Attachment 1- Original Contract — Manteca City Council, March 4, 2025

C 2 ©2- 2-

CONTRACT FOR SERVICES
THIS AGREEMENT (" Agreement") is made and entered into this bah day of Ua%bg ', ZOV- , by and between the CITY OF MANTECA, a municipal corporation of the State of California ( hereinafter referred to as " CITY"), and Routeware, Inc., a Delaware Corporation
Contractor
16525 SW 72nd Ave., Portland, OR, 97224

MAILING ADDRESS CITY STATE ZIP
CONTRACTOR' S STATE LICENSE CLASSIFICATION & NUMBER ( if required) hereinafter referred to as " Contractor," who is registered to do business in California with the Secretary of State, with an address for purposes of service of process as 720 14TH STREET, SACRAMENTO, CA 95814. This Agreement is made pursuant to Sourcewell Contract # 041521- RCS by and between Routeware, Inc. and Sourcewell, which commenced May 25, 2021 ( the Sourcewell Contract"). The City' s Sourcewell number is: 21323.

WITNESSETH:

A. WHEREAS, CITY desires to enter into this Agreement for services for Routeware Inc.' s in -cab Fleet Management solution hardware and cloud -based software for solid waste and recycling organizations.

B. WHEREAS, CITY desires to retain CONTRACTOR to provide these services by reason of its qualifications, applicable license( s), and experience for performing such services, and CONTRACTOR has offered to provide the required services on the terms and in the manner set forth herein.

NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree as follows:

AGREEMENT
SCOPE OF SERVICES:

A. Contractor shall do all work, attend all meetings, produce all reports and carry out all activities necessary to completion of the services described in Exhibit " A" ( the " Services").

This Agreement and its exhibits shall be known as the " Contract Documents." Terms set forth in any Contract Document shall be deemed to be incorporated in all Contract Documents as if set forth in full therein. In the event of conflict between terms contained in these Contract Documents, the more specific term shall control. If any portion of the Contract Documents shall be in conflict with any other portion, provisions contained in the Agreement shall govern over conflicting provisions contained in the exhibits to the Agreement. To eliminate doubt, in the case of conflict between
Contract for Services
Contractor' s proposal or Contractor' s attachments and the City' s Agreement and attachments, the City' s Agreement and attachments shall take precedence over Contractor' s proposal and attachments. If the City' s Agreement is silent, and if the Contractor' s Master Sales and Licensing Agreement ( MSLA) includes a term where the City' s Agreement is silent, the MSLA shall control.

B. Contractor enters into this Agreement as an independent contractor and not as an employee of the City. The Contractor shall have no power or authority by this Agreement to bind the City in any respect. Nothing in this Agreement shall be construed to be inconsistent with this relationship or status. All employees, agents, contractors or subcontractors hired or retained by the Contractor are employees, agents, contractors or subcontractors of the Contractor and not of the City. The City shall not be obligated in any way to pay any wage claims or other claims made against Contractor by any such employees, agents, contractors or subcontractors, or any other person resulting from performance of this Agreement.

C. The Contractor agrees it has satisfied itself by its own investigation and research regarding the conditions affecting the work to be done and labor and materials needed, and that its decision to execute this Agreement is based on such independent investigation and research.

2. TERM OF CONTRACT
A. The services of Contractor are to commence upon execution of this Agreement for the period listed on the Order Form included in Exhibit A (the "Order"), and any period of renewal which shall be automatically renewing periods equivalent in length to the period listed on the Order), or, if no such period is stated on the Order, for automatically renewing periods of one ( 1) year started from the Effective Date unless otherwise extended in writing by the mutual agreement of both parties.

B. The City Manager or his or her designee may, by written instrument signed by the Parties, extend the duration of this Agreement in the manner provided in Section 5, provided that the extension does not require the payment of compensation in excess of the maximum compensation set forth in Section 3, Compensation.

3. COMPENSATION:

A. The Contractor shall be paid in accordance to the attached Payment Schedule in Exhibit " B." Contractor charges separately for certain costs incurred in the representation, as well as for any disbursements to third parties made on City's behalf. Such costs and disbursements include, for example, the following: mileage ( at the IRS rate in effect at the time the travel occurs), overnight delivery and messenger services. Contractor shall be reimbursed for expenses related to travel, for example ( flights, hotels, meals). However, Contractor shall not make travel arrangements or incur costs on behalf of City without prior written authorization to incur said expenses and in no event shall total compensation under this Agreement exceed one hundred thousand dollars ($ 100,000) without City' s prior written approval, as described in Contractor' s Order Form # Q- 06905, and Order Form # Q- 07145, attached as part of Exhibit A. Not to exceed travel expenses services that require travel may incur additional expenses. Order as described B. Said amount shall be paid upon submittal of monthly billings showing completion of the tasks that month. Contractor shall furnish City with invoices for all expenses as well as for all materials authorized by this Contract. The invoices shall be submitted with the monthly billings.

Contract for Services
C. If the work is halted, compensation shall be based upon the proportion that the work performed bears to the total work required by this Agreement, subject to Section 4.

4. TERMINATION:

A. Termination Rights. The Agreement ( including any of the Incorporated Agreements and Exhibits) may only be terminated as follows:
i. by mutual, written agreement of the parties, provided no less than 30 days prior to the desired termination;
ii. by either party ifthe other party materially breaches the Agreement, and does not cure the breach within 30 days after receiving written notice from the non - breaching party;
iii. at the end of the last active Renewal Term pursuant to Section 2.A; iv. by either party if the other party makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, or avails itself of or becomes subject to any proceeding under the U. S.

Federal Bankruptcy Act or any other foreign or domestic statute, law, rule or regulation relating to insolvency or the protection of rights of creditors, which proceeding is not dismissed within sixty ( 60) days.

B. Notwithstanding any provisions of this Agreement, Contractor shall not be relieved of liability to the City for damages sustained by the City by virtue of any breach of this Agreement by Contractor, and the City may withhold any payments due to Contractor until such time as the exact amount of damages, if any, due the City from Contractor is determined.

C. Upon any termination of this Agreement, without prejudice to any other rights or remedies which the parties may have, the following applies:
i. City shall immediately cease all use of all Hardware and all Software and delete or return to Contractor all copies of Software in City' s possession, upon written notice received by the City from Contractor;
ii. upon written demand, each party as a receiving party will return or destroy all of the other party' s Confidential Information; and City will immediately pay Contractor any undisputed amounts still outstanding. For clarity, undisputed amounts include all payments owed by City during the entire term of the Agreement. iii. In the event of termination, the Contractor shall be compensated as provided for in this Agreement, except as provided in Section 4. Upon termination, the City shall be entitled to all work, including but not limited to, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date in accordance with Section 7 hereof.

5. AMENDMENTS, CHANGES OR MODIFICATIONS:

Amendments, changes or modifications in the terms of this Agreement may be made at any time by mutual written agreement between the parties hereto and shall be signed by the persons authorized to bind the parties hereto.

6. EXTENSIONS OF TIME:

Contractor may, for good cause, request extensions of time to perform the services required hereunder. Such extensions shall be authorized in advance by the City in writing and Contract for Services
shall be incorporated in written amendments to this Agreement in the manner provided in Section

5. 7. PROPERTY OF CITY:

A. It is mutually agreed that all materials prepared by the Contractor under this Agreement shall become the property of the City, and the Contractor shall have no property right therein whatsoever. Immediately upon termination, the City shall be entitled to, and the Contractor shall deliver to the City, all data, drawings, specifications, reports, estimates, summaries and other such materials as may have been prepared or accumulated to date by the Contractor in performing this Agreement which is not Contractor' s privileged information, as defined by law, or Contractor' s personnel information, along with all other property belonging exclusively to the City which is in the Contractor' s possession.

B. Additionally, it is agreed that the parties intend this to be a contract for services and each considers the products and results of the services to be rendered by Contractor hereunder ( the " Work") to be a work made for hire. Contractor acknowledges and agrees that the Work ( and all rights therein, including, without limitation, copyright) belongs to and shall be the sole and exclusive property of the City.

C. INTELLECTUAL PROPERTY RIGHTS. Title to the materials described in Exhibit A excluding any City content incorporated therein) shall at all times remain with Contractor or its third -party licensors as applicable. City acknowledges that the Services and the Contractor materials are proprietary to Contractor and that all rights thereto are owned by Contractor or its third -party licensors as applicable. The City further acknowledges that the Contractor materials contain trade secrets of Contractor and are protected by U. S..

Canadian and international copyright and other Intellectual Property Laws and treaties.

Under no circumstances will a copy of any software comprising the Contractor Platform be provided to the City. The City shall not reverse engineer or directly or indirectly allow or cause a third party to reverse engineer the whole or any part ofthe Contractor Platform.

8. COMPLIANCE WITH ALL LAWS:

A. Contractor shall comply with all applicable laws, ordinances, and codes of federal, State and local governments, and shall commit no trespass on any public or private property in performing any of the work authorized by this Agreement. It shall be City' s responsibility to obtain all rights of way and easements to enable Contractor to perform its services hereunder. Contractor shall assist City in providing the same.

