HomeMy WebLinkAbout057193-NC1 - General - Contract - Rebcon, LLCFORT WORTH;,
Memorandum
Date: 6/26/2026
To: Hye Won Kim, Assistant City Attorney
CSC No. 57193-NC1
To: Sophia Flores — Contract Compliance Specialist, Transportation & Public Works Sophia Flores
Lauren Prieur — Director, Transportation & Public Works �exfl Prieur
To: Jannette Goodall, City Secretary & � �K
Re: Rebcon, Inc to Rebcon, LLC- Entity Classification Change
Prior Name: Rebcon, Inc
New Name: Rebcon, LLC
CSC: 57913
Entity Classification change only; tax id number remains the same.
Approved By: vll t �
Hye Won Kim, Assistant City Attorney
Approval Date:
06/30/2026
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#:78000700 Document#:1104118070002 Filed On 12/20/2021 received by Upload
Form 632
(Revised 05111)
Return 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
Certificate of Conversion
of a
Corporation Converting
to a
Limited Liability Com
The name of the converting corporation is:
REBCON, INC.
The jurisdiction of formation of the corporation is
The date of formation of the corporation is
Texas
December 30, 1985
This space reserved for office use.
The file number, if any, issued to the corporation by the secretary of state, is: 0078000700
The corporation named above is converting to a limited liability company. The name of the limited
liability company is:
REBCON,LLC
The limited liability company will be formed under the laws of : Texas
❑✓ The plan of conversion is attached.
If the plan of conversion is not attached, the following statements must be completed.
❑ Instead of attaching the plan of conversion, the corporation certifies to the following statements:
A signed plan of conversion is on file at the principal place of business of the corporation, the
converting entity. The address of the principal place of business of the corporation is:
Street or Mailing Address City State Country Zip Code
A signed plan of conversion will be on file after the conversion at the principal place of business of
the limited liability company, the converted entity. The address of the principal place of business of
the limited liability company is:
Street or Mailing Address
city
State Country Zip Code
A copy of the plan of conversion will be furnished on written request without cost by the converting
entity before the conversion or by the converted entity after the conversion to any owner or member of
the converting or converted entity.
Form 632 4
efcate.of Formation, --id ECrtntity-
❑The converted entity is a Texas limited liability company. The certificate of formation of the
Texas limited liability company is attached to this certificate either as an attachment or exhibit to the
plan of conversion, or as an attachment or exhibit to this certificate of conversion if the plan has not
been attached to the certificate of conversion.
The plan of conversion has been approved as required by the laws of the jurisdiction of formation and
the governing documents of the converting entity.
A. ❑ This document becomes effective when the document is accepted and filed by the secretary of
state.
B, r] 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: January 1, 2022
C. ❑ This document takes effect upon the occurrence of the future event or fact, other than the
passage of time. The 90th day after the date of signing is:
The following event or fact will cause the document to take effect in the manner described below:
❑ Attached hereto is a certificate from the comptroller of public accounts that all taxes under title
2, Tax Code, have been paid by the corporation.
0 In lieu of providing the tax certificate, the limited liability company as the converted entity is
liable for the payment of any franchise taxes.
The undersigned signs this document subject to the penalties imposed by law for the submission of a
materially false or fraudulent instrument.
Date: 1 Z C�
�4- L7 C' -,r Aal
Signature and title of authorize/ p6rson on behalf of the
converting entity
Form 632
PLAN OF CONVERSION
LIMITED LIABILITY COMPANY
THIS PLAN OF CONVERSION (this "Plan") is hereby adopted this 6 day of December, 2021,
by REBCON, Inc. (the "Corporation")
WHEREAS, the Corporation is a Texas corporation formed on December 30, 1985;
WHEREAS, the Corporation desires to be converted to a REBCON, LLC, a Texas limited
liability company (the "Conversion");
WHEREAS, the board of directors of the Corporation have unanimously approved the
Conversion and this Plan and have recommended the Conversion and this Plan to the
shareholders of the Corporation (the "Shareholders") for their approval; and
WHEREAS, the Shareholders have unanimously approved the Conversion and this Plan.
NOW THEREFORE, the Corporation hereby adopts the following:
1. The Conversion is approved.
2. The Corporation will continue its existence as a Texas limited liability company after its
conversion to REBCON, LLC.
3. The Shareholders' percentage interest in REBCON, LLC shall be equal to the
Shareholders' percentage interest in the Corporation.
4. The Texas Certificate of Formation for REBCON, LLC is attached hereto as Exhibit A.
5. The Texas Certificate of Conversion converting the Corporation to REBCON, LLC is
attached hereto as Exhibit B (the "Certificate").
6. The Conversion shall be effective upon filing of the Certificate with the Secretary of
State of the State of Texas and the occurrence of the date set forth on the Certificate.
[Signature page follows]
IN WITNESS WHEREOF, the Plan is executed by the Corporation as of the date first written
above.
REBCON, INC., the Corporation
By:
Name; %L.-04 'v. IT, �!-
Title:
EXHIBIT A
CERTIFICATE OF FORMATION-
CERTIFICATE OF FORMATION
OF
REBCON, LLC,
A LIMITED LIABILITY COMPANY
This Certificate of Formation is submitted for filing pursuant to the applicable provisions of the
Texas Business Organizations Code.
Article 1: Entity Name and Type
The name of the entity is REBCON, LLC (the "Company"). The Company is a limited liability
company.
Article 2: Registered Agent, Registered Office and Initial Mailing Address
The initial registered agent of the Company is an individual resident of the state whose name is
Robert C. Bibby.
The business address of the registered agent, the registered office address and the Company's
initial mailing address is 1868 W. Northwest Highway, Dallas, Texas 75220.
