HomeMy WebLinkAboutContract 53699-NC1 (2)CSC No. 53699-NCI, 54638-NC1
Memorandum
Date: 6/4/2024
To: JB Strong, Sr. Assistant City Attorney
To: Loraine Coleman, Contract Compliance Manager
Robert A. Alldredge, Jr., Executive Assistant Chief
From: Tracy Walter — FMS/Vendor Management
Re: Merger- Name Change: Cl Technologies LLC to Versatam Public Safety Inc
Prior Name: Cl Technologies LLC
New Name: Versaterm Public Safety US Inc
Supplier id:
Effective Date:
ZSCO:
7000002773
01/01/2024
53699, 54638
APPROVED BY:
Sr. Assistant City Attorney
APPROVAL DATE: Jun 5, 2024
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
DOCUMENTATION EVIDENCE THE NAME OF CI TECHNOLOGY INC.
("Comp -any") TO VERSATERM PUBLIC SAFETY US. INC.
1. AGREEMENT AND PLAN OF MERGER
2. LETTER CONFIRMING STATEMENT OF DOMESTICATION
3. STATE OF DELAWARE CERTIFICATE OF CONVERSION FROM A NOW
DELAWARE CORPORATION TOADELAWARE CORPORATION PURSUANT TO
SECTION 265OFTHE DELAWARE GENERAL CORPORATION LAW
4. STATE OF DELAWARE CERTIFICATE OF INCORPORATION A STOCK
CORPORATION
5. STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF
INCORPORATION
EXPLANATION
1. AGREEMENT AND PLAN OF MERGER
This document confirms that the Company has:
a. merged with JusticeTrax Inc.; and
b. that all assets and liabilities have been transferred to JusticeTrax Inc.
2. LETTER CONFIRMING STATEMENT OF DOMESTICATION
a. This document confirms Arizona's approval to the change of jurisdiction of
JusticeTrax Inc. from Arizona to Delaware
3. STATE OF DELAWARE CERTIFICATE OF CONVERSION FROM A NON-
DELAWARE CORPORATION TOADELAWARE CORPORATION PURSUANT TO
SECTION 265OFTHE DELAWARE GENERAL CORPORATION LAW
a. This document confirms that JusticeTrax Inc. is changing jurisdiction. It has
gone from Arizona to Delaware.
4. STATE OF DELAWARE CERTIFICATE OF INCORPORATION A STOCK
CORPORATION
a. This document confirms that JusticeTrax Inc. is now incorporated under the
Laws of the state of Delaware.
5. STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF
INCORPORATION
a. This document confirms the name change going from JusticeTrax Inc. to
Versaterm Public Safety US, Inc.
DOCUMENT 1
AGREEMENT AND PLAN OF MERGER
Execution Version
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into on
this Pt day of January, 2024, by and among JusticeTrax Inc. ("JusticeTrax"), an Arizona
corporation, and each of (a) 5 Point Solutions, LLC, a South Carolina limited liability company,
(b) Visual Labs, Inc., a Delaware corporation, (c) Adashi Systems LLC, a Maryland limited
liability company, (d) SPIDR Tech Inc., a Delaware corporation, and (e) CI Technology, LLC, a
Delaware limited liability company (each a "Target Comnanv" and together the "Target
Companies").
RECITALS
WHEREAS, JusticeTrax is an Arizona corporation duly organized and validly existing
under the laws of the State of Arizona.
WHEREAS, each Target Company is duly organized and validly existing under the laws
of its jurisdiction of formation or incorporation, as applicable.
WHEREAS, pursuant to the transactions contemplated by this Agreement and on the terms
and subject to the conditions set forth herein, the Target Companies, in accordance with, as
applicable, the Delaware Limited Liability Company Act (the "DLLCA"), the Delaware General
Corporation Law, the South Carolina Uniform Limited Liability Act, the Maryland Limited
Liability Company Act and the Arizona Revised Statutes (the "ARS"), shall merge with and into
JusticeTrax (the "Merger') which shall continue as the surviving entity in such merger (the
"Surviving Companv"); and
WHEREAS, (a) the respective boards of directors or boards of managers of JusticeTrax
and the Target Companies have approved the Merger and this Agreement and have declared the
Merger and other transactions contemplated by this Agreement to be advisable and fair to, and in
the best interests of JusticeTrax and each of the Target Companies.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set
forth herein, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
ARTICLE I
MERGER OF THE TARGET COMPANIES INTO JUSTICETRAX
Section 1.01 Merger. In accordance with the ARS, at the Effective Time (as defined
below) of the Merger, the Target Companies shall be merged with and into JusticeTrax, which
shall continue as the Surviving Company, and the Surviving Company shall continue its existence
under the laws of the State of Arizona.