B. Contractor warrants to the City that it is licensed by all applicable governmental bodies to perform this Agreement and will remain so licensed throughout the progress of the Work, and that it has, and will have, throughout the progress of the Work, the necessary experience, skill and financial resources to enable it to perform this Agreement.

9. WARRANTIES AND RESPONSIBILITIES — CONTRACTOR:

A. Contractor agrees and represents that it is qualified to properly provide the services set forth in Exhibit " A" in a manner which is consistent with the generally accepted standards of Contractor' s profession.

Contract for Services
B. Contractor agrees and represents that the work performed under this Agreement shall be in accordance with applicable federal, State and local law in accordance with Section 17A hereof.

C. Contractor shall designate a project manager who at all times shall represent the Contractor before the City on all matters relating to this Agreement. The project manager shall continue in such capacity unless and until he or she is removed at the request of the City, or is no longer employed by Contractor.

D. Hardware and Software Warranties.
i. Subject to the exceptions listed below in part ( b), Contractor warrants:

1. that the Hardware, if applicable, will be free from material defects in materials and workmanship and will operate in all material respects in accordance with its applicable Documentation ( the " Hardware Warranty") for one ( 1) year from the date of initial shipment ( the " Hardware Warranty Period"). Customer may purchase renewals ofthe Hardware Warranty Period, if applicable, through extended service plans made available by Contractor in its discretion. Following the end of the Hardware Warranty Period, if applicable, Contractor will have no further obligation to repair or support the applicable Hardware; and
ii. that the Software will be free from material defects and workmanship and will operate in all material respects in substantial conformance with the Documentation the " Software Warranty") for a period of ninety ( 90) days from the date of delivery of the Software ( the " Software Warranty Period"). Following the ninety ( 90) day Software Warranty Period all software performance issues are governed by the Service Level Agreement.
iii. Contractor' s entire liability and Customer' s exclusive remedy for any reported breach of the Hardware Warranty, if applicable, or Software Warranty will be repair or replacement of the defective Product within thirty ( 30) days of the written notice of the defective Product by the Customer, including, for Hardware, within 30 days after the receipt of the Hardware by Contractor from Customer and verification of the defect, unless such liability arises from the gross negligence or willful misconduct of the Contractor. If Contractor cannot repair or replace the defective Software during the Software Warranty Period, Contractor will refund all amounts paid by Customer for the defective Software and Contractor can terminate the Agreement. All claims must be received by Contractor promptly upon discovery of any defect, and in no event after expiration of the applicable Warranty Period. The foregoing Hardware, if applicable, and Software Warranties do not apply to any defect or failure to operate that is attributable to:

1. Customer' s misuse or abuse of or failure to maintain the Product;

2. Customer' s failure to operate the Product in accordance with the Documentation;

3. input errors, data conversion errors or other such errors, such as Customer' s failure to sequence route stops independently or through a Company professional services agreement;

4. any change made to the Product by Customer without Contractor' s written approval;

5. any defect, limitation or incompatibility in any equipment or other component installed by Customer;

6. any accident, catastrophe, act of God, or interruption or fluctuation in electrical power supplies;
Contract for Services

7. any material change in Customer's business or in the operating conditions under which the Product is used;

8. translations; or

9. Third -Party Products.

E. Return Merchandise Authorization. If Customer experiences the failure of any Customer -owned Hardware no longer covered under the Hardware Warranty, Customer may notify Technical Support to attempt to diagnose and resolve any issues via online and/ or phone communication with the Customer. If the issue is not resolved, Customer will be forwarded an RMA Request Form with full instructions to complete and return the hardware to the Contractor' s RMA Department for evaluation and verification of any malfunction. If hardware is not received by the RMA Department, or if Customer fails to respond to any subsequent questions or communications regarding the RMA within thirty 30) days, the RMA will be closed. A new RMA Request Form will be required should the Customer wish to pursue RMA evaluation in the future.

Once the hardware covered by the RMA is received by the RMA Department, the hardware will be evaluated, and Customer will be provided one or more of the following options:
i. No malfunction or issue detected. Device performed correctly and will be returned to Customer.
ii. Issue confirmed. Cost estimate to repair will be provided to Customer. Upon Customer approval, device will be repaired, tested and returned to Customer. iii. Issue confirmed. Beyond repair, recommendation to replace at Customer cost will be provided. Device will be recycled by Contractor or returned unrepaired to Customer upon Customer decision.

Disclaimer. THE WARRANTIES OF SECTION 9 D and E ARE THE EXCLUSIVE

WARRANTIES OFFERED BY CONTRACTOR AND CONTRACTOR MAKES NO

ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER

EXPRESS, IMPLIED ( EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. ALL OTHER CONDITIONS AND

WARRANTIES, INCLUDING ANY CONDITIONS OR WARRANTIES OF FITNESS FOR

A PARTICULAR PURPOSE, NON -INFRINGEMENT, MERCHANTABILITY,

SUITABILITY AND THOSE THAT ARISE FROM ANY COURSE OF DEALING OR COURSE OF PERFORMANCE, ARE HEREBY DISCLAIMED.

F. Contractor shall provide corrective services without charge to the City for services which fail to meet the above professional and legal standards and which are reported to Contractor in writing within sixty ( 60) days of discovery. Should Contractor fail or refuse to perform promptly its obligations, the City may render or undertake performance thereof and the Contractor shall be liable for any expenses thereby incurred.

10. SUBCONTRACTING:

None of the services covered by this Agreement shall be subcontracted without the prior written consent of the City, which will not be unreasonably withheld. Contractor shall be as fully responsible to the City for the negligent acts and omissions of its contractors and subcontractors, and of persons either directly or indirectly employed by them, as it is for the negligent acts and omissions of persons directly employed by Contractor.

11. ASSIGNABILITY:

Contract for Services
Neither party shall assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of the other party, which will not be unreasonably withheld. However, claims for money due or to become due Contractor from the City under this Agreement may be assigned to a financial institution, or to a trustee in bankruptcy, without such approval. Notice of any assignment or transfer whether voluntary or involuntary shall be furnished promptly to the City.

12. INTEREST IN AGREEMENT:

Contractor covenants that neither it, nor any of its employees, agents, contractors, subcontractors has any interest, nor shall they acquire any interest, direct or indirect, in the subject of the Agreement, nor any other interest which would conflict in any manner or degree with the performance of its services hereunder. Contractor shall make all disclosures required by the City' s conflict of interest code in accordance with the category designated by the City, unless the City Manager determines in writing that Contractor' s duties are more limited in scope than is warranted by the category designated by the City code and that a narrower disclosure category should apply. Contractor also agrees to make disclosure in compliance with the City conflict of interest code if, at any time after the execution of this Agreement, City determines and notifies Contractor in writing that Contractor' s duties under this Agreement warrant greater disclosure by Contractor than was originally contemplated. Contractor shall make disclosures in the time, place and manner set forth in the conflict of interest code and as directed by the City.

13. MATERIALS CONFIDENTIAL:

All of the materials prepared or assembled by Contractor pursuant to performance of this Agreement are confidential and Contractor agrees that they shall not be made available to any individual or organization without the prior written approval of the City, except by court order.

14. LIABILITY OF CONTRACTOR -NEGLIGENCE:

Contractor shall be responsible for performing the work under this Agreement in a manner which is consistent with the generally -accepted standards of the Contractor' s profession and shall be liable for its own negligence and the negligent acts of its employees, agents, contractors and subcontractors. The City shall have no right of control over the manner in which the work is to be done but only as to its outcome, and shall not be charged with the responsibility of preventing risk to Contractor or its employees, agents, contractors or subcontractors.

15. INDEMNITY AND LITIGATION COSTS:

A. To the fullest extent permitted by law, Contractor shall indemnify, defend, and hold harmless the City, its officers, officials, agents, and employees against all claims, damages, demands, liability, costs, losses and expenses, including without limitation court costs and reasonable attorneys' fees, arising from Contractor' s negligent acts or negligent failure to act, errors, omissions or willful misconduct incident to the performance of this Agreement except such loss or damage caused solely by the active negligence, sole negligence, or willful misconduct of the City.

B. City, at its sole expense, agrees to defend and indemnify Contractor against any third -party claim that the data provided by City to Contractor, directly infringes a third -party copyright, patent issued by the U. S. Patent and Trademark Office, or misappropriates a trade secret, only if such claims arise solely from the conduct, actions, and/ or omissions by the City.

Contract for Services
The provisions of this section shall survive termination or suspension of this Agreement, but in no event shall exceed a period of six ( 6) years.

16. CONTRACTOR TO PROVIDE INSURANCE:

A. Contractor shall not commence any work before obtaining, and shall maintain in force at all times during the duration and performance of this Agreement, the policies of insurance specified in this Section. Such insurance must have the approval of the City as to limit, form, and amount, and shall be placed with insurers with a current A. M. Best' s rating of no less than A VII ( an NR rating is acceptable for Worker' s Compensation insurance written with the State Compensation Insurance Fund of California).

