Loading...
HomeMy WebLinkAbout058686-CA1 - Construction-Related - Contract - Parkhill, Smith & Cooper, Inc.CSC No. 58686-CAl CITY OF FORT WORTH ASSIGNMENT For value received Graham Associates, Inc. ("Assignor"), hereby assigns to Parkhill, Smith & Cooper, Inc. ("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 58686 (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 29th day of .tune 2026. Graham Associates, Inc. (Assignor) By: Print: Title: Controller Parkhill, Smith & Cooper, Inc. (Assignee) By: Print: Title: Senior Vice President of Finance OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Assignment Page t of NOTARY ACKNOWLEDGEMENT On the 30th day of June 2026, personalty appeared Rick Campos , who acknowledged to me that (s)he is the Vice President of Finance of Graham Associates, Inc. ("Assignor"), and that (s)he executed this document for the purposes and consideration contained herein. Graham Associates, Inc. By: of cryW Print: Title: Contoller SUBSCRIBED TO before me on this 30th day of June , 2026. . L s t`�r �k�i13iU31433 t0tAi14�fSton ExpfilS one lz, xoir Online Notary Public. This 'tidal act involved the use of online audio/video communication technology. Notarization facilitated by SIGNiX® Notary Public in and for the SS rq i exas My commission Expires:027- NOTARY ACKNOWLEDGEMENT On the 29th day of June 2026, personally appeared Brian lrlbeck , who acknowledged to me that (s)he is the Vice President of Finance of Parkhill, Smith & Cooper, Inc. ("Assignee"), and that (s)he executed this document for the purposes and consideration contained herein. Parkhill, Smith & Cooper, Inc. By: 73rtr--, TrQljeak Print: Brian lrlbeck Title: Senior Vice President of Finance SUBSCRIBED TO before the on this 29th day of June , 2026. osr tlY5C0 Nj1433 w Online Notary Public. This notarial act involved the use of onyna audio/video communcation technology. Notarization facilitated by SIGNiX® -&,U C-Or"(10 t Notary Public in and for the State of -texas My commission Expires: June 12, 2027 Assignment Page 2 of CONSENT TO ASSIGNMENT The City of Fort Worth consents to the assignment of Graham Associates, Inc. ("Assignor") to Parkhill, Smith & Cooper, Inc. ("Assignee"), of all its rights, title, and obligation owing and all fiends due or to become due to Assignor under CSC 58686 as long as all terms required of Assignor in said contracts are met by Assignee. CITY OF FORT WORTH Lauren Prieur, Director C� Jesica McEachern, Assistant City Manager 'ol FGRT nA p~O,o 0tlg e=d ATTESTED BY: PP,�. V ` 1 aana�Ezwsoa Jannette Goodall, City Secretary APPROVED AS TO FORM AND LEGALITY: Im City of Foil Worth Assistant City Attorney Contract Compliance Manager: Date 08/06/2026 Date 08/06/2026 Date By signing I acluiowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. T,a.. e Q A1'4dt 1:1" Employee Signature/Date 07/20/2026 Title OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Assignment Page 3 of Form W11111119 Request for Taxpayer Give form to the (Rev. March 2024) Identification Number and Certification requester. Do not Department of the Treasury Go to wwwJrs.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 online 1, and enter the business/disregarded entity's name on line 2.) y o Parkhill, Smith & Cooper, Inc. 2 Business name/disregarded entity name. if different from above. Parkhill 3a Check the appropriate box for federal tax classification of the entityCndividual whose name is entered on line 1. Check 4 Exemptions (codes apply only to only one of the following seven boxes. certain entities, not individuals; ❑ Individual/sole proprietor ❑ C corporation ❑✓ S corporation ❑ Partnership ❑ Trust/estate see Instructions on page 3): ❑ LLC. Enter the tax classification (C = C corporation, S = S corporation. P = Partnership) Exempt payee code (if any) 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 box for the tax classification of its owner. Compliance Act (FATCA) reporting ❑ Other (see instructions) code (if any) 3b If on line 3a you checked "Partnership" or "Trust/estate," or checked "LLC" and entered "P" as its tax classification, ned and you are providing this form to a partnership, trust, or estate in which you have an ownership interest, check III (Applies to accounts Statemaints.) this box if you have any foreign partners, owners, or beneficiaries. See instructions . outside the united States.) 5 Address (number, street, and apt. or suite no.). See instructions. 4222 85th Street 6 City, state, and ZIP code Lubbock, TX 79423 7 List account number(s) here (optional) cation Number Requester's name and address (optionaq Enter your TIN in the appropriate box, The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, 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 Now to get a TIN, later. 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. Under penalties of perjury, I certify that: Social security number or Employer identification number 7 5_ 1 1 5 b 4 3 b 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 dividen4, you are not requireq to sign the certification, but you must provide your correct TIN. See the instructions for Part 11, later. Her I U.S. pensSignaturof af� t toh /a (3a 6 Here U.S. orlon 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.gov/F`ormW9. 