HomeMy WebLinkAboutContract 44586-CA1CSC No. 44586-CAl
CITY OF FORT WORTH
ASSIGNMENT
For value received ASG Technologies Group, Inc ("Assignor"), hereby assigns to Rocket
Software, 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 21258/CSCO
44586 dated June 28, 2013, as amended (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 -7 day of M A i 2024.
ASG Technologies Grou , Inc
(Assignor)
01
By:
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Title: i16v✓�
Rocket Software, Inc.
(Assignee)
By: /l
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Title: As
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Assignment Paee 1 of
NOTARY ACKNOWLEDGEMENT
On the 7 day of M AI 2024, personally appeared
M jL}iAF t_ Gv.gort , who acknowledged to me that (s)he is the Chief Operating Officer of ASG
Technologies Group, Inc ("Assignor"), and that (s)he executed this document for the purposes
and consideration contained herein.
ASG Technologies Gro p. I
By:
Print:
Title:
SUBSCRIBED TO before me on this -7 day of M AY .2024.
William Bailey-Eisenhauer
ltNotary Public
COMMONWEALTH OF MASSACHUSErrS
My Commission Expires
April 5, 2030
Notary Public in and for the State of MgSSAGHuSE S
My commission Expires: A e 9,1 L 5, 0o3 0
NOTARY ACKNOWLEDGEMENT
On the -1 day of MAY 2024, personally appeared
M i GP AEL c oRR iE , who acknowledged to me that (s)he is the Chief Financial Officer of
Rocket Software, Inc. ("Assignee"), and that (s)he executed this document for the purposes and
consideration contained herein.
Rocket Software, I c.�'
By: �i�/Jal� �Q
Print:
Title: ^e.-! a7Ww r
r
SUBSCRIBED TO before me on this -7 day of M A Y , 2024.
William Bailey-Eisenhauer Notary Public in and for the State of -LA A, 5S Xr- 14USF-•[TS
Notary Public My commission Expires: N9RiL 5 0030
COMMotvXALTH OF MASSACHUSEITS
My Commission Expires
April 5, 2030
FIif
..
Assignment Page 2 of
CONSENT TO ASSIGNMENT
The City of Fort Worth consents to the assignment of ASG Technologies Group, Inc
("Assignor") to Rocket Software, Inc. ("Assignee"), of all its rights, title, and obligation owing
and all funds due or to become due to Assignor under PSK 21258/CSCO 44586 as long as all
terms required of Assignor in said contracts are met by Assignee.
CITY OF FORT WORTH
Jun 3, 2024
Department Dik�-
ector Date
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Assistant City Manager Date
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ATTESTED BY: p��,�.o *�
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�.- Jun 4, 2024
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.
Jun 3 2024
Steven Vandever (Jun 3, 2024 12:04 CDT) 7
Employee Signature/Date
Senior IT Manager
Title
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Assignment Page 3 of
DocuSign Envelope ID: D4995C33-2D16-4CE9-A140-8954ECOA6528
Rocket Software
Global Headquarters
W
Rocket'software 77 Fourth Avenue
W Itham, MA 02451 USA
tb US: +1 781 577 4323
ROCKET SOFTWARE, INC.
CERTIFICATE OF THE ASSISTANT SECRETARY
The undersigned hereby certifies that he is the duly elected, qualified and acting Assistant Secretary of
Rocket Software, Inc., a Delaware corporation (the "Company"), and pursuant to the bylaws of the Company,
the Assistant Secretary has possession of the corporate records of the Company, including but not limited to all
the records of the meetings of the Company's stockholders and directors, and is duly empowered to certify the
following matters in this certificate:
• ASG Technologies Group, Inc. ("ASG"), a Delaware corporation with registration number
2086547, is wholly -owned by Rocket Software, Inc., a Delaware corporation with a
registration number 3506913 which is the ASG's sole stockholder.
• ASG changed its name to Rocket Software Technologies, Inc. on March 1, 2023.
IN WITNESS WHEREOF, the undersigned certifies to the above as of September 6, 2023.
DocuSigned
^^by: '^I J1
84-a-BB@298�4,4�...