B. Prior to execution of this Agreement and prior to commencement of any work, the Contractor shall furnish the City with certificates of insurance and copies of endorsements providing evidence of coverage for all policies required by the Agreement. The Contractor and its contractors and subcontractors shall, at their expense, maintain in effect at all times during the performance of work under the Agreement not less than the following coverage and limits of insurance, which shall be maintained with insurers and under forms of policy satisfactory to the City. The maintenance by Contractor and its contractors and subcontractors of the following coverage and limits of insurance is a material element of this Agreement. The failure of Contractor or of any of its contractors or subcontractors to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of this Agreement. Approval of the insurance by the City shall not relieve or decrease any liability of Contractor.

Commercial General Liability Insurance.
a. Contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than two million dollars ($ 2, 000, 000) per occurrence and four million dollars ($ 4, 000, 000) minimum limit for general aggregate for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

Contractor' s general liability policies shall be primary and shall not seek contribution from the City' s coverage, and be endorsed using Insurance Services Office form CG 20 10 ( or equivalent) to provide that City and its officers, officials, employees, and agents shall be additional insureds under such policies. For construction projects, an endorsement providing completed operations coverage for the additional insured, ISO form CG 20 37 ( or equivalent), is also required.
b. Any failure to comply with reporting provisions of the policies by Contractor shall not affect coverage provided the City.

C. Coverage shall state that Contractor insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer' s liability.

Contract for Services
d. Coverage shall contain a waiver of subrogation in favor of the City.

2. Automobile Liability. If the vehicles are brought onto city facilities, covering any auto, or of Contractor has no owned autos, hired, and non -owned autos, the Contractor shall maintain automobile liability with limits no less than one million dollars ($ 1, 000,000) minimum limit per accident for bodily injury and property damage.

3. Workers' Compensation and Employers' Liability. Contractor shall maintain Workers' Compensation Insurance and Employer' s Liability Insurance with limits of at least one million dollars ($ 1, 000, 000). Contractor shall submit to City, along with the certificate of insurance, a waiver of subrogation endorsement in favor of City, its officers, agents, employees, and volunteers.

4. Professional Liability. Contractor shall maintain professional liability insurance that insures against professional errors and omissions that may be made in performing the Services to be rendered in connection with this Agreement, in the minimum amount of two million dollars ($ 2, 000, 000) per claim and in the aggregate.

Any policy inception date, continuity date, or retroactive date must be before the effective date of this agreement, and Contractor agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement.

5. All Coverages.
a. Each insurance policy required by this Agreement shall be endorsed to state that coverage shall not be suspended, voided, cancelled, or reduced in limits except after thirty ( 30) days' prior written notice has been given to the City, except that ten ( 10) days' prior written notice shall apply in the event of cancellation for nonpayment of premium.
b. All self-insurance, self -insured retentions, and deductibles must be declared and approved by the City.

C. Evidence of Insurance - Prior to commencement of work, the Contractor shall furnish the City with certificates, additional insured endorsements, and waivers of subrogation evidencing compliance with the insurance requirements above. The Contractor must agree to provide complete, certified copies of all required insurance policies if requested by the City.
d. Acceptability of Insurers - Insurance shall be placed with insurers admitted in the State of California and with an A. M. Best rating of A- VII or higher.
e. Subcontractors and Contractors - A category of risk and the applicable insurance requirements will be determined on a " per subcontractor" or " per consultant" basis, considering the particular work to be done by the subcontractor or consultant and the interrelationship of that work to other work being conducted by the Contractor.

6. No other provision of this Agreement or any attachment thereto shall reduce the insurance or indemnity obligations imposed under this Section.

Contract for Services
C. In addition to any other remedy the City may have, if Contractor fails to maintain the insurance coverage as required in this Section, the City may obtain such insurance coverage as is not being maintained, in form and amount substantially the same as is required herein, and the City may deduct the cost of such insurance from any amounts due or which may become due Contractor under this Agreement.

D. No policy required by this Agreement shall be suspended, cancelled, terminated by either party, or reduced in coverage or in limits unless Contractor has provided thirty ( 30) days prior written notice by certified mail, return receipt requested, to the City.

E. Any deductibles or self -insured retentions in excess of $10, 000 must be declared to, and approved by, the City.

F. The requirement as to types, limits, and the City' s approval of insurance coverage to be maintained by Contractor are not intended to, and shall not in any manner, limit or qualify the liabilities and obligations assumed by Contractor under the Agreement.

17. MISCELLANEOUS PROVISIONS:

A. Compliance with Laws. Contractor shall keep itself fully informed of, shall observe and comply with, and shall cause any and all persons, firms or corporations employed by it or under its control to observe and comply with, applicable federal, state, county and municipal laws, ordinances, regulations, orders and decrees which in any manner affect those engaged or employed on the work described by this Agreement or the materials used or which in any way affect the conduct of the work.

B. Unlawful Acts. Contractor shall not engage in unlawful employment discrimination.

Such unlawful employment discrimination includes, but is not limited to, employment discrimination based upon a person' s race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, gender, citizenship, or sexual orientation.

C. Record Retention. Contractor shall maintain and make available for inspection by the City and its auditors accurate records of all of its costs, disbursements and receipts with respect to any work under this Agreement. Such inspections may be made during regular office hours at any time until six ( 6) months after the final payments under this Agreement are made to the Contractor.

D. Notice. All notices that are required to be given by one party to the other under this Agreement shall be in writing and shall be deemed to have been given if delivered personally or enclosed in a properly addressed envelope and deposited in a United States Post Office for delivery by registered or certified mail addressed to the parties at the following addresses:
2v:

Avneet Mahil
Interim Deputy Director of Public Works
City of Manteca
1001 W. Center St.

Manteca, CA 95337
Contractor
Robert Nelson
Vice President, Accounting
Routeware, Inc.
16525 SW 72nd Ave.

Portland, OR 97224
Contract for Services
E. Governing Law and Venue. This Agreement shall be interpreted and governed by the laws of the State of California, and any legal action relating to this Agreement shall take place in the Superior Court, County of San Joaquin.

F. Waiver. Waiver of any breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach or default of the same or any other provision under this Agreement.

G. Severability. If any provision of this Agreement is held to be invalid, illegal or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.

H. Mediation. In the event of any controversy or claim arising out of or relating to this Agreement or the Services provided by Contractor (each referred to as a " Dispute" and all collectively referred to as the " Disputes"), the Parties shall try to resolve all Disputes through good faith, direct discussions involving the representatives of each Party who possess the necessary authority to resolve such Dispute. If direct discussions are unsuccessful in resolving a Dispute, the Parties shall endeavor to resolve the matter by mediation through and administered by JAMS or its successor in interest. JAMS shall provide the parties with the name of five (5) qualified mediators. Each party shall the option to strike two of the five mediators selected by JAMS, and thereafter the mediator remaining shall hear the dispute. If the dispute remains unresolved after mediation, either party may commence litigation.

I. Costs and Attorney' Fees. If either party commences any legal action against the other party arising out of this Agreement or the performance thereof, the prevailing party in such action may recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys' fees.

J. Entire Agreement. This Agreement constitutes the entire agreement between the parties relative to the services specified herein and no modification hereof shall be effective unless and until such modification is evidenced by a writing signed by both parties to this Agreement. There are no understandings, agreements, conditions, representations, warranties or promises, with respect to this Agreement, except those contained in or referred to in the writing.

K. Execution. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy has been signed by both parties.

L. Authority to Enter Agreement Contractor warrants that it has all requisite power and authority to conduct its business and to execute, deliver, and perform this Agreement.

Each party warrants to the other that the signature to this Agreement have the legal power, right, and authority to enter into this Agreement and to bind each party.

Docusign Envelope ID: 4COB97E4- 8220- 46OC- B95C- A2C8A6F18472 Contract for Services

CITY OF TECA
By:

Insorl
3-0 5e 01 ASS` 5+ edl-3
ATTEST:

By: [ t
9f Cassandra Candini- Tilton, City Clerk
APPROVED AS TO FORM:

By: I--
D ity Attorney
1918 i 0
GQv
ROUTEWARE, INC.

DocuSigned by:

By:
1 4, sm,
Signature
Robert Nelson
Printed Name
VP, Accounting
Title
EDocuSigned
by:
n -
3C—

EXHIBIT A
C' 4% Routeware
Routeware, Inc.
16525 SW 72nd Ave
Portland, Oregon 97224
United States
Phone: ( 503) 906- 8500
Email: info@routeware. com
Ship To
Avneet Mahil
City of Manteca - CA
210 E Wetmore St.

Manteca, California 95337
United States
209) 456- 8457
[email protected]
Bill To
City of Manteca - CA
210 E Wetmore St.