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) Office of the Secretary of State Filed in the Office of the Corporations Section Secretary of State of Texas Filing #: 19636700 12/18/2020 P.O. Box 13697 Document #: 1014684960002 Austin, Texas 78711-3697 Image Generated Electronically (Form 503) for Web Filing ASSUMED NAME CERTIFICATE FOR FILING WITH THE SECRETARY OF STATE 1. The assumed name under which the business or professional service is or is to be conducted or rendered is: Parkhill / Schrickel Rollins 2. The name of the entity as stated in its certificate of formation, application for registration, or comparable document is: PARKHILL, SMITH & COOPER, INC. 3. The state, country, or other jurisdiction under the laws of which it was incorporated, organized or associated is TEXAS 4. The period, not to exceed 10 years, during which the assumed name will be used is 12/18/2030 5. The entity is a : Domestic For -Profit Corporation 6. The entity's principal office address is: 4222 85th Street, Lubbock, TX, USA 79423 7. The county or counties where business or professional services are being or are to be conducted or rendered under such assumed name are: ALL COUNTIES 8. The undersigned, if acting in the capacity of an attorney -in -fact of the entity, certifies that the entity has duly authorized the attorney -in -fact in writing to execute this document. The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument. PARKHILL, SMITH & COOPER, INC. Name of the entity By: Jay M. Edwards, President Signature of officer, general partner, manager, representative or attorney -in -fact of the entity FILING OFFICE COPY Docusign Envelope ID: 72534633-3A58-8A45-82DB-69A42B4FE8C5 Parkhill June 23, 2026 VIA E-MAIL: Mohanad Habib, P.E City of Fort Worth 100 Fort Worth Trail Fort Worth, Texas 76102 STRICTLY CONFIDENTIAL Re: Contracts and Projects with Kasper/Graham & Associates, Inc. (dba Graham Associates). Project listed in more detail on Schedule I, attached hereto (as may have been amended from time to time, the ("Agreements"), by and between City of Fort Worth and Kasper/Graham & Associates, Inc. ("Graham"). Dear Mohanad: Graham is pleased to announce our merger with Parkhill, Smith, and Cooper, Inc. dba Parkhill ("Parkhill'). This merger will strengthen Parkhill's civil engineering and surveying presence in North Texas and allow the Graham team to have additional support and resources along with multidisciplinary services. Our entire group of professionals at Graham will remain intact at our current location, with the goal of providing the same quality services that you are accustomed to receiving. Parkhill intends to also keep the same project team and professionals on your projects. This team will be available to answer any questions you may have regarding this letter and the transaction. Through this transaction, we will be able to offer more comprehensive engineering, landscaping, and architectural services through a network of more than 650 professionals located across 15 offices in Oklahoma, Texas, and New Mexico. Parkhill looks forward to expanding its geographic presence and suite of services to Graham's loyal clients. With the merger, Graham is assigning and transferring to Parkhill all of its rights, title and interests in and to its Contracts and Agreements, and Parkhill will assume Graham's obligations and liabilities under the Contracts and Agreements relating to the period from and after the Closing (the "Assignment and Assumption"). As a client of Graham's, we are providing notice of this transfer and seeking your consent, so that we can move these contracts under Parkhill's business office and continue our services and invoices under their purview. By executing this letter, you (i) irrevocably consent to and approve of the transaction and Assignment and Assumption; (ii) acknowledge that the Agreements shall remain in full force and effect following the consummation of the transaction and Assignment and Assumption; (iii) agree the transaction and Assignment and Assumption shall not constitute a breach of or default under the Agreements; and (iv) waive any right you may have under the Agreements to terminate, amend or otherwise modify the Agreements as a result of the transaction and Assignment and Assumption. You acknowledge that Parkhill shall be entitled to rely on your consent to the Assignment and Assumption and shall be entitled to enforce the provisions hereof as a third -party beneficiary hereof. We would appreciate your response to this letter as promptly as practicable. Please send a countersigned copy of this letter to John Lesnar at jlesnar@parkhill.com. Please feel free to contact me at 817-640-8535 should you have any questions regarding the foregoing. Thank you in advance for your assistance with this matter. 4222 85th Street Lubbock, Texas 79423 806.473.2200 ParkhiELcom Docusign Envelope ID: 72534633-3A58-8A45-82DB-69A42B4FE8C5 Sincerely, KASPER/GRAHAM & ASSOCIATES, INC. Signed by: By ,�elA,ln, (,t,slnav Name: John Lesnar Title: Senior Project Manager I Partner Acknowledged, accepted and agreed to this day of 2026. City of Fort Worth By SCHEDULEI • CLIENT: City of Fort Worth • PROJECT/CONTRACT: Name: Mohanad Habib Title: o Lisbon & Ashland Storm Drain Rehabilitation (SDR) - City Project No. 105007 o Pearl & Market Storm Drain Rehabilitation (SDR) - City Project No. 105020 FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: CSC 58686 Consent of Assignment Graham Associates to Parkhill Smith & Cooper Subject of the Agreement: Consent of Assignment M&C Approved by the Council? * Yes ❑ No 0 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 0 *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.