Article 3: Formation Under Conversion
The Company was formed under a plan of conversion. The name of the Company prior to the
conversion was REBCON, INC. (the "Prior Corporation"). The Prior Corporation was formed
as a Texas corporation.
The Prior Corporation was formed on December 30, 1985. The address of the Prior Corporation
was 1868 W. Northwest Highway, Dallas, Texas 75220.
Article 4: Governing Authority
The Company initially has a manager. The name and mailing address of the initial manager is set
forth below:
Daniel E. Krieg, 1868 W. Northwest Highway, Dallas, Texas 75220
Article 5: 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 6: Supplemental Provisions and Information
The address of the Company's principal office in this state is: 1868 W. Northwest Highway,
Dallas, Texas 75220.
Any action required or permitted by the Texas Business Organizations Code to be taken at any
annual or special meeting of the managers 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 Robert C. Bibby. The address of the organizer is 1868 W.
Northwest Highway, Dallas, Texas 75220.
Article 8: Effectiveness of Filing
This Certificate of Formation becomes effective at a later date and time, which is not more than
ninety (90) days from the date of execution. The delayed effective date and time is January 1,
2022.
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:
K
Robert .Bibby'. O anizer
EXHIBIT B
CERTIFICATE OF CONVERSION
Form 632
(Revised 05111)
Return 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
w ch
Certificate of Conversion
of a
Corporation Converting
to a
Limited Liability Com
The name of the converting corporation is:
REBCON, INC.
The jurisdiction of formation of the corporation is
The date of formation of the corporation is
Texas
December 30, 1985
This space reserved for office use.
The file number, if any, issued to the corporation by the secretary of state, is: 0078000700
The corporation named above is converting to a limited liability company. The name of the limited
liability company is:
REBCON,LLC
The limited liability company will be formed under the laws of : Texas
❑✓ The plan of conversion is attached.
If the plan of conversion is not attached, the following statements must be completed.
❑ Instead of attaching the plan of conversion, the corporation certifies to the following statements:
A signed plan of conversion is on file at the principal place of business of the corporation, the
converting entity. The address of the principal place of business of the corporation is:
Street or Mailing Address City State Country Zip Code
A signed plan of conversion will be on file after the conversion at the principal place of business of
the limited liability company, the converted entity. The address of the principal place of business of
the limited liability company is:
Street or Mailing Address
city
State Country Zip Code
A copy of the plan of conversion will be furnished on written request without cost by the converting
entity before the conversion or by the converted entity after the conversion to any owner or member of
the converting or converted entity.
Form 632 4
efcate.of Formation, --id ECrtntity-
❑The converted entity is a Texas limited liability company. The certificate of formation of the
Texas limited liability company is attached to this certificate either as an attachment or exhibit to the
plan of conversion, or as an attachment or exhibit to this certificate of conversion if the plan has not
been attached to the certificate of conversion.
The plan of conversion has been approved as required by the laws of the jurisdiction of formation and
the governing documents of the converting entity.
A. ❑ This document becomes effective when the document is accepted and filed by the secretary of
state.
B, r] 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: January 1, 2022
C. ❑ This document takes effect upon the occurrence of the future event or fact, other than the
passage of time. The 90th day after the date of signing is:
The following event or fact will cause the document to take effect in the manner described below:
❑ Attached hereto is a certificate from the comptroller of public accounts that all taxes under title
2, Tax Code, have been paid by the corporation.
0 In lieu of providing the tax certificate, the limited liability company as the converted entity is
liable for the payment of any franchise taxes.
The undersigned signs this document subject to the penalties imposed by law for the submission of a
materially false or fraudulent instrument.
Date: 1 Z C�
�4- L7 C' -,r Aal
Signature and title of authorize/ p6rson on behalf of the
converting entity
Form 632
Farm �Va
(Rev. March 2024)
Department of the Treasury
Internal Revenue Service
Request for Taxpayer
Identification Number and Certification
Go to w'wwJrs.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.)
Rebcon, LLC
2 Business name/disregarded entity name, if different from above.
co
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
ru
only one of the following seven boxes.
certain entities, not individuals;
CL
o
[] Individual/sole proprietor ❑ C corporation ❑ S corporation ❑ Partnership❑ Trust/esfate
see instructions on page 3):
C
❑✓ LLC. Enter the tax classification (C = C corporation, S = S corporation, P = Partnership) S
Exempt payee code (if any)
o
Note: Check the "LLC" box above and, in the entry space, enter the appropriate code (C, S, or P) for the tax
n
classification of the LLC, unless it is a disregarded entity. A disregarded entity should instead check the appropriate
for
Exemption from Foreign Account Tax
o
box the tax classification of its owner.
Compllance Act (FATCA) reporting
❑ Other (see instructions)
code (if any)
IL r,
If on line 3a you checked "Partnership" or "Trust/estate," or checked "LLC" and entered "P" as its tax classification,
u3b
(Applies to accounts maintained
w
and you are providing this form to a partnership, trust, or estate in which you have an ownership interest, check
box if have foreign beneficiaries. See instructions ❑
outside the United States.
ythis
you any partners, owners, or . . . . . .
5 Address (number, street, and apt. or suite no.). See instructions.
Requester's name and address (optional)
to
400 109th St
6 City, state, and ZIP code
Arlington, Texas, 76011
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 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. 7 5 - 2 1 0 8 1 4 1 1 7 1 9
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 t 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 to sign the certification, but you must provide your correct TIN. See the instructions for Part 11, later.
Sign Signature of
Here I U.S. person date
General Instructions
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.gov1FommW9.
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 57193 Rebcon, Inc. to Rebcon, LLC
Subject of the Agreement: Entity Classification update- 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.