CTR055771_-_Consent_to_Assignment_-_CTR061120_-_Amend-3_11-17-2022.pdf

Consent to Assignment Page 1 of 5

CONSENT TO ASSIGNMENT STATE OF ARIZONA

Contract No. CTR055771

Assigned (New) Contract No. CTR061120

State Procurement Office Department of Administration 100 N. 15th Avenue Suite 305

Phoenix, Arizona 85007

ASSIGNOR desires to assign Contract No. CTR055771 for Biometric Products and Services, hereinafter the “CONTRACT” to FIELDPRINT INC (IV0000007637) 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.

WHEREAS the State of Arizona, State Procurement Office, Department of Administration has authority to permit the assignment of Contract No. CTR0555771 in accordance with A.R.S §41-2504 and A.A.C R2-7-602, WHEREAS the transition of this CONTRACT from the ASSIGNOR to the ASSIGNEE will take time during which the ASSIGNEE will begin to set up operations to transition to work under the CONTRACT, WHEREAS the period of time ASSIGNEE will take to set up operations to transition to work under the CONTRACT will hereinafter be referred to as the “IMPLEMENTATION PERIOD”, WHEREAS the time needed for the IMPLEMENTATION PERIOD is not currently known by the parties to this CONSENT TO

ASSIGNMENT,

WHEREAS the parties to this CONSENT TO ASSIGNMENT will agree to a date, hereinafter known as the “EFFECTIVE DATE”, which will be no later than OCTOBER 1, 2022, which date may be extended upon mutual agreement of the parties hereunder, WHEREAS on the EFFECTIVE DATE, the ASSIGNOR will assign all obligations under the CONTRACT to the ASSIGNEE, WHEREAS between the date this CONSENT TO ASSIGNMENT is signed and the EFFECTIVE DATE, which may be extended by the mutual consent of the parties, the ASSIGNOR will continue to be solely responsible for its performance of all the ASSIGNOR’s obligations under the CONTRACT; if the parties do not mutually consent to extend the EFFECTIVE DATE, the Assignor shall continue to perform under the CONTRACT, WHEREAS it is the intention of the ASSIGNOR and ASSIGNEE that from the EFFECTIVE DATE forward the ASSIGNEE shall be solely responsible for those same obligations under the CONTRACT, 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 the requirements of 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. As of the EFFECTIVE DATE, 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 continuing the quality and workmanship of all work performed by ASSIGNOR, and shall fully warrant that ASSIGNEE’s work shall be performed in accordance with the requirements of the CONTRACT. Further, as of the EFFECTIVE DATE, ASSIGNOR shall have no further obligations for the work performed by ASSIGNEE under the CONTRACT and claims or liabilities arising out of the work performed by ASSIGNEE under the CONTRACT and known to the parties prior to the EFFECTIVE DATE.

Consent to Assignment Page 2 of 5

Assigned (New) Contract No. CTR061120

State Procurement Office Department of Administration

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 except as set forth herein, and all rights of the STATE under the CONTRACT and/or under the law are expressly reserved.

As witnessed below the ASSIGNOR and ASSIGNEE have executed this Agreement.

ASSIGNOR: THALES DIS USA INC

52-1674023

TIN:

ASSIGNEE: FIELDPRINT INC

TIN: 26-3765524

Anthony Tedesco 07/12/2022 Anthony D'Orazio 07/12/2022

By:Anthony Tedesco (Jul 12, 2022 13:42 EDT)

Authorized Representative Signature Date

Anthony Tedesco, Director, Legal & Contracts

By:Anthony D'Orazio (Jul 12, 2022 13:59 EDT)

Authorized Representative Signature Date

Anthony D'Orazio, CEO

Contract No. CTR055771 is without modification and remains on the terms contained and shall hereinafter be assigned Contract No. CTR061120

The STATE hereby consents to this Assignment and will become effective October 1, 2022 unless mutually agreed to in writing by all parties., THE STATE OF ARIZONA

DEPARTMENT OF ADMINISTRATION

STATE PROCUREMENT OFFICE

By: Date 07/12/2022

James Atkins Statewide Procurement Manager

Printed Name / Title Printed Name / Title

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

Consent to Assignment Page 3 of 5

Assigned (New) Contract No. CTR061120

State Procurement Office Department of Administration 100 N. 15th Avenue Suite 305

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

CONSENT TO ASSIGNMENT AMENDMENT #1

All parties have agreed to extend the effectivity date to October 31, 2022 to allow more time for the transition. Additionally, Thales has agreed to extend their current contract CTR055771 an additional 6 months (April 30, 2023) if more time is required to perform the transition.

ASSIGNOR: THALES DIS USA INC ASSIGNEE: FIELDPRINT INC

TIN: 52-1674023

Anthony Tedesco 09/30/2022

TIN: 26-3765524

Anthony DOrazio

By:Anthony Tedesco (Sep 30, 2022 13:43 EDT) By: Anthony DOrazio (Sep 30, 2022 15:00 EDT) 09/30/2022

Anthony Tedesco, Director, Legal & Contracts

The STATE hereby consents to this Assignment and will become effective October 31, 2022 unless mutually agreed

By: Date

Statewide Procurement Manager

09/30/2022

Printed Name / Title Printed Name / Title

Consent to Assignment Page 4 of 5

Assigned (New) Contract No. CTR061120

State Procurement Office Department of Administration 100 N. 15th Avenue Suite 305

CONSENT TO ASSIGNMENT AMENDMENT #2

All parties have agreed to extend the effectivity date to November 30, 2022 to allow more time for the transition.

ASSIGNOR: THALES DIS USA INC ASSIGNEE: FIELDPRINT INC

Anthony Tedesco 10/31/20 By:Anthony Tedesco (Oct 31, 2022 14:32 EDT)

Anthony Tedesco, Director, Legal & Contracts

TIN: 26-3765524

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

Anhtony Dorazio 10/31/20 By: Anhtony Dorazio (Oct 31, 2022 14:39 EDT)

The STATE hereby consents to this Assignment and will become effective November 30, 2022 unless mutually agreed to in writing by all parties., By ________________________ Date 10/31/20

Printed Name / Title

Printed Name / Title

Consent to Assignment Page 5 of 5

Assigned (New) Contract No. CTR061120

State Procurement Office Department of Administration

CONSENT TO ASSIGNMENT AMENDMENT #3

All parties have agreed the transition is complete and the effectivity date will be November 19, 2022.

ASSIGNOR: THALES DIS USA INC

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

By:

Authorized Representative Signature Date

Anthony Tedesco, Director, Legal & Contracts Printed Name / Title

ASSIGNEE: FIELDPRINT INC

TIN: 26-3765524

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

By:

Authorized Representative Signature Date

Anthony D'Orazio, CEO Printed Name / Title

The STATE hereby consents to this Assignment and will become effective November 19, 2022 unless mutually agreed

By: Date

TEDESCO Anthony Digitally signed by TEDESCO Anthony Date: 2022.11.18 08:44:17 -05'00' Nov 18, 2022Anthony DOrazio Digitally signed by Anthony DOrazio

Date: 2022.11.18 14:47:06 -05'00'

James Atkins Digitally signed by James Atkins Date: 2022.11.18 12:58:28 -07'00' Nov 18, 2022