Section 1.02 Effective Time. The parties hereto shall cause a Certificate of Merger, or
other such documents as are required, to be filed as promptly as possible with the Secretary of
State of the State of Arizona (the "Arizona Certificate"). The Merger shall become effective upon
the date of acceptance and filing of the Arizona Certificate (hereafter referred to as the "Effective
Time").
Section 1.03 Organizational Documents. The organizational documents of JusticeTrax
in effect at the Effective Time shall continue as the organizational documents of the Surviving
Company until thereafter amended as provided therein or by the ARS. The directors and officers
of JusticeTrax immediately prior to the Effective Time shall continue as the directors and officers
of the Surviving Company from and after the Effective Time.
ARTICLE II
EFFECT ON OWNERSHIP INTERESTS
Section 2.01 Effect on Ownership Interests. At the Effective Time, by virtue of the
Merger and without any action on the part of JusticeTrax or the Target Companies: (a) all
ownership interests of JusticeTrax issued and outstanding immediately prior to the Effective Time
shall remain outstanding following the consummation of the Merger and (b) all ownership interests
of the Target Companies shall automatically be canceled, extinguished and retired and shall cease
to exist, and no consideration shall be delivered in exchange therefor.
ARTICLE III
EFFECTS OF MERGER
Section 3.01 Effects of Merger. From the Effective Time, the Merger shall have the
effects provided by Arizona law. Without limiting the generality of the foregoing, upon the
Effective Time, the separate existence of the Target Companies shall cease, the Target Companies
shall be merged with and into JusticeTrax as the Surviving Company, and the Surviving Company,
without any further deed or action, shall possess all assets and property of every description, and
every interest therein, wherever located, and all rights, privileges, immunities, powers, franchises
and authority (of a public as well as of a private nature), of the Target Companies and all
obligations belonging to or due the Target Companies. Title to any real estate, or any interest
therein, vested in each of JusticeTrax and the Target Companies shall not revert or in any way be
impaired by reason of the Merger. The Surviving Company shall be liable for all of the obligations
of the Target Companies. Any claim existing, or action or proceeding pending, by or against either
-2-
JusticeTrax or the Target Companies may be prosecuted to judgment, with right of appeal, as if
the Merger had not taken place or the Surviving Company may be substituted in the place of the
Target Companies. All rights of creditors of each of the Target Companies and JusticeTrax shall
be preserved unimpaired, and all liens upon the property of either JusticeTrax or the Target
Companies shall be preserved unimpaired, but only on the property affected by such liens
immediately before the Effective Time. Whenever a conveyance, assignment, transfer, deed or
other instrument or act is necessary to vest property or rights in the Surviving Company, the
officers of the Target Companies shall execute, acknowledge and deliver such instruments and do
such acts. For such purposes, the existence of the Target Companies and the authority of its
respective officers is continued, notwithstanding the Merger.
ARTICLE IV
MISCELLANEOUS
Section 4.01 Entire Agreement. This Agreement, together with the Certificate of
Merger, contain the entire agreement and understanding of the parties hereto, and supersedes all
prior agreements and undertakings oral or written, express or implied, between such parties, with
respect to the subject matter hereof.
Section 4.02 No Third Party Rights. This Agreement is not intended to confer upon
any person other than the parties hereto any rights or remedies hereunder.
Section 4.03 Descriptive Headings. The headings herein are for convenience of
reference only, do not constitute part of this Agreement and shall not be deemed to limit or
otherwise affect any of the provisions hereof.
Section 4.04 Severability. The provisions of this Agreement shall be deemed severable
and the invalidity or unenforceability of any provision shall not affect the validity or enforceability
of the other provisions hereof. If any provision of this Agreement, or the application thereof to any
person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall
be substituted therefore in order to carry out, so far as may be valid and enforceable, the intent and
purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and
the application of such provision to other persons or circumstances shall not be affected by such
invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or
enforceability of such provision, or the application thereof, in any other jurisdiction.
Section 4.05 Successors and Assigns. This Agreement shall be binding upon, and inure
to the benefit of, the parties hereto and their respective successors and assigns.
Section 4.06 Governing Law. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of Arizona.
