HomeMy WebLinkAboutContract 56061-CA1CSC No. 56061-CAl
CITY OF FORT WORTH
ASSIGNMENT
For value received DE Corp. ("Assignor"), hereby assigns to Gannett Fleming, 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 56061 (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 11,02 A day of �Ly 2024.
DE Corp.
(Assignor)
By:
Print: gicip
Title: Chi f
Gannett Fleming, Inc.
(Assignee)
By:
Print: James S. Nevada
Title: Chief Financial Officer
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Assignment Page 1 of 3
NOTARY ACKNOWLEDGEMENT
On the 12th day of November 2024, personally appeared Nick Bokaie, who
acknowledged to me that (s)he is the Chief Operatin Officer of DE Corp. ("Assignor"), and that
(s)he executed this document for the purposes and clsideration contained herein.
DE Corp. . a
By:
Print: Nick
Title: Ch of O er ' g O er
SUBSCRIBED TO before me on this 12th day of
LYNAI
�5..-�P ilh, 0 's
YQ. 2 . G - Notary Public in and for the State of ' TP Xc, 6
•r ' My commission Expires: / 02/2�j
• -
s
4�FOF'��+ti' ��
0q' 23+20�`��� NOTARY ACKNOWLEDGEMENT
m
On the 12th day of November 2024, personally appeared James S. Nevada, who
acknowledged to me that (s)he is the Chief Financial Officer of Gannett Fleming, Inc.
("Assignee"), and that (s)he executed this document for the purposes and consideration
contained herein.
Gannett Fleming, Inc.
By:
Print: James S. Nevada
Title: Chief Financial Officer
SUBSCRIBED TO before me on this 12th day of November, 2024.
Notary Public in and for the State of
My commission Expires:
Assignment Page 2 of
CITY OF FORT WORTH
ASSIGNMENT
For value received DE Corp. ("Assignor"), hereby assigns to Gannett Fleming, 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 56061 (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 2024.
DE Corp.
(Assignor)
By:
Print: Nick Bokaie
Title: Chief Operating Officer
Gannett Fleming, Inc.
(Assignee)
By:
Print: James Neva .
Title: Chief Financial Officer
Assignment Page 1 of3
NOTARY ACKNOWLEDGEMENT
On the 12th day of November 2024, personally appeared Nick Bokaie, who
acknowledged to me that (s)he is the Chief Operating Officer of DE Corp. ("Assignor"), and that
(s)he executed this document for the purposes and consideration contained herein.
DE Corp.
By:
Print: Nick Bokaie
Title: Chief Operating Officer
SUBSCRIBED TO before me on this 12th day of November, 2024.
Notary Public in and for the State of
My commission Expires:
NOTARY ACKNOWLEDGEMENT
On the 12th day of November 2024, personally appeared James S. Nevada, who
acknowledged to me that (s)he is the Chief Financial Officer of Gannett Fleming, Inc.
("Assignee"), and that (s)he executed this document for the purposes and consideration
contained herein.
Gannett Fleming, I
By:
Print: James S. N
Title: Chief Finat
SUBSCRIBED TO before me on this 12th day of November 2024.
Commonwealth of Pennsylvania - Notary Seat
Lea Ann 3chmolze, Notary Public
Cumberiand County
My commission expires February 20, 2026
Commission number 1274844
Member, Pennsylvania Association of Notaries
Notary Pub c in and for the
Commonwealth of Pennsylvania
My commission Expires: February 20, 2025
Assignment Page 2 of3
CONSENT TO ASSIGNMENT
The City of Fort Worth consents to the assignment of DE Corp. ("Assignor") to Gannett
Fleming, Inc. ("Assignee"), of all its rights, title, and obligation owing and all funds due or to
become due to Assignor under CSCO 56061 as long as all terms required of Assignor in said
contracts are met by Assignee.
CITY OF FORT WORTH
ChKstoighor Hat der Nov
20, 2024
Christopher Harder (Nov 20, 202413:20 CST)
Department Director
Date
Nov 20, 2024
Witharn Johnson (N v20,202413:52CST)
Assistant City Manager
Date
p ,6.ovvnnb
FORr�aa oF00000 a
oo���-►dd
a ��
ATTESTED BY:
Qdn
nE�pSgda
Nov 20, 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.
