HomeMy WebLinkAboutContract 53502-CA1CSC No. 53502-CA1
CITY OF FORT WORTH
ASSIGNMENT
For value received Hartwell Environmental Corporation ("Assignor"), hereby assigns to
DXP Enterprises, 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 53502
(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 _2K __ _ day of_J&UG r 2025.
J1 Hartwell E iro entn' rporation
(Assign)
By:
Print: �44MAE SP/cHEie
Title: Chief Operating Officer
DXP Enterprises, Inc.
(Assignee)
1�
By:
Print: T Yam -
Title: Chief Financial Officer
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Assignment Paget of3
NOTARY ACKNOWLEDGEMENT
On the .2-P i`� day of ,1-e.h v la 0, Y 4 2025, personally appeared
ana,(-2vJ So'� c.1ht.twho acknowledged to me than (s)he is the Chief Operating Officer of
Hartwell Environmental Corporation ("Assignor"), and that (s)he executed this document for the
purposes and consideration contained herein.
Hartwelanvir menta C r 'on
By:
Print: /4AvlDA VSCA:e*occ,
Title: Chief Operating Officer
SUBSCRIBED TO before me on this 2 8� day of FP.bv�.n (;N v-1 , 2025.
KRISTEN ASTURIAS
Notary 10 #132295763 Notar Public n and the State of
f110 I My Commission Expires - 5' Pbliid for STP GAS
December 31. 2027 My commission Expires: n2-1
i
NOTARY ACKNOWLEDGEMENT
On the 2�" day of fetr4 vti 2025, personally appeared
who acknowledged to me that (s)he is the Chief Financial Officer of
DXP Enterprises, Inc.("Assignee"), and that (s)he executed this document for the purposes and
consideration contained herein.
DXP Enterp7is � C.
By:
Print: iv- Y�
Title: Chief Financial Officer
SUBSCRIBED TO before me on this 2- �' day of PiONavu , 2025.
i
, 4)"
Notary ublic in and for the State of
My commission Expires: Ci i 001W2
ABIGAIL RUBIo
� *), -S=Notary ary Public, S ;,; tote of Taxes
+r; COMM Expires 08.06-2026
V, Notary ID 133851
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AssigmneW Page 2 of
CONSENT TO ASSIGNMENT
The City of Fort Worth consents to the assignment of Hartwell Environmental
Corporation ("Assignor") to DXP Enterprises, Inc. ("Assignee"), of all its rights, title, and
obligation owing and all funds due or to become due to Assignor under CSCO 53502 as long as
all terms required of Assignor in said contracts are met by Assignee.
CITY OF FORT WORTH
Christopher Harder (Mar 12, 2025 12:03 CDT)
Department Director
Assistant City Manager
OFF
FAN>9�pa
ATTESTED BY:
�\�A, /J QpQ� °E6pgoda
Jannette Goodall, City Secretary
APPROVED AS TO FORM AND LEGALITY:
City of Fort Worth Assistant City Attorney
Contract Compliance Manager:
M a r 12, 2025
Date
M a r 16, 2025
Date
Mar 17, 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
reporting requirements.
Shatabya Ber land (Mar 12, 202511:12 CDT) Mar 12, 2025
Employee Signature/Date
Sr. Contract Compliance Specialist
Title
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Assignment Page 3 of
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:_CC Business Organizations Trademarks ACCOLInt Help/Fees Briefcase Lngnut
Filing Number
Original Date of Filing:
Formation Date:
Tax ID:
Duration:
Name;
Address;
1d0&52300
July 26: 1996
NIA
17605096 13
Perpetual
D P tN I r-KeRI ES, INC.
5301 HOLLISTE � I rctt I
HOU TON. TX 77040-7614 USA
BUSINESS ORGANIZATIONS INQUIRY -VIEW ENTITY
Entity Type: Domestic For -Profit C_
Entity Status. Inexistence
FEIN:
f REGISTERED AGENT HUNG HSTORY
Marne
CT Cuporalian 5yslem
Order I I Return to Search j
NAMES MANAGEMENT ASSUMED NAMES
Address
1999 Bryan SL. S1e. 900
Dallas. TX 75201-3136 USA
DXP Enterprises, Inc. Announces Acquisition of Hartwell Environmental Corporation
• Furthers and continues to scale DXP's National Water & Wastewater efforts
• Establishes presence in Texas and Oklahoma
• Attractive Margins and Cash Flow
September 04, 2024 08:00 AM Eastern Daylight Time
HOUSTON--(BUSINESS WIRE)--DXP Enterprises, Inc. (NASDAQ: DXPE) today announced that it
has completed the acquisition of Hartwell Environmental Corporation ("Hartwell"). Founded in
1976, Hartwell is headquartered in Tomball, Texas and operates out of three locations servicing the
Texas, Oklahoma and surrounding markets.
"Hartwell's expertise and strategic presence in Texas and Oklahoma will complement DXP's
breadth of technical products and services. This transaction will not only allow us to continue with
our existing marketing strategies, but also gives us notable talent as we continue to find resources
to serve our customers better"
Post this
Hartwell is a leading manufacturer's representative of pumps, controls and process equipment
focused on serving the water and wastewater industry. DXP funded the acquisition with cash from
the balance sheet.