Manteca, California 95337
United States
Order Form
Order #: Q- 10351- 1
Agreement Term: 36 Months
Offer Good Through: 1/ 5/ 2025

SALESPERSON PHONE EMAIL PAYMENTTERMS
Kevin Hahn ( 650) 430- 6012 khahn@routeware. com Net 10 Statement of Confidentiality & Non - Disclosure
This document contains proprietary and confidential information. All information and data submitted to City of Manteca - CA is provided in reliance upon its consent not to use or disclose any information contained herein except in the context of its business dealings with Routeware, Inc. The recipient of this document agrees to inform present and future employees of City of Manteca - CA who view or have access to its content of its confidential nature. The recipient agrees to instruct each employee that they must not disclose any information concerning this document to others except to the extent that such information is generally known to, and is available for use by, the public. The recipient also agrees not to duplicate or distribute or permit others to duplicate or distribute any material contained herein without Routeware, Inc.' s express written consent.

Routeware, Inc. retains all title, ownership and intellectual property rights to the material and trademarks contained herein, including all supporting documentation, files, marketing materials, and multi -media.

BY ACCEPTANCE OF THIS DOCUMENT THE RECIPIENT AGREES TO BE BOUND BY THE AFOREMENTIONED STATEMENT Q- 10351- 1- 12/ 6/2024 Page 1
of 5
Hardware

PRODUCT UNIT QTY UNIT PRICE EXTENDED
Camera Controller ( Camera Not Included) Each 45 USD 499. 00 USD 22, 455. 00 Standard HD Camera for Camera Controller with Each 178 USD 95. 00 USD 16, 910. 00 Cable
Monitor for Camera Controller Each 3 USD 42. 00 USD 126. 00 Camera Power Kit Each 45 USD 40. 00 USD 1, 800. 00
Reverse Camera Connector Kit ( Android) Each 45 USD 82. 00 USD 3, 690. 00 Dual Facing HD Dash Camera ( Interior Only) for Each 45 USD 147. 00 USD 6, 615. 00 Camera Controller with Cables
Video Service Hardware Each 45 USD 205. 00 USD 9, 225. 00 Heavy Duty Tablet 10" Android TA4PRO with Full Each 45 USD 0. 00 USD 0. 00 Install Kit - Price included in monthly service fee
Loadman and Airweigh Connector Cable Each 29 USD 7. 00 USD 203. 00 MDVR Monitor and Cabling for In Cab Mounting Each 45 USD 145. 00 USD 6, 525. 00 Regular Duty Tablet, True Serial Cable for Scales Each 29 USD 42. 50 USD 1, 232. 50 RFID, Reader, Handheld UHF Each 1 USD 415. 00 USD 415. 00 RFID Reader for Heavy Duty Android Tablets Each 31 USD 1, 806. 00 USD 55, 986. 00 Hardware Total: USD 125. 182. 50
Services

PRODUCT UNIT QTY UNIT PRICE EXTENDED
Camera System Installation Each 45 USD 300. 00 USD 13, 500. 00 Additional Camera Installation Each 178 USD 190. 00 USD 33, 820. 00 Backup Camera Auto Trigger Installation Each 45 USD 190. 00 USD 8, 550. 00 Vehicle Installation Each 45 USD 300. 00 USD 13, 500. 00 Project Management and Training Each 1 USD 15, 000. 00 USD 15, 000. 00 RFID Installation Each 31 USD 360. 00 USD 11, 160. 00
Routeware Professional Services Per Hour 180 USD 225. 00 USD 40, 500. 00 Scale Configuration Installation Each 29 USD 80. 00 USD 2, 320. 00 Camera Monitor Installation Each 45 USD 40. 00 USD 1, 800. 00 Services Total: USD 140, 150. 00
Q- 10351- 1- 12l612024

Page 2 of 5 ends

Payment Terms -
Hardware is invoiced seven ( 7) days after execution of the Order For all other services, Company will submit invoices for services to the Customer by the 10th of the month following the month in which Company provided services and Company' s invoice will have a date, an invoice number, a purchase order number and a description of the goods or services.

Terms & Conditions Information
This Order and all products and services herein are subject to and limited to the terms and conditions located at https:// www. routeware. com/ Clients. Any purchase orders issued in response to this Order, will be deemed acceptance of such terms httb:/ Iwww. routeware. com/ Clients Password: RWClientl! Prices are exclusive of any federal, state, or local taxes. The customer is responsible for all federal, state, and local taxes.

This system requires a specific server to operate Routeware software, which may need to be purchased separately.

This system requires cellular connectivity for each vehicle which may need to be purchased separately.

If route sequencing by Routeware is a requirement, additional professional services fees may apply.

On -Board Computer software is sold as a perpetual license, allowing the license to be activated on replacement hardware.

Any lapse in support voids perpetual license.

Pricing does not include freight cost or travel expenses, which will be invoiced as they are incurred.

Professional Services Project Terms:

The hours included in this order and the accompanying Statement of Work represent our best estimate of hours required for the Project, based on our experience. You understand and agree that actual fees may differ. All fee and timeline estimates are based on the information provided to us to -date, including your system requirements and resource allocations. It does not account for presently unknown circumstances that create uncertainty. These include, for example, your level of participation, complexity of your processes and requirements, unknown system and data elements, changes in scope of work, changes in assumptions, delays caused by you or third parties, or other conditions outside of our reasonable control. We will notify you if we expect to exceed cost or timeline estimates, and this will be addressed through the change order process described below.

We will work with your Project Manager to help manage the scope of the Services within the estimate provided. However, both parties acknowledge and agree that actual fees may differ from this estimate. If we determine there has been a change in or unsuccessful completion of responsibilities or assumptions set forth in this Proposal, a change order may be required. In addition, any Project changes, including to address unknown circumstances, additional work requested by you or changed requirements, will require a Change Order. Change Orders may also impact the Project timeline. You understand that, in all instances, Routeware' s compensation will be based upon the work actually performed and expenses actually incurred.

Subscription Hardware Additional Terms -
All Hardware on this Order sold as a subscription is the property of Routeware. Throughout the term of this Order and at no additional cost to the Customer, Routeware will repair or replace defective Subscription Hardware purchased on this Order with a comparable unit, provided that, in Routeware' s sole determination, the unit has not been damaged beyond normal wear and tear. Normal wear and tear includes battery/ component failure, scratches and superficial damage to the top, bottom, and corners of the unit. That not covered under the replacement program includes, but is not limited to, damage from ( a) drops, ( b) immersion in water, (c) cracked screens caused by excess pressure or hard devices, or ( d) deliberate damage to the unit. Unit replacement costs resulting from damage not covered by the warranty is the responsibility of Customer. Customer shall surrender to Routeware any computers that are replaced under this program. Notwithstanding any other agreements or clauses on this matter in this agreement or others, Routeware reserves the right to increase monthly service if, in Routeware' s sole determination, units are routinely abused or mishandled to the point of failure. Refer to Section 7. 2 of the Routeware Master Sales and License Agreement for additional warranty details. At the conclusion of the License Period, Customer shall return all Subscription Hardware to Routeware in good condition and working order. In the event the Customer does not return all Subscription Hardware, or the Subscription Hardware is damaged, lost, or stolen while in the Customer' s possession, the Subscription Hardware will be deemed sold to Customer, and Customer agrees to pay the then -current list price ( plus any applicable taxes) upon receipt of an invoice.

Customer Responsibility for Auto Backup Camera on Reverse Trigger:
0-10351- 1- 12/ 6/ 2024

Page 3 of 5 ends

The Routeware Backup Camera on Reverse Smart Truck Feature allows the Routeware system to pull a specific camera up on the tablet when the vehicle is put into Reverse. This event requires a " trigger" to indicate to the system that the vehicle is now in Reverse. Routeware requires a circuit that will go " voltage high" ( Above 11 VDC) when the vehicle is put into Reverse, A Routeware installer can then " T" off of the circuit and connect it to our input sensors.

To avoid any vehicle -related concerns or issues Routeware requires the customers to identify an appropriate circuit to use for this purpose. Once this circuit is identified, Routeware will connect our input sensors to this circuit. Routeware will provide general knowledge and or troubleshooting but are reliant on the customer guidance for this feature implementation.

Q- 10351- 1 - 12/ 6/ 2024

Page 4 of 5 ends

City of Manteca - CA
Signature:

Name ( Print):

Routeware, Inc., and affiliates
Signature:

Name ( Print):

Please sign and email to Kevin Hahn at khahn@routeware. com

FOR INTERNAL USE ONLY
Reviewed By:

Data:

Title: ` jS S C < tom' cy
10 Date:

Title:

Q- 10351- 1- 1216/2024

Page 5 of 5 ends

16525 SW 72" d Ave.

Routeware Portland, OR 97224
www. Routeware Inc.. com

STATEMENT OF WORK
503) 906- 8500 1 Corporate Offices
877) 906- 8550 1 Toll Free
503) 906- 8544 1 Fax
Purpose
This statement of work (" SOW") and any addenda attached hereto, sets forth the deliverables associated with the Routeware Inc. implementation of licensed software/ subscription services ( hereafter " Product" or " Services") as determined by the applicable Master Sales and License Agreement and Professional Services Agreement, hereafter " Agreement", executed by the city of Manteca, CA (" Licensee" or "Customer" or "Subscriber") and Routeware Inc. (" Licensor" or " Provider").

