HomeMy WebLinkAboutContract 55663-CA2CSC No. 55663-CA2
CITY OF FORT WORTH
ASSIGNMENT
For value received BDS Technologies, Inc. ("Assignor"), hereby assigns to BDS Texas
Corp ("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 55663 (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 / Aday of A'?C ( 2025.
BDS Technologies, Inc.
(Assignor)
By:
Print: j%
Title: Chief Operating Officer
BDS Texas Corp
(Assignee)
By. M A^/
Print: j Z7 pry
Title: Chief Financial Officer
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Assigmuent Page 1 of
NOTARY ACKNOWLEDGEMENT
On the Ig4AA day of 14jp r .I ` 2025, personally appeared
1q0 rftA Ove-vatnu WM,4ho acknowledged to me that (s)he is the Chief Operating Officer of BDS
Technologies, Inc ("Assignor"), and that (s)he executed this document for the purposes and
consideration contained herein.
IV-1ft
BDS Technologies, Inc.
By: ilk/ /r l✓
Print: VC�-a- e-4 �lI�J1'Y?U
Title: Chief Operating Officer
ie on this day of
G- .2025.
Notary Public 1 and for the State of
My commission Expires: l 1- 4 - cZ.-D 37
NOTARY ACKNOWLEDGEMENT
On the 940n day of ,t', � 2025, personally appeared
'T K'V-� 0 �? ADM � who acknowledged to me that (s)he is the Chief Financial Officer of
BDS Texas Corp ("Assignee"), and that (s)he executed this document for the purposes and
consideration contained herein.
BDS Texas Corp
By: /k�
Print: E7 i� YVl v�
Title: Chief Financial Officer
SUBSCRIBED TO before me on this ( day of A?i24 I— ' , 2025.
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Assignment Page 2 of 3
CONSENT TO ASSIGNMENT
The City of Fort Worth consents to the assignment of BDS Technologies, Inc
("Assignor") to BDS Texas Corp ("Assignee"), of all its rights, title, and obligation owing and
all funds due or to become due to Assignor under CSCO 55663 as long as all terms required of
Assignor in said contracts are met by Assignee.
CITY OF FORT WORTH
rhrictnnhar H rqPr (ADr 25. 2025 15:19 CDT)
Department Director - Christopher Harder
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Assistant City Manager- Jesica McEachern
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ATTESTED BY:
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Jannette Goodall, City Secretary
APPROVED AS TO FORM AND LEGALITY:
City of Fort Worth Assistant City Attorney
Contract Compliance Manager:
Apr 25, 2025
Date
May 5, 2025
Date
May 5, 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.
Apr 25, 2025
Employee Signature/Date
Project Manager
Title
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Assignment Page 3 of 3
Corporations Section
P.O.Box 13697
Austin, Texas 78711-3697
Office of the Secretary of State
December 15, 2020
Attn: Legalinc Corporate Services Inc.
Legalinc Corporate Services Inc.
10601 Clarence Dr., Suite 250
Frisco, TX 75033 USA
RE: BDS TEXAS CORP.
File Number: 803859907
Ruth R. Hughs
Secretary of State
It has been our pleasure to file the certificate of formation and issue the enclosed certificate of filing
evidencing the existence of the newly created domestic for -profit corporation.
Unless exempted, the entity formed 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 entity. Information about
franchise tax, and contact information for the Comptroller's office, is available on their web site at
httas://window. state.tx.us/taxinfo/franchise/index.html.
The entity formed does not file annual reports with the Secretary of State. Documents will be filed
with the Secretary of State if the entity needs to amend one of the provisions in its certificate of
formation. It is important for the 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 involuntary termination of the entity.
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: Carol Covey TID: 10285 Document: 1013239770002
Corporations Section �� E 0
P.O.Box 13697
Austin, Texas 78711-3697 r N><
Ruth R. Hughs
Secretary of State
Office of the Secretary of State
CERTIFICATE OF FILING
OF
BDS TEXAS CORP.
