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HomeMy WebLinkAbout061968-CA1 - General - Contract - Johnson Controls Building Solutions, LLC from Johnson Controls, Unc.CSC No. 61968-CA1 CITY OI' FORT WORTH ASSIGNMENT Foi• value i•eceived Jolinson Control�, Inc. ("Assignoi•"), hei•eby assigiis to Johnso�l C011tl'OIS Blllldltlg SOIUtIO11S, LLC. ("Assignee"), all of its i•ight, t1ile a11C1 Illfel'eSt I11 aI1C� t0 111j� and all sums of mo�ley now due or to become due fi•om the City of Fort Worth to Assignor under CSC 61968 (the "Contracts") and Assignee agrees to assume and perform all duties and obligations required by Assignor under the terms of the Contracts. This Assignment constihites tlle enCii•e agreement betwee�i Assignoi• and Assignee with i•espect to the subject mattei• hereof. No modification of any pi•ovision of this Assignment sl�all be effective unless in wi•iting and signed by Assignoi• and Assignee. This Assignment shall imii•e to tlie benefit of and be binding upon Assignoi• and Assignee and theii• i•espective 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 tl�e laws of the State of Texas, without application of principles of conflicts of law. This Assignment may be executed in one oi• more countei•pai•ts each of which shall be deemed an original but all of which together shall constitute one aiid the same insti•unlei�t. Signed signature pages inay be transmitted by facsimile oi• e-mail, and any such signahii•e sllall have the same legal effect as an original. Dated the 21 day of January 2026. Johnson Control��II1C. (Assignoi•) By; C�i,cv�e,d- �.. A�e,e, �� Print: Charles R. Lee IV Title: Marlcet General Manager Johnson Controls Building Solutions, LLC, (Assignee) By; CP,.a�,2e,a- �.. c�e.e. �� Print: Charles R. Lee IV Title: Marlcet General Manager OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX ASSignnlent Page ] of3 NOTARY ACKNOWLEDGEMENT On the 21St day of January 2026, personally appeared cnaries �ea , who acicnowledged to me that (s)he is the Marlcet Genet•al Manager of Johnson Coiiti•ol�Inc, ("Assignoi•"), a�id that (s)he executed this document for the purposes and consideration contained herein. Johnson �rontrol�,Inc. By: 1��..a�.Pe.d- �, c�e.e, �Q� Print: harles R. Lee IV ��tle:--TIV1 lc t Genei•al Managet� �.-, SUBSCRIBED TO before me �4� this 21St \ d��of / �a ������,►� � � � �u,�,,,�� ���`` �ER.� Y 8�c �'�i � � `������•O P�'Y P�/� 'Q�� ���� C % _ �z � �'• _ � Np F O F ��}� ' %.� �'�, !z8999$��' � ���� � k ' ti � �i����/A/ �51 z n,20`\\��� Notar bli ` or Mj� COri11111SS101] EXpll•es: , 2026. s State of Texas 05/24/202f! NOTARY ACKNOWLEDGEMENT On the 215� day of January 2026, personally appeared Charles Lee , who aelcnowledged to me that (s)he is the Marlcet General Manager of Johnson Controls Building Solutions, LLC. ("Assignee"), and that (s)he executed this document for the purposes and consideration contained herein. Johnson Controls Building Solutions, LLC. By: C�,n,�e,a- �.. o�e,� �.Q� Pi•int: Charles R. Lee IV �i��i�t�t�t Cr�ns�l Managei• SUBSCRIBED TO before me �n this 21�c da�of ,� \����Nu i u � � U riii,,i o`���� �EFI•L Y• �� ���''� .`��Cr,•�PRY P�' .'q� '� � ��p e�'•. � � _ � � � = _ yT .�Q. � '',!oFOP���. : �% '•• �?8 99g�''� • ��� i �`�, . 9 . � �i����i��p� �5' 2 412��,0��\`\ , 2026. � _ . � �Puhli m and foi• the State of Texas My commission Expires; o5�zai2oza Assigument Page 2 of3 CONSENT TO ASSIGNMENT The City of Fort Worth consents to the assignment of Johilson Control�,Inc. ("Assignor") to Johnson Contrals Building Solutions, LLC, ("Assignee"), of all its rights, title, and obligation owing and all funds due or to become due to Assignor under CSC 61968 as long as all terms required of Assignor in said contracts are met by Assignee. CITY OF FORT WORTH ,_.