This SOW and attached Addenda set forth the scope and objectives, project stages, project governance and objectives, gate checks and lifecycle stages, and change management, applicable to the implementation of the Product or Services as further identified within the Routeware Inc. line of business below:

Routeware
3`d Party Integration ( Tyler New World <> Routeware)
Routeware Inc.' s Gate Checks
Routeware Inc. will develop a project plan to managethe implementation lifecycle and to report on progress. Any requests for deviations to the project plan will be documented, reviewed, and approved by the respective project managers for the Customer and Routeware Inc. In addition, a summary of requested changes will also be reviewed during the scheduled gate check reviews. Changes must be mutually approved by both parties.

As part of its standard and proven project execution, Routeware Inc. will structure the project into several phases designed to ensure success. Routeware Inc. will work collaboratively with the Customer to develop a plan that details requirements, assigns responsibilities, and sets due dates — to best achieve the goal of meeting the designated go -live date with a minimum of business disruption. From the onset of the project, Routeware Inc. will assign a core implementation team.

Routeware Inc. will execute gate check reviews at the completion of the Discover, Design, and Deploy stages of the project lifecycle. The gate check reviews provide the following:

RouTEWARE INC. CONFIDENTIAL PAGE I OF 7
Stage 1- Discover
The Discover stage includes the comprehensive planning and resource scheduling for the duration of the project, including a review of the approach and governance, the cadence for status reporting, and clarification of roles and responsibilities for Routeware Inc. and Customer project team members. It also includes the requirements confirmation interview, documentation, and approval, along with the initial solution configuration based on Routeware Inc.' s best practices for a specific Customer' s needs, and the import of Customer data.

Stage 2 - Design
The " future state" is documented, reviewed, and approved by the Customer, including a validation of the data imported, upon which time the environment is provisioned, the solution installed, and the Customer provided access to the solution. There will be progressive " targeted" training and begin the solution familiarization process for key users, along with the creation of a validation plan to be used during the Deploy stage. The Routeware Inc. team performs an internal verification that the solution, as configured, is operating properly, and aligns with the approved requirements and future state configuration, reaching the milestone referred to as being " solution complete".

Stage 3 - Deploy
The Deploy stage includes scenario - based training, followed by the Customer' s end -to -end validation of the solution across business scenarios/ use cases identified and configured during the Discover and Design stages. Scenario -based training - typically conducted with Customer -identified " super users" - follows a tell, show, do model, where the individual delivering the training outlines the scenario, then demonstrates the scenario, and finally the super users complete an end -to -end example themselves using the " happy path", a clean, well -executed process without exceptions. Upon completion of the validation plan, the milestone of " solution acceptance" is confirmed by the Customer. At go -live there is final training and practice for end users and drivers, with a focus on what a user needs to do in the system to complete the duties of a particular role, including handling of typical " operational exceptions" encountered on a day-to-day basis. The final system cutover is performed and Routeware Inc. aids the Customer during the go live event and stabilization period, helping to triage, manage and resolve issues that may arise, followed by a transition to support, and project closeout.

Services
The scope of Services outlined below provides a breakdown of the key components and gate checks of the Routeware Inc. implementation and the corresponding deliverables provided by Routeware Inc. and the Customer.

Routeware Inc. Deliverables Customer Deliverables
Discover Key activities include: Key activities include:

Project kick- off Define/ assemble project team
Develop implementation plan/ key Project planning
milestones Define measures of project success
Complete pre -implementation documents
Review, document, and approve business Key deliverables include:
requirements: Process questionnaires
o Scenarios
o Reporting
o Integrations
o Data workshop/ Data import
Key deliverables include:

Draft project plan
Session agendas
Documented business requirements
Environment provisioning/ solution
installation
Provide documented process to
model recommended configuration
Provide sample data sets
Design Key activities include: Key activities include:

Define, configure, document and approve Customer completes recommended future state Product training
Conduct status meetings Attend all system configuration Update project plan sessions
Install solutions( s) Complete all action items after each Targeted training on data maintenance, system configuration session transactions etc. Required configuration and testing
Solution familiarization exercises Internal process review Drafting solution validation plan Attend all design sessions Creation of scenario - based training plan Complete solution familiarization Conduct status meetings exercises
Attend all status meetings
Key deliverables include: Begin work on change management Data import ( 3 imports into test activities
environment)
Solution configuration Key deliverables include:
o Users Approved business requirements
o Customers Provide data for import
o Equipment o Accepted file formats
o Routes include . csv or .xml
o Codes o Updated data sets as
o Other applicable data required
Session agendas Approved future state
Targeted training configurations
Final solution configuration Enumeration of test plans
Design gate check Solution familiarization activities
Project plan revisions Data maintenance
Transaction practice
Solution validation
Usage documentation and/ or
standard operating procedures
SOPS)
Approval/ sign- off
Deploy Key activities include: Key activities include:

Scenario - based super user training Solution validation activities Solution validation ( user acceptance End - user training plans testing, UAT) Approval/ sign- off
Creation of end -user training plan Solution acceptance Solution acceptance milestone
Conduct status meetings Key deliverables include:

Update project plan End - user training and practice
End -user training and practice • Issue triage and management Go - live cutover
Issue management and stabilization
Transition to support
Project closeout
Key deliverables include:

Scenario -based training
Readiness gate check
Project plan revisions
Go - live cutover and stabilization assistance
Issue management and resolution
Transition to support
Project closeout
RCC<> Tyler New World Integration
The City of Manteca, CA is implementing Routeware' s RCC product. The system will integrate with the City' s Tyler New World ERP system, which serves as the RMS, route management system, acting as the system of record for active commercial and residential addresses. The integration will keep RCC synced with the active accounts in Tyler New World.

1. Import from Tyler New World ERP.
a. Routeware will create a test instance that will be removed after the integration is online in Production b. Routeware will establish a SUP host and provide the customer with credentials to mount to this host. c. The customer generates a daily flat file (xml or csv) and automation to save the file( s) to the Import directory on the SUP
d. The file fields contain route details determined by the Integration use cases. This typically includes parameters such as Locationll), Address fields, container information, pickup frequency, etc.

2. Export from RCC.
a. The integration will be export enable -ready. If, in the future, the customer would like to import RCC data back into Tyler New World, the system will be built to quickly make RCC data available.

3. Additional scoping is required for understanding the customer' s use cases and data mapping of common fields between RCC and Tyler New World for building the final integration. a. Behaviors when accounts at service locations go inactive, work orders, account transfers, container numbers are examples where further details are required.

4. Routeware to provide guidance for testing and validating the interface You agree and acknowledge that our ability to successfully complete the Professional Services is dependent on accurate and complete scoping of the effort required (" Scoping Activities"), and on your identification of non- standard systems, newly - released or older versions of software used by you that may impact our provision of the Professional Services (" Scoping Information"). You represent that you have provided to us all relevant Scoping Information known to you.

You ( and to the extent you utilize third parties who will be involved in the Professional Services provided by us hereunder Third Party Consultants"), your Third Party Consultants) will ( a) provide us with reasonably requested and timely information, access, resources and approvals to assist us with its provision of Professional Services, and ( b) will use diligent efforts to work with us to ensure timely completion of Professional Services ( collectively, " Required Assistance"). You acknowledge that the required Assistance will require collaboration between us and you and/ or your Third Party Consultants, and will require your active and sustained participation in order to be completed in a timely, effective and complete manner.

Assumptions
The Customer will provide adequate resources and key decision makers required to meet tasks associated with implementation milestones.

RouTEWAKE INC. CONFIDENTIAL
The Routeware Inc. project manager will be the primary contact throughout the project, will coordinate the efforts of implementation consultants and subject matter experts ( SMEs) throughout the project, and will establish a cadence of status meetings with the Customer.

The data import process will validate the integrity of the data, and exceptions provided back to the Customer for resolution prior to final import.

This SOW is based on current assumptions and information currently known as of the SOW Effective Date.

During the provision of Professional Services, we will engage in Scoping Activities and gather Scoping Information about your requirements and use cases as described above. In the event of supplements or changes to project scope, Scoping Information, requirements, deliverables, or other factors, the scope of the Professional Services may change, necessitating a Change Order mutually agreed by the Parties. This Change Order may affect scope, timeline and/ or proposed cost.

The failure to provide Required Assistance by you or any of your Third Party Consultants may result in delays in the completion of Professional Services, which delays will not be our responsibility, and may result in delays in completion of Professional Services and/ or the need for a Change Order to account for changes in scope, timelines, and/ or fees. You also agree and acknowledge that you will hold us harmless from any delays, incremental costs, or other liability resulting from the acts or omissions of your Third Party Consultants.

Inclement weather and other events beyond our reasonable control (e.g., that creates dangerous or unsafe working conditions for our personnel) may impact our ability to provide Professional Services, and/ or may impact our ability to meet the target dates set forth in this SOW.

The project manager assigned to this project is assigned to you for the duration of this SOW only. Following project completion, we will provide direction to you for day- to- day interactions relating to the Professional Services provided hereunder.

Key Factors for a Technical Integration
o Endpoints will be available prior to our work beginning along with all required documentation. o Direct SME- to-SME communication channels are required. o Any custom integration may require technical expertise from someone outside the Customer which would be provided at Customer expense
o Any delays or blockers will put the project at risk
o Time -to -address any technical issues during the project will be a driver of the schedule o Regular schedule of tech team sessions to review progress, but " real time" ability to communicate Out of Scope
Custom Reports — Reporting is robust across all Routeware Inc. solutions. If you require unique custom reports, those will be scoped separately with an estimate for your consideration.

Routeware direct updates to Tyler New World ERP
Integration with the customer' s GIS or any other system SOW Change Order
Changes to a SOW will require a written change order signed by the parties prior to implementation of the changes. Such changes may include, for example, changes to the scope of work and any corresponding changes to the estimated fees and schedule for the performance of the applicable Services. Upon Routeware Inc.' s receipt of a change order request from the Customer, Routeware Inc. will promptly notify the Customer if Routeware Inc. believes that the change order request requires an adjustment to the fees or to the schedule for the performance of the applicable Services. In such an event, the parties will negotiate in good faith a reasonable and equitable ROOTEWARE INC. CONFIDENTIAL
adjustment to the fees and/ or schedule, as applicable. During such negotiations, Routeware Inc. may continue to perform Services pursuant to the existing SOW and will have no obligation to perform Services pursuant to the change order request unless and until the parties have executed an applicable change order. Any time and materials that are required to evaluate a change order request are billable at Routeware Inc.' s then -current standard rates.

Pricing
An estimate for the Routeware Inc. Professional Services stated herein is set forth in the Order Form( s)# Q- 10351 is based on time and materials required as related to the Product or Service, Routeware Inc.' s current understanding of the Customer' s business requirements, and the expected future state of the project or a fixed fee. Any new SOW or changes or requests for additional Services hereunder shall incur additional charges billed at Routeware Inc.' s then - current rates.

The estimated fees are provided for budgetary purposes only. Fees for Professional Services will be billed on either a time and materials or fixed fee basis, as specified below, and shall be payable to Routeware Inc. in consideration of the Professional Services provided under this SOW.

Fixed Fee
Routeware Control Center & Project planning, resource coordination, status 1 15, 000 15, 000 rwMobile Implementation reporting, budget, risk and issue management, requirements confirmation, solution
configuration, documentation, training, go live
assistance
RCC<> Tyler New World Project planning, resource coordination, status 1 40, 500 40,500 Integration reporting, budget, risk and issue management, requirements confirmation, solution
configuration, documentation, training, go live
assistance
TOTAL 65, 500
Fees shall be payable in accordance with the terms of the governing Agreement. Fees do not include charges for any taxes imposed by any government authority on the provision of Professional Services to you, and you shall pay any such taxes upon our invoice, including without limitation any sales or use tax a governmental authority may impose on the provision of Professional Services to you ( but excluding any taxes based upon our net income).

ROUTEWARE INC. CONFIDENTIAL, PAGE 6 OF 7
In addition to paying the fees described above, you will reimburse us for reasonable travel, lodging and other expenses incurred in connection with Professional Services under this SOW, provided that such expenses shall not be reimbursable unless we have provided you with receipts or other documentation reasonably substantiating such expenses or costs as part of the reimbursement request. Final acceptance of this SOW will follow the formal quote which includes this document.

Confidentiality Statement
This SOW, including all attachments, copies, and derivatives thereof, is considered Routeware Inc. confidential information, and is subject to all obligations of confidentiality set forth in the Agreement.

ROUTEWARE INC. CONFIDENTIAL PAGE 7 OF 7
Routeware
Routeware, Inc.
16525 SW 72nd Ave
Portland, Oregon 97224
United States
Phone: ( 503) 906- 8500
Email: info@routeware. com
Ship To
Avneet Mahil
City of Manteca - CA
210 E Wetmore St.

Manteca, California 95337
United States
209) 456- 8457
amahil@manteca. gov
Bill To
City of Manteca - CA
210 E Wetmore St.

Manteca, California 95337
United States
Order Form
Order #: Q- 10353- 1
Agreement Term: 36 Months
Offer Good Through: 1/ 8/2025

SALESPERSON PHONE EMAIL PAYMENT TERMS
Sean Ostlund ( 503) 906- 8530 1 sostlund@routeware. com Net 10 Statement of Confidentiality & Non - Disclosure
This document contains proprietary and confidential information. All information and data submitted to City of Manteca - CA is provided in reliance upon its consent not to use or disclose any information contained herein except in the context of its business dealings with Routeware, Inc. The recipient of this document agrees to inform present and future employees of City of Manteca - CA who view or have access to its content of its confidential nature. The recipient agrees to instruct each employee that they must not disclose any information concerning this document to others except to the extent that such information is generally known to, and is available for use by, the public. The recipient also agrees not to duplicate or distribute or permit others to duplicate or distribute any material contained herein without Routeware, Inc.'s express written consent.

BY ACCEPTANCE OF THIS DOCUMENT THE RECIPIENT AGREES TO BE BOUND BY THE AFOREMENTIONED STATEMENT Q- 10363- 1- 121912024

Page 1 of 4 ends

Services

PRODUCT UNIT QTY
Game Custom Art - Small Each 1
Program Tracker Implementation Each 1
ReCollect Implementation ( Large) Each 1

UNIT PRICE
USD 500. 00
USD 5, 000. 00
USD 5, 000. 00
Services Total:

EXTENDED
USD 500. 00
USD 5, 000. 00
USD 5, 000. 00
USD 10, 500. 00
0- 10353- 1- 12/ 9/ 2024

Page 2 of 4 ends

Payment Terms -
For all other services, Company will submit invoices for services to the Customer by the 10th of the month following the month in which Company provided services and Company' s invoice will have a date, an invoice number, a purchase order number and a description of the goods or services.

This Order is part of additional Order Numbers Q- 10354, Q- 10351 and Q- 10352 Terms & Conditions Information
This Order and all products and services herein are subject to and limited to the terms and conditions located at https.// www. routeware. com/ Clients. Any purchase orders issued in response to this Order, will be deemed acceptance of such terms httn:// www. routeware. com/ Clients Password: RWClient1! Prices are exclusive of any federal, state, or local taxes. The customer is responsible for all federal, state, and local taxes.

This system requires a specific server to operate Routeware software, which may need to be purchased separately.

This system requires cellular connectivity for each vehicle which may need to be purchased separately.

If route sequencing by Routeware is a requirement, additional professional services fees may apply.

On -Board Computer software is sold as a perpetual license, allowing the license to be activated on replacement hardware.

Any lapse in support voids perpetual license.

Pricing does not include freight cost or travel expenses, which will be invoiced as they are incurred.

SOW Additional Tenn -
A mutually agreed - upon Statement of Work ( SOW) for the implementation is required prior to contract execution The hours included in this order and the accompanying Statement of Work represent our best estimate of hours required for the Project, based on our experience. You understand and agree that actual fees may differ. All fee and timeline estimates are based on the information provided to us to -date, including your system requirements and resource allocations. It does not account for presently unknown circumstances that create uncertainty. These include, for example, your level of participation, complexity of your processes and requirements, unknown system and data elements, changes in scope of work, changes in assumptions, delays caused by you or third parties, or other conditions outside of our reasonable control. We will notify you if we expect to exceed cost or timeline estimates, and this will be addressed through the change order process described below.

Q- 10353- 1- 1219/ 2024

Page 3 of 4 ends

Docusign Envelope ID: 2A19lC3D- 2900- 45FO- BF27- OCD36BA9C475 City of Manteca - CA
Signature:

Tj U
Name ( Print): 30 se- J G'- SSm
Routeware, Inc., and affiliates
Date: f '" —
ta5s cS c -
Title:

Signature: Date:

Name (Print):

Please sign and email to Kevin Hahn at khahn@routeware. com

FOR INTERNAL USE ONLY
Reviewed By:

Title:

Q- 10352- 1- 121612024

Page 4 of 4 ends

16525 SW 72" d Ave.

Routeware Portland, OR 97224
www. Routeware Inc.. com

STATEMENT OF WORK
503) 906- 8500 1 Corporate Offices
877) 906- 8550 1 Toll Free
503) 906- 8544 1 Fax
Purpose
This statement of work (" SOW") and any addenda attached hereto, sets forth the deliverables associated with the Routeware Inc. implementation of licensed software/ subscription services ( hereafter " Product" or " Services") as determined by the applicable Master Sales and License Agreement and Professional Services Agreement, hereafter "Agreement", executed by the city of Manteca, CA (" Licensee" or "Customer" or " Subscriber") and Routeware Inc. (" Licensor" or " Provider").

Recyclist
ReCollect
Routeware Inc.' s Gate Checks
Routeware Inc. will develop a project plan to manage the implementation lifecycle and to report on progress. Any requests for deviations to the project plan will be documented, reviewed, and approved by the respective project managers for the Customer and Routeware Inc. In addition, a summary of requested changes will also be reviewed during the scheduled gate check reviews. Changes must be mutually approved by both parties.

Routeware Inc. will execute gate check reviews at the completion of the Discover, Design, and Deploy stages of the project lifecycle. The gate check reviews provide the following:

RouTEWARE INC. CONFIDENTIAL PACE I OF 6
Stage 1- Discover
The Discover stage includes the comprehensive planning and resource scheduling for the duration of the project, including a review of the approach and governance, the cadence for status reporting, and clarification of roles and responsibilities for Routeware Inc. and Customer project team members. It also includes the requirements confirmation interview, documentation, and approval, along with the initial solution configuration based on Routeware Inc.' s best practices for a specific Customer' s needs, and the import of Customer data.

Stage 3 - Deploy
The Deploy stage includes scenario - based training, followed by the Customer' s end -to -end validation of the solution across business scenarios/ use cases identified and configured during the Discover and Design stages. Scenario -based training - typically conducted with Customer -identified " super users" - follows a tell, show, do model, where the individual delivering the training outlines the scenario, then demonstrates the scenario, and finally the super users complete an end -to -end example themselves using the " happy path", a clean, well -executed process without exceptions. Upon completion of the validation plan, the milestone of "solution acceptance" is confirmed by the Customer. At go -live there is final training and practice for end users and drivers, with a focus on what a user needs to do in the system to complete the duties of a particular role, including handling of typical " operational exceptions" encountered on a day-to-day basis. The final system cutover is performed and Routeware Inc. aids the Customer during the go live event and stabilization period, helping to triage, manage and resolve issues that may arise, followed by a transition to support, and project closeout.

Routeware Inc. Deliverables Customer Deliverables
Discover Key activities include: Key activities include:

Project kick- off Define/ assemble project team
Develop implementation plan/ key Project planning
milestones Define measures of project success
Complete pre -implementation documents
Review, document, and approve business Key deliverables include:
requirements: Process questionnaires
o Scenarios
PAGE 2 OF 6
o Reporting
o Integrations
o Data workshop/ Data import
Key deliverables include:

Define, configure, document and approve Customer completes recommended future state Product training
Conduct status meetings Attend all system configuration Update project plan sessions
Install solutions( s) Complete all action items after each Targeted training on data maintenance, system configuration session transactions etc. Required configuration and testing
Solution familiarization exercises Internal process review Drafting solution validation plan Attend all design sessions Creation of scenario -based training plan Complete solution familiarization Conduct status meetings exercises
Attend all status meetings
Key deliverables include: Begin work on change management Data import ( 3 imports into test activities
environment)
Solution configuration Key deliverables include:
o Users Approved business requirements
o Customers Provide data for import
o Equipment o Accepted file formats
o Routes include . csv or . xml
o Codes o Updated data sets as
o Other applicable data required
Session agendas Approved future state
Targeted training configurations
Final solution configuration Enumeration of test plans
Design gate check Solution familiarization activities
Project plan revisions Data maintenance
Transaction practice
Solution validation
Usage documentation and/ or
standard operating procedures
SOPS)
Approval/ sign- off
Deploy Key activities include: Key activities include:

Scenario -based super user training Solution validation activities Solution validation ( user acceptance End -user training plans testing, UAT) Approval/ sign- off
Creation of end -user training plan Solution acceptance Solution acceptance milestone
Conduct status meetings Key deliverables include:

Update project plan 0 End -user training and practice
End -user training and practice • Issue triage and management Go -live cutover
Issue management and stabilization
Transition to support
Project closeout
Key deliverables include:

Scenario -based training
Readiness gate check
Project plan revisions
Go -live cutover and stabilization assistance
Issue management and resolution
Transition to support
Project closeout
RCC<> Tyler New World Integration
The City of Manteca, CA is implementing Routeware' s RCC product. The system will integrate with the City' s Tyler New World ERP system, which serves as the RMS, route management system, acting as the system of record for active commercial and residential addresses. The integration will keep RCC synced with the active accounts in Tyler New World.

1. Import from Tyler New World ERP.
a. Routeware will create a test instance that will be removed after the integration is online in Production b. Routeware will establish a SFTP host and provide the customer with credentials to mount to this host. c. The customer generates a daily flat file ( xml or csv) and automation to save the file( s) to the Import directory on the SFTP
d. The file fields contain route details determined by the Integration use cases. This typically includes parameters such as LocationlD, Address fields, container information, pickup frequency, etc.

4. Routeware to provide guidance fortesting and validating the interface You agree and acknowledge that our ability to successfully complete the Professional Services is dependent on accurate and complete scoping of the effort required (" Scoping Activities"), and on your identification of non- standard systems, newly - released or older versions of software used by you that may impact our provision of the Professional Services (" Scoping Information"). You represent that you have provided to us all relevant Scoping Information known to you.

You ( and to the extent you utilize third parties who will be involved in the Professional Services provided by us hereunder Third Party Consultants"), your Third Party Consultants) will (a) provide us with reasonably requested and timely information, access, resources and approvals to assist us with its provision of Professional Services, and ( b) will use diligent efforts to work with us to ensure timely completion of Professional Services ( collectively, " Required Assistance"). You acknowledge that the required Assistancewill require collaboration between us and you and/or your Third Party Consultants, and will require your active and sustained participation inorder tobe completed ina timely, effective and complete manner. Assumptions The
Customer will provide adequate resources and key decision makers required to meet tasks associated with implementation milestones.

The Routeware Inc. project manager will be the primary contact throughout the project, will coordinate the efforts of implementation consultants and subject matter experts ( SMEs) throughout the project, and will establish a cadence of status meetings with the Customer.

The data import process will validate the integrity of the data, and exceptions provided back to the Customer for resolution prior to final import.

This SOW is based on current assumptions and information currently known as of the SOW Effective Date.

Inclement weather and other events beyond our reasonable control (e. g., that creates dangerous or unsafe working conditions for our personnel) may impact our ability to provide Professional Services, and/ or may impact our ability to meet the target dates set forth in this SOW.

Key Factors for a Technical Integration
o Endpoints will be available prior to our work beginning along with all required documentation. o Direct SME- to- SME communication channels are required. o Any custom integration may require technical expertise from someone outside the Customerwhich would be provided at Customer expense
o Any delays or blockers will put the project at risk
o Time -to -address any technical issues during the project will be a driver of the schedule o Regular schedule of tech team sessions to review progress, but " real time" ability to communicate Out of Scope
Custom Reports — Reporting is robust across all Routeware Inc. solutions. If you require unique custom reports, those will be scoped separately with an estimate for your consideration.

Routeware direct updates to Tyler New World ERP
Integration with the customer' s GIS or any other system SOW Change Order
Changes to a SOW will require a written change order signed by the parties prior to implementation of the changes. Such changes may include, for example, changes to the scope of work and any corresponding changes to the estimated fees and schedule for the performance of the applicable Services. Upon Routeware Inc.' s receipt of a change order request from the Customer, Routeware Inc. will promptly notify the Customer if Routeware Inc. believes that the change order request requires an adjustment to the fees or to the schedule for the performance of the applicable Services. In such an event, the parties will negotiate in good faith a reasonable and equitable ROUTEWARE INC. CONFIDEN'r1A: PAGE J OF 6
adjustment to the fees and/ or schedule, as applicable. During such negotiations, Routeware Inc. may continue to perform Services pursuant to the existing SOW and will have no obligation to perform Services pursuant to the change order request unless and until the parties have executed an applicable change order. Any time and materials that are required to evaluate a change order request are billable at Routeware Inc.' s then -current standard rates.

Pricing
An estimate for the Routeware Inc. Professional Services stated herein is set forth in the Order Form( s) # Q- 10353 is based on time and materials required as related to the Product or Service, Routeware Inc.' s current understanding of the Customer' s business requirements, and the expected future state of the project or a fixed fee. Any new SOW or changes or requests for additional Services hereunder shall incur additional charges billed at Routeware Inc.' s then - current rates.

Fixed Fee
Program Tracker 1 $ 5, 000 $ 5, 000
Implementation
Recollect Implementation 1 $ 5, 000 $ 5, 000
Large)
Game Custom Art — Small 1 $ 500. 00 $ 500. 00
TOTAL $ 10, 500. 00
Fees shall be payable in accordance with the terms of the governing Agreement. Fees do not include charges for any taxes imposed by any government authority on the provision of Professional Services to you, and you shall pay any such taxes upon our invoice, including without limitation any sales or use tax a governmental authority may impose on the provision of Professional Services to you ( but excluding any taxes based upon our net income).

In addition to paying the fees described above, you will reimburse us for reasonable travel, lodging and other expenses incurred in connection with Professional Services under this SOW, provided that such expenses shall not be reimbursable unless we have provided you with receipts or other documentation reasonably substantiating such expenses or costs as part of the reimbursement request. Final acceptance of this SOW will follow the formal quote which includes this document.

ROUTEWARE INC. CONFIDENTIAL PAGE 6 OF 6
Contract for Services

EXHIBIT B
Payment Schedule
Payment Tenses -
Hardware is invoiced severe ( 7) days after execulio a of the Order.

