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18-078 Routeware Inc for Recyclist Assignment and Assumption Agreement1 ASSIGNMENT & ASSUMPTION AGREEMENT This ASSIGNMENT & ASSUMPTION AGREEMENT (“Agreement”) is made this ________, by and between Routeware, Inc., hereinafter referred to as “Company,” and City of Cupertino (“City”). RECITALS: A. WHEREAS, the City entered into a contract with Citizen Communications, LLC., dba Recyclist (“Contractor”), dated 05/16/2018, named City Agreement 18-078 for Software-as-a-Service, hereinafter referred to as “Contract,” with three (3) Amendments and a current expiration date of 07/31/2025; and B. WHEREAS, Contractor was acquired by Company in April 2023, and Company assumed the rights and obligations under the Contract for Software and Services upon such acquisition; and C. WHEREAS, Section 6 of the Contract permits the Contractor to assign its rights and obligations under the Contract with the consent of the City; and D. WHEREAS, the acquisition of the Contractor by the Company constitute an Assignment, Company and City desire to amend the terms of the Contract as set forth herein. NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS, PROMISES, REPRESENTATITIONS AND AGREEMENTS SET FORTH HEREIN, AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT SUFFICIENCY AND EXCHANGE OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES, INTENDING TO BE LEGALLY BOUND, AGREE AS FOLLOWS: 1. Company acknowledges and confirms that Company has read the Contract and understands all rights, title, interest, obligations, responsibilities and duties in and pursuant to the Contract. 2. Company by its signature below acknowledges and agrees that as of the date of this Agreement, Company assumes all of Contractor’s rights, title, interest, obligations responsibilities and duties in and pursuant to the Contract. 3. City, by its signature below, consents to Company’s assumption of all rights, title, interest, obligations responsibilities and duties in and pursuant to the Contract. Apr 25, 2024 2 4. City further consents that all references in the Contract to Contractor will henceforth refer to Company and that Company shall provide appropriate Certificates of Insurance and Additional Insured Endorsements naming City as an additional insured as required in accordance with the Contract. 5. If any provision of this Agreement or the application thereof to any entity, person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other entities, persons or circumstances shall not be affected thereby, and shall be enforced to the greatest extent permitted by law. IN WITNESS WHEREOF, the parties set their hands and seals as of the date first above written. COMPANY By: Name: Title: CITY By: Name: Title: APPROVED AS TO FORM: By: CHRISTOPHER D. JENSEN Cupertino City Attorney Robert Nelson Robert Nelson VP, Accounting Christopher D. Jensen Teri Gerhardt Acting CTO 3 ATTEST: By: KIRSTEN SQUARCIA City Clerk ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 4/8/2024 (503) 210-2306 (503) 210-2323 20443 Routeware, Inc.; Routeware TopCo, LLC 16525 SW 72nd Ave. Portland, OR 97224 35289 41840 22292 A 1,000,000 X 7034317032 8/18/2023 8/18/2024 1,000,000 5,000 1,000,000 2,000,000 2,000,000 1,000,000A 7034346742 8/18/2023 8/18/2024 4,000,000B 7034317029 8/18/2023 8/18/2024 4,000,000 10,000 C X W22H464456 1/16/2024 1/16/2025 1,000,000 1,000,000 1,000,000 D Cyber / Tech E&O LH2-J366440-01 4/1/2024 Occurrence/Aggregate 5,000,000 The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are included as Additional Insured per the terms and conditions of the policy forms attached. A Waiver of Subrogation (for the insured's workers compensation) is provided in favor of the certificate holder if required by written contract. City of Cupertino 10300 Torre Ave Cupertino, CA 95014 ROUTTOP-01 MKIMMEL Hub International Northwest LLC 2 Centerpointe Drive Suite 650 Lake Oswego, OR 97035 Mason Kimmel mason.kimmel@hubinternational.com