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Home My WebLink AboutContract 28214-CA1CSC No. 28214-CA1 NOTARY ACKNOWLEDGEMENT t h day of - -'-"-' '--Cf-----2025, personally appeared AV It ho acknowledged to me th t (s)he is the Chief Operating Officer of Sa etyCo , Inc(" ssignor"), and that (s)he executed this document for the purposes and consideration contained herein. SafetyCom, u-1c---/ By: Print: J \e Title: Chief Op rating Officer SUBSCRIBED TO before me on this sQ K day of ::h-0 \)()..,n , 2025. KRISTIN SHADID Notary Public-Arkan s as Pulaski county Notary Public in and for the State of=+ _::,_ __ My Comm i s sion Expires 02-01-2028 • , , My commission Expires: a._ ' - Os:) c.-l,;;;;;;;-,iiciij; o iiiii m ;;miiijj; i s�s ;;;;; i o ;n ;;; # ;;;;; l .;27;;;; 0 iiii; 3 :; 3 7;;;;3 .... �r 4- NOTARY ACKNOWLEDGEMENT+1' On the dg day of ::f Q..n tJ..a.f)t 2025, personally appeared :\<Ml ft.]) jXO(') -, who acknowledged to me hat (s)he is the Chief Financial Officer of Mobile Communications America, Inc. ("Assignee"), and that (s)he executed this document for the purposes and consideration contained herein. ;bile Co ca erica,Inc. Print: Kari Dixon � Title: Chief Financial Officer SUBSCRIBED TO before me on this at1hday of OJ\U{).[l/ , 2025. Assignment Page2of3 CONSENT TO ASSIGNMENT The City of Fort Worth consents to the assignment of SafetyCom, Inc. ("Assignor") to Mobile Communications America, Inc. ("Assignee"), of all its rights, title, and obligation owing and all funds due or to become due to Assignor under CSCO 28214 as long as all terms required of Assignor in said contracts are met by Assignee. CITY OF FORT WORTH �.�� James Davis (Feb 3, 2025 13:31 CST) Department Director Dqvrq Bu�ciHdoff Dana Burghdoff (Feb 3, 025 13:56 CST) Assistant City Manager d4U4pn 4 FORT�aa � aF00000 d° �� a �o9-�dd l.g PVo g'=d ATTESTED BY: �°d °°� °° �� o � an� aeza5dpp ��.�,�� J� .�� Jannette Goodall, City Secretary APPROVED AS TO FORM AND LEGALITY: �� City of Fort Worth Assistant City Attorney Contract Compliance Manager: Feb 3, 2025 Date Feb 3, 2025 Date Feb 3, 2025 Date By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reportmg requirements. � Feb 3, 2025 Employee Signature/Date Purchasing Manager T�tle OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Assignment Page 3 of 3 Farm �� Request fvr Taxpayer Give farm to the [Re�. March2a24y fdentification Number and Certificatinn requester. Qo not �epartment of the Treasury send to the 1R5. Inlernal Re�enue SeNioe �o to www.irs.govlFormW9 for instructivns and the latest information. Before you begin. For guidan�e related tv the pur 1 Naine pt entitylindividual. An entry is required c:ni�tv"s narne on line 2.} ri m rn � a 0 ti C ao �'' c�"�i O � .. y c � � � � .� � N m m N �ose nf Farm W-9, see Pur pf Form, �eiow. [Fpr a sole proprietor or disregarded entity, enter the owner's name on line 1, and enter the bUsinessldisregarped BI�E CQMMl1NICA�tDNS AMERICA, I1VC. Bvsiness name.�disregarded entity name. if different from aho�e. 3a Check the appropriate tsox far federal tax classification af the entity�ndividual wrtose name is entered on line f, Che�k ❑nly pne oF the follawing se�en hoxes. � Inaividuallsale proprieior �J C corporaFion � S �orporation ❑ Partnership � Trustlestate ❑ I.CC. Enter the tax classifi�ation (C • C corporation, 5= 5 corporalian, P= Parinersnipj . Note: Check the"LLC" box at�ove ana, in the entry space. enter the appropriate code (C, 5, ar Pj for ihe !ax classification of the LLC. unless it is a disregardea entity. A disregarded entity should instead che�k the appropnate 6ox for the tax classiiicatifln ot its owner. ❑ Other �see instruc[io�sy 34 I` an line 3a you checked "Partnership" ar "TrusUestate," or checked "LLC" and entered "P" as its tax cfassifi�ation. and you are provFding this form to a partnership, trust, or estate in whicn you have an ov+nership interest, check lliis 6ox if you have any fareign partners, owners, or heneficiaries. See instructions . . . ❑ 4 Exemptions (codes apply anly tv certain entities, not indi�iduafs; see instructions on page 3y: Exempt payee �ode �if any} Exemption From Foreign Account Tax Compfiance Act (FA7CAy reporting eocse �if anyy {Applres [o accounts marnfained ou[side [he IJnitedStates.j 5 Address {num6er, street, and apt. or suite no.j. See ir�stru�tians. j Requester's name and aadress ioptionalj 935 N CHURCH 5T, SUITE 310 REMIT Tn ADDRESS: f fi City, state, and ZIP coce RTANBl1RG, 5C 293a6-5938 PD 60x 1458. CHARLOTTE. NC 28209 7 List account number{s} here {optional] Taxpaver ldentification Number (TIN Enter yflur TIN ir� the appropriate box. The TIN pro�ided must mat�h the name gi�en on line 1 to avoid Social seeurity number 6ackup withholding. For indi�iduafs, this is generally yaur social security number {SSNj. Howe�er, for a � m Y� resident aiien, sale prflprietar, ar tiisregarded entity, see the instructians for Part I, later. For other entities, it is your employer identification number {EIN). If you do not have a number, see Haw to get a Or TIN.later. Employer identifi�ation numper Note: If the account is in mare than one name, see the instructions for line 1. See also What Name and Num6er Ta Give the Requester for guidelines on whose number ta enter. 4 fi — 3 3 2 5 8 6 i Certification Llnder penalties of perjury, I �ertify that: 1. The num�er shawn on this form is my carrect taxpayar identification number [or I am waiting for a numl�er ta be issued ta me]; and 2. I am not supject to backup withholding because {a] I am exempt �ram hackup withho[ding, or [t�} I have not peen notified hy the Internal Re�enue Service (IFiSj that 1 am subject to backup withholding as a result of a failure to repnrt all interest or di�idends, or [c} the IRS has natified me that I am no longer suhject tq 6ackup withholding; and 3. I am a 11.5. citizen or other U.S. person [defined below}; and 4. The FATCA code{s} entered on this foim [if any} indicating that I am exempt frdm FATCA reparting is corre�t. Certification instru�tions. You must �ross out item P aba�e if you have been notified �y ths IR5 that you are currently subject to baokup withholding because you ha�e failed ta rspart all inierest and di�idends on your tax retum. Far real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or a6andnnment of secured property, cancellatkon af debt, cantributions tv an indi�idual retirement arrangement {IRA}, and, generally, payments other than interest and di�idends, you are not repuired to siqn the �ertifi�atifln, 6ut yau must pra�ide your oorrect TI�1. 5ee the instru�tians #or Part 11, kater. $I�n Signature of Here U.S, person� General Ins�u�tians 5e�tion references are tv the Internal Re�enue Cade unless otherwise nated. Future de�elapments. For the latest infarmation about developments related to Form W-9 and its instructions, su�h as legislation ena�ted after they were published, go ta www.irs.gavlFQrmW3. What's New Line 3a has been madified to cfarify how a disregarded entity campietes this line. An LLC that is a disregarded entity sh�uld cheok the appropriate bax fvr the tax classification of its owner. Otherwise, it shouEd check the "LLC" t�ox and enter its appropriate tax �iassificatian. pate Atew line 34 has heen added ta this form. A fiaw-through entity is required to compEete this line to in[iicate that it has direct or indirect fQreign par#ners, awners, or benefi�iaries when it pro�idas the Form W-S tq another floav-through entity in which it has an