�`i���t�i.a�. ���� �. Chnstopher Harder (Fe , I�2612:51:25 CST) Department Director � C=�����-� Assistant City Mauager aau ��OF FORt�dpd 04 q°� a9.�v ATTESTED BY: p�� o=� � �� � o,*ao a.p �� %a ..��� �aan aezp544 Jamlette Goodall, City Secretaiy Date 02/10/2026 Date 02/10/2026 Date APPROVED AS TO FORM AND LEGALITY: %��ur�`i� City of Fort Worth Assistant City Attorney Conti•act Compliance Managei•: By signing I acicnowledge that I am the person responsible for the monitoa•ing and administration of this contract, including ensuring all performance and reporting requirements. Richard Lis�Feb 2, 2026 12:50:21 CST) Employee Signature/Date Sr. Water IT Manager Title �FFICIAL RECORD CITY SECRETARY FT. WORTH, TX Assignment Page 3 of3 W�8�C' Certificate of Foreign Person's Claim That Income Is Effectively Fonn Cannected With the Conduct of a Trade or Business in the United States (Rev. Octoher 2021) ► Section references are to the Internal Revenue Code. OMB No. 154�-1621 Department of the Tr�.asury ► Go to www.irs.gov/FormW8ECl for instructions and the latest information. Internal Revenue Service � Give this form to the withholding agent or payer. Do not send to the IRS. Note: Persons submittinp this lorm n�ust file an anr:ual U.S. income tax return to report inco�ne claimed to i�e etfectively connected �vith a U.S. trade or business. See instructions. Do not use this form for: Instead, use Form: • A beneficial owner solely claiming foreign status or treaty benefits . . . . . . . . . . . . . . . . . W-88EN or W-8BEN-E • A foreign yovernment, international organization, foreign central bank of issue, (oreign tax-exempt oryanization, 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: Tliese entities should use Form W-BECI if they received effectively connected income and are not eligible to claim an exemption for chapter 3 or 4 purposes on Form W-8EXP. • A foreign partnership or a foreign trust (unless claiming an exemption from U.S, withholding on income eftectively connected with the conduct of a trade or business in the United States) . . . . . . . . . . . . . . . . . . . . . W-gBEN-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 oryanization that is the beneficial owner 2 Country of incorporation or organization Tyco Technology GmbH Switzerland 3 Name of disreg�rded entity receiving the payments (if applicable) Johnson Controls Building Solutions LLC (disregarded entity wlth 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 Part ❑ International oryanization ❑✓ Corporation ❑ Private foundation ❑ Individual ❑ Estate 5 Permanent residenc:e 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 nppropriate. Country Neuhausen am Rheinfall, Schaffhausen (de) 8120 Switzerland 6 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, state, and ZIP code Glendale, WI 53209 7 U.S. taxpayer identification number (required—see instructions) ❑ SSN or ITIN � EIN 98-1647226 $a Foreign tax identifying number (FTIN) Sb Check if FTIN not legally required . . . . . . . . . . . ❑ 9 Reference number(s) (see instructions) 10 Date of birth (MM-DD-YYYI� 11 Specify each item of income that is, or is expected to be, received from the payer that is effectively connected witli 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) daiming an exception from withholding under Reyulations section 1.1446(Q-4(b)(6); and any gain from the transfer of the PTP interest associaied with this form is effectively connecled with the conduci of a trade or business �vithin the United States without regard to section 864(c)(8). ... � �� Certification Under panallies of perjury, I declere that I have examined the inform�tion on this form and to the hest of my knoevledge and helief it is trua, cnrrect, and complete. I f�u ther certify under penalties of perjury that: • I ain the baneficial owner (or