HomeMy WebLinkAboutContract 28214-CA1 (3)CSC No. 28214-CA1
CITY OF FORT WORTH
ASSIGNMENT
For value received SafetyCom, Inc. ("Assignor"), hereby assigns to Mobile
Communications America, 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 28214 (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 O day of J O r\V.O i (! 2025.
SafetyCom, In
(AWgnor)---
B
Print: � ���
Title: Chief pe ting Officer
Mobile Communications America, Inc.
(Assignee)
By: A —
Print: Kari Dixon
Title: Chief Financial Officer
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Assignment Page 1 of
NOTARIY-ACKNOWLEDGEMENT
the Q t h day of _ f . _1 fJ�4f_�' 2025, personally appeared
netyCo
�!..ho acknowledged to me that (s)he is the Chief Operating Officer of
Sa Inc'(" ssignor"), and that (s)he executed this document for the purposes and
consideration contained herein.
SafetyCom, ir, - - By:
Print: J e
Title: ChiefOp rating Officer
SUBSCRIBED TO before me on this day of .. V\).� �2025.
ift9TIN SHADID S
Notary Public-Arkans as -
Pulaski county Notary Public in and for the Statg 0f_
My Comm, ssionExpires 02-01-2028 M commission
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NOTARY ACKNOWLEDGEMENT
+if On the dg day o f ...
. f0.. n t J .. a . f) t 2025, personally appeared
.11 ! X O who acknowledged to meh at (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 Coca erica, Inc.
Print: Kari Dixon A
Title: ChiPfFinancial Dfficex
SUBSCRIBED TO before me on this a t 1 h d a v of 0V V 0. / U �2025.
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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
Feb 3, 2025
James Davis (Feb 3, 202513:31 CST)
Department Director Date
Dgyrg BuL4�G7doff Feb 3, 2025
Dana Burghdoff (Feb 3, 02513:56 CST)
Assistant City Manager Date
4.Op40p4��
fORr�a°o
aFa ° 9 D
Pvo o=d
ATTESTED BY:
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.AR.CJ=.a�c�' p454p0'
�`� Feb 3, 2025
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.
4q Feb 3, 2025
Employee Signature/Date
Purchasing Manager
Title
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Assignment Page 3 of
Form WW9 Request for Taxpayer Give form to the
(Rev. March 2024) Identification Number and Certification requester. Do not
Department Revenue
n e Treasury Go to in,)µ, i ovlFormlN9 for instructions and the latest information. send to the IRS.
Internal Revenue Service 9
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 sale proprietor or disregarded entity, enter the owner's name online 1, and enter the business/disregarded
entity's name on line 2.)
MOBILE COMMUNICATIONS AMERICA, INC.
2 Business nameldisregarded entity name, if different from above.
3a Check the appropriate box for federal tax classification of the entityfndlvldual whose name Is entered on line 1. Check 4 Exemptions (cad es apply only to
only one of the foI[owl ng seven boxes. certain entities, not individuate;
❑Individual/sole proprietor C corporation see instructions on page 3):
p p ' ❑ rp ❑ 5 corporation ❑ Partnership ❑ Trust/estate
❑ LLC. Enter the tax classification (C = C corporation, S = S corporation, P = Partnership) Exempt payee code (Il any) 5
Note: 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 fort he tax classification of its owner. Compliance Act (FATCA) reporting
❑ Other (see instructions) code (if any)
3b If on line 3a you checked "Partnership" or "TrusVestate, " or checked "LLC" and entered "P" as its tax classification, (Appires to accounts maintained
and you are providing this form to a partnership, trust, or estate in which you have an ownership interest, check outside the United States.)
this box if you have any foreign partners, owners, or beneficiaries. See instructions . . . . . . . . . ❑
5 Address (number, street, and apt, or suite noJ. See instructions.
135 N CHURCH ST, SUITE 310 REMIT TO ADDRESS:
6 City, state, and ZIP code
SPARTANBURG, 5C 29306-5138 PO BOX 1458, CHARLOTTE, NC 28201
7 List account number(s) here (optional)
Taxpayer Identification Number (TIN)
Requester's name and address (optional)
Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid I Social security number
backup withholding. For individuals, this is generally your social security number (SSN), However, for a f I m
resident alien, sole proprietor, cr disregarded entity, see the instructions for Part I, later. For other
entities, it is your employer identification number (ElN). If you d❑ 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, M46 - 13 3 2 5 6
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. I am not subject to backup withholding because (a) I am exempt from backup withholding, a (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 1 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 ccde(s) ant ored 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 ret um. 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 a, 5 (r, o, f
Signature U.S. person a M � p f- Date I �'10 / ] 4General Ins uctlQn$ New line 3b has been added to this form. A flow -through entity is
Here
re wired to corn let- this line to indicate that it has direct or indirect
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 w ww. irs. go vlForm W9.