Matthew L. Vittiglio, Assistant Secretary
Delaware Page
The First State
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES:
"BCPE ROVER MERGER SUB, INC.", A DELAWARE CORPORATION,
WITH AND INTO "ROCKET SOFTWARE, INC." UNDER THE NAME OF
"ROCKET SOFTWARE, INC.", A CORPORATION ORGANIZED AND EXISTING
UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED
IN THIS OFFICE ON THE TWENTY—EIGHTH DAY OF NOVEMBER, A.D. 2018,
AT 10:56 O'CLOCK A.M.
3506913 8100M
SR420213975110
J�MnY kC�,'St; : arp of Sta1r
Authentication: 204863774
Date: 12-03-21
You may verify this certificate online at corp.delaware.gov/authver.shtml
State of Delaware
EXECUTION VERSION
Secretary of State
Division of Corporations
Delivered 10:56 AM 11/28/2018
FILED 10:56 AM Ill2812018
SR 20187839511 - FileNnmber 3506913
CERTIFICATE OF MERGER
m
BCPE ROVER MERGER SUB, INC.
(a Delaware corporation)
into
ROCKET SOFTWARE, INC.
(a Delaware corporation)
Pursuant to Section 251 of the General Corporation Law of the State of Delaware (the
"DGCL"), the undersigned corporation does hereby certify that:
FIRST: The names and states of incorporation of each of the constituent entities which
are to merge are as follows:
Name
BCPE Rover Merger Sub, Inc.
Rocket Software, Inc.
Jurisdiction of Incorporation
Delaware
Delaware
SECOND: An Agreement and Plan of Merger, dated as of October 7, 2018, by and
among BCPE Rover Buyer, Inc., a Delaware corporation, BCPE Rover Merger Sub, Inc., a
Delaware corporation (the "Disappearing Corporation"), Rocket Software, Inc., a Delaware
corporation, and CSC Shareholder Services LLC (the "Merger Agreement"), has been approved,
adapted, certified, executed and acknowledged by each of the constituent entities in accordance
with the laws of the State of Delaware.
THIRD: The name of the company surviving the merger is Rocket Software, Inc., a
Delaware corporation (the "Survlvin Corporation").
FOURTH: The certificate of incorporation of the Surviving Corporation shall be
amended in its entirety to read as set forth on Exhibit A attached hereto and made a part hereof.
FIFTH: The merger shall become effective upon the filing of this Certificate of Merger
with the Secretary of State of the State of Delaware.
SIXTH: The executed Merger Agreement between the aforesaid constituent entities is
on file at the office of the Surviving Corporation at 77 41h Avenue, Waltham, MA 02451.
SEVENTH: A copy of the Merger Agreement will be provided, upon request and
without cost, to any stockholder of the Surviving Corporation or stockholder of the Disappearing
Corporation.
IN WITNESS WHEREOF, the Surviving Corporation has caused this Certificate of
Merger to be executed in its corporate name this 28th day cif November 2018.
ROCKET SOFTWARE, INC.
By:
Name: Andrew J. Yo rd s
Title. Chief Executive f-ficer
[Signature Page to Certificate of Merger]
CERTIFICATE OF INCORPORATION
MI
ROCKET SOFTWARE, INC.
ARTICLE ONE
The name of the corporation is Rocket Software, Inc. (hereinafter called the
"Corporation").
ARTICLE TWO
The address of the Corporation's registered office in the State of Delaware is 4001
Kennett Pike, Suite 302, in the City of Wilmington, New Castle County, Delaware 19807. The
name of its registered agent at such address is Maples Fiduciary Services (Delaware) Inc.
ARTICLE THREE
The nature of the business or purposes to be conducted or promoted is to engage
in any lawful act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.
ARTICLE FOUR
The total number of shares of stock which the Corporation has authority to issue
is 1,000 shares of Common Stock, with a par value of $0.01 per share.
ARTICLE FIVE
The Corporation is to have perpetual existence.
ARTICLE SIX
In furtherance and not in limitation of the powers conferred by statute, the board
of directors of the Corporation is expressly authorized to make, alter or repeal the by-laws of the
Corporation.
ARTICLE SEVEN
Meetings of stockholders may be held within or without the State of Delaware, as
the by-laws of the Corporation may provide. The books of the Corporation may be kept outside
the State of Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the Corporation. Election of directors need not be by
written ballot unless the by-laws of the Corporation so provide.
ARTICLE EIGHT
To the fullest extent permitted by the General Corporation Law of the State of
Delaware as the same exists or may hereafter be amended, a director of this Corporation shall not
be liable to the Corporation or its stockholders for monetary damages for a breach of fiduciary
duty as a director. Any repeal or modification of this ARTICLE EIGHT shall not adversely
affect any right or protection of a director of the Corporation existing at the time of such repeal
or modification.
ARTICLE NINE
The Corporation expressly elects not to be governed by Section 203 of the
General Corporation Law of the State of Delaware.
ARTICLE TEN
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 herein
and by the laws of the State of Delaware, and all rights conferred upon stockholders herein are
granted subject to this reservation.
ARTICLE ELEVEN
To the maximum extent permitted from time to time under the law of the State of
Delaware, the Corporation renounces any interest or expectancy of the Corporation in, or in
being offered an opportunity to participate in, business opportunities that are from time to time
presented to its officers, directors or stockholders, other than those officers, directors or
stockholders who are employees of the Corporation. No amendment or repeal of this ARTICLE
ELEVEN shall apply to or have any effect on the liability or alleged liability of any officer,
director or stockholder of the Corporation for or with respect to any opportunities of which such
officer, director, or stockholder becomes aware prior to such amendment or repeal.
Form W111111111119Request for Taxpayer Give fora[ to the
(Rev. October2ote) Identification Number and Certification requester. Do not
Oapartment of lheTnasury send to the IRS.
dnternal Revenua Service 10, Go to www.irtr.gov/FoffnM for instructions and the latest Information.
1 Name (as shown on your income tax realm). Name Is required on this line: do not leave this line blank.
Rocket Software, Inc.
2 Business name/disregarded entity name, if different from above
a'
�
3 Checkappropriate box for federal lax classficalion of the person whose name is entered an line 1. Check only one of the
4 Exemptions (Codes apply only to
following seven boxes,
certain entities. not individuals: see
❑ indiviidua!Isote proprietor or 21 C Corporation ❑ S Corporation ❑ Partnership ❑ Trust/estate
instructions on page 3):
single-membor LLC
Exempt payee code (d any) 5
0
❑ Limited liability company. Enter the tax classification (C~C corporation, S=S corporation, P=Partnership) ►
p
Notes Check the appropriate box in the line above for the tax classification of the single -member owner. Ca not check
Exemption from FATCA reporting
9
LLC if the LLC is classified as a single-membor LLC that is disregarded from the owner unless the owner of the LLC is
LLC that is from the for U.S. tax
code (if any)
a
another not disregarded owner federal purposes, Otherwise, a single -member LI.0 that
4
Is disregarded from the owner should check the appropriate box for the tax classification of its owner.
m
❑ Other (roe inst=tions)►
rKsWAmacwvxtMW7b..iwcsoemeusl
5 Address (number, street, and apt. or suite no.) See Instructions. Requester's name and address (optional)
77 Fourth Avenue
B City, state, and ZIP code
Waltham. MA 02451
T List account number(s) here (optional}
EN nit -0 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 f
backup withholding. For individuals, this Isgenerally your social security number (SSN).However,for a
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 Now to get a
VN, later. or
Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and I Employer Wentiflcallon number
Number To Give the Requester for guideMes on whose number to enter, jj 1
MO4 —I 3I 0 9I0 8 0I0
'ka Certification 1
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 exemptfrom 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 coda(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 notrf€ed 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,
aoquisiton 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 I signature or ld14aJ
Here U.S. person ►
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.9ov1FcrmW9.
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 ([TIN), 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)
rate[. /ate
• Form 1099-QN (dividends, including those from stocks or mutual
funds)
• Form 1099-MISC (various types of income, prizes, awards, or gross
proceeds)
• Form 109943 (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 1099 (home mortgage interest), 109E-E (student loan interest),
1098-T (tuition)
• Form 1099-0 (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.
It you do not return Form W/--9 to the requester with a TfN, you might
be subject to backup withholding. See What is backup withholding,
later.
Cat. No. 10231X Form W-9 (Rev. 10-20181