I am authorized to siyn for the beneiicial owner) of all the payments to which this form relates, • The amounts for which ihis certification is provided are effectively connected with the condur,t of a trade or business in the United States, � The incoma for which this (onn was providad is includible in my �ioss income (or the beneticial owner's �ross in�.ome) (or the taxable year, and Sign ' The beneficial o�vner is not a U.S. parson. Furthermore, I authoriza this iorm to be provided to any withholding agent that has control, receipt, or custody of the payments oi evhich I am the Here beneticial o�t�ner or any withholding agent thal can disburse or make payments o( the amounts o( �vhich I am tho beneticial owner. I agree that I will submit a new form within 30 d2ys if any certification made on this form becomes incorrect. ❑✓ I certi tli t I ha�he capacity to sign for the person identified on line 1 of tliis form. vJ � Daniel C. McConeghy 4/7/2025 Signature of beneficial o�vner (or indlvidual authorized to si�n fur the beneficial owner) Print name Dale (MM-DD-YYYY) For Paperwork Reduction Act Notice, see separate instructions. C�1. Na 25045D Form W-BECI (Rev. 10-2o2t) ,I<�{lli:',i�ll (,i�IlifU�', :,/li/ I`,I (;f('.�:il l;F�y /vv�n. I�iiilvi�u.ik��r�, A.iVl S;:J(141 �,'..�\,:ii,^,i.J(li ll �.`',� >f iCrli 11i�r)�`��.(;C)I � � January 2026 Clarification of Johnson Controis Building Solutions, LLC's Form W-8EC1 Dear Customer: � ,lI �ohnson J �r� �� �, �_. 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. Who IVlust Provide Form W�SECI Source: https://www.irs.gov/pub/irs-pdf/iw8eci.pdf You must give Form W-8EC1 to thE withholding agent or payer if you are a foreign person and you are the beneficial owner of U.S. source income that is (or is deemed to be� effectively connected with the conduct of a trade or business voithin the United States or are an entiry (including a foreign partnership or foreign trust) engaged in a U.S. trade or business submitting this form on behalf of your owners, partners, or beneficiaries. Provide Form W-8EC1 to the withholding agent or payer l�eiore income is paid, credited, or allocated 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 tocation 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 Page 1 e aware The First State I, JEFFREY W. BUI�LOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DD HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "JOHNSON CONTROLS DIGITAL SOLUTIONS, LLC", CFIANGING ITS NAME FROM "JOHNSON CONTROI�S 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 �' \ � Jeflray ri. 8utlot�. Srcfelary af State ) Authentication: 205171814 Date:12-18-24 You may verify this certificate online at corp.delaware.gov/authver.shtml STATE OF DELAWARE CERTIFICATE �F AMENDMENT OF CERTIFICATE OF FORMATION The undersi�;ned authorized person, desiring to amend the limited liability conipany foi�nation put�sua�lt to Section 18-202 of tlie Liznited Liability Cotnpany Act of tlie State of DeIaware, hereby certifies as follows: l. The name of the limited liabiiity company is Johnson Cantrals Digital Solutions, LLC 2. The Ce��tificate of Formation of the limited liability company is hereby amended as follows: The name of the limited liability company is: Johnson Contrals Building Solutions, L.LC �. .-w�'��ct" -'� ---- By: . `' _. �-!' Autl�orized Pet•son Name: Richard J. Dancy, Vice President Print or Type State of Del�n�atr Secirta«• of State Di�•islon of Coi�m�aiious Delivered 10:33 AJI 12118I2024 PQ.