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HomeMy WebLinkAboutContract 52472-CA1CSC No. 52472-CAl CITY OF FORT WORTH ASSIGNMENT For value, received Fugro USA Land, Inc. ("Assignor"), hereby assigns to Raba Kistner, 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 52472 (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 a+S day of 0CA-0 ber 2023. Fugro USA Land, Inc. (Assignor) By: Print: Erik Hordijk Title: Business Line Director Raba Kistner, Inc. (Assignee) By: 6� Print: GabrielOmelas Title: Vice Senior President and COO OFFICIAL RECORD Assignment CITY SECRETARY FT. WORTH, TX NOTARY ACKNOWLEDGEMENT On the S41' day of _D �� be r 2023, personally appeared b-1 l'- E4 prd i ;Y-- who acknowledged to me that (s)he is the Chief Operating Officer of Fugro USA Land, Inc. ("Assignor"), and that (s)he executed this document for the purposes and consideration contained herein. Fugro USA Land, Inc, By: Print: Erik Hordijk Title: Business Line Director SUBSCRIBED TO before me on this S� ay of _C)r-+o b-If r , 2023. J ,tip urq �mjLpublic, HALL 6 {�atarY Public,, StataofTexas _ comrn. Expires 02-Og Z024 No ary Publi n and for the State of -Te- ko0.S Notar lD 128878632 �'�•,,,,, v My commission Expires: 01�1 • c`_ CI • a oaa(-i NOTARY ACKNOWLEDGEMENT On the 2E day of October 2023, personally appeared Gabriel Ornelas , who acknowledged to me that (s)he is the Senior Vice President and COO of Raba Kistner, Inc. ("Assignee"), and that (s)he executed this document for the purposes and consideration contained herein. Ryba stn k B Print: Gabriel Ornelas Title: Senior Vice President and 0.00 SUBSCRIBED TO before me on this 25 _ day of October , 2023, �IVUvW�'� "loll � l l V'' r"AMBER HAMILTON Notary public. State of Texas Notary Public in and for the State of TX My commission Expires: 4/30/2024 . Comm. Expires 04-30-2024 Notary ID iamn 383 Assignment OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX CONSENT TO ASSIGNMENT The City of Fort Worth consents to the assignment of Fugro USA Land, Inc. {"Assignor") to Raba Kistner, Inc. ("Assignee"), of all its rights, title, and obligation owing and all funds due or to become due to Assignor under CSCO 52472 as long as all terms required of Assignor in said contracts are met by Assignee. CITY OF FORT WORTH -� Oct 30, 2023 Lauren Prieur (Oct 30, 2023 09:49 CDT) Department Director Date 0 Ct 31, 2023 W i harn h nso n (Oft 31, 2023 15:38 CDT) Assistant City Manager Date on po>0 pOq. 4;oo0 ATTESTED BY: Fg ono �sd dd.poo 0o d Oct 31, 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. Oct 30, 2023 Employee Signature/Date Construction Manager Title OFFICIAL RECORD Assignment CITY SECRETARY FT. WORTH, TX FUGRO USA Land, INC. 6100 Hillcroft Avenue Houston, Texas 77081 USA August 21, 2023 Personally delivered. Mr. Zelalem Arega City of Forth Worth Transportation and Public Works Department 8851 Camp Bowie West Blvd Forth Worth, Texas 76116 Re: Request for Consent to Assignment Dear Mr. Arega: We are pleased to inform you that we intend to sell certain of our assets relating to our geotechnical testing and certifying construction materials and methods business to Raba Kistner, Inc., a Texas corporation ("Raba Kistner"). Founded in 1968, Raba Kistner Inc. is an Engineering News -Record "Top 200 Firm" of more than 600 employees operating across the U.S. and Mexico. In connection with such proposed transaction (the "Transaction"), we write to notify you that we intend to sell and assign all of our rights, benefits, interests and obligations under the Agreement to Raba Kistner, and that Raba Kistner will assume and succeed to Fugro's rights, benefits, interests and obligations under the Agreement (such assignment, the "Assignment"). The closing of the Transaction and the Assignment are expected to be effective on or around September 25, 2023 (the "Closing Date"). All obligations and liabilities under the Agreement prior to the Closing Date shall remain Fugro's obligations, and all obligations and liabilities under the Agreement following the Closing Date will be Raba Kistner's obligations. Except for the assignment to Raba Kistner of Fugro's rights, benefits, interests