Section 4.07 Execution. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original but all of which shall together constitute one and
the same agreement. This Agreement may be executed by any party by delivery of a facsimile or
electronic mail signature, which signature shall have the same force as an original signature. Any
-3-
party which delivers a facsimile or electronic mail signature shall promptly thereafter deliver an
originally executed signature to the other parties; provided, however, that the failure to deliver an
original signature page shall not affect the validity of any signature delivered by facsimile or
electronic mail. Facsimile or photocopied or electronic mail signatures shall be deemed to be the
functional equivalent of an original for all purposes.
[Remainder of page intentionally blank; signature page follows]
DocuSign EnvelopeID: 26527D62-1OB8-4CE2-B5CE-E58430583C86
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first stated above by their duly authorized signatories.
CI TECHNOLOGY, LLC
By: �DocuSigned by:
U►awt In (Netts
Name:V Warren Loomis
Title: President and Chief
Executive Officer
ADASHI SYSTEMS LLC
By: FDocuSigned by:
U1aYvt In thftis
Name: Warren Loomis
Title: Chief Executive Officer
JUSTICETRAX INC.
By: FDocuSigned by:
U►amin (hb (*S
Name:V Warren Loomis
Title: Chief Executive Officer and
President
SPIDR TECH INC.
By: 5DocuSigned by:
AYY ).& (' wits
`045en471wn4ci...
Name: Warren Loomis
Title: Chief Executive Officer and
President
VISUAL LABS, INC.
By: FDocuSigned by:
�aYvt In tm%is
`o4MA411 W I14ci...
Name: Warren Loomis
Title: President and Chief
Executive Officer
[Signature Page to Agreement and Plan of Merger]
DocuSign EnvelopeID: 26527D62-1OB8-4CE2-B5CE-E58430583C86
5 POINT SOLUTIONS, LLC
By: FDocuSigned by:
U►aVvti In (, mts
Name:V Warren Loomis
Title: Chief Executive Officer and
President
[Signature Page to Agreement and Plan of Merger]
DOCUMENT2
LETTER CONFIRMING
STATEMENT OF DOMESTICATION
24010908387895
65�
Corporations Division
Date: 1/9J2024 Delivered via: Email
RE: Entity Name: AJSTICETRAX INC.
ACC File Number: 08792591
ACC Order Number: 202401092475994
Document Received Date: 01/08/2024
Jim O'Connor - Chairman
Lea Marquez Peterson
Anna Tovar
Kevin Thompson
Nick Myers
We are pleased to notify you that the document you submitted for the above -referenced entity has been APPROVED for filing.
The Corporations Division strongly recommends that you periodically monitor the entity's public record, which can be viewed at
ecorn.azcc.oay. If you have questions or for further information, contact Customer Service at 602-542-3026, or, within Arizona only, 800-
345-5819,
Division Director Tanya Gibson
1300 W.Washington Street, Phoenix, AZ 95007 1 602-542-3026 1 azcc.poy
RECEIVED 01/08/2024 15:22
Arizona Corporation Coniniission - RECEIVED: 1/8/2024 page: Z of
Arizona Corporation Comniission - FILED: 1/8/2024
24010907417626
DO NOT WRTFE ABOVE TfiIS LTN E: RESERVED FOR ACC USE ON I.Y.
STATEMENT OF DOMESTICATION
R_e-ad_:khe.Insr�� i4ns-di1i
1. DOMESTICATING ENTITY NAME: JusticeTrax Inc.
1.1 DOMESTICATING ENTITY JURISDICTION OF ORGANIZATION: Arizona
1.2 DOMESTICATING ENTITY TYPE - (e.g., corporation, LLC) Corporation
1.3 DOMESTICATING ENTITY ORIGINAL DATE OF INCORPORATION/ORGANIZATION; 07/29/99
2. DOMESTICATED ENTITY NAME:
JusticeTrax Inc.
2.1 DOMESTICATED ENTITY JURISDICTION OF ❑RGANIZATION: Delaware
2.2 DOMESTICATED ENTITY TYPE - Check only one and follow instructions:
❑ Arizona corporation - attach to this Statement the Articles of Incorporation.
❑ Arizona LLC - attach to this Statement the Articles of Organization.
❑ Foreign corporation seeking registration with the A.C.C. - attach to this Statement
the Application for Authority.
❑ Foreign LLC seeking registration with the A.C.C. - attach to this Statement
the Foreign Registration Statement.
❑J Foreign corporation, LLC, or other entity that is not, and will not, be registered with
the A.C.C.