ownership interest. This change is intended ta pro�ide a flaw-through entity with information regarding the status of its indirect foreign parfners, owners, ar beneficiaries, so that it can satisfy any applica6le reporting requirements. Far example, a partnership that has any indirect fflreign partnsrs may t�e required to camplete 5chedules K-2 and f(-3. See the Partnership Instructions for 5chedules K-2 and K-3 [Form 1065J. Purpase a# Form An indi�iduaE or entity [Fvrm W-9 requester} who is required to fiEe an informatian return with the iRS is gi�ing you this farm because they Cat. Na. 10�31x Form VII-� �Rev. 3-2�?_aj Farm W-9 {Rev 3-2024} Pag� �' must obtain yaur carre�t taxpayer identificatian num6er (iiNy, which may be your social security num6er {SSfJ], individual taxpayer identiiication numher {ITINJ, adoption taxpayer identification num�er {AiIN}, or employer identificatian number (EIN}, 1fl repart on an infarmation �eturn the amount paid to you, or other amount reporta6le ❑n an information return. Examples of infarmation returns inciude, but are nat limited to, the fflllowing. • Form 1699-INT [interest earned or paidj. • Form 1099-bIV {di�idends, including those #rom stooks Qr mutual funds}. • Form 1099-MISC {�ariaus types af incame, prizes, awards, or gross p�oceeds}. ■ Form 1099-NEC [nonemplvyee compensationj. • Farm 1099-8 {stock ar mutual fund sales and �ertain other transa�tions by hrakers}. • Form 1099-5 iProceeds from real estate transactions}. • Form 1099-K (merchant card and third-party ne#work transactionsj. • Form 1098 [hame mortgage interestj, 1098-E {student Ioan interestJ, and iq98-T (tuitionJ. ■ Farm 1099-G {�anceled debt]. • Form ]099-A {acquisition or abandonment af secured prqpertyj. LJse Form W-9 only if yau are a LJ.S. person [including a resident alien}, to provide yaur correct TIN. Caution: if yvu dvn't return Form W-9 to the requester with a 71fV. yau might be subje�t ta foackup withhoEding. 5ee Whar is 6ackup wrthholdrng. IaFer. By signing the filled-out tarm, you' 1. Certify that the TIN you aie giving is correct tor you are waiting for a number to be issued]; Certify that you are not suhject to 6ackup withholding; ar 3. Claim exemption from ba�kup withholding if you are a L1.5. exempt payee; and a. Certify to yvur non-foreign status far purpases of withhQlding under chapter 3 or 4 of the Gode [if applicahleJ; and 5. CertiFy that FATGA codef.s] entered on this form {if any} indi�ating #hat you are exempt from the FATGA reporting is �orrect. 5ee What Is FATCA Repor[rng, later, for further information. Note: If you are a L}.S. person and a requester gi�es you a fQrm other than Form W-9 ta reques# your i4N, you must use the requester's form if it is substantiaily similarta this Form W-9. Definition of a U.S. person. Far federal tax purposes, you are considered a U.S. persan if yau are: ■ An individual who is a U.S. citizen or U.S. resident alien; • A partnership, �arporation, company, pr assaoiation �reated or arganized in the iJnited 5tates ar under the faws of the Llnited States; • An estate (ather than a foreign estafeJ; or ■ R damestic trust {as defin�d in Regulations section 3a1.1701-7}. Esta6lishing LI.S. status tor qurpqses o# chaQter 3 and �hapter 4 withholding. Payments made to foreign persons, incEuding certain distriautions, a�lacations af in�ome, or transfers of sales praceeds, may be subject to withhalding under chapter 3 or chapter 4 af the Cafe {sections 1441-1474j. lfnder those rules, if a Farm W-9 or ather certificatifln of nqn-foreign stat�s has not been reaei�ed, a withhalding agent, transferee, or partnership {payor] generally applies prasumption rules that may require the payor ta withhald applicahle tax fram the recipient, owner, transferor, pr partner {payeej. 5ee Puh. 5]5, Withhalding af Tax an Nonresident Aliens and Foreign Entitfes. 7he following pe�sons must pro�ide Form W-9 ta the payar far purposes of esta5lishing its nbn-fbreign stalus. • In the case ot a disregarded entity with a L1.5. awner, the L1.S. owner af the disregarded entity and not the disregarded entity. • In the case of a grantor trust with a�1.5. grantor or other C1.5. awner, generally, the L1.5. grantor or other L1.5. owner af the grantor trust and not the grantor trust. • In the case Qf a LJ.S. trust �other than a grantor trust], the U.S. irust and not the beneficiaries af the trust. 5ee Pub. 5i 5 for more infQrmation an providing a Form W-9 or a ❑ertification of non-foreign status ta a�oid withhalding. Foreign person. If you are a foreign persan or the L1.5. branch af a foreign bank that has elected ta 4e treated as a L1.5. person (under Regulations section 1.14�1-t[bj{2}{ivj or qther applicab€e section for �hapter 3 or 4 purposes}, do nat use Form W-9. Instead, use the appropriate Form W-8 ar Form 8233 {see Pub. 5i 5]. If you are a qusliSied foreign pension fund under Regulations sectipn 1.897{I}-1{d}, or a partnership fhat is whoily owned hy qualified foreign pensiqn funds. that is treated as a non-foreign person for purposes af sectian 14h5 withhalding, do not use Form W-9. Instead, use Form W-B�JCP [or other certification of non-foreign status}. Nonresident alien who be�omes a resident alien. GeneraEly, only a nonresident alien individual may use the terms of a tax treaty ta reduce or eliminate LJ.S. tax an certain types af income. Howe�er, mast tax treaties contain a pro�ision known as a saving �lause. Exceptions specified in the saving clause may permit an exemption fram tax to �antinue far certain types of in�ome even after the payee has atherwise �ecome a U.S. resident alien tor tax purpases. If yau are a U.S. resident alien who is reEying on an axception contained in the saving cEause of a tax treaty ta claim an exemption from U.S. tax on certain types of incame, you must attach a statement to Form W-9 that specifies the fallowing five items. 1. The treaty country. Generally, this must he the same treaty under which you claimed exemption from tax as a nanresicient alien. P. 7he treaty article addressing the income. 3. The ar#icfe number (or locatianJ in [he tax treaty that �ontains the sa�ing clause and its ex�eptions. 4. The type and amount of income that qualifies for the exemp#ion from tax. 5. Sufti�ien# facts to justify the exemption from tax under the terms of the treaty article. Fxample. Article 20 bf the U.S.-China income tax treaty al�ows an exemption from tax for scholarship income recei�ed by a Chinese student temporarily present in the United 5tates. Under L1.5. law, this student will be�ome a resident alien for tax purposes if their stay in the United 5tates exoeeds 5 calendar years. Howe�er, paragraph 2 0# the fi�st Protacol ta the U.S.-China treaty {dated Aprii 3�, 1984j allows ihe pro�isions of Articfe �0 Fo continue to apply even after the Chinese student hecames a resident alien ot the United States. A Chinese student who qualifies for this exception {under paragraph 2 of the first Protacolj and is relying on this exception to claim an exemption fram tax ❑n their s�holarship qr fellowship income would attach tfl Farm W-9 a stalement that in�ludes the information described abo�e to support #hat exemptian. If you are a nonresident alien or a foreign enYity, gk�e the requester ihe appropriafe completed Fflrm W-S or Form 8233. 6ackup Withhvlding What is backup withholding? Persons making certain payments !o yau must under cer[ain canditions withhald and pay !a the IR5 24% of such payments. This is called "ba�kup withhqlding." Payments that may be subject ta backup withholding include, but are nat limited to, interest, tax-exempi interest, di�idends, hroker and barter exchange transactions, rents, rqyalties, nonempEoyee pay, payments made in settlement of payment card and third-party network transa�tions, and certain payments from fishing boat operatars. Real estate transactiors are not subject to aackup withholding. You wil! not foe subject to backup withholding on payments you re�e+ve if you gi�e the requester your cor�ect TIN, make the proper certifi�ations, and report all your taxabie interest and di�idends on your tax return. Payments you receive will he subjeot to 6ackup withholding if: 1. Yvu da not furnish your Tl�! to the requester; 2. You do not oertify your TIN when required {see the instru�tions for Part II for details}; 3. The IRS teEls the requester that yqu furnished an incorreot TIN; 4. The IR5 tells yau that yau are subject to backup withhalding k�ecause you did not repart all your interest and di�idends on your tax return [for repartable interest and di�idends anlyy; ar 5. You do not certify ta the requester that yqu are nat subject ta backup withholding, as descrihed in item 4 under "By signing the filled- aut Form" abo�e {for reportable interest and di�idend a�caunts apenad after 1983 onlyj. January 22 , 2025 The City of Fort Worth Office of the City Manager 1000 Throckmorton St. Fort Worth, TX 76102 Re: Request for Consent to Assignment To Whom it May Concern: Reference is made to that certain Contract for an Electronic, Radio Controlled, Outdoor Siren Warning System, dated November 19, 2002, as amended (the "A�reement"), by and between The City of Fort Worth, a Texas home-rule municipal corporation (the "Citv") and SafetyCom, Inc., an Arkansas corporation ("Safet.�"). SafetyCom intends to enter into an Asset Purchase Agreement by and among SafetyCom, the shareholders of SafetyCom and Mobile Communications America, Inc., a Delaware corporation (`Buver"), whereby SafetyCom will sell substantially all of its assets to Buyer (the "Transaction"). Pursuant to Section 9 of the Agreement, we hereby notify you of the Transaction and we request through execution of this letter. (i) your consent to the Transaction; (ii) your acknowledgement and agreement that the Transaction will not result in a breach, default, modification, or termination of the Agreement; and (iii) your waiver of any otherwise applicable notice, consent, modification or termination provisions under the Agreement arising from the Transaction. Following the completion of the Transaction, the Agreement will remain in full force and effect, on the same terms and conditions as prior to the completion thereof. Please sign this letter below to signify your consent and return it to David Miller at dbmiller@safetycom.com. If you have any questions, please direct them to Chris Travis, attorney for SafetyCom, at travis@gill-law.com. We would appreciate your response to this matter as soon as possible. Very Respectfully, SafetyCom, Inc. � By: � �-- Name: �vid Miller Title: President The undersigned hereby consents to the Transaction and the conditions set forth herein. THE CITY OF FORT WORTH: By: _ Name: Title: 4896-6828-1618, v. 1 0 � 0 J O .� v o m °� c� o � V m o a O U � N � � � N G .. u] � N LL y � �+] Q � m n] �o � � � a _ N d � _ FAy n ,�i'�' S u u c c w a ww LL N N .� O � N ti m �n � ti � N � � M W`y O ry C Q o ��Zm � V 'C � o ¢ ¢ M � N � r�p o � � '� � U N 'c u] U E u �' � Ot � � �1 �1 � ¢ � d � N N � Z L � � ��VjZ O Q c = c LL O .. 0 w � �N � � ❑ Z C � � O � � LL Z m �. v�, � �' c O �c �Q ' � 9 [A.. � o��'"" EL _ m�ma -"C O m i0 L .V � O i0 LL O LL� Z Q LL-' � LL❑ 4 a N �� ^ �� N F- �x ti� dw� a � �[ `m m y ❑ E d C 0