"We are pleased to announce the acquisition of Hartwell Environmental. Hartwell adds another
great company to our water and wastewater platform. Hartwell provides DXP with exceptional sales
expertise that will enhance our efforts and ability to collaborate and serve our customers and grow
DXP Water. Hartwell provides us with a clear leader in our home market of Texas," commented
David Little, Chairman, and Chief Executive Officer of DXP.
The signing of the definitive agreement occurred on September 1, 2024. Sales and adjusted EBITDA
for Hartwell for the last twelve months ending July 31, 2024, were approximately $18.4 million and
$4.1 million, respectively. Adjusted EBITDA was calculated as income before tax, plus interest, plus
depreciation and amortization, plus non -recurring items less go -forward selling costs.
"Hartwell's expertise and strategic presence in Texas and Oklahoma will complement DXP's
breadth of technical products and services. This transaction will not only allow us to continue with
our existing marketing strategies, but also gives us notable talent as we continue to find resources
to serve our customers better;' added David Little.
Kent Yee, Chief Financial Officer, stated "We are very excited to have Hartwell as a part of DXP. We
have dialogued for some time and welcome Hartwell's talented and hardworking employees to the
DXP team. We continue to execute on our strategy of making acquisitions in markets and business
models where we can continue to enhance DXP. Hartwell complements our recent focus on water
and wastewater acquisitions and provides us with platforms in both Texas and Oklahoma and
completes our eleventh acquisition under our DXP Water efforts. This transaction will be positive
for Hartwell and DXP's customers, employees, and shareholders:'
About DXP Enterprises, Inc.
DXP Enterprises, Inc. is a leading products and service distributor that adds value and total cost
savings solutions to industrial customers throughout the United States, Canada, Mexico, and
Dubai. DXP provides innovative pumping solutions, supply chain services and maintenance, repair,
operating and production ("MROP") services that emphasize and utilize DXP's vast product
knowledge and technical expertise in rotating equipment, bearings, power transmission, metal
working, industrial supplies and safety products and services. DXP's breadth of MROP products
and service solutions allows DXP to be flexible and customer -driven, creating competitive
advantages for our customers. DXP's business segments include Service Centers, Innovative
Pumping Solutions and Supply Chain Services. For more information, go to www.dxoe.com.
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward -looking
statements. Certain information included in this press release (as well as information included in
oral statements or other written statements made by or to be made by the Company) contains
statements that are forward -looking. Such forward -looking information involves important risks and
uncertainties that could significantly affect anticipated results in the future; and accordingly, such
results may differ from those expressed in any forward -looking statement made by or on behalf of
the Company. These risks and uncertainties include but are not limited to; ability to obtain needed
capital, dependence on existing management, leverage, and debt service, domestic orglobal
economic conditions, and changes in customer preferences and attitudes. In some cases, you can
identify forward -looking statements by terminology such as, but not limited to, "may," "will,"
"should," "intend," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential," "goal,"
or "continue "or the negative of such terms or other comparable terminology. For more information,
review the Company's filings with the Securities and Exchange Commission.
Contacts
Kent Yee
Senior Vice President CFO
713-996-4700 — www.dxae.com
Request for Taxpayer
Form
Give form to the
(Rev. March2024) Identification Number and Certification
requester. Do not
Department of the Treasury Go to www.irs.gov/FormW9 for instructions and the latest information.
Internal Revenue Service
send to the IRS.
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.)
DXP ENTERPRISES, INC.
2 Business name/disregarded entity name, if different from above.
HARTWELL ENVIRONMENTAL CORPORATION, A DXP COMPANY
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;
a
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) 5
n o
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
o
box for the tax classification of its owner.
Compliance Act (FATCA) reporting
G❑
Other (see instructions)
code (if any)
a u
�=
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
m
and you are providing this form to a partnership, trust, or estate in which you have an ownership interest, check
outside the United States.)
�a
this box if you have any foreign partners, owners, or beneficiaries. See instructions ❑
N5
Address (number, street, and apt. or suite no.). See instructions. Requesters name and address (optionaq
22115 Hufsmith Kohrville Road
6 City, state, and ZIP code
Tomball, Texas 77375
7 List account number(s) here (optionaq
J;QM 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 I — M
— ( FFF1
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 I
Number To Give the Requester for guidelines on whose number to enter. M76 — I 0 15 I 0 J 9 6 16 � 1
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 roperty, cancellation of ebt, contributions to an individual retirement arrangement (IRA), and, generally, payments
other than interest and dividends, yot.e not required to sWnffid certification, but you must provide your correct TIN. See the instructions for Part II, later.
Sign Signature l `
Here I U.S. personn Date 01 / 14 / 2 0 2 5
General Instructions New line 3b has been added to this form. A flow -through entity is
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.
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. 10231X Form W-9 (Rev. 3-2024)
Signature:Signature:
Email: Ronald.Gonzales@fortworthtexas.gov Email: