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18-078 Citizen Communications_Amendment #4 dated 7-15-25 to Routeware Agreement, for Commercial Recycling Outreach TrackingCTO 07/14/2025 07/15/2025 Exhibit B - Insurance Requirements for SaaS Agreements 1 Version: May 2025 Software Provider shall procure and maintain for the duration of the contract at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. MINIMUM SCOPE AND LIMITS OF REQUIRED INSURANCE POLICIES 1. Workers' Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 each accident/disease. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Software Provider, its employees, agents, and subconsultants.  Not required. Software Provider has provided written verification of no employees. 2. Commercial General Liability: Coverage shall be at least as broad as Insurance Services Office Form CG 00 01 with limits no less than $2,000,000 per occurrence, $4,000,000 general aggregate, and $2,000,000 products and completed operations aggregate. The policy shall include a per project or per location general aggregate endorsement as broad as CG 25 03 or CG 24 04. If a per project/location endorsement is not available, the limit of the general aggregate shall be doubled. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Software Provider’s policy shall allow and be endorsed "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as the most recent edition of ISO Form CG 20 01. c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess liability insurance, provided each policy follows form of the underlying policy and complies with the requirements set forth in this Agreement. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City. The City’s own insurance or self-insurance shall not be called upon. 3. Automobile Liability Coverage shall be provided using ISO CA 00 01 (or equivalent) covering any auto (Code 1), or if Software Provider has no owned autos, hired (Code 8) and non-owned (Code 9) autos, with limits no less than $1,000,000 each accident for bodily injury and property damage.  Not required. Software Provider shall be fully remote and not use automobiles to provide the service. In the event Software Provider uses an automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non-owned and hired autos (any auto-Symbol 1), or if Software Provider does not own autos (hired autos-Symbol 8 and non-owned autos-Symbol 9). Evidence shall be provided with a Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non-contributory coverage and endorsement, and waiver of subrogation coverage and endorsement under the policy prior to the use of any automobile.  Software Provider has provided written confirmation that it does not own any autos. Software Provider shall provide coverage for hired autos-Symbol 8 and non-owned autos-Symbol 9. Primary and Non- Contributory coverage and Waiver of Subrogation coverage is waived under the Automobile Liability hired and non-owned only coverage. In the event Software Provider uses an owned automobile or Exhibit B: Insurance Requirements and Proof of Insurance Exhibit B - Insurance Requirements for SaaS Agreements 2 Version: May 2025 automobiles in the operation of its business to provide services under this Agreement, the Software Provider shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non-owned and hired autos (any auto-Symbol 1).  In lieu of Business Automobile Liability, Software Provider shall maintain throughout the term of this Agreement and provide the City with evidence (including the policy Declarations Page) of personal automobile insurance coverage in accordance with the laws of the State of California. As available under the policy, evidence shall be provided with the Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non-contributory coverage and endorsement, and waiver of subrogation coverage and endorsement. City approval of coverage is required prior to commencement of services. 4. Cyber Liability: Insurance, with limits not less than: $2,000,000 each occurrence $2,000,000 aggregate - all other Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Software Provider in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, release of private information or personally identifiable information (PII), alteration of electronic information, extortion, and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. If the Software Provider maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Software Provider. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. OTHER INSURANCE PROVISIONS Additional Insureds: The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s Commercial General Liability, Automobile Liability, and Cyber Liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage: Coverage afforded to City/Additional Insureds shall allow and be endorsed primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Software Provider’s insurance and shall not contribute to it. Notice of Cancellation: Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. If a carrier will not provide the required notice of cancellation or policy modification, the Software Provider shall provide written notice to the City of a cancellation or policy modification no later than 30 days in advance or 10 days in advance if due to non-payment of premiums. Exhibit B - Insurance Requirements for SaaS Agreements 3 Version: May 2025 Waiver of Subrogation: Software Provider waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the General Liability, Automobile Liability, Cyber Liability, and Workers’ Compensation policies shall allow and be endorsed with a waiver of subrogation in favor of City for all work performed by Software Provider, its employees, agents and volunteers. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions: Any deductible or self-insured retention must be declared to and approved by the City (Insert on the Certificate of Insurance, if zero, insert “$0”). At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers: Insurance shall be placed with insurers admitted in the State of California and with an AM Best rating of A- VII or higher. Absence of Insurance Coverage: City may direct Software Provider to immediately cease all activities with respect to this Agreement if it determines that Software Provider fails to carry, in full force and effect, all insurance policies with coverages at or above the limits specified in this Agreement. At the City’s discretion, under conditions of lapse, City may purchase appropriate insurance and charge all costs related to such policy to Software Provider. Verification of Coverage: Software Provider shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Software Provider’s obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Subcontractors: Software Provider shall require and verify that all subconsultants maintain insurance required herein, and Software Provider shall ensure that City is an additional insured on subconsultant’s insurance policies. For CGL coverage subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13. Higher Insurance Limits: If Software Provider maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Software Provider. Adequacy of Coverage: City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 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 6/20/2025 (503) 210-2302 (503) 210-2323 20494 Routeware, Inc.; Routeware TopCo, LLC 16525 SW 72nd Ave. Portland, OR 97224 35289 36064 22292 A 1,000,000 X 7034317032 8/18/2024 8/18/2025 1,000,000 5,000 1,000,000 2,000,000 2,000,000 1,000,000A 7034346742 8/18/2024 8/18/2025 5,000,000B 7034317029 8/18/2024 8/18/2025 5,000,000 10,000 C X WZ2H464456 1/16/2025 1/16/2026 1,000,000 1,000,000 1,000,000 D Cyber / Tech E&O LH2-J366440-02 4/1/2025 Occurrence/Aggregate 5,000,000 Policy Deductibles are as follows: General Liability- $0 Auto - Physical Damage Coverage: Comprehensive $100- Collision $1,000 Worker Compensation -$0 Cyber & Privacy Security/ Errors & Omissions Liability- $150,000 each claim The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are included as Additional Insured per the terms and SEE ATTACHED ACORD 101 City of Cupertino 10300 Torre Ave Cupertino, CA 95014 ROUTTOP-01 CBURNETT Hub International Northwest LLC 2 Centerpointe Drive Suite 650 Lake Oswego, OR 97035 Christa Burnett christa.burnett@hubinternational.com Transportation Insurance Company The Continental Insurance Company Hanover American Insurance Hanover Insurance Company X 4/1/2026 X X X X X X X X FORM NUMBER: EFFECTIVE DATE: The ACORD name and logo are registered marks of ACORD ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE FORM TITLE: Page of THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, ACORD 101 (2008/01) AGENCY CUSTOMER ID: LOC #: AGENCY NAMED INSURED POLICY NUMBER CARRIER NAIC CODE © 2008 ACORD CORPORATION. All rights reserved. Hub International Northwest LLC ROUTTOP-01 SEE PAGE 1 1 SEE PAGE 1 ACORD 25 Certificate of Liability Insurance 1 SEE P 1 Routeware, Inc.; Routeware TopCo, LLC 16525 SW 72nd Ave. Portland, OR 97224 SEE PAGE 1 CBURNETT 1 Description of Operations/Locations/Vehicles: 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. 30 day notice of cancellation is included for all policies. Routeware, Inc. Andrews Software, Inc. anneker Routeware Investors Citizen Communications, LLC Compliance Publishing Corporation 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 Insured Wastech Corporation llyPro, LLC Limited Liability Company Additional Named Insured Routeware Limited Corporation Additional Named Insured Fourth Amendment to Routeware Agreement, for Commercial Recycling Outreach Tracking Final Audit Report 2025-07-15 Created:2025-07-14 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAnPfDBAebTKqzhiyk13WQ5I2KQtzaf2ZT "Fourth Amendment to Routeware Agreement, for Commercial R ecycling Outreach Tracking" History Document created by Webmaster Admin (webmaster@cupertino.org) 2025-07-14 - 10:11:17 PM GMT- IP address: 35.229.54.2 Document emailed to Marilyn Pavlov (marilynp@cupertino.org) for approval 2025-07-14 - 10:15:03 PM GMT Email viewed by Marilyn Pavlov (marilynp@cupertino.org) 2025-07-14 - 10:15:16 PM GMT- IP address: 3.92.58.106 Document approved by Marilyn Pavlov (marilynp@cupertino.org) Approval Date: 2025-07-14 - 10:15:52 PM GMT - Time Source: server- IP address: 69.209.31.163 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2025-07-14 - 10:16:00 PM GMT Email viewed by Araceli Alejandre (aracelia@cupertino.org) 2025-07-14 - 10:16:10 PM GMT- IP address: 52.23.245.87 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2025-07-15 - 0:31:11 AM GMT - Time Source: server- IP address: 71.202.76.156 Document emailed to Michael Woo (michaelw@cupertino.org) for signature 2025-07-15 - 0:31:20 AM GMT Email viewed by Michael Woo (michaelw@cupertino.org) 2025-07-15 - 0:31:27 AM GMT- IP address: 34.228.77.12 Document e-signed by Michael Woo (michaelw@cupertino.org) Signature Date: 2025-07-15 - 3:01:23 AM GMT - Time Source: server- IP address: 73.170.186.236 Document emailed to Teri Gerhardt (terig@cupertino.org) for signature 2025-07-15 - 3:01:33 AM GMT Email viewed by Teri Gerhardt (terig@cupertino.org) 2025-07-15 - 3:01:40 AM GMT- IP address: 34.203.201.87 Document e-signed by Teri Gerhardt (terig@cupertino.org) Signature Date: 2025-07-15 - 3:02:52 AM GMT - Time Source: server- IP address: 12.157.146.250 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2025-07-15 - 3:03:00 AM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2025-07-15 - 3:03:07 AM GMT- IP address: 44.197.190.252 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2025-07-15 - 4:39:59 PM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2025-07-15 - 4:39:59 PM GMT