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.
4 f}
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 10E5).
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. 10231X Form W-9 (Rev. 3-2024)
Form W-9 (Rev. 3-2024)
must obtain your correct taxpayer identification number (TIN), which
may be your social security number (SSN), individual taxpayer
identification number (IT IN), 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).
• Form 1099-DIV (dividends, including those from stocks or mutual
funds).
• Form 1099-MISC (various types of income, prizes, awards, or gross
proceeds).
■ Form 1099-NEC (nonemplcyee compensation).
• Form 1099-B (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 1098 (home mortgage interest), 1098-E (student Ica interest),
and 1098-T (tuition).
• Form 1099-C (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.
Caution: If you don't retum Form W-9 to the requester with a TIN, you
might be subject to backup withholding. See What is backup
withholding, later.
By aigning the fiIled -out farm, ycu:
1. Certify that the TIN you are giving is correct (or you are waiting for a
number to be issued);
2. Certify that you are not subject to backup withholding; a
3. Claim exemption from backup withholding if you are a U.S. exempt
payee; and
4. Certify to your non -foreign status for purposes of withholding under
chapter 3 or 4 of the Code (if applicable); and
5. Certify that FATCA code(s) entered on this form (if any) indicating
that you are exempt from the FATCA reporting is correct. See What is
FATCA Reporting, later, for further information.
Nate: If you are a U.S. person and a requester gives you a form other
than Form W-9 to request your TIN, you must use the requester's form if
it is substantially similar to this Form W-9.
Definition of a U.S. person. For federal tax purposes, you are
considered a U.S. person if you are:
• An individual who is a U.S. citizen or U.S. resident alien;
■ A partnership, corporation, company, or association created or
organized in the United States or under the laws of the United States;
• An estate (other than a foreign estate); or
• A domestic trust (as defined in Regulations section 301.7701-7).
Establishing U.S. status for purposes of chapter 3 and chapter 4
withholding. Payments made to foreign persons, including certain
distributions, allocations of income, or transfers of sales proceeds, may
be subject to withholding under chapter 3 or chapter 4 of the Code
(sections 1441-1474). Under those rules, if a Form W-9 or other
certification of non -foreign status has not been received, a withholding
agent, transferee, or partnership (payor) generally applies presumption
rules that may require the payor to withhold applicable tax from the
recipient, owner, transferor, or partner (payee). See Pub, 515,
Withholding of Tax cn Nonresident Aliens and Foreign Entities.
The fallowing persons must provide Form W-9 to the payor for
purposes of establishing its non -foreign status.
• In the case of a disregarded entity with a U.S. owner, the U.S. owner
of the disregarded entity and not the disregarded entity.
• In the case of a grantor trust with a U.S. grantor or other U.S. owner,
generally, the U.S. grantor or other U.S. owner of the grantor trust and
not the grantor trust.
■ In the case of a U.S. trust (other than a grantor trust), the U.S. trust
and not the beneficiaries of the trust.
See Pub. 515 for more information on providing a Form W-9 or a
certification of noriAoreign status to avoid withholding.
page 2
Foreign person. If you are a foreign person cr the U.S. branch of a
foreign bank that has elected to be treated as a U.S. person [under
Regulations section 1. 1441 -1 (b)(2) (iv) or other applicable sectien for
chapter 3 or 4 purposes), do not use Form W-9. Instead, use the
appropriate Form W-8 or Form 8233 (see Pub. 515). If you are a
qualified foreign pension fund under Regulations section 1. 8970)- 1 (d), or
a partnership that is wholly owned by qualified foreign pension funds,
that is treated as a non -foreign person for purposes of section 1445
withholding, do not use Form W-9. Instead, use Form W-8EXP (or other
certification of non -foreign status).