and obligations under the Agreement pursuant to the Transaction, the Agreement will remain in full force and effect, without modification whatsoever. Following the Closing Date, all notices under the Agreement should be sent to: Raba Kistner, Inc. Attn: Isidoro Arjona, P.E, PMP, D.GE, F.ASCE, Senior Vice President 4407 N. Beltwood Parkway, Suite 102 Dallas, Texas 75244 Email: iarjona@rkci.com The Transaction has not yet been publicly announced, and we request that you keep this letter, the Assignment Agreement and your knowledge of the Transaction confidential. Page 1 of 2 matter. We appreciate your assistance and thank you in advance for your prompt attention to this Very truly yours, Page 2 of 2 Fugro USA Land, Inc. Erik Hordijk Business Line Director UCC Business Organizations Trademarks Notary Account HelpfFees Briefcase Logout BU S1HE SS ORGA NVATION S INQUIRY -VIEW ENTITY Filing Number: 25066600 Entity Type: Domestic For -Profit Corporation. Original Date of Filing: August23, 1968 Entity Status: In existence Formation Date: NIA Tax ID: 11416115347 FEIN: Duration: Perpetual Name: Raba Kistner, Inc_ Address: PO SOX 690287 SAN ANTONIO. TX 78269-0287 USA :REGISTERErAGENT Urder Retum to Search Form WM9 (Rev. October 2018) Department of the Treasury Intemai Revenue Service ri rn Q 0 m o ti o2 +• m c a`0 9 v O. tl) m y i ivame (as shown on your Raba Kistner Inc 2 Business nameldisrecarc Request for Taxpayer Identification Number and Certification ►Go torn e tax return). for Instructions and the latest Information. on this line; do not name, if different from above Give Form to the requester. Do not send to the IRS. 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 ❑ C Corporation Individual/sole proprietor or ❑ S Corporation ❑Partnership ❑ Trust/estate instructions on page 3): single -member LLC Exempt payee code (if any) ❑ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ► 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 - is disregarded from the owner should check the appropriate box for the tax classification of its owner. Other (see instructional ► 12821 8 City, sb 7 List account street, and apt. or suite no.) See (Applies to accounts maintained outWde fhe U.S.) name and address (optional) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other Social security number _ m _ entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later. Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Number To Give the Requester for guidelines on whose number to enter. or Frnployer identification number f—i`-1 tilgi00000©©KI 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. r "'!!'r I Signature of Here U.S. person ► Date ► '1-7F/ -),o?3 General Instructions ] • Form 1099-DIV (dividends, including those from stocks or mutual funds) Section references are to the Internal Revenue Code unless otherwise noted. . Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted • Form 1099-B (stock or mutual fund sales and certain other after they were published, go to www.irs.gov1F6rmW9. transactions by brokers) • Form 1099-5 (proceeds from real estate transactions) Purpose of Form • Form 1099-K (merchant card and third party network transactions) An individual or entity (Form W-9 requester) who is required to file an • Form 1098 (home mortgage interest), 1098-E (student loan interest), information return with the IRS must obtain your correct taxpayer 1098-T (tuition) identification number (TIN) which may be your social security number • Form 1099-C (canceled debt) (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number .Form 1099-A (acquisition or abandonment of secured property) (EIN), to report on an information return the amount paid to you, or other Use Form W-9 only if you are a U.S. person (including a resident amount reportable on an information return. Examples of information alien), to provide your correct TIN. returns include, but are not limited to, the following. If you do not return Form W-9 to the requester with a TIN, you might • Form 1 D99-INT (interest earned or paid) be subject to backup withholding. See What is backup withholding, later. Cat. No.10231X Form W-9 (Rev. 10-2018)