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HomeMy WebLinkAbout062478-CA1 - General - Contract - MW SupplyCSC No. 62478-CAl CITY OF FORT WORTH ASSIGNMENT For value received MW Supply, Inc. ("Assignor"), hereby assigns to Cleburne Fence Company LLC ("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 CSC 62478 (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 Foil 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 / day of l 0�(e_ bcr 2025. MW Supply, Inc. (Assignor) J By: Pant: Title: Chief Operating Officer Cleburne Fence Company LLC (Assignee) By: Print: Title: Chief Financial Officer OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Assignment Page 1 of NOTARY ACKNOWLEDGEMENT On the A U day of //6A(n fX-(- 2025, personally appeared who acknowledged to me that (s)he is the Chief Operating Officer of MW Supply, Inc. ("Assignor"), and that (s)he executed this document for the purposes and consideration contained herein. MW Supply, Inc/" By: Print: Title: Chief Operating Officer SUBSCRIBED TO before me on this(% day of n)WUTI :X , 2025. rV.MI ., CRYSTAL FOX a tNNotaryro#12ti69M + *: Expkw March 23, 2027 L�V-4-"o Notary Public and for the State of :1)Aas My commission Expires: .3 A I NOTARY ACKNOWLEDGEMENT - On the oS 0 day of p�/p,n H�P� 2025, personally appeared ��SoY� ki z p, who acknowledged to me that (s)he is the Chief Financial Officer of Cleburne Fence Company LLC ("Assignee"), and that (s)he executed this document for the purposes and consideration contained herein. Cleburne Fence C,.cnpany iPrint: Title: Chief Financial Officer SUBSCRIBED TO before me on this J0 day of /V C'Q}'n b ' 2025. Notary Pu 1 c in and for the State of T xn S Egil My commission Expires: 3-a- Assignment Page 2 of CONSENT TO ASSIGNMENT The City of Fort Worth consents to the assignment of MW Supply, Inc. ("Assignor") to Cleburne Fence Company LLC ("Assignee"), of all its rights, title, and obligation owing and all funds due or to become due to Assignor under CSC 62478 as long as all terms required of Assignor in said contracts are met by Assignee. CITY OF FORT WORTH -4— Roger Venables, Department Director _Valerie washineorn Valerie Washington (Dec 15,202512:54:40 CST• — Valerie Washington, Assistant City Manager .o-ovaopu ATTESTED BY: o. 0 nEXaP00 aso4a�G Jannette Goodall, City Secretary APPROVED AS TO FORM AND LEGALITY: City of Foil Worth Assistant City Attorney Contract Compliance Manager: 12/15/2025 Date 12/15/2025 Date 12/15/2025 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. Employee Signature/Date Title OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Assignment Page 3 of Form (Rev. March 2024) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification Go to www.irs.gov/FormW9 for instructions and the latest information. Before you begin. For guidance related to the purpose of Form W-9, see Purpose of Form, below. 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.) Cleburne Fence Company LLC 2 Business name/disregarded entity name, if different from above. cli 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 0 co only one of the following seven boxes. certain entities, not individuals; o- 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) S Exempt payee code (if any) a o u Note: Check the "LLC" box above and, in the entry space, enter the appropriate code (C, S, or P) for the tax Exemption from Foreign Account Tax classification of the LLC, unless it is a disregarded entity. A disregarded entity should instead check the appropriate o w box for the tax classification of its owner. Compliance Act (FATCA) reporting ❑ Other (see instructions) code (if any) ao 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 y and you are providing this form to a partnership, trust, or estate in which you have an ownership interest, check this box if have foreign beneficiaries. See instructions ❑ outside the United States.) �? you any partners, owners, or . . . . . . . . . ia) 5 Address (number, street, and apt. or suite no.). See instructions. Requester's name and address (optional) 100 Progress St 6 City, state, and ZIP code Glen Rose, TX 76043 7 List account number(s) here (optional) ffOrM 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 — M — 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. 3 9 — 3 1 1 1 1 1 4 1 4 1 7 1 7 gi� t;ertnicatlon 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, voa are not required to shin t certification, but you must provide vour correct TIN. See the instructions for Part II, later. Sin Signature o Here I U.S. persont ( � _:�w Date 9/25/25 General Instructions v 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/F6rmW9. 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 Cat. No. 10231X Form W-9 (Rev. 3-2024) aidlik CLEBURNE FENCE & CONSTRUCTION 817-6463348 SINCE 1972 100 Progress St. Glen Rose, TX 76043 (817) 645-3348 Cleburne Fence Company LLC Change of Ownership To Whom It May'Concern, I am writing to inform you of a recent change in the management of Cleburne Fence Company LLC. As of September 1, 2025, Ownership percentages have changed. Michael Williams owns 80% of the company and Jason Allen owns 20% of Cleburne Fence Company LLC. This transition is part of our strategy to continue growing and improving the services we offer. Please note that this change will not impact the ongoing operations or services provided by Cleburne Fence Company LLC. We remain committed to delivering high -quality service and ensuring that your needs are met. If you have any questions or need further information, feel free to reach out to me directly at (817) 645-3348 or via email at Quote@cleburnefence.net. Thank you for your continued support. Sincerely, Cleburne Fence Company LLC Jason Allen Michael Williams Filing#:806308463 Document#: 1495321210002 Filed On 7/1/2025 received by Upload CERTIFICATE OF FORMATION OF CLEBURNE FENCE COMPANY LLC (a Texas limited liability company) This Certificate of Formation is submitted for filing pursuant to the applicable provisions of the Texas Business Organizations Code, as amended (the "TBOC"). Article 1: Entity Name, Type, and Initial Mailing Address The name of the entity is Cleburne Fence Company LLC (the "Company"). The Company is a limited liability company. The initial mailing address of the Company is 100 Progress St Glen Rose, TX, 76043. Article 2: Registered Agent and Registered Office The initial registered agent of the Company is an organization by the name of Kraus Law PLLC. The business address of the registered agent and the registered office address is 205 E. Bridge Street, Granbury, TX 76048. Article 3: Governing Authority The Company initially has managers. The name and mailing address of the initial manager is MW Holdings, Inc., 100 Progress St. Glen Rose, TX, 76043. Article 4: Purpose The Company is formed for the purpose of transacting any and all lawful business for which a limited liability company may be organized under the Texas Business Organizations Code. Article 5: Exclusive Forum for Internal Entity Claims; Waiver of Trial by Jury To the fullest extent permitted by law, unless the Company consents in writing to the selection of an alternative forum, the Texas Business Courts established pursuant to Chapter 25A of the Texas Government Code (or, if the Texas Business Courts do not have subject matter jurisdiction, any other state court of the State of Texas having subject matter jurisdiction, or, if no state court in Texas has jurisdiction, the federal courts of the United States located in Texas) shall be the sole and exclusive forum for any "Internal entity claim", (as defined in Section 2.115 of the TBOC). Any person or entity purchasing or otherwise acquiring or holding any interests in the membership interests of the Company shall be deemed to have notice of and consented to the provisions of this Article. 375454.1 Article 6: Written Consent of Governing Persons Any action required or permitted by the TBOC to be taken at any annual or special meeting of the manager may be taken without a meeting, without prior notice, and without a vote, if one or more written consents setting forth the action so taken is signed by all managers entitled to vote on the action. Article 7: Organizer The name of the organizer is Charles R. Kraus. The address of the organizer is 205 E. Bridge Street, Granbury, TX 76049. Article 8: Effectiveness of Filing This Certificate of Formation becomes effective when it is filed by the Secretary of State. Article 9: 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 to execute the filing instrument. Date: July 1, 2025 n ` n v2� Charles Kraus, Organizer 375454.1 MW Supply LLC 100 Progress Street, Glen Rose, Texas, 76043 254-269-4101 July 1, 2025 Office of the Secretary of State Corporations Section P.O. Box 13697 Austin, TX 78711-3697 Re: Consent to Use of Similar Name —Cleburne Fence Company LLC To Whom It May Concern: This letter serves as formal consent from MW Supply LLC, formerly MW Supply Inc., doing business as Cleburne Fence Company, a Texas limited liability company in good standing as of its conversion on July 1, 2025, to allow the use of the name "Cleburne Fence Company LLC' by a new Texas limited liability company being formed by Charles Kraus, who currently serves as Legal Counsel of MW Supply LLC. MW Supply LLC acknowledges the similarity between its business name and the proposed name of the new entity. We have no objection to the registration and use of the name "Cleburne Fence Company LLC' in the State of Texas, as this name is being used in connection with the planned conversion and restructuring of MW Supply Inc. into Cleburne Fence Company LLC. If you require any additional information or documentation, please do not hesitate to contact US. Sincerely, al'Y Crystal Fox Chief Financial Officer MW Supply LLC Doc ID: d3fae8fOc787f0J82abc25b4ce872foec9f49d7b FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: MW Supply to Cleburne Fence CSC 62478 Subject of the Agreement: Consent of Assignment M&C Approved by the Council? * Yes ❑ No 8 If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 8 If so, provide the original contract number and the amendment number: Is the Contract "Permanent"? *Yes ❑ No 8 If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 8 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: NA If different from the approval date. Expiration Date: NA If applicable. Is a 1295 Form required? *Yes ❑ No N *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: Ifapplicable. NA *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number*'W9 0 Contracts need to be routed for CSO processing in the followingorder: rder: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.