HomeMy WebLinkAboutContract 58224-CA1CSC No. 58224-CAl
CITY OF FORT WORTH
ASSIGNMENT
For value received Gear Cleaning Solutions, LLC ("Assignor"), hereby assigns to Fire-
Dex GW, LLC ("Assignee"), alI 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 58224
(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 +T14 day of t10 V t i VQ,± ;�Z, 2024.
Gear Cleaning Solutions, LLC
(Assignor)
7
By -
Print:
Title: Chief Operating Officer
Fire -lax PG'V,V, LLC
By:
Print. �il� A -
Title. f Financial Officer
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Assignment Page I of
NOTARY ACKNOWLEDGEMENT
O the 4'� day of 00"e,( 2024, personally appeared
S4, le,
i ), v P,.- , who acknowledged to me that (s)he is the Chief Operating Officer of Gear
Cleaning Solutions, LLC ("Assignor"), and that (s)he executed this document for the purposes
and consideration contained herein.
Gear Cle igozSolutions, LLC
By:
Title: Chief Operating Officer
SUBSCRIBED TO before me on this �h day of O £1V G') 61?f , 2024.
rr IVELIZABETH HOLECEK v
Notary puhiic e
ublic in and for the State of U�1Lv
State of Ohio
M Comm. Expires My commission Expires: Z-IZ[ f Zq
`.. _ y fires
February 21, 2029
w x,a
NOTARY ACKNOWLEDGEMENT
On the day of d U q w � C, 2024, personally appeared
bW (i"0-- , who acknowledged to me that (s)he is the Chief Financial Officer of
Fire-Dex GW, LLC ("Assignee"), and that (s)he executed this document for the purposes and
consideration contained herein.
Fir -De W, LLC
By:
Prin
Title. of Financial Officer
SUBSCRIBED TO before me on this day of ��;�VP M% , 2024.
41 A
ELIZABETH HOLECEK
M
Notary Public
a o
State of Ohio
r b ?
Yoti
My Comm. Expires
o`
February 21, 2029
N yilblic in and tor the §tatp of Ohio
My commission Expires: �4 Im
Assignment Page 2 of 3
CONSENT TO ASSIGNMENT
The City of Fort Worth consents to the assignment of Gear Cleaning Solutions, LLC
("Assignor") to Fire-Dex GW, LLC ("Assignee"), of all its rights, title, and obligation owing and
all funds due or to become due to Assignor under CSCO 58224 as long as all terms required of
Assignor in said contracts are met by Assignee.
CITY OF FORT WORTH
Nov 14, 2024
James Davis (Nov 14, 2024 07:55 CST)
Department Director
Date
�
Nov 17, 2024
Dana Burghdoff (No 7, 2024dt-42 CST)
Assistant City Manager
Date
p4aonq
EORT�add
oo�dd
0
ATTESTED BY: p° 000 d
000o
aan nEXA?oAp
Nov 18, 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.
4�1 Nov 11, 2024
Employee Signature/Date
Fire Purchasing Manager
Title
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Assignment Page 3 of 3
GEARA6WASH
Fire®Dex
November 5, 2024
City of Fort Worth
Attn: Tracy Walter
100 Fort Worth Trail
Fort Worth, TX 76102
Subject: Notification of Company Change Due to Acquisition
Dear Ms. Walter,
I hope this message finds you well. I am writing to inform you of an important update regarding your
contractual agreement #58224-111.
As of October 18, 2024, Gear Cleaning Solutions, LLC has been acquired by Fire-Dex GW, LLC dba Gear
Wash. Consequently, all rights, responsibilities, and obligations under the existing contract will be
transferred to Fire-Dex GW, LLC.
Please note that the terms and conditions of the contract remain unchanged, and Fire-Dex GW, LLC will
continue to honor all commitments made by Gear Cleaning Solutions. We assure you that this transition
will be seamless and will not affect the quality of service or our ongoing collaboration.
Should you have any questions or require further information, please do not hesitate to contact me
directly.
Sincerely,
Jackie Dobro
Director of Sales Operations
Jackiedobro@firedex.com
(330) 427-8453
CONTACT HUMAN RESOURCES
9 780 South Progress Drive, Medina, Ohio 44256 1 ,f 330-723-0000 1 r• hr@firedex.com
Corporations Section � E p
P.O.Box 13697 °'� F a
Austin, Texas 78711-3697
Office of the Secretary of State
October 25, 2024
Attn: CT CORPORATION SYSTEM
CT Corporation System
701 Brazos Street, Ste. 720
Austin, TX 78701 USA
RE: Fire-Dex GW, LLC
File Number: 805760867
Jane Nelson
Secretary of State
It has been our pleasure to file the application for registration and issue the enclosed certificate of
filing evidencing the authority of the foreign limited liability company (llc) to transact business in
Texas.
Unless exempted, the foreign entity is subject to state tax laws, including franchise tax laws. Shortly,
the Comptroller of Public Accounts will be contacting the entity at its registered office for information
that will assist the Comptroller in setting up the franchise tax account for the foreign entity.
Information about franchise tax, and contact information for the Comptroller's office, is available on
their web site at httbs://window.state.tx.us/taxinfo/franchise/index.html.
The registered foreign entity is not required to file annual reports with the Secretary of State. An
application for amended registration must be filed with the Secretary of State if the foreign entity
changes its name, changes the purposes to be pursued in Texas, or changes the assumed name it
elected to use on its application for registration. It is important for the foreign entity to continuously
maintain a registered agent and office in Texas. Failure to maintain an agent or office or file a change
to the information in Texas may result in the revocation of the entity's registration by the Secretary of
State.
If we can be of further service at any time, please let us know.
Sincerely,
Corporations Section
Business & Public Filings Division
(512) 463-5555
Enclosure
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: Annie Cooper TID: 10292 Document: 1417138420003
Corporations Section �� E O
P.O.Box 13697
Austin, Texas 78711-3697 `
Jane Nelson
Secretary of State
Office of the Secretary of State
CERTIFICATE OF FILING
OF
Fire-Dex GW, LLC
File Number: 805760867
The undersigned, as Secretary of State of Texas, hereby certifies that an Application for Registration for
the above named Foreign Limited Liability Company (LLC) to transact business in this State has been
received in this office and has been found to conform to the applicable provisions of law.
ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the authority vested in the
secretary by law, hereby issues this certificate evidencing the authority of the entity to transact business in
this State from and after the effective date shown below for the purpose or purposes set forth in the
application under the name of
Fire-Dex GW, LLC
The issuance of this certificate does not authorize the use of a name in this state in violation of the rights
of another under the federal Trademark Act of 1946, the Texas trademark law, the Assumed Business or
Professional Name Act, or the common law.
Dated: 10/24/2024
Effective: 10/24/2024
Jane 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: Annie Cooper TID: 10308 Document: 1417138420003
Filing#:805760867 Document#:1417138420003 Filed On 10/24/2024 received by Upload
Form 304
(Revised 05111)
Submit in duplicate to:
Secretary of State
P.O. Box 13697
Austin, TX 78711-3697
512 463-5555
FAX: 5121463-5709
Filing Fee: $750
Application for
Registration
of a Foreign Limited
Liability Company
This space reserved for office use.
The entity is a foreign limited liability company. The name of the entity is:
Fire-Dex GW, LLC
Provide lire full legal name of the entity as stated in the entity's formarion document in its jurisdiction offormadon.
2A. The name of the entity in its jurisdiction of formation does not contain the word "limited liability
company" or "limited company" (or an abbreviation thereof). The name of the entity with the word or
abbreviation that it elects to add for use in Texas is:
2B. The entity name is not available in Texas. The assumed name under which the entity will qualify
and transact business in Texas is:
The assumed name must include an acceptable organizational identfer or an aoccepled abbreviation of one of these terms.
3. Its federal employer identification number is: 84-2645138
❑ Federal employer identification number information is not available at this time.
4. 1t is organized under the law$ of: (set forth state or foreign country) Ohio
and the date of its formation in that jurisdiction is: 07/17/2019
nlndd u""
5. As of the date of filing, the undersigned certifies that the foreign limited liability company
currently exists as a valid limited liability company under the laws of the jurisdiction of its formation.
6. The purpose or purposes of the limited liability company that it proposes to pursue in the
transaction of business in Texas are set forth below.
Any lawful business or activity under the law of this state
The entity also certifies that it is authorized to pursue such stated purpose or purposes in the state or
country under which it is organized.
7. The date on which the foreign entity intends to transact business in Texas, or the date on which the:
foreign entity first transacted business in Texas is: 10/18/2024
mvvad yp late fees may apply (see rrutructions).
8. The principal office address of the limited liability company is:
780 South Progress Dr. p Medina OH USA 44256
Address City Stale Country ZWPostal Code
Form 304 b
TX0 BOC- 11177a0i3 Wo11aa Kk-wonline
Complete item 9A or 9B. but not both. Complete item 9C.
® 9A. The registered agent is an organization (cannot be entity named above) by the name Of.
C T Corporation System
OR
❑ 9B. The registered agent is an individual resident of the state whose name is:
First Nance W, IAU Name S4,h
9C. The business address of the registered agent and the registered office address is:
1999 Bryan St. Suite 900 Dallas TX 75201-3136
Street Address C-ity Stare rip Code
10. The entity hereby appoints the Secretary of State of Texas as its agent for service of process under
the circumstances set forth in sections 5.251 of the Texas Business Organizations Code.
11. The name and address of each governing person is:
]NAME AND ADDRESS OF GOVERNING PERSON (Enter the name of either an individual or as ol'w =ion, but alas both.)
IF INDIVIDUAL
See attached list,
First Name ,141. Last NOW Suffl-
OR
IF ORGANIZATION
Organization Name
Street or Mailing Address City State Carmtry Zip Code
NAME AND ADDRESS OF GOVERNING PERSON (Entertht name of aitheran individual wan organization, but not bath.)'
IF INDIVIDUAL
First Name Atif I. bast Name Suffix
OR
IF ORGANIZATION
Organization Name
Street or Mailing Address City State Country Zip Code
NAME AND ADDRESS OF GOVERNING PERSON (Enter the name iof either an individual or an organization, but not bath.)
IF INDIVIDUAL
First Nance M.l.
DR
IF ORGANIZATION
organiz ation►r Name
1 Street or ,tfaifing address City
Form 304
Last Name Suffix
7
State Country .Zia Code
Tx46300C-tIrz=13WolowKknwo im
Supplemental Provisionsnnfonnation
Text Area: [The attached addendum. if any. is incorporated herein by reference.]
Effectiveness of Filing (Select either A, B, or C.)
A_ X❑ This document becomes effective when the document is filed by the secretary of state.
B. ❑ This document becomes effective at a later date, which is not more than ninety (90) days from
the date of signing. The delayed effective date is:
C. ❑ This document takes effect upon the occurrence of a future event or fact, other than the
passage of time, The 901h day after the date of signing is:
The following event or fact will cause the document to take effect in the manner described below:
Execution
The undersigned affirms that the person designated as registered agent has consented to the
appointment. The undersigned signs this document subject to the penalties imposed by law for the
submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the
undersigned is authorized under the provisions of law governing the entity to execute the filing
instrument.
Date: 10/24/2024
Fonn 304
Tkns re of authorized person (see instructhons]
Taylor Burke Gilman
Printed or typed name of auttmrized person.
8
TXOfiM pC • i V27MD Web= Kluwer Onow
Form 304-Application for Registration of Foreign Limited Liability Company for:
Fire-Dex G W, LLC
Question #11--Governing Persons:
Name
William M. Burke
Steve Allison
Taylor Burke Gilman
David Liana
John Karban
James D. Kraus
Title
Address
Chairman, Manager
780 S. Progress Dr.
Medina, Ohio 44256
Chief Executive Officer
780 S. Progress Dr.
Medina, Ohio 44256
President
780 S. Progress Dr.
Medina, Ohio 44256
Vice President of Finance, Chief
780 S. Progress Dr.
Financial Officer, Treasurer
Medina, Ohio 44256
Vice President of Operations
780 S. Progress Dr.
Medina, Ohio 44256
Secretary
780 S. Progress Dr.
Medina, Ohio 44256
Form W=9 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.gov1FormW9 for 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.)
Fire-Dex Inc.
2 Business name/disregarded entity name, if different from above.
Fire-Dex GW, LLC
c6
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
0
only one of the following seven boxes.
certain entities, not individuals;
0-
C
❑ Individual/sole proprietor ❑ C corporation ❑✓ S corporation ❑ Partnership ❑ Trust/estate
see instructions on page 3):
0
_
❑ LLC. Enter the tax classification (C = C corporation, S = S corporation, P = Partnership)
Exempt payee code (if any)
a o
Note: Check the "LLC" box above and, in the entry space, enter the appropriate code (C, S, or P) for the tax
Exemption from Foreign Account Tax
classification of the LLC, unless it is a disregarded entity. A disregarded entity should instead check the appropriate
box for its
o
the tax classification of owner.
Compliance Act (FATCA) reporting
❑ Other (see instructions)
code (if any)
ao
y=
S
3b If on line 3a you checked "Partnership" or "Trust/estate," or checked "LLC" and entered "P" as its tax classification,
(Applies to accounts maintained
y
and you are providing this form to a partnership, trust, or estate in which you have an ownership interest, check
outside the United States.)
ythis
box if you have any foreign partners, owners, or beneficiaries. See instructions . . . . . . . . . ❑
ia)
5 Address (number, street, and apt. or suite no.). See instructions. Requester's name and address (optional)
780 S. Progress Drive
6 City, state, and ZIP code
Medina, OH 44256
7 List account number(s) here (optional)
Fire-Dex GW, LLC FEIN 84-2645138
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 How 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. M34 - 1 3 9 2 6 5 5
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 n �Q�i 711t"i a&al
Here U.S. person i"�
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.gov1F6rmW9.
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.
Date 6/3/2024
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 IRS is giving you this form because they
Cat. No. 10231 X Form W-9 (Rev. 3-2024)
Docusign Envelope ID: B254551A-9748-4099-ABB1-5184570430CD
BILL OF SALE
For good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Gear Cleaning Solutions, LLC ( "Seller"), effective as of the date hereof, hereby
sells, assigns, conveys, transfers, and delivers to Fire-Dex GW, LLC, an Ohio limited liability
company ("Buyer"), all of Seller's right, title, and interest in and to the Acquired Assets, as defined
in that certain Agreement for Purchase of Assets entered into as of October 18, 2024] (the
"Agreement") by and among Seller, Buyer, and the Owner (as defined in the Agreement). This
Bill of Sale is being executed and delivered in accordance with the Agreement and must be
interpreted consistently therewith. Specifically, but without limitation, Seller covenants that title
to the Acquired Assets is being conveyed in accordance with the provisions of Sections 1.1 and
7.2(i) of the Agreement.
Seller has duly executed this Bill of Sale effective as of October 18, 2024.
BUYER:
Fire-Dex GW, LLC
By: S{t kva awsm,
Name: Steve Allison
Title: President
SELLER:
Gear Cleaning Solutions, LLC
By:
Name: Rick Johnson
Its: President
4894-9155-5800, v. 3
Docusign Envelope ID: 5833E907-EBE3-4189-A78F-OE5BD2BAEF09
BILL OF SALE
For good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Gear Cleaning Solutions, LLC ( "Seller"), effective as of the date hereof, hereby
sells, assigns, conveys, transfers, and delivers to Fire-Dex GW, LLC, an Ohio limited liability
company ("Buyer"), all of Seller's right, title, and interest in and to the Acquired Assets, as defined
in that certain Agreement for Purchase of Assets entered into as of October 18, 2024] (the
"Agreement") by and among Seller, Buyer, and the Owner (as defined in the Agreement). This
Bill of Sale is being executed and delivered in accordance with the Agreement and must be
interpreted consistently therewith. Specifically, but without limitation, Seller covenants that title
to the Acquired Assets is being conveyed in accordance with the provisions of Sections 1.1 and
7.2(i) of the Agreement.
Seller has duly executed this Bill of Sale effective as of October 18, 2024.
BUYER:
Fire-Dex GW, LLC
By:
Name: Steve Allison
Title: President
SELLER:
Gear Cleaning Solutions, LLC
By: K& ,,b6,sm&
Name: Rick Johnson
Its: President
4894-9155-5800, v. 3