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HomeMy WebLinkAbout062560-CA1 - General - Contract - Zimmerer Kubota & Equipment, Inc. and NewCo DFW, LLCCSC No. 62560-CA1 CITY OF FORT WORTH .ASSIGNMENT For value received Zimmerer Kubota & Equipment, Inc. ("Assignor"), hereby assigns to NewCo DFW, 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 62560 (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 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 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 2026. Zimmerer Kubot & Equipment, Inc. (Assignor) By: ,�, /— I—,-- Print: a2hoy 2 01t Title: Vice President of Finance NewCo DFW, LLC (Assignee) By: �z 6V Print: j 7 k-- opf Title: Vice President of finance OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Assignment Page 1 of 3 NOTARY ACKNOWLEDGEMENT On t e 301� day of -Tu. vv, 2026, personally appeared NUtW1W, who acknowledged to me that (s)he is the Vice President of Finance of Zimmerer Kubota & Equipment, Inc. (`Assignor"), and that (s)he executed this document for the purposes and consideration contained herein. n Zimmerer Kub & Equip nt, By: Print: Sq,,,n 2 .net�y Title: Vice President of Finance SUBSCRIBED TO before me on this 36* day of ��fUytj, , 2026. IL�A (A J All 'fERESA :1EXAS Cv4t_ Notary Public in an or t State of •t; �* STATE oMy commission Expires: ' ID#12 hh G�—. EV. 2, 2Q23 NOTARY ACKNOWLEDGEMENT r On the Z day of 2026, personally appeared T 114/- Cirb�,�,l�— , who acknowledged to me that (s)he is the Vice President of Finance of NewCo DFW, LLC. ("Assignee"), and that (s)he executed this document for the purposes and consideration contained herein. NewCo DFW, By: Print: 171 - dt%na f Title: Vice President of Finance SUBSCRIBED TO before me on this 0 a day of Nu\q 2026. Notary Public in and for the State of t cXC. My commission Expires: j, -3 - a ..� MARIA GANDARA Notary ID #129096468, My Commission Expires October 27, 2026 Assignment Page 2 of 3 CONSENT TO ASSIGNMENT The City of Fort Worth consents to the assignment of Zimmerer Kubota & Equipment, Inc. ("Assignor") to NewCo DFW, LLC ("Assignee"), of all its rights, title, and obligation owing and all funds due or to become due to Assignor under CSC 62560 as long as all terms required of Assignor in said contracts are met by Assignee. CITY OF FORT WORTH 07/17/2026 Lauren Prieur (Jul 17, 2026 19:40:17 CDT) Director Date AMn -M&— 07/28/2026 Dianna Giordano (Jul 28, 2026 09:58:08 CDT) Assistant City Manager Date Laq o �Fortr°cd ATTESTED BY: �p adannnE.......... o564a Jannette Goodall, City Secretary APPROVED AS TO FORM AND LEGALITY: /mm City of Fort Worth Assistant City Attorney Contract Compliance Manager: 07/28/2026 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 Sr. Admin Assistant Title OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Assignment Page 3 of 3 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.) NEWCO DFW, LLC 2 Business name/disregarded entity name, if different from above. Kubota of Dallas, Zimmerer Kubota, Zimmerer Kubota & Equipment 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 CZ only one of the following seven boxes. certain entities, not individuals; Q c ❑ Individual/sole proprietor ❑ C corporation ❑✓ S corporation ❑ Partnership ❑ Trust/estate see instructions on page 3): 0 c ❑ LLC. Enter the tax classification (C = C corporation, S = S corporation, P = Partnership) Exempt payee code (if any) Q a V 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 « box for the tax classification of its owner. Compliance Act (FATCA) reporting y 'i: ❑ Other (see instructions) code (if any) IL c, 3b If on line 3a you checked "Partnership" or "Trust/estate," or checked "LLC" and entered "P" as its tax classification, Y= (Applies to accounts maintained m 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 . . ca) 5 Address (number, street, and apt. or suite no.). See instructions. Requester's name and address (optional) PO Box 10198 6 City, state, and ZIP code Fayetteville, AR 72703 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 (SHowever, for a 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 3 — 3 8 2 9 3 1 3 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 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, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later. Sign Signature of [ , �� / Here U.S. person ,A(yGC�=""'' Q&w4z-ten, Date 06/01 /2026 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.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. 10231X Form W-9 (Rev. 3-2024) Corporations Sections E O P.O.Box 13697, Austin, Texas 78711-3697 ` Jane Nelson Secretary of State Office of the Secretary of State CERTIFICATE OF FILING OF Newco DFW, LLC File Number: 805938716 Assumed Name: Zimmerer Kubota & Equipment The undersigned, as Secretary of State of Texas, hereby certifies that the assumed name certificate for the above named entity has been received in this office and filed as provided by law on the date shown below. ACCORDINGLY the undersigned, as Secretary of State, and by virtue of the authority vested in the secretary by law hereby issues this Certificate of Filing. Dated: 05/05/2026 Effective: 05/05/2026 Jane Nelson Secretary of State Come visit us on the internet at h1tps://www. sos. texas.gov/ Phone: (512) 463-5555 Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services Preparedby: WEBSUBSCRIBER TID: 10342 Document: 1583858300004 �ZkK Zimmerer Kubota June 22, 2026 KUBOTA P. 479.-42.4476 f. 479.383,4 18 OFD A L L A S a- Po. Sox 10198, Fayeftenilk, AR 72703 RE: Confirmation of Asset Purchase To Whom It May Concern: Zimmerer Kubota & Equipment, Inc. This letter confirms that on or about May 29, 2026, NewCo DFW, LLC, a Texas limited liability company ("Buyer"), completed the purchase of substantially all of the assets of Zimmerer Kubota & Equipment, Inc., a Texas corporation ("Seller"), pursuant to an Asset Purchase Agreement dated as of May 28, 2026 (the "Agreement"). The assets acquired include the inventory, equipment, rental fleet, fixed assets, customer relationships, goodwill, and other business assets associated with Seller's six (6) equipment dealership locations in the State of Texas, located at: (1) 2825 Nolan River Road, Cleburne, TX 76033 (2) 3472 U.S. 287, Decatur, TX 76234 (3) 4701 North Interstate 35, Denton, TX 76207 (4) 5165 Mark IV Parkway, Fort Worth, TX 76106 (5) 3218 U.S. 82, Gainesville, TX 76240 (6) 14851 U.S. 75, Van Alstyne, TX 75495 The business previously operated by Seller under the name Zimmerer Kubota & Equipment is now owned and operated by Buyer at the above locations, using the same assumed name. In connection with the acquisition, Buyer succeeded to the contracts, dealer agreements, vendor relationships, government contracts, and other business arrangements of Seller. This letter is intended to serve as confirmation of the change in ownership for purposes of updating any contracts, accounts, licenses, or registrations that were held in Seller's name prior to closing. Please note that the specific financial terms of the Agreement are confidential. This letter is provided solely to confirm the occurrence and general nature of the transaction and should not be construed as a disclosure of the full terms of the Agreement. If you have any questions regarding this transaction or require additional information to process a contract assignment or account update, please do not hesitate to contact us at the information below. Sincerely, NewCo DFW, LLC 2"�—Xlwv Shannon Mirus General Counsel www.k)uboacenier.com I T,ge[ber We Do More. I DALLAS • GROVE • HARRM. N JOPLIN • PRYOR • SPRINGDALE • TULSA FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: CSC 62560 Consent of Assignment Zimmerer Kubota & Equipment to NewCo DFW Subject of the Agreement: Consent of Assignment 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.