Chief Operating Officer Iron Mountain Information Management, LLC d/b/a Crozier Fine Arts(A By: E Print: Michae-Snonetti Title: Senior Director, NA Operations Assignment Page 1 of 3 NOTARY ACKNOWLEDGEMENT On the 1 day of D �'Tos E-F2 2023, personally appeared exrxc who acknowledged to me that (s)he is the Chief Operating Officer of Displays, LLC ("Assignor"), and that (s)he executed thys�,document for the purposes and consideration contained herein. � j Display By: Print: Title: Vice President SUBSCRIBED TO before me on this ( day of n OAo -r , 2023. P Notary Public in and for the State of�k�� My commission Expires: -NOV 2i 2 09,ig or - a o A� .j2913.• , ` �e;�RFS i NOTARY ACKNOWLEDGEMENT On the day of 2023, personally appeared , who acknowledged to me that (s)he is the Chief Financial Officer of Iron Mountain Management Services, Inc. ("Assignee"), and that (s)he executed this document for the purposes and consideration contained herein. SUBSCRIBED TO before me on this Iron Mountain Management Services, Inc. By: Print: Title: Senior Director, NA Operations day of Notary Public in and for the State of My commission Expires: , 2023. Assignment Page 2 of 3 NOTARY ACKNOWLEDGEMENT On the day of 1 2023, personally appeared , who acknowledged to me that (s)he is the Chief Operating Officer of Displays, LLC ("Assignor"), and that (s)he executed this document for the purposes and consideration contained herein. Displays, LLC By. Print: Title: Chief Operating Officer SUBSCRIBED TO before me on this day of , 2023. Notary Public in and for the State of My com nission Expires: NOTARY ACKNOWLEDGEMENT On the 11 4--1� day of 0\oe-, 2023, personally appeared }who acknowledged to me that (s)he is the Chief Financial Officer of Iron. Mountain Management Services, Inc. ("Assignee"), and that (s)he executed this document for the purposes and consideration contained herein. Iron in Management Services, Inc. By: Title: Senior Director, NA Operations SUBSCRIBED TO before me on this i I -1� day of r , 2023• Notary Public in and for the State of My commission Expires: f a-I'-"1 l Assignment Pagc 2 of 3 CONSENT TO ASSIGNMENT The City of Fort Worth consents to the assignment of Displays, LLC ("Assignor") to Iron Mountain Management Services, Inc. ("Assignee"), of all its rights, title, and obligation owing and all funds due or to become due to Assignor under CSCO 54007 as long as all terms required of Assignor in said contracts are met by Assignee. CITY OF FORT WORTH Eric Fladager (Oct 23, Z023 10:31 CDT) Oct 23, 2023 Department Director Date ' ° C_J — Oct 23, 2023 Assistant City Manager Date pO�oonIlIl FORT�Ild �9Ad o''o ATTESTED BY: aIlIlp� EXA`'aodp Oct 23, 2023 Jannette Goodall, City Secretary Date APPROVED AS TO FORM AND LEGALITY: Trey Its (Oct 16, 2023 10:06 CDT) 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. 7eimti Conn OU 16, 2023 Jennv Conn i'bct 16, 2023 10:08 CDT) Employee Signature/Date Public Art Collection Manager, Arts Fort Worth Title OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Assignment Page 3 of 3 IRON MOUNTAIN BILL OF SALE THIS BILL OF SALE ("Bill of Sale") is made and entered into as of August 15, 2023, by and between DISPLAYS, LLC, a Texas limited liability company, ("Seller"), and IRON MOUNTAIN INFORMATION MANAGEMENT SERVICES, INC., a Delaware corporation ("IMIM Services"), and evidences the sale, conveyance and transfer of all of the Seller's right, title and interest in and to certain Purchased Assets to IMIM Services. RECITALS: WHEREAS, Seller, MoCap Management, LP, Qualbe Marketing Group, LLC, and Iron Mountain Information Management, LLC, a Delaware limited liability company (`BLayer"), are parties to that certain Asset Purchase Agreement (the "Agreement") dated the date hereof; WHEREAS, the Agreement provides for the transfer from Seller to IMIM Services of certain Purchased Assets as more particularly described in the Agreement; and WHEREAS, Seller and Buyer are closing the transaction set forth in the Agreement effective as of the date of this Bill of Sale. NOW, THEREFORE, for and in consideration of the above recitals, and for other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties hereby agree as follows: 1. All terms used in this Bill of Sale not otherwise defined in this Bill of Sale shall have the meanings set forth for those terms in the Agreement. 2. Effective as of the Closing Date, Seller hereby grants, conveys, assigns, transfers, sells and delivers to IMIM Services all of Seller's rights, title and interest in and to the Purchased Assets which are denoted as being purchased by IMIM Services in Section 3.01, to have and to hold, together with all the rights thereto belonging to Seller, free and clear of all Security Interests. 3. Nothing in this Bill of Sale is intended to modify, amend, or alter in any respect the rights and obligations of the parties under the Agreement, which will remain in full force and effect, notwithstanding the execution and delivery of this Bill of Sale. 4. Seller and IMIM Services agree to take and cause to be taken such further action to execute, deliver, and file or cause to be executed, delivered and filed, such further documents and instruments, and to obtain such further consents, as may be necessary or as may be reasonably requested in order to effectuate fully the purposes, terms and conditions of this Bill of Sale. 5. This Bill of Sale is binding upon and shall inure to the benefit of the parties hereto, and their respective successors and permitted assigns. Except for the parties to this Bill of Sale, a successor in interest, or assignee of a party, no other person or entity is, or shall be entitled to bring any action to enforce any provision of this Bill of Sale against any of the parties. IRON MOUNTAIN" 6. If there is a conflict between the terms of this Bill of Sale and the Agreement, the terms of the Agreement shall control. 