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HomeMy WebLinkAbout057636-CA1 - General - Contract - Johnson Controls Building Solutions, LLC.CSC No. 57636-CAl CITY OF FORT WORTH ASSIGNMENT For value received Johnson Control, Inc. ("Assignor"), hereby assigns to Johnson Controls Building Solutions, LLC. ("Assignee"), all of its 1•ight, 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 57636 (the "Contracts") and Assignee agrees to assume and perfoi•m all duties and obligations required by Assignor under the terms of the Contracts. This Assignment constitutes the entire agreement between Assignol� and Assignee with respect to the subject matter hereo£ No modification of any provision of this Assignment shall be effective uniess in wt•iting 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 moi•e counterparts each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signed signature pages inay be tt•ansmitted by facsimile or e-mail, and any such signature shall have the same legal effect as an original. Dated the 21 day of .lanuary 2026. Johnson Control, Inc. (Assignor) By: C��a�,ee,a- �.. A�e.e, �� Print: Charies R. Lee IV Title: Marlcet General Manager Johnson Controls Building Solutions, LLC. (Assignee) By: C�.a�,2eA- �.. c�e.� �� Print: Charles R. Lee IV Title: Marlcet General Manager OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Assignment Page 1 of3 NOTARY ACKNOWLEDGEMENT On the 21St day of January 2026, personally appeared Charles Lee , who acicnowledged to me that (s)he is the Marlcet General Manager of Johnson Control, Inc. ("Assignor"), and that (s)he executed this document for the purposes and consideration contained hei•ein. Johnson Cont�-ol, Inc. BY� C�.�,Qe,a- �.. A�e.e, �V Print: Charles R. Lee IV ---� �Title: 'Mai=l�t Gene`r�d�.Ylana� / SUBSCRIBED TO before me� this 21St ,,�day January 2026, , \���uitnii�ri�� `\�������F1 L Y e� ���/i,�. \��� \�•',�P(�,Y P(�e , 9� ���i _ � � ° �� ' < = H % N9lF O � ���1� � ��� �.O �189�390.• �. � � i���/,/�.p / 05, Z A 120�y\\\\�� l � � � �/ ��— aty u ic in�an��' he State of Texas My commission Expires: o5izaizoza NOTARY ACKNOWLEDGEMENT On the 21Sc day of January 2026, peisonally appeared Charles Lee , who acicnowledged to me that (s)he is the Market General Managel� of Johnson Controls Building Solutions, LLC. ("Assignee"), and that (s)he executed this document foi• the puiposes and consideration contained herein. Johnson Controls Building Solutions, LLC. BY� C�.a�,�e,a- �.. o�e.e, �� Print: Charles R. Lee IV � i itie: i� SUBSCRIBED TO before e on this zist \\\\�������F� L Y'e� ��i����` � . �9� , `� �� :'O�PRY P�� .'. � �� � � `" _ � ':OFOF��+� � �i� •. 728999�01 • � \�� i���i/l�`�.A/ 05l 2 4,2o,y0\\\�� :.rLera�l \Manager January � 2,Q2(. � � o ary Public and f or the State of Texas My commission Expires: osi2ai2ozs Assignment Page 2 of3 CONSENT TO ASSIGNMENT The City of Fort Worth consents to the assignment of Johnson Cont�•ol, Inc. ("Assi�nor") to Johnson Controls Building Solutions, LLC. ("Assignee"), of all its rights, title, and obligation owing and all funds due o�• to become due to Assignor under CSC 57636 as long as all terms requii•ed of Assignoi• in said contracts are met by Assignee. CITY OF FORT WORTH c,���<. _;;;a�L._ Department Director Valer�ington(Fe 3,202614:49:04CST) Assistant City Manager an� po4poRrIl�a ��°° °� �t a a�� �9Ad o_o �eaa ATTESTED BY: °o * oaa o � ° �rr.�:x. /� � aaan nEXP?obp � �- Jannette Goodall, City SecretaY•y APPROVED AS TO FORM AND LEGALITY: %�w�� City of Fort Worth Assistant City Attorney Contract Compliance Manager: 02/04/2026 Date By signing I acicnowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirernents. 7�oy,A:,o. ����.i�_ ����=��a���,�:F�e=.zo�� �a��-�sr Employee Signature/Date 02/03/2026 Title �FFICIAL RECORD CITY SECRETARY FT. WORTH, TX 02/03/2026 Date 02/03/2026 Date Assignment Page 3 of3 W�8EC1 Certificate of Foreign Person's Claim That Income Is Effectively F""'' Connected With the Conduct of a Trade or Business in the United States (Rev. Or,t��trer 202�1 Department of the Tr�.aswy Intemal Revenue S?rvicP ► Section references are to the Internal Revenue Code. OMB Nu. 1545-1621 ► Go to www.irs.gov/FormW8EC1 for instructions and the latest information. ► Give this form to the withholding agent or payer. Do not send to the IRS. Note: PFrsons suLmittinr this torm n��st tile an anrual U.5 i�er�me tax rat�rr to _port in:, ��e claimF� t�_ ;�e �ff�;,ti tFh/ � �nn�:ta�l tl�itr a U.5 tr��e ���r business. 