Nonresident alien who becomes a resident alien. Generally, only a
nonresident alien individual may use the terms of a tax treaty to reduce
a eliminate U.S. tax on certain types of income. However, most tax
treaties contain a provision known as a saving clause. Exceptions
specified in the saving clause may permit an exemption from tax to
continue for certain types of income even after the payee has otherwise
become a U.S. resident alien for tax purposes.
If you are a U.S. resident alien who is relying on an exception
contained in the saving clause of a tax treaty to claim an exemption
from U.S. tax on certain types of income, you must attach a statement
to Form W-9 that specifies the following five items.
1. The treaty country. Generally, this must be the same treaty under
which you claimed exemption from tax as a nonresident alien.
2. The treaty article addressing the income.
3. The article number (or location) in the tax treaty that contains the
saving clause and its exceptions.
4. The type and amount of income that qualifies for the exemption
from tax.
5. Sufficient facts to justify the exemption from tax under the terms of
the treaty article.
Example. Article 20 of the U.S.-China income tax treaty allows an
exemption from tax for scholarship income received by a Chinese
student temporarily present in the United States. Under U.S. law, this
student will become a resident alien for tax purposes if their stay in the
United States exceeds 5 calendar years. However, paragraph 2 of the
first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the
provisions of Article 20 to continue to apply even after the Chinese
student becomes a resident alien of the United States. A Chinese
student who qualifies for this exception (under paragraph 2 of the first
Prot ocalj and is relying on this exception to claim an exemption from tax
on their scholarship or fellowship income would attach to Form W-9 a
statement that includes the information described above to support that
exemption.
If you are a nonresident alien or a foreign entity, give the requester the
appropriate completed Form W-8 or Form 8233.
Backup Withholding
What is backup withholding? Persons mailing certain payments to you
must under certain conditions withhold and pay to the IRS 24% of such
payments. This is called "backup withholding." Payments that may be
subject to backup withholding include, but are not limited to, interest,
tax-exempt interest, dividends, broker and barter exchange
transactions, rents, royalties, nonemployee pay, payments made in
settlement of payment card and third -party network transactions, and
certain payments from fishing boat operators. Real estate transactions
are not subject to backup withholding.
You will not be subject to backup withholding on payments you receive
if you give the requester your correct TIN, make the proper certifications,
and report all your taxable interest and dividends on your tax return.
Payments you receive will be subject to backup withholding &
1. You do nut furnish your TIN to the requester;
2. You do not certify your TIN when required (see the instructions for
Part 11 for details);
3. The IRS tells the requester that you furnished an incorrect TIN;
4. The IRS tells you that you are subject to backup withholding
because you did not report all your interest and dividends on your tax
return (for reportable interest and dividends only); or
5. You do not certify to the requester that you are not subject to
backup withholding, as described in item 4 under "By signing the fiiled-
out form" above (for reportable interest and dividend accounts opened
after 1983 only).
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 "Agreement"), by and between The City of
Fort Worth, a Texas home -rule municipal corporation (the "City") and SafetyCom, Inc., an Arkansas
corporation ("SafetvCom").
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 (`Bum"),
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. vi`d 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
UCC Business Organizations Trademarks Account HelpfFees Briefcase Logc,:t
BUSINES S ORGANIZATIONS INQUIRY -VIEW ENTITY
Filing Number: 802485115 Entity Type: Foreign Far -Profit Corporation
Original Date of Filing: June 2L 2016 Entity Status: In existence
Formation Date:
NIA
TaxIU:
32U60839779
Name:
Mobile Communications America, Inc
Address:
135 IN Church St., Suite 310
Spartanburg, SC 29306 USA
Fictitious Name_
N/A
Jurisdiction:
DE, USA
Foreign Formation
August 1, 2013
Date:
REGISTEREDAGENT
FEIN: 463325861
Rarre
Caporafioe Se—e Cornpany dMa CSC-Lawyem Ixogp Ming Service Company
Order I Return to Search
WMES. 'AHA13E",SSUMED NAMED
Address Irsctive Fete
211 E. 7th Street. Suite 620
Audi., TX 737013136 USA