7. This Bill of Sale shall be governed and construed in accordance with the internal laws of the State of Delaware without regard to principles of choice of law or conflicts of law which would direct the application of laws of a different jurisdiction. Any legal suit, action or proceeding arising out of or based on this Bill of Sale shall be commenced and adjudicated in the state or federal courts situate in the County of New Castle, State of Delaware and the parties hereto irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action or proceeding. 8. This Bill of Sale may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Bill of Sale. Signatures obtained by facsimile, PDF or other means of electronic transmission shall constitute effective execution and delivery of this Bill of Sale and shall be deemed original signatures for all purposes. [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK] A`IRON MOUNTAIN° IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of the date first written above. Seller: DISPLAYS, LLC By: its Sole Manager MoCap Management, LP i By: NamceTames L. Anderson IMIM Services: IRON MOUNTAIN INFORMATION MANAGEMENT SERVICES, INC. By: Name: Theodore MacLean Title: Executive Vice President, Adjacent Businesses [Signature Page to the Bill of Sale — IWM Services] DocuSign Envelope ID: 7963A310-OE1D-44F4-8967-9ECDOA4618E2 IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of the date first written above. Seller: DISPLAYS, LLC By: its Sole Manager MoCap Management, LP By: Name: James L. Anderson Title: President IMIM Services: IRON MOUNTAIN INFORMATION MANAGEMENT SERVICES, INC. DocuSigned by: By: Name: Theodore MacLean Title: Executive Vice President, Adjacent Businesses [Signature Page to the Bill of Sale — IMIM Services] DocuSign Envelope ID: 56C4FFAD-lB58-413C-892E-2C66655C907E W=9 Request for Taxpayer Give Form to the Form (Rev. October2018) Identification Number and Certification requester. Do not Department of the Treasury send to the IRS. Internal Revenue Service ► Go to www.irs.gov/FormW9 for instructions and the latest information. 1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. Iron Mountain Incorporated 2 Business name/disregarded entity name, if different from above Crozier Fine Arts 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 cofollowing seven boxes. certain entities, not individuals; see a instructions on page 3): o ❑ Individual/sole proprietor or ElC Corporation ElS Corporation ElPartnership ElTrust/estate c single -member LLC Exempt payee code (if any) 8 ❑ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) Do- 0 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) G IL c 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. .0 w ❑✓ Other (see instructions) I,. Real Estate Investment Trust (Applies to accounts maintained outside the U.S.) to 5 Address (number, street, and apt. or suite no.) See instructions. Requester's name and address (optional) 0 <n PO BOX 21089 6 City, state, and ZIP code New York, NY 10087 7 List account number(s) here (optional) Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid Social security number backup withholding. For individuals, this is generally your social security number (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. M23 - 2I5I8 8 4 7I9 JIM 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 II, later. Sign Signature of Here U.S. person No- '�$ Date► 2/4/2022 `— BB541 C2409A148F... General Instructions • Form 1099-DIV (dividends, including those from stocks or mutual funds) 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-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) r CRLAZI�� Memorandum To: Fort Worth Public Art From: Ted MacLean Date: October 10, 2023 Re: Acquisition of Displays, LLC On August 15, 2023 Displays, LLC, a Texas limited liability company was purchased by Iron Mountain Information Management, LLC d/b/a Crozier Fine Arts, a Delaware corporation. IMIM Services: Iron Mountain Information Management Services, Inc. Theodore MacLean Executive Vice President, Adjacent Businesses info@crozierfinearts.com @crozierfinearts www.crozierfinearts.com Q Add/Update Contracts % 0 BUSINESS ORGANIZATIONS IN: % + v — F -4 C Q i direct.&O&.&tate.tx.us/corp_inquiry/mrp_inquiry-entity.asp?:SfiIing_number-8G1794918&:NSession_id=72158150&:Ndocument_number-129241114MD2&pgcurrent-l&,Spagefrom-&:Norder_item_type_id-1i7&Ncorp_type_id-&Nfiling_type_id-&... LA {r 1 0 Ct Suggested Sites a e-Services I Intemal.., r Acmrint� l l--isNe... ® Adabe Sign, an Ad... Q PS Test Emk—rits aPurchasing- Welco.,. Tj Welcome tc Laser i... cP CFWnetorg j City o... 0 SOSDirect - An Onli,.. © Supplier Q PaymentNet Q New Tab Q Heat Ticket » i, All B UCC Business Organizations Trademarks Notary Account HeiplFees Briefcase Logout Filing Numher: 801794918 Entity Type: Foreign For-Profd Corporation Original Date of Filing: June 3, 2013 Entity Status: In existence Formation Date: NIA Tax ID: 16117011383 FEIN: 631701138 Name: Iron Mountain Information Management Services, Inc - Address: One Federal St. Bosion, MA 02110 USA Fictitious Name: NIA Jurisdiction: DE,USA Foreign Formation December 1i1, 2012 Date: BUSINESS ORGANIZATIONS INQUIRY - VIEW ENTITY REGI97EREDAGENT NAMES MAt1AGEMENT ASSUMED NA � ASSOCIATED EFTii! INfTIAL ADDPC Name Add— Inactive Date Corporals on Service Cwnpany dba CSC - Lavryem incorporaling Semite Company 211 E. 7th Street, Suile 620 A.M. TX 78701-3218 USA Order I Return to Search