Consent_to_Assignment_-_Gemalto_to_Thales.pdf

STATE OF ARIZONA

CONSENT TO ASSIGNMENT STATE OF ARIZONA

Contract No. CTR040045 Biometric Products and Services

State Procurement Office Department of Administration

100 N. 15th Avenue #402 Phoenix, Arizona 85007

Gemalto Cogent Inc., hereinafter referred to as the "ASSIGNOR," hereby represents and warrants that the ASSIGNOR desires to assign Contract No. CTR040045 for Biometric Products and Services, hereinafter the “CONTRACT” to Thales Dis USA, Inc.

hereinafter referred to as the "ASSIGNEE”

ASSIGNOR warrants and represents ASSIGNOR has full right and authority to transfer the CONTRACT and the contract rights upon execution of this document.

THEREFORE, essential to the STATE consenting to the assignment of the Contract from ASSIGNOR to ASSIGNEE, ASSIGNOR and ASSIGNEE represent, warrant, and agree with the STATE to the following statements:

1. ASSIGNEE represents and warrants that:

(a) it has read and understands the terms and conditions of the Contract;

(b) it has thorough knowledge of all work performed by ASSIGNOR under the Contract; and

(c) any remaining work under the Contract can and shall be performed in a timely and satisfactory manner for the remaining

Term of the Contract.

2. ASSIGNOR warrants and represents that the CONTRACT is in full force and effect and is fully assignable.

3. ASSIGNOR and ASSIGNEE hereby acknowledge and agree with the STATE that upon the date of signatures that neither

ASSIGNOR nor ASSIGNEE have basis for filing any claim against the STATE in connection with the CONTRACT; and that no event has occurred which itself constitutes or would in the future constitute a default under the terms of the CONTRACT.

4. ASSIGNEE understands and agrees that it shall assume and be responsible for all obligations of ASSIGNOR under the CONTRACT, including but not limited to those pertaining to the quality and workmanship of all work performed by ASSIGNOR, and shall fully warrant such work in accordance with the requirements of the CONTRACT.

5. ASSIGNOR hereby releases and discharges the STATE from any and all claims and liabilities relating to or arising out of the CONTRACT. Further, ASSIGNOR understands and agrees that this consent shall not relieve ASSIGNOR of any of the obligations to be observed and performed by ASSIGNOR under the CONTRACT and that this consent shall not be construed as a waiver or limitation of any right the STATE has or may have against ASSIGNOR, and all rights of the STATE under the CONTRACT and/or under the law are expressly reserved.

STATE Consent to Assignment Contract No. [Enter Contract Number]

[r040510/Contract_Assignment]

As witnessed below the ASSIGNOR and ASSIGNEE have executed this Agreement. ASSIGNOR: Gemalto Cogent Inc.

TIN: 95-4305768

Taxpayer Identification Number as it appears on IRS Form W-9

By: June 22.2021 Authorized Representative Signature Date

Steve Purdy, Head of Sales and Marketing, Identity and Verification Printed Name / Title

ASSIGNEE: Thales Dis USA, Inc.

TIN: 5 2 -1 6 7 4 0 2 3

Taxpayer Identification Number as it appears on IRS Form W-

By: , June 22.2021 Authorized Representative Signature Date

Steve Purdy, Head of Sales and Marketing, Identity and Verification Printed Name / Title

Contract No. CTR040045 is without modification and remains on the terms contained and shall hereinafter be assigned Contract No. CTR055771.

The STATE hereby consents to this Assignment, effective as of this 22nd day of June, 2021.

THE STATE OF ARIZONA

DEPARTMENT OF ADMINISTRATION

STATE PROCUREMENT OFFICE

By:

Eric Bell Date __________ Procurement Officer

6/22/2021