3. FOREIGN DOMESTICATED ENTITY, NOT QUALIFIED IN ARIZONA -MAILING ADDRESS (foreign
entities that are not and will not be qualified to transact business or conduct affairs in Arizona must provide a
mailing address to which service of process may be mailed):
Atterttiort [OptrOrtalJ
138 Walker Road, Ste. 21-2
Address I
Address 2 (optional)
)over
[4
co>antry (UNITED STATES
)elaware 119904
State or Zip
Provirtre
WPM 005 A,,tona Corporaom Cnrnmi, ran - L'dpnralpn5 Dwn m
Rev %V2020 fra0e 1 012
RECEIVED 01/08/2024 15:22
From: Khrystyn Hatfield Fax: l$W3743136 To: ACC ND&1e47;5D&947:2HA FFax: (602) 542.0900 Page: 3 of 24010907417626
DoGuSign Envelope ID: D126CC20-CC44-4120-83D0-570SOC122FE9
4. APPROVAL OF DOMESTICATION - (applies to the domesticating entity):
By the signature appearing on this Statement of Domestication, the domesticating entity declares
under the penalty of perjury that the plan of domestication was approved by the Arizona
domesticating entity in accordance with A.R.S. § 29-2503, or, if the domesticating entity is a
foreign entity, In accordance with the laws of its jurisdiction of organization.
5. DELAYED EFFECTIVE DATE - Complete this section only if the domestication will have a delayed
effective date of not more than 90 days after delivery of the Statement to the A.C.C. - list that date
below:
SIGNATURES: The domesticating entity must sign.
The signer of this Statement declares and certifies under penalty 9F perjury that this Statement
together with any attachments is submitted in compliance with Arizona law.
Cnuty Name:
JusticeTrax Inc. 118124
Signature: Date:
Print name.5'S71 you signing:
Terri Rosales, Secretary
Expedited or Same Day/Next Day services are available for an additional Fee - see Instructions or Cover sheet For prices.
Filing Fee: $100.00 (corporations) $50 (LLCs) Mail: Arizona Corporatlan Commission - Examination Section
1300 W. Washington St., Phoenix, Arizona $5007
All Fees are nonrefundable - see Instructions. Fax (For Regular or Expedite Service ONLY): 602-542-4100
Fax (For Same Day/Next Day Service ONLY): 602-542-0900
Please be advised that A.C.C. forms reflect only the minimum provi5 ons required by statute. You should seek private WgaI caunsel for those matters that may pertain
to the individual needs of your business. All documents filed with the Arizona Corpordtion Commisslwi are public remrd and are open for public inspection.
It you have questions after reading the Instructions, please call 602.542.3026 or (within Anzona only) 900.345.5819.
M090 W5 Arizona f;orpnratinn rr mrmswon - Corpmauons Division
Rcv 1012020 paga2012
DOCUMENT 3
STATE OF DELAWARE CERTIFICATE OF CONVERSION FROM A
NON-DELAWARE CORPORATION TO
DELAWARE CORPORATION PURSUANT
TO SECTION 265OFTHE DELAWARE GENERAL CORPORATION LAW
Delaware
Page 1
The First State
1, JEFFREY W . BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF CONVERSION OF AN ARIZONA CORPORATION
UNDER THE NAME OF "JUSTICETRAX INC." TO A DELAWARE CORPORATION,
FILED IN THIS OFFICE ON THE EIGHTH DAY OF JANUARY, A.D. 2024, AT
12:53 O'CLOCK P.M.
2898806 8100F `
7
SR# 20240057936 �"'
You may verify this certificate online at corp.delaware.gov/authver.shtml
Jal+ny YV Secn"jry A SWe
Authentication: 202544842
Date: 01-08-24
Doc(Bign Envelope ID: 82F44A52-AD04-42CA-B562-EB12EE325298
STATE OF DELAWARE
CERTIFICATE OF CONVERSION
FROM A NON-DELAWARE CORPORATION
TO A DELAWARE CORPORATION
PURSUANT TO SECTION 265 OF THE
DELAWARE GENERAL CORPORATION LAW
1.) The jurisdiction where the Non -Delaware Corporation first formed is
Arizona
2.) The jurisdiction immediately prior to filing this Certificate isAri zona
3.) The date the Non -Delaware Corporation first formed is July 2 9, 19 9 9
4.) The name of the Non -Delaware Corporation immediately prior to filing this
Certificate is JusticeTrax Inc.