File Number: 803859907
The undersigned, as Secretary of State of Texas, hereby certifies that a Certificate of Formation for the
above named Domestic For -Profit Corporation 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 filing effective on the date shown below.
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: 12/14/2020
Effective: 12/14/2020
Ruth R. Hughs
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: Carol Covey TID: 10306 Document: 1013239770002
Form 201
Secretary of State
P.O. Box 13697
Austin, TX 78711-3697
FAX: 512/463-5709
Filing Fee: $300
Certificate of Formation
For -Profit Corporation
Filed in the Office of the
Secretary of State of Texas
Filing #: 803859907 12/14/2020
Document #: 1013239770002
Image Generated Electronically
The filing entity being formed is a for -profit corporation. The name of the entity is:
BDS TEXAS CORP.
for Web Filing
name must contain the word --corporation,-- --company,-- --mcorporatea,-- --urnitea, or an aooreviation or one or tnese terms. i ne name must n
the same as, deceptively similar to or similar to that of an existing corporate, limited liability company, or limited partnership name on file with
secretary of state. A preliminary check for "name availability" is recommended.
Article 2 — Registered Agent and Registered Office
A. The initial registered agent is an organization (cannot be corporation named above) by the name of:
.....................
Badmus & Associates
OR
B. The initial registered agent is an individual resident of the state whose name is set forth below:
The business address of the registered agent and the registered office address is:
Street Address:
11325 PEGASUS STREET
SUITE E-265 DALLAS TX
75238
Consent of Registered Agent
A. A copy of the consent of registered agent is attached.
OR
B. The consent of the registered agent is maintained by the entity.
The number of directors constituting the initial board of directors and the names and addresses of the person or
persons who are to serve as directors until the first annual meeting of shareholders or until their successors are
elected and qualified are set forth below:
Director 1: TAOREED BADMUS
------------------------------------------------ ---------------------------------------------------------
Address: 11325 PEGASUS STREET SUITE S-215 DALLAS TX, USA 75238
The total number of,
mshares the corporation is authorized to issue and the par v f rr srr uc.....s
p value of each o It shares, or a
statement that such shares are without par value, is set forth below.
f Number of Shares P(hoose ar Value must cand complete either A or B) Class Series
10000 197 A. has a par value of $.001
C B. without par value.
- -
d i-- - ---- - --
li�If the shares are to be dividento classesu m, youst set forth the designation of each class, the number of shares of each class, and the par value
(or statement of no par value), of each class. If shares of a class are to be issued in series, you must provide the designation of each series. The
preferences, limitations, and relative rights of each class or series must be stated in space provided for supplemental information.
The purpose for which the corporation is organized is for the transaction of any and all lawful business for which
corporations may be organized under the Texas Business Organizations Code.
[The attached addendum, if any, is incorporated herein by reference.]
A. This d- o-c-u- m-- -e- nt becomes effective when the document is filed by the secretary of state.
OR
rB. This document becomes effective at a later date, which is not more than ninety (90) days from the date of its
signing. The delayed effective date is:
The name and address of the organizer is set forth below.
NNA MANUKYAN 10601 CLARENCE DR #250 FRISCO TX 75033
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.
ANNA MANUKYAN
Signature of organizer
FILING OFFICE COPY
STATE of TX
STATEMENT and RESIGNATION of the INCORPORATOR
A STOCK/PROFIT CORPORATION
The undersigned, the Incorporator of BDS TEXAS CORP., who signed and filed its Articles of Incorporation (or
similar organizing document) with the Secretary of State, appoints the following individuals to serve as directors of
the corporation, who shall serve as directors until the first meeting of shareholders for the election of directors and
until their successors are elected and agree to serve on the board:
Name and Address of each Initial Director:
TAOREEDBADMUS
11325 PEGASUS STREET, SUITE S-215
DALLAS, TX 75238
Additionally, the undersigned does hereby tender his/her resignation as Incorporator for the Corporation, and from
any and all involvement with, control of, or authority over the Corporation, real or perceived, effective immediately.
Dated: December 15th, 2020
yQi
Anna Manukyan, Incorporator
MTDC� DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
CINCINNATI OH 45999-0023
BDS TEXAS CORP
11325 PEGASUS ST STE S215
DALLAS, TX 75238
Date of this notice: 12-15-2020
Employer Identification Number:
85-4289667
Form: SS-4
Number of this notice: CP 575 A
For assistance you may call us at:
1-800-829-4933
IF YOU WRITE, ATTACH THE
STUB AT THE END OF THIS NOTICE.
WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NUMBER
Thank you for applying for an Employer Identification Number (EIN). We assigned you
EIN 85-4289667. This EIN will identify you, your business accounts, tax returns, and
documents, even if you have no employees. Please keep this notice in your permanent
records.
When filing tax documents, payments, and related correspondence, it is very important
that you use your EIN and complete name and address exactly as shown above. Any variation
may cause a delay in processing, result in incorrect information in your account, or even
cause you to be assigned more than one EIN. If the information is not correct as shown
above, please make the correction using the attached tear off stub and return it to us.
Based on the information received from you or your representative, you must file
the following form(s) by the date(s) shown.
Form 1120
04/15/2021
If you have questions about the form(s) or the due date(s) shown, you can call us at
the phone number or write to us at the address shown at the top of this notice. If you
need help in determining your annual accounting period (tax year), see Publication 538,
Accounting Periods and Methods.
We assigned you a tax classification based on information obtained from you or your
representative. It is not a legal determination of your tax classification, and is not
binding on the IRS. If you want a legal determination of your tax classification, you may
request a private letter ruling from the IRS under the guidelines in Revenue Procedure
2004-1, 2004-1 I.R.B. 1 (or superseding Revenue Procedure for the year at issue). Note:
Certain tax classification elections can be requested by filing Form 8832, Entity
Classification Election. See Form 8832 and its instructions for additional information.
IMPORTANT INFORMATION FOR S CORPORATION ELECTION:
If you intend to elect to file your return as a small business corporation, an
election to file a Form 1120-S must be made within certain timeframes and the
corporation must meet certain tests. All of this information is included in the
instructions for Form 2553, Election by a Small Business Corporation.
For, IN-9 Request for Taxpayer Give form to the
(Rev. March 2024) Identification Number and Certification requester. Do not
Department of the Treasury Go to wwwJmgov/FormW9 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/Indivldual. 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.)
BDS Texas Corp
2 Business name/disregarded entity name, if different from above.
ai
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
I
only one of the following seven boxes,
certain entities, not Individuals;
a
C:
ElIndlvlduaUsole proprietor ❑✓ C corporation ❑ S corporation ❑ Partnership ❑ Trustlestate
see instructions on page 3):
0
C
❑ LLC. Enter the tax classification (C = C corporation, S = S corporation, P = Partnership) . . . .
Exempt payee code (if any)
ai
o
Note: Check the "LLC" box above and, in the entry space, enter the appropriate code (C, S, or P) for the tax
L
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
I
❑ Other (see instructions)
code (if any)
a0
!�
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.)
fn
this box if you have any foreign partners, owners, or beneficiaries. See instructions . . . . . . . . . ❑
a
5 Address (number, street, and apt. or suite no.). See instructions. Requester's name and address (optional)
11325 Pegasus Street, Suite S215
6 City, state, and ZIP code
Dallas, Texas 75238
7 List account number(s) here (optional)
Taxpayer Identification Number (TIN)
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 — M
resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other
entities, it is your employer identification number (ElN). If you do not have a number, see Now 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. M85 — 14 12 8 9 6 6 7
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 sign the certification, but you must provide your correct TIN. See the instructions for Part 11, later.
Here 1U.S. person Date (9L P I �
Sign Signature of
V '
General Instruct�ins New line 3b has been added to this form. A flow -through entity is
Section references are to the Intemal 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. Seethe
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)