5ee ins'ruetions. Do not use this form for: Instead, use Form: • A beneficial owner solely claiming forei�n status or treaty benefits . . . . . . . . . . . . . . . . . W-8BEN or W-8BEN-E • A foreign government, international organization, foreign central bank of issue, foreign tux-exempt organization, foreign private foundation, or government of a U.S. possession claiming the applicability of section(s) 115(2), 501(c), 892, 895, or 1443(b) . . . . W-8EXP Note: These entities should use Form W-8ECI if they received effectively connected income and are not eligible to claim an exemption for chapter 3 or 4 purposes on Form W-BEXP. • A foreign partnership or a foreign trust (unless claiming an exemption from U.S. withholding on income effectively connected with the conduct of a trade or business in the United States) . . . . . . . . . . . . . . . . . . . . �I�I-ggEN-E or W-81MY • A person acting as an intermediary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . W-SIMY Note: See instructions for additional exceptions. � Identification of Beneficial Owner (see instructions) 1 Name of individual or organization that is the beneficial owner 2 Country of incorpor�tion or organization Tyco Technology GmbH Switzerland 3 Name of disregarded entity receiving the p�yments (if applicable) Johnson Controls Building Solutions LLC (disregarded entity with EIN 83-2862704) 4 Type of entity (check the appropriate box): ❑ Partnership ❑ Simple trust ❑ Complex trust ❑ Tax-exempt organization ❑ Foreign Government - Controlled Entity ❑ Grantor trust ❑ Central bank of issue ❑ Foreign Government - Integral Par[ ❑ International oryanization ❑✓ Corporation ❑ Private foundation ❑ Individual ❑ Estate 5 Permanent residence address (street, apt. or suite no., or rural route). Do not use a P.O. box or in-care-of address. Victor-von-Bruns Strasse 21 City or town, state or province. Include postal code where appropriate. Country Neuhausen am Rheinfall, Schaffhausen (de) 8120 Switzerland s Business address in the United States (street, apt. or suite no., or rural route). Do not use a P.O. box or in-care-of address. 5757 N Green Bay Ave Attn: Tax Dept X-81 City or town, st�te, and ZIP code Glendale, WI 53209 7 U.S. t�xpayer identific�tion number (required—see instructions) ❑ SSN or ITIN ❑✓ EIN 98-1647226 $a Foreign tax identifying number (FTIN) gb Check if FTIN not legally required .......... 9 Reference number(s) (see instructions) 10 Date of birth (MM-DD-YYYI� n 11 Specify each item of income that is, or is expected to be, received from the payer that is effectively connected with the conduct of a trade or business in the United States (attach statement if necessary). Income from sources within the United States that is attributable to a US permanent establishment under Article 7 of the United States - Switzerland Tax Treaty, including income from goods and services. 12 Check here to certify that: you are a dealer in securities (as defined in section 475(c)(1)); you are a transferor of an interest in a publicly traded partnership (PTP) claiminy an exception from withholding under Regulations section 1.1446(�-4(b)(6); and any gain from the transfer of the PTP interest associated v✓ith this form is effectively connected �vith the conduct of a trade or business v✓ithin the United States without regard to section 864(c)(8). . . . � L�i�J,l Certification Under penalties nf perjury, I der.lare that I have examinerl the infoimation on this form and to the hest �f my kno��vledge and belief it is true, crnrect, and r.omplete. I further certify under penalties of perjury that: • I am the beneficial owner (or I am authorized to siyn for the beneficial owner) uf all th� paym�nts to which this form relates, • The amounts for which this certification is provided are effectively connecter.l with the conduct of a trade or husiness in the United States, • The income for which this form ��vas provided is includible in my �7ross incume (or the beneficial owner's gross income) for the taxable year, and Sign ' The beneficial o�vner is nut a U.S. person. Furthermore, I authorize this form to be providzd to any withholding agznt that has control, receipi, or custody of the payments of �vhich I am the Here beneficial ovmer or any withholding a!