Nov 20, 2024
Employee Signature/Date
Project Manager
Title
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Assignment Page 3 of
D IC
GANNETT Gannett Fleming Corporate Headquarters
APARTOF � FLEMING 207 Senate Avenue
Camp Hill, PA 17011
P 717.763.7211 1 F 717.763.8150
gannettfleming.com
Via E-mail Only
July 25, 2024
City of Fort Worth
New City Hall
100 Fort Worth Trail
Fort Worth, Texas 76102
FTW-ERP-Vendor-MGMT@fortworthtexas.gov
RE: Request for Consent to Assignment of Agreements
Dear Ladies/Gentlemen:
Effective March 11, 2024, Gannett Fleming, Inc. ("Gannett Fleming") purchased a one hundred percent
(100%) ownership interest in DE Corp., and its related limited liability companies, including DEC- North
Texas, LLC ("DEC'). As of July 1st, DEC's operations have been fully integrated into Gannett Fleming's and,
as a result, we are requesting consent to the assignment of the active contracts between the City of Fort
Worth and DEC as set forth on page 3 of this letter (the "Agreements). Gannett Fleming agrees to be bound
by and to perform the Agreements in accordance with the conditions contained therein, and assumes all
obligations and liabilities of, and all claims against, DEC under the Agreements as if Gannett Fleming was
the original party to the Agreements.
Gannett Fleming is an architecture, engineering, and construction firm partnering closely with our clients
on some of the toughest challenges facing our communities today. We offer comprehensive infrastructure
solutions to a wide range of markets, including transportation, life sciences, water resources, education,
industrial, federal, power, and energy. Founded in 1915, we are the employer of choice for 3,000+ of the
best and brightest in the industry. With a focus on making the built environment safer, as well as more
resilient and sustainable, our clients seek us out for our experience and prefer us for our personal service,
innovation, and creative minds. Gannett Fleming has been providing services to the transportation and
water resources markets in Texas for decades, but the acquisition of DEC broadens Gannett Fleming's
presence in the state through the roots established by DE Corp. in its nearly 80-year history. While we are
excited about the additional services and talent we may have available to support our valued clients as a
result of the transaction, the individuals performing services on your ongoing projects will remain
unchanged.
If you have any questions regarding the transaction, or require any additional information about Gannett
Fleming in order to process this request, please do not hesitate to contact Nikki Dames, Senior Corporate
D I=L&J*�CGANNETT
APARTOF FLEMING
Counsel by e-mail at ndames@gfnet.com or byte lep hone at (518) 441-7569.Otherwise, if you consent to
the assignment, please sign on page 3 below and return a PDF copy to Nikki by e-mail.
Sincerely,
DEC
6 WIJ4�
Michel Maksoud
Chief Executive Officer
Gannett Fleming, Inc.
R. Daven Oswalt
Executive Director, WE&E & Exec. VP
cc (via e-mail): Fanta Kaba, P.E., PTOE (Fanta.Kaba@fortworthtexas.gov)
Anthony Sholola, P.E. (Anthony.Sholola@fortworthtexas.gov)
Christian Cardona, P.E. (Christian.cardona@fortworthtexas.gov)
Gregory Robbins, P.E. (Gregory.Robbins@fortworthtexas.gov)
Walter P. Norwood, P.E. (Walter.Norwood@fortworthtexas.gov)
Clayton M Torrance, P.E. (Clayton.Torrance@fortworthtexas.gov)
Lissette Acevedo, P.E., PTOE, PMP (lissette.acevedo@fortworthtexas.org)
D ImL&J*�CGANNETT
APARTOF FLEMING
CONSENT TO ASSIGNMENT
City of Fort Worth hereby consents to the assignment of the agreement(s) identified below from DEC to
Gannett Fleming, Inc., effective July 1, 2024.
Effective Date
Standard Agreement for Professional Services September 26, 2016
City Project No. 100258
Standard Agreement for Engineering Related Professional July 21, 2021
Services
City Project No. 103122
Standard Agreement for Engineering Related Professional
Services
City Project No. 104243
Standard Agreement for General Professional Services
City Project No. 104035
Standard Agreement for Engineering Related Professional
Services
City Project No. 104909
ACCEPTED AND AGREED
City of Fort Worth
By:
December 15, 2022
January 9, 2023
October 6, 2023
13
Form
Request for Taxpayer Give form to the
(Rev. March 2024) Identification Number and Certification requester. Do not
Department of the Treasury Go to www.irs.gov/FormW9for instructions and the latest information. send to the IRS.
Internal Revenue Service
Before you begin. For guidance related to the purpose of Form W-9, see Purpose of Form, below.
1 Name of entity/individual. An entry is required. (For a sole proprietor or disregarded entity, enter the owner's name on line 1, and enter the business/disregarded
entity's name on line 2.)
Gannett Fleming, Inc.
2 Business name/disregarded entity name, if different from above.
3a Check the appropriate box for federal tax classification of the entity/individual whose name is entered on line 1. Check
4 Exemptions (codes apply only to
only one of the following seven boxes.
certain entities, not individuals;
0-
c
❑ Individuaysole proprietor X❑ C corporation ❑ S corporation ❑ Partnership ❑ Trust/estate
see instructions on page 3):
0
e
❑ LLC. Enter the tax classification (C = C corporation, S = S corporation, P = Partnership)
Exempt payee code (if any) 5
ai
c °
u
_
Note: Check the "LLC" box above and, in the entry space, enter the appropriate code (C, S, or P) for the tax
from
O
classification of the LLC, unless it is a disregarded entity. A disregarded entity should instead check the appropriate
box for the tax classification of its owner.
Exemption Foreign Account Tax
Compliance Act (FATCA) reporting
C❑
Other (see instructions)
code (if any)
ao
w
I
3b If on line 3a you checked "Partnership" or "Trustlestate," or checked "LLC" and entered "P" as its tax classification,
(Applies to accounts maintained
O
and you are providing this form to a partnership, trust, or estate in which you have an ownership interest, check
outside the United States.)
y
this box if you have any foreign partners, owners, or beneficiaries. See instructions . . . ❑
5 Address (number, street, and apt. or suite no.). See instructions. Requester's name and address (optional)
c(Qv)
207 Senate Avenue
6 City, state, and ZIP code
Camp Hill, PA 17011-2316
7 List account numbers) here (optional)
N"M 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
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 or
TIN, later.
Employer identification number
Note: If the account is in more than one name, see the instructions for line 1. See also What Name and
Number To Give the Requester for guidelines on whose number to enter. 125-1613591
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 4e Date 6/ 2 8/ 2 0 2 4
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/FormIN9.
What's New
Line 3a has been modified to clarify how a disregarded entity completes
this line. An LLC that is a disregarded entity should check the
appropriate box for the tax classification of its owner. Otherwise, it
should check the "LLC" box and enter its appropriate tax classification.
ISA
New line 3b has been added to this form. A flow -through entity is
required to complete this line to indicate that it has direct or indirect
foreign partners, owners, or beneficiaries when it provides the Form W-9
to another flow -through entity in which it has an ownership interest. This
change is intended to provide a flow -through entity with information
regarding the status of its indirect foreign partners, owners, or
beneficiaries, so that it can satisfy any applicable reporting
requirements. For example, a partnership that has any indirect foreign
partners may be required to complete Schedules K-2 and K-3. See the
Partnership Instructions for Schedules K-2 and K-3 (Form 1065).
Purpose of Form
An individual or entity (Form W-9 requester) who is required to file an
information return with the I RS is giving you this form because they
Form W-9 (Rev. 3-2024)
Corporations Section �� g 0 Jane Nelson
P.O.Box 13697 �,�� Secretary of State
Austin, Texas 78711-3697 `
Office of the Secretary of State
Certificate of Fact
The undersigned, as Secretary of State of Texas, does hereby certify that the document, Application
For Certificate Of Authority for GANNETT FLEMING, INC. (file number 8209206), a DELAWARE,
USA, Foreign For -Profit Corporation, was filed in this office on November 10, 1989.
It is further certified that the entity status in Texas is in existence.
In testimony whereof, I have hereunto signed my name
officially and caused to be impressed hereon the Seal of
State at my office in Austin, Texas on July 16, 2024.
r�ki
� A
A�
0
JJane Nelson
.�.__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: SOS -WEB TID: 10264 Document: 1382313960003