�D 10:33 A�I 1211811U24 SR 20244531424 - FileNumber 7181584 02/11/2025 12:22;36 PM -0500 IRS �� Department of the Treasury Internal Revenue Service 7940 Kentuclty dr Florence, KY, 41042 JOHNSON CONTROLS BUILDING SOLUTIONS LLC °u ,►OHNSON CONTROLS INC SOLC MBR 5757 N GREEN BAY AVE NUM X81 MILWAi1KI�.I?, WI 53209•=�408-573 l:mplc>yer ldentification Number: 83-28G270=� Dear Taxpayer: Thank you for your inquiiy of 2/11J2025. PAGE 2 OF 2 In reply refer to: 023G29-�038 2/11/2025 L'I'R 147C Your T_.mployer ldentification Number (EIN) is83-28G270=�. I'lease 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 have any questions regarding tliis letter, you can call 800-829-0115. If you prefer, you may write to us at the address shown at the top of the first pa�;e of this letter. W11en you write, please include a telephone number where you may be reaclled and the best time to call. Sincerely, Ms.Leonard 1003275G92 Large Corp Tax Fxaminer BUSIh1ESS dRGA,NI?A,TIC)HS INQUIRY- I�rtg NumbQr: 80�8983�i9 Entity T�rpe: Foreign Limifed �iability Company (LLC) riginal Date of Filing: February 6. 202� Entity 5tatus: ln existenee �rrr9ation date: tV1A ix ID: 32098387147 FEIN. 83Z8627�Oh am�: Johrtson Gvnirols Building SQlutians. LLC ddress: 57�7 �J. Gre�n Bay Aver�ue, Glendal�:, Vtjl 532�9 4JSh� ctitious hiame: N�A �ristiiction: DE. USA �reign Farmation Decamhe�r '13, 20'13 ate: REGISTER�D ,'S,GEPdT iame 1 T Corparation Sy�stem �r�er I I Ret�rn to Search I �1LJNG FtISfORY �...,.,�:�,.._�. N�REtES `� h+lAFlAGEA�I+IT dddr�ess 1969 Bryan Street; Suite; 9Q0, � aflas. TX �5201-3'[ 36 U�A U�GC BUsiness Or�anizatiar�s �rade�nnarks Aeco�n� '�IeIp��Fees Briefcas� �agaut FtJRTW�RTHU City Secretaty's Office Contract Routing & Transmittal Slip Contractor's Name: CSC 61968 Johnson Controls to Johnson Controls Building Solutions, LLC Subject of the Agreement: Consent of Assignment M&C Approved by the Council? * Yes ❑ No �✓ If so, the M&C �nust be attciched to tlie contr•czct. Is this an Amendment to an Existing contract? Yes ❑ No ❑✓ If so, provide tlae or�igi�zal co��tract i�urnber a��d tl�e ame�adnaent �zumbe��. Is the Contract "Permanent"? *Yes ❑ No �✓ If ci�astrre, see bacic page for permanent co���tr•act listilag. Is this entire contract Confidential? �'Yes 0 No 0✓ If of�ly specific info,�,ncztio�2 is Co�zficle�ztial, please list wlaat i�lformatio�7 is Co�2fide�ztial m�c� the page it is locatecl. Effective Date: NA Expiration Date: NA If differe�zt fi�om the approv�tl date. If czpplicable. Is a 1295 Form required? * Yes ❑ No ❑� �`If so, please e�asur•e it is uttached to tTze approving M&C or att�cclzed to tl�e co�ztract. Project Numbei: Ifapplicable. NA *Did you include a Text field on the contract to add the City Secretaiy Contract (CSC) number? Yes ❑✓ No ❑ Contracts need to be routed for CSO processin� in the followin� ot•der: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (For•m Filler) *h�dicates the i��forrnatio�a is rec�crired c��1c� if t1�e i��formatioit is �aot providecl, tl�e contr�act will be rete�r�2ed to the depczrtmeitt. Pet�nanent Contracts Advanced Funding Agreements Architect Service Community Facilities Completion Agreement Construction Agreement Credit Agreement/ Impact Fees Crossing Agreement Design Procurement Development Agreement Drainage Improvements Economic Development Engineering Services Escrow Agreement Interlocal Agreements Lalce Worth Sale Maintenance Agreement/Storm Water Pai•lcs/Irnprovement Parlcs/Other Amenities Parlcs/Play Equipment Project Development Property/Purchase (Property owned by the City) Propei-ty/Sales (Property owned by the City) Property/Transfers (Property owned by the City) Public Art Sanitaiy Sewer Main Replacements Sanitary Sewer Rehabilitations Settlements (Employees Only) Streets/Maintenance Streets/Redevelopment Streets/Repairs Streets/Traffic Signals Stiuctural Demolition (City owned properties) Utility Relocation Water Reclamation Facility Water/Emergency Repair Water/Interceptor Water/Main Repairs Water/Main Replacement Water/Sanitaiy Sewer Rehabilitation Water/Sewer Service Water/Storage Tanlc