Software Fees are irrviced thirty ( 30) days after ffxe Contract Start DaLe Order ( the ° Etfectiv* Service Date).

Recurring Subscriptions shall be invoiced quarterly in advance, cornmencing on tare Effective Service Date and on each successive armwersary thereof.

For of other services, Company will subatt invoices for services to the Customer by the I M of the month foltawing the rrmth in which Company provided services and Company' s invoice wil have a date, an invoice number, a purchase order number and a description of the goods or services_

Page 28 of 28 ends

ROUTTOP- 01 MKIMN
4` OR CERTIFICATE OF LIABILITY INSURANCE

DATETE( MWNY
11/ 1212024
D
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).

PRODUCER
Hub International Northwest LLC
2 Centerpointe Drive Suite 650
Lake Oswego, OR 97035

INSURED
Routeware, Inc.; Routeware TopCo, LLC
16525 SW 72nd Ave.

Portland, OR 97224
COVERAGES CERTIFICATE NUMBER:

INSURER( S) AFFORDING COVERAGE NAI
INSURER A: Transportation Insurance Company 20494
INSURERB: The Continental Insurance Company 35289
INSURERC: Allmerica Financial Benefit Insurance Company 41840 INSURER D: Hanover Insurance Company 22292
INSURER E :

INSURER F :

REVISION NUMBER:

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.

LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MWMNYYY) MWDD/ YYYY) LIMITS

A X COMMERCIAL GENERAL LIABILITY
CLAIMS - MADE X OCCUR X X 7034317032 8/ 18/ 2024 8118/ 2025 EACH OCCURRENCE 1, 000,000
7771 PREMISES ( Ea occurrence) 1, 000, 000
MED EXP ( Any one person)
5,000
AGGREGATE LIMIT APPLIES PER:

POLICY —"- LOC
OTHER:

PERSONAL BADVINJURY 1, 000, 000
GEN' L
X
GENERALAGGREGATE 2, 000, 000
PRODUCTS - COMP/ OPAGG 2,000, 000

A AUTOMOBILE LIABILITY

ANY AUTO

OWNEDSCHEDULED AUTOSONLY O
WN X AiJ'RS ONLY X AtO1TN0 ONL
X X 7034346742 8/ 18/ 2024 9/18/ 2026
Mil
Ea accident) 1, DD0,000
BODILY INJURY ( Per person)
BODILY INJURY Peraccdent
Per accident

B X UMBRELLA LIAB

EXCESS LIAB

X OCCUR
CLAIMS - MADE X X 7034317029 8/ 18/ 2024 8/ 1812025
EACH OCCURRENCE 5,000,000
AGGREGATE 5, 000, 000
DED I X I RETENTION $ 1 OPDO

C WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY

ANY PROPRIETOR/ PARTNER/XE
UYh1UtWMtMtltK
tXI:LUUtU' 1 Mandatory
In NH) It
yes, OFdescnbe under DESCRIPTION
OPERATIONS below N
1 A X
22H464456 1/ 16/ 2024 1/ 1612025 X
STATUTE ER E.

L. EACH ACCIDENT 1,
000, 000 E.

L. DISEASE - EA EMPLOYEE 1, 000, 000 1,
000, 000 E. L. DISEASE - POLICY LIMIT p
p
Cyber /
Tech E&O LH2- J366440- 01 4/ 1/ 2024 LH2-
J366440- 01 4/ 1/ 2024 4/
1/ 2025Occurrence/ Aggregate 4/
1/ 2025 Retro Date: 09/ 21/ 21 5,
000, 000 DESCRIPTION
OF OPERATIONS / LOCATIONS / VEHICLES ( ACORD 101, Additional Remarks Schedule, may be attached If more space is required) The City of Manteca, its officers, officials, employees, and agents are included as Additional Insured per the terms and conditions ofthe attached policy forms.

Coverage ofthe insured is Primary and Non -Contributory when required by written contract. A Waiver of Subrogation is provided infavor of the certificate holder when required by written contract. CERTIFICATE
HOLDER City
of Manteca Attn:

Solid Waste Manager 1001
W. Center Street Manteca,
CA 95337 CANCELLATION
SHOULD

ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE t
1988-
2015 ACORD CORPORATION. All rights reserve( The
ACORD name and logo are registered marks of ACORD
Additional Named Insureds
Other Named Insureds
AIIyPro, LLC Limited Liability Company, Additional Named Insured Andrews Software, Inc. Corporation, Additional Named Insured Banneker ( Routeware) Investors Limited Liability Company, Additional Named Insured Citizen Communications, LLC Limited Liability Company , Additional Named Insured Compliance Publishing Corporation Corporation, Additional Named Insured Core Computing Solutions, Inc. Corporation, Additional Named Insured Ea sy Ro ute , Inc . Corporation, Additional Named Insured ReCollect Systems, Inc. Corporation, Additional Named Insured Recyclist Doing Business As
Routeware Canada, Inc. Corporation, Additional Named Insured Routeware Global, Inc. C Corporation, Additional Named Insured Routeware HoldCo, LLC Limited Liability Company, Additional Named Insured Routeware Holdings, Inc. Corporation, Additional Named Insured Routeware, Inc. Corporation, Doing Business As
Routeware Limited Additional Named Insured
Wastech Corporation Corporation Additional Named Insured OFAPPINF ( 02/ 2007) COPYRIGHT 2007, AIMS SERVICES INC

CNA CNA PARAMOUNT
Technology General Liability Extension Endorsement
It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply.

TABLE OF CONTENTS

1. Additional Insureds

2. Additional Insured - Primary And Non -Contributory To Additional Insured' s Insurance

3. Bodily Injury - Expanded Definition

4. Broad Knowledge of Occurrence/ Notice of Occurrence

5. Broad Named Insured

6. Estates, Legal Representatives and Spouses

7. Expected Or Intended Injury - Exception for Reasonable Force

8. In Rem Actions

9. Incidental Health Care Malpractice Coverage

10. Joint Ventures/ Partnership/ Limited Liability Companies

11. Legal Liability - Damage To Premises

12. Medical Payments

13. Non - owned Aircraft Coverage

14. Non - owned Watercraft

15. Personal And Advertising Injury- Discrimination or Humiliation

16. Personal And Advertising Injury- Limited Contractual Liability

17. Property Damage - Elevators

18. Supplementary Payments

19. Property Damage - Patterns, Molds and Dies

20. Unintentional Failure To Disclose Hazards

21. Waiver of Subrogation - Blanket
CNA74872XX ( 1- 15)

Page 1 of 14 ends

TRANSPORTATION INSURANCE COMPANS
Insured Name: ROUTEWARE TOPCO, LLC
Copyright CNA All Rights Reserved.

Policy No: 7034317032
Endorsement No: 9
Effective Date: 08/ 18/ 2024
Includes copyrighted material of Insurance Services Office, Inc., with its permission,

CNA CNA PARAMOUNT
Technology General Liability Extension Endorsement

1. ADDITIONAL INSUREDS
a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement:
1) is currently in effect or becomes effective during the term of this Coverage Part; and 2) was executed prior to:
a) the bodily injury or property damage; or
b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage.
b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with:
1) a higher limit of insurance than required by such contract or agreement; or 2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through K. below.

Any coverage granted by this endorsement shall apply only to the extent permissible by law.

A. Controlling Interest
Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization' s liability for bodily injury, property damage or personal and advertising injury arising out of:

1. such person or organization' s financial control of a Named Insured; or

2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises;
provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured.

B. Co- owner of Insured Premises
A co-owner of a premises co -owned by a Named Insured and covered under this insurance but only with respect to such co -owner' s liability for bodily injury, property damage or personal and advertising injury as co- owner of such premises.

C. Grantor of Franchise
Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organization' s liability for bodily injury, property damage or personal and advertising injury as granter of a franchise to the Named Insured.

D. Lessor of Equipment
Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured' s maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease.

CNA74872XX ( 1- 15)

Page 2 of 14 ends

TRANSPORTATION INSURANCE COMPANY
Policy No: 7034317032
Endorsement No: 9
Effective Date: 08/ 18/ 2024
Insured Name: ROUTEWARE TOPCO, LLC
Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.

CNA CNA PARAMOUNT
Technology General Liability Extension Endorsement
E. Lessor of Land
Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured.

F. Lessor of Premises
An owner or lessor of premises leased to the Named Insured, or such owner or lessor' s real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured.

G. Mortgagee, Assignee or Receiver
A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver' s liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured' s ownership, maintenance, or use of a premises by a Named Insured.

The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured.

H. State or Governmental Agency or Subdivision or Political Subdivisions - Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision' s liability for bodily injury, property damage or personal and advertising injury arising out of:

1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies:
a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators; or c. the ownership, maintenance or use of any elevators covered by this insurance; or

2. the permitted or authorized operations performed by a Named Insured or on a Named Insured' s behalf.

The coverage granted by this paragraph does not apply to:
a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products -completed operations hazard.

With respect to this provision' s requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. ii CNA74872XX ( 1- 15)

Page 3 of 14 ends

CNA CNA PARAMOUNT
Technology General Liