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Home My WebLink AboutContract 60221-CA1CITY OF FORT WORTH ASSIGNMENT CSC No. 60221-CAl For value received DEC-North Texas, LLC ("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 60221 (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 transmi d by facsimile or e-,;mail, and any such signature shall have the same legal effect as an orig· 1. Dated the __f1l!!._ day of __._-----N:.............:��-2024. Assignment By: Print: Title: Gannett Fleming, Inc. (Assignee) By: Print: James S. Nevada Title: Chief Financial Officer Page1of3 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 DEC-North Texas, LLC ("Assignor"), and that (s)he executed this document for th puiposes and consideration contained herein. 0 DEC-North T as, LC � By: Print: Nick kai Title: Chief pera i� fiicer SUBSCRIBED TO before me on this 12th day of November, 2024. • `��a►uuuuiu��,�� .��` � �Y NN ''�•. ,��`��Gj� • �RY P ��q e �� , � : 0�� U !i• � � ��'� ��"� ��'•z �:G: =�': ;r- � Notary Public in and for the State of � ��t 4- _ * : �'�, �� ; c My commission Expires: �� _3 - n `;� � . .*, 9 �%�-% � 3�06 1� �(j,4j.``� /��''�A,��4 ��23��2��`'�� 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, Inc. By: Print: James S. Nevada Title: Chief Financial Officer SUBSCRIBED TO before me on this 12th day of November, 2024. Notaiy Public in and for the State of My commission Expires: Assigmnent Page 2 of3 CITY OF FORT WORTH ASSIGNMENT For value received DEC-North Texas, LLC ("Assignor"}, hereby assigns to Gannett Fleming, Inc. ("Assignee"}, a11 of its righ� title and interest in and to any and a11 sums of money now due ar to become due from the City of Fort Worth to Assignor under CSCO 60221 (the LLContracts"� and Assignee agrees to assume and perform a11 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. 1Vo modification of any pravision of this Assignment shall be effective uriless in writing and signed by Assignor and Assignee. This Assignment shall inure ta the benefit of and be binding upon Assignor and Assignee and their respective successors and assigns. This Assignment sha11 be governed by the terms of the original Contracts between Assignar and various ather entities and the City of Fart Worth and the laws of the State of Te�as, withaut application of principles of conflicts of law. This Assignment may be executed in ane ar more counterparts each of which sha11 be deemed an original but a11 of which together sha11 constitute one and the same instrument. Signed signature pages may be transmitted by facsimile or e-mail, and any such signature sha11 have the same legal effect as an original. Dated the day of 2024. DEC-North Texas, LLC (Assignor} By: Print: Nick Bokaie Tit1e: Chief Operating Officer Gannett Fleming, Inc. (Assign ��' By: Print: Tit1e: Assignment Page 1 0£3 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 DEC-North Texas, LLC ("Assignor"), and that (s)he executed this document for the purposes and consideration contained herein. DEC-North Texas, LLC 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 12�` day of November 2024, personally appeared James S. Nevada, who acknowledged to me that (s)he is the Chief Financial Off�icer 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. Nev c Title: Chief Financial SUBSCRIBED TO before me on this 12th day of November 2024. Commonwealth ol Pertnaylvenia - Notary Seal Lea Ann 3chmolze, Notary Puhlic cumt�erlanecounty Notary Pub ic in and far the Mycommissian exp[ras February 2�, 2p25 Commasaionnurqber12T464q Commonwealth of Pennsylvania MemDer,PennaytvaNaAssocietionolNolaries My commission Expires: February 20, 2025 Assignment Page2 of3 CONSENT TO ASSIGNMENT The City of Fort Worth consents to the assignment of DEC-North Texas, LLC ("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 60221 as long as all terms required of Assignor in said contracts are met by Assignee. CITY OF FORT WORTH �«� ristopherHrcler(DK 9, 2024 09:13 CST) Dec 9, 2024 Date Dec 10, 2024 Assistant City Manager Date ATTESTED BY: rA� Dec 10, 2024 Jannette Goodall, City Secretary Date APPROVED AS TO FORM AND LEGALITY: 1� City ofF01t Worth Assistant City Attorney Contract Compliance Manager: By si gning I acknowledge that I am the person responsible for the monitoring and administration of thi s contract, including ensuring all performance and reporting requirements. Dec 9, 2024 Employee Signature/Date Professional Engineer Title Assignrn ent Page 3 of3 Gannett Fleming Corporate Headquarters 207 Senate Avenue Camp Hill, PA 17011 P 717.763.7211 |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 beenfully 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 DECas 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 talentwe 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 | 2 Counsel by e-mail at ndames@gfnet.com or by telephone 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 Gannett Fleming, Inc. Michel Maksoud R. Daven Oswalt Chief Executive Officer 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) | 3 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. Agreement Name Effective Date Standard Agreement for Professional Services City Project No. 100258 September 26, 2016 Standard Agreement for Engineering Related Professional Services City Project No. 103122 July 21, 2021 Standard Agreement for Engineering Related Professional Services City Project No. 104243 December 15, 2022 Standard Agreement for General Professional Services City Project No. 104035 January 9, 2023 Standard Agreement for Engineering Related Professional Services City Project No. 104909 October 6, 2023 ACCEPTED AND AGREED City of Fort Worth __________________________________ By: Fo�, W'9 Request for Taxpayer (Rev. March 2024) Identification Number and Certification DepartmentottheTreasury Go to www.irs.gov/FormW9for instructions and the latest information. � Internal Revenue Service Before you begin. For guidance related to the purpose of Form W-9, see Purpose of Form, below. co d m a 0 ai e ao �'' c�i O � y y CS a � w C1 m yQ a> ris Give form to the requester. Do not send to the IRS. 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�ndividual 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; ❑ Individual/sole proprietor XQ C corporation � S corporation � Partneiship ❑ TrusVestate see instructions on page 3): ❑ LLC. Enter the tax classification (C = C corporation, S= S corporation, P= Pattnership) . Exempt payee code (if any) 5 Nate: Check the "LLC" box above and, in the entry space, enter the appropriate code (C, S, or P) for the tax classification of the LLC, unless it is a disregarded entity. A disregarded entity should instead check the appropriate Exemption from Foreign Account Tax box for the tax classification of its owner. Compliance Act (FATCA) reporting ❑ Other (see instructions) code (if any) 3b If on line 3a you checked "Partnership" or "Trust/estate," or checked "LLC" and entered "P" as its tax classification, and you are providing this form to a partnership, trust, or estate in which you have an ownership interest, check (APAlies to accounts maintained this box if you have any foreign partners, owners, or beneficiaries. See instructions . , , , � oufslde !he United States.J 5 Address (number, street, and apt. or suite no.). See instructions. 207 Senate Avenue 6 Ciry, state, and 21P code Camp Hill, PA 17011-2316 7 List account number(s) here (optional) Requester's name and address (optional) rer ldentification Number 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. Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waking for a number to be issued to me); and 2. I 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. I am a U.S. ckizen 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 cumently subject to backup withholding because you have failed to report all interest and di�ridends on your tax retum. 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 Signatureof �� %�� '�` Here u.s. person /�� 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/FormW9. 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. 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 Form W-9 (Rev. 3-2024) ISA Corporations Section P.O.Box 13697 Austin, Texas 78711-3697 ,� �� 4 �� g� '�^' - r� a�% �C` ,, Office of the Secretary of State Certifcate of Fact Jane Nelson Secretary of State 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. � ► � ��;�� ' � K�� - y�g 1�� 1�.-- �'' .� `�� 1 ��I ��n� �+�� , �� ; Jane Nelson Secretary of State Come visit us on the internet at https://www. sos. texas.gov/ Phone: (512) 463-5555 FaY: (512) 463-5709 Dial: 7-1-1 for Relay Services Preparedby: SOS-WEB TID: 10264 Document: 1382313960003