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HomeMy WebLinkAbout062758-NC1 - General - Contract - Shield Engineering, LLCFORT WORTH;, Memorandum Date: 3/17/2026 CSC No. 62758-NC1 To: Hye Won Kim, Assistant City Attorney To: Tony Sholola — Assistant Director, Water Chris Harder — Director, Water CH To: Jannette Goodall, City Secretary A t Re: Shield Engineering Group PLLC to LLC — IRS Legal Classification update only Prior Name: Shield Engineering Group, PLLC New Name: Shield Engineering Group, LLC CSC: 62758 IRS Legal Classification update only, tax id number remains the same. Approved By: Hye Won Kim, Assistant City Attorney 03/18/2026 Approval Date: Financial Management Services Purchasing — Vendor Management City of Fort Worth • 100 Fort Worth Trail, Fort Worth, TX 76102 817-392-0000 • FAX 817-392-0000 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Filing#:801101046 Document#:1542544550002 Filed On 12/16/2025 received by Upload Form 414 (Revised 09/13) Submit in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512 463-5555 FAX: 512/463-5709 Filing Fee: See instructions The name of the filing entity is: Restated Certificate of Formation With New Amendments Entity Information This space reserved for office use. Shield Engineering Group, PLLC State the name of the entity as currently shown in the records of the secretary of state. If the amendment changes the name of the entity, state the old name and not the new name. The filing entity is a: (Select the appropriate entity type below.) Q For -profit Corporation ❑ Professional Corporation Q Nonprofit Corporation ® Professional Limited Liability Company ❑ Cooperative Association ❑ Professional Association [] Limited Liability Company ❑ Limited Partnership The file number issued to the filing entity by the secretary of state is The date of formation of the filing entity is: 03/23/2009 Statement of Approval 801101046 Each new amendment has been made in accordance with the provisions of the Texas Business Organizations Code. The amendments to the certificate of formation and the restated certificate of formation have been approved in the manner required by the Code and by the governing documents of the entity. Required Statements The restated certificate of formation, which is attached to this form, accurately states the text of the certificate of formation being restated and each amendment to the certificate of formation being restated that is in effect, and as further amended by the restated certificate of formation. The attached restated certificate of formation does not contain any other change in the certificate of formation being restated except for the information permitted to be omitted by the provisions of the Texas Business Organizations Code applicable to the filing entity. Form 414 Effectiveness of Filing (Select either k B, or C.) A. ® This document becomes effective when the document is filed by the secretary of state. B. ❑ This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is: C. ❑; This document takes effect upon the occurrence of the future event or fact, other than the passage of time. The 901h day after the date of signing is: The following event or fact will cause the document to take effect in the manner described below: Execution The undersigned affirms that the person designated as registered agent in the restated certificate of formation 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. Date: December 15. 2025 Shield Engineering_ Group, PLLC Name of entity (see Execution instructions) Signature authorized individual (see instructions) Craig H. Barnes Printed or typed name of authorized individual Attach the text of the amended and restated certificate of formation to the completed statement form. Identify the attachment as "Restated Certificate of Formation of [Name of Entity]." Form 414 AMENDED AND RESTATED CERTIFICATE OF FORMATION OF SHIELD ENGINEERING GROUP LLC A TEXAS LIMITED LIABILITY COMPANY ARTICLE I: NAME AND ENTITY TYPE The filing entity being formed is a limited liability company. The name of the entity is SHIELD ENGINEERING GROUP, LLC (the "Company"). ARTICLE II: REGISTERED OFFICE AND AGENT The name of the registered agent is an individual resident of the state whose name is Craig H. Barnes. The address of the Company's registered office in the State of Texas is 8103 Shelton Drive. Fort Worth, Texas 76120. ARTICLE III: PURPOSE The Company is formed for the purpose of engaging in any lawful act or activity for which a limited liability company may be formed under the Texas Business Organizations Code. ARTICLE IV: GOVERNING AUTHORITY The Company shall have and be governed by managers. ARTICLE V: NAMES AND ADDRESSES OF INITIAL GOVERNING AUTHIORITY The name and address of each initial manager are set forth below Craig H. Bames 1600 W. 7t` Street, Suite 400 Fort Worth, TX 76102 Jean-Marie Alexander 1600 W. 76 Street, Suite 400 Fort Worth, TX 76102 Ryan J. Hill 1600 W. 7" Street, Suite 400 Fort Worth, TX 76102 ARTICLE VI: INITIAL MAILING ADDRESS The mailing address to which state franchise tax correspondence should be sent is: 1600 W. 71` Street, Suite 400, Fort Worth, TX 76102 ARTICLE VII: EFFECTIVENESS OF FILING Page t of 2 Effective Date. This document becomes effective when the document is filed by the secretary of state. ARTICLE VIII: EXECUTION The undersigned affirms that the person designated as registered agent has consented to the appointment. The undersigned also affirms that, to the best knowledge of the undersigned, the name provided as the name of the filing entity does not falsely imply an affiliation with a governmental entity. 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: December 15, 2025 Signa of Organizer Craig H. Barnes Printed or typed name of organizer Page 2 of 2 SHIELD ENGINEERING GROUP, PLLC MEMBER WAIVER AND CONSENT The undersigned, being all the Members of Shield Engineering Group, PLLC, {the "Company"} hereby waive notice and call of meeting and do hereby unanimously consent to the adoption and approval of the following actions: RESOLVED, that the Company amend its certificate of formation be a manager managed limited !lability company; FURTHER RESOLVED, that the attached Amended and Restated Certificate of Formation of Shield Engineering Group, LLC be and it hereby is adopted, ratified and approved; and FURTHER RESOLVED, that Craig Barnes be and he hereby is authorized to execute and file the Amended and Restated Certificate of Formation of Shield Engineering Group, LLC with the Texas Secretary of State. Executed this 15th day of December 2025 Craig H. earnes, Managing Member Je C-Marle Alexander, Managing Member I Ryan J. Hill, Managing Member 756635.1 u LU tA LLJ 'Q LLJ 0 LL 0 J d) 69 m {. i (D id U7 QJ ll Cl) CJ ri Q) M1 r C [is 0 C) 7) Q1 �J5 E l.. L N t� t+} CA C CZ �-. =1 e o cu rn d) L1J 0 4s C r m LLJ r z SiS � u) H �w ill s15 x CI 47 LU C3 J J J J a 1 z ER LLJ LLJ z 75 z LLJ {� J E LL-j � C17 ila 5� 7 T LL co m D C C, 7 J L10 V z E LU LU Z 5 z LU J Lki T 4 T T Q Y i r) 0 Form w-9 Request for Taxpayer Give form to the (Rev. March 2024) Identification Number and Certification requester. Do not Department of the Treasury Go to www.irs.gov/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/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.) Shield Engineering Group LLC 2 Business name/disregarded entity name, if different from above, M 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 monly one of the following seven boxes. certain entities, not individuals; c- see instructions on page 3): c ❑ Individual/sole proprietor ❑ C corporation ❑ S corporation ❑ Partnership ❑ Trust/estate e ❑✓ LLC. Enter the tax classification (C = C corporation, S = S corporation, P = Partnership) . . . . s Exempt payee code (if any) Q. 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 ❑ 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 outside the United States.) ya this box if you have any foreign partners, owners, or beneficiaries. See instructions . . . . . . . . . ❑ in 5 Address (number, street, and apt, or suite no.). See instructions. Requester's name and address (optional) PO Box 470636 6 City, state, and ZIP code Fort Worth, TX 76147 7 List account number(s) here (optional) EMJA 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. 2 6 - 1 4 1 5 1 1 1 8 1 7 1 5 1 8 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, yiL are not_required to sigr)Ahe cerfifica4on, but you must provide your correct TIN. See the instructions for Part II, later. Sign Signature of O Here U.S, person Date / of! General Instructi 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. 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. 10231 X Form W-9 (Rev. 3-2024) FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: CSC 62758 - Shield Engineering Group PLLC to LLC Subject of the Agreement: Entity classification updated from PLLC to LLC. Supplier kept same tax id number. M&C Approved by the Council? * Yes ❑ No M If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 0 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No 0 If unsure, see backpage for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 0 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 21 *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. NA *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 0 No ❑ 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.