Continental Casualty Company The Continental Insurance Company Allmerica Financial Benefit Insurance Company Hanover Insurance Company X 4/1/2025 X X X X X X X X Routeware, Inc. Andrews Software, Inc. anneker Routeware Investors Citizen Communications, LLC Compliance Publishing, Inc. Core Computing Solutions, Inc. EasyRoute, Inc ReCollect Systems, Inc. Recyclist Routeware Canada, Inc. Routeware Global, Inc. Corporation Additional Named Insured Limited Liability Company Additional Named Insured Limited Liability Company Additional Named Insured Corporation Additional Named Insured Corporation Additional Named Insured Corporation Additional Named Insured Corporation Additional Named Insured Doing Business As Corporation Additional Named Insured Corporation Additional Named Insured Routeware HoldCo, LLC Routeware Holdings, Inc. Limited Liability Company Additional Named Insured Corporation Additional Named Insured Corporation Doing Business As Additional Named InsuredRouteware Limited llyPro, LLC Limited Liability Company Additional Named Insured /&�Hanover � Jnsurance Group,. W22 H464456 0901695 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule AZ, AR, FL, GA, IL, MS, MO, OR, TX THIS ENDORSEMENT APPLIES AS A BLANKET WAIVER OF SUBROGATION FOR THOSE PARTIES HAVING A WRITTEN CONTRACT WITH THE POLICYHOLDER REQUIRING A WAIVER OF SUBROGATION FOR WORKERS COMPENSATION COVERAGE OF THE POLICYHOLDERS EMPLOYEES. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Insured Insurance Company WC 00 0313 (Ed. 4-84) Effective Policy No. Endorsement No. Premium Countersigned by ________________ _ Copyright 1983 National Council on Compensation Insurance. Recyclist Assignment and Assumption Routeware Final Audit Report 2024-04-25 Created:2024-04-23 By:Marilyn Pavlov (marilynp@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAEnYLue3rztGiWVFEOXKqoE_dp0Lyyvi6 "Recyclist Assignment and Assumption Routeware" History Document created by Marilyn Pavlov (marilynp@cupertino.org) 2024-04-23 - 7:04:16 PM GMT- IP address: 69.209.31.163 Document approved by Marilyn Pavlov (marilynp@cupertino.org) Approval Date: 2024-04-23 - 7:07:13 PM GMT - Time Source: server- IP address: 69.209.31.163 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2024-04-23 - 7:07:17 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2024-04-23 - 7:51:05 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to rnelson@routeware.com for signature 2024-04-23 - 7:51:09 PM GMT Email viewed by rnelson@routeware.com 2024-04-24 - 2:36:22 PM GMT- IP address: 66.249.88.164 Signer rnelson@routeware.com entered name at signing as Robert Nelson 2024-04-24 - 4:45:39 PM GMT- IP address: 70.250.112.57 Document e-signed by Robert Nelson (rnelson@routeware.com) Signature Date: 2024-04-24 - 4:45:41 PM GMT - Time Source: server- IP address: 70.250.112.57 Document emailed to christopherj@cupertino.org for signature 2024-04-24 - 4:45:45 PM GMT Email viewed by christopherj@cupertino.org 2024-04-24 - 4:47:26 PM GMT- IP address: 104.47.73.126 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2024-04-24 - 4:47:48 PM GMT- IP address: 136.24.22.194 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2024-04-24 - 4:47:50 PM GMT - Time Source: server- IP address: 136.24.22.194 Document emailed to Teri Gerhardt (terig@cupertino.org) for signature 2024-04-24 - 4:47:54 PM GMT Email viewed by Teri Gerhardt (terig@cupertino.org) 2024-04-24 - 5:41:29 PM GMT- IP address: 104.47.73.126 Document e-signed by Teri Gerhardt (terig@cupertino.org) Signature Date: 2024-04-24 - 5:41:46 PM GMT - Time Source: server- IP address: 107.3.130.161 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2024-04-24 - 5:41:50 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2024-04-24 - 10:31:04 PM GMT- IP address: 104.28.124.108 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2024-04-25 - 6:18:29 PM GMT - Time Source: server- IP address: 73.241.178.249 Agreement completed. 2024-04-25 - 6:18:29 PM GMT