5.) The name of the Corporation as set forth in the Certificate of Incorporation is
Just iceTrax Inc.
IN WITNESS WHEREOF, the undersigned being duly authorized to sign on behalf
of the converting Non -Delaware Corporation have executed this Certificate on the
5th day of January ! A.D. 2024
State of Delaware
Secretary of State
Division of Corporations
Delivered 12:53 PIM 01/08/2024
FILED 12:53 PM 01/08/2024
SR 20240057936 - File Number 2898806
By: [�Jxu5ipned pq�
akYt In [ o6u+iS
Oa58AA71077Wi
Name:Warren Loomis
Print or Type
Title; Aut:hori zed Officer
Print or Type
DOCUMENT 4
STATE OF DELAWARE CERTIFICATE OF
INCORPORATION A STOCK CORPORATION
Delaware PagPage
The First State
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND
CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF
"JUSTICETRAX INC." FILED IN THIS OFFICE ON THE EIGHTH DAY OF
JANUARY, A.D. 2024, AT 12:53 O'CLOCK P.M.
2898806 8100F
SR420240057936
J�MnY kC�,'St; : arp of Sta1r
Authentication: 202544842
Date: 01-08-24
You may verify this certificate online at corp.delaware.gov/authver.shtml
DocuSign Envelope ID: 82F44A52-AD04-42CA-B562-EB12EE325298
STATE of DELAWARE
CERTIFICATE of INCORPORATION
A STOCK CORPORATION
• First: The name of this Corporation is Just iceTrax Inc.
• Second: Its registered office in the State of Delaware is to be located at
838 Walker Road, Ste. 21--2 Street, in the City of Dover
County of Kent Zip Code 19904
The registered agent in charge thereof is
Registered Agent Solutions, Inc.
Third: The purpose of the corporation is to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of
Delaware.
• Fourth: The amount of the total stock of this corporation is authorized to issue is
10,000,000 shares (number of authorized shares) with a par value of
$ . 01 per share.
• Fifth: The name and mailing address of the incorporator are as follows:
Name Warren Loomis
Mailing Address 1 W. Main Street
Mesa, Arizona Zip Code 85201
• I, The Undersigned, for the purpose of forming a Corporation under the laws of the
State of Delaware, do make, file and record this Certificate, and do Certify that the
facts herein stated are true, and I have accordingly hereunto set my hand this
5th day of January , A.D. 20 24
y:
BY;n t^�'s
1�0
5RPR77D773nGl
(incorporator)
NAME: Warren Loomis
(type or print)
State of Delaware
Secretary of State
Division of Corporations
Delivered 12:53 PIM 01/08/2024
FILED 12:53 PM O1/08/2024
SR 20240057936 - File Number 2898806
DOCUMENT5
STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
Delaware Page
The First State
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF AMENDMENT OF "JUSTICETRAX INC.",
CHANGING ITS NAME FROM "JUSTICETRAX INC." TO "VERSATERM PUBLIC
SAFETY US, INC.", FILED IN THIS OFFICE ON THE NINTH DAY OF
JANUARY, A.D. 2024, AT 1:59 O'CLOCK P.M.
2898806 8100
SR420240072610
V I
rrm
11-1
Authentication: 202556527
Date: 01-09-24
You may verify this certificate online at corp.delaware.gov/authver.shtml
DocuSign Envelope ID: 82F44A52-AD04-42CA-B562-EB12EE325298
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
The corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware does hereby certify:
FIRST: That at a meeting of the Board of Directors of
JusticeTrax Inc.
resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of said corporation, declaring said amendment to
be advisable and calling a meeting of the stockholders of said corporation for
consideration thereof. The resolution setting forth the proposed amendment is
as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended
by changing the Article thereof numbered'+ First: " so that, as
amended, said Article shall be and read as follows:
The name of the corporation is: Versat;erm Public
Safety US, Inc. (the "Corporation").
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a
special meeting of the stockholders of said corporation was duly called and held
upon notice in accordance with Section 222 of the General Corporation Law of
the State of Delaware at which meeting the necessary number of shares as required
by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said corporation has caused this certificate to be
signed this 9th day of January 12024
2024
State of Delaware
Secretary of State
Division of Corporations
Delivered 01:59 P14 0VH9;;2024
FILED 01:59 P\I OV09/2024
SR 20240072610 - FileAumber 2898806
By: C�aYi t to t^o 's
oa5RPR77D7714C1
Authorized Officer
Title: Chief Executive Officer
Name:Warren Loomis
Print or Type