�ent that can disburse or make payments of the amo�mts of �vhich I am the beneficial owner. I agree that I will submit a new form within 30 days if any certification made on this form becomes incorrect. 1 ❑✓ I certifyth t I hav�he �apacity to sign for the person identified on line 1 of this form. � Daniel C. McConeghy 4/7/2025 Sir�nature of beneficial owner (or ind�vidual authorized to sign for the beneficial owner) Print name Date (MM-DD-YYYI� For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 25045D Form W-8EC1 (Fiev. 10-2021) 5757 N. Green Bay A� Milwaukee, WI 53209 January 2026 Clarification of Johnson Controls Building Solutions, LLC's Form W-8EC1 Dear Customer: J�ohnson � Controls We provide this letter to inform you about an important change regarding the tax forms to be provided in connection with the payments you make for goods and services. You previously received a Form W-9 by Johnson Controls, Inc.. However, pursuant to a broader business initiative, we are centralizing contracts and accounts to a new business entity called Johnson Controls Building Solutions, LLC (the Company). The Company is a Delaware limited liability company that earns income subject to U.S. tax. Like the current Johnson Controls, Inc. structure, you can make payments to Johnson Controls Building Solutions, LLC for products and services. You do not have to withhold tax. For U.S. tax purposes, the Company is a single member LLC owned by a Swiss company in the Johnson Controls family (Tyco Technology GmbH). Therefore, the Company must now provide to you a Form W-8EC1 instead of a Form W-9 to support the above noted withholding tax result. Understanding Form W-8EC1: The Form W-8EC1 certifies that the income earned by the Company is taxed in the United States. This form ensures that you are not required to withhold tax on payments made to us, like the previous arrangement under Form W-9. The language below is taken directly from the Form W-8EC1 instructions. �Vho Must Provide F�rm 3N,SE�1 Source: https://www.irs.gov/pub/irs-pdf/iw8eci.pdf You must give Form W-SE�I to the withhalding agent or payer if you are a foreign person and you are the beneficial owneraf U.�_ saurce income that is (or is deemed to be) effectn+ely connected with the conduct af a trade ar 6usiness within the United States or are an entity {including a foreign partnership or foreign trust} engaged in a U.S_ trade or business su6mitting this farm an behalf of yaur owners, partners, or beneficiaries. Provide Farm Vti+-8EC1 to the wikhhold�ng agent or payer beTore income is pai�, credited, ar allacated to you. Implications for your reporting: 1. As you make payments to Johnson Controls Building Solutions, LLC, and if a 1042-S is required, then please ensure the 1042-S is issued to Tyco Technology GmbH. 2. Payments made to the Company are not subject to either IRS backup withholding or non-resident alien (NRA) withholding. This means you are not required to withhold any portion of the payment for tax purposes. Additional Guidance: You may have noticed that the Form W-8EC1 lists the name of Tyco Technology GmbH on line 1 and its corresponding EIN (98-1647226). Johnson Controls Building Solutions, LLC is listed on line 2 of the Form (as directed by the IRS). For cross-reference purposes within your AP systems, we have also listed the Company's EIN (83-2862704) on line 2 of the Form W-8EC1. Please note that the address listed on the Form W-8EC1 line 6 represents the formal location of the Company's operational address and office. If you have further questions, please consult vour corporate tax team to ensure compliance with these requirements. The power behind your mission D r e awa e The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "JOHNSON CONTROLS DIGITAL SOLUTIONS, LLC", CHANGING ITS NAME FROM "JOHNSON CONTROLS DIGITAL SOLUTIONS, LLC" TO "JOHNSON CONTROLS BUILDING SOLUTIONS, LLC", FILED IN THIS OFFICE ON THE EIGHTEENTH DAY OF DECEMBER, A.D. 2024, AT 10:33 O'CLOCK A.M. 7181584 8100 SR# 20244531424 % {l'�'`i R�?"`L, Cg�T� y�. � . . �m4 . '3.�.:i. _ _ i ��n: ,.q _ �—� 1"�� � :rl ,. i ��i. ' �y� ����ve1H��� Page 1 � � � Je�nV ri 9�ix�. StrMiirll 07 SlN* ) Authentication: 205171814 Date: 12-18-24 You may verify this certificate online at corp.delaware.gov/authver.shtml STATE 4F DELAWAR� CE�RTIFI�CATE OF` AMENDMENT OF CERTIFICAT� OF F�RMAT�ON The undersigr�ed authorized persan, desiring ta amenc� the li�nited liability company �o�ation }�uz-sua�t to Sectiorz 18-202 of tl�e Lirraited Liability Coxnparzy Act o� ��e State of nelaware, hereby certi�es as fc�llows: I. The name o�tl�e lirnited liability company is Jal�nsvn Contrals Digital Salutians, LLC 2. The Certificate nf Formation af �he lirnited liability cnmpany is hereby amended as follaws: The name of the limited liability company is: Johnson Controls Building 5olutions, LLC � By: �' - � . ___ Authoarized Pearsan Name: �ichard J. L3ancy, Vic� President Prir�t or Type State of Dela�vare Secretatv of State Di�isioo of Corporations Delir•ered 1fl:33.�1�712118;'2024 FILE.D 10:33 Ai4I 12118'2D24 SR 20244531424 - FileVumber 718158a 42/111�425 12:22:36 PM -Q500 IRS �� Department of the Treasury Internal Revenue SerWice 7940 Kentucky dr Flvrence, MY, 41042 J�HN50N CONTROLS EtIILDIMG S�LL]TI�NS LLC °e .IUHNSCiN �:�N7�H�7L5 IIV�' S�L� MBIZ 5757 N GREEN PAY AVE NtIM X81 MIL1NAi1KT:1:, �'VI 53209-4�08-573 l:mpinyer ldentificatinn Number: 83-2 862 704 Dear Taxpayer: Thank you for yaur inquiry of 2�11/2025. PAGE 2 �F 2 In reply refer to: 023629�038 2/11/2025 L�1'lt 147C Your Fmployer ldentafication Number (F.iN) is83-28�270-�. Please keep this letter in your permanent records. Enter your name and your EIN on all business federal tax forms and on related correspondence. If you ha�e any questions regarding this letter, you can call 800-829-0115. If you prefer, you may write to us at the address shown at the top c�f the first page nf this letter. When you write, please include a telephone number where you may be reached and the best time to call. 5incerely, Ms.Leonard 1OQ3275692 Large Corp Tax Fxaminer BUSINESS ORGANIZATIONS INQUIRY - VIEW ENTITY Filing Number: 505898309 Entiry Type: Foreign Limited Liabiliry Company (LLC) Original Date of Filing: Pebruary 6. 2025 Entiry Status: In existence Formation Date: N!A Taxl�: 32098587747 FEIN: 832862704 Name: Johnson Controls Building Solutians. LLC Address: 5757 N. Green Bay Avenue. Glendale„ WI 53209 USA Fictitious Name: N/A Jurisdiction: DE. USA Foreign Formation December 13, 2015 Date: I REGISTEREDAGENT � fWNOHISTORY '. �S Name AAtlreas C T Cwporation System 1999 Bryan Street Suite A900. Dallas TX 752013136 USA �,1� neaiucnud= e -w 0.550CW'1�ENTITIES ■� 1N� Inxuve Date I Order Retum to Search I UCC dusiness Organizanor.s Trademarks Ac�ourt Helpr'Fees Bnefcase Loqout F�RT��RTHo City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name CSC 57636 Johnson Controls to Johnson Controls Building Solutions, LLC Subject of the Agreement: Consent ofAssignment M&C Approved by the Council? * Yes ❑ No ❑✓ If �so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No ❑✓ If �so, provide the original contract number and the amendment number. Is the Contract "PermanenY'? *Yes ❑ No 0 If �unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No ❑✓ If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: NA Expiration Date: NA If different from the approval date. If applicable. Is a 1295 Form required? * Yes ❑ No ❑✓ *If �so, please ensure it is attached to the approving M&C or attached to the contract. Proj ect Number: If applicable. NA *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes ❑✓ No ❑ Contracts need to be routed for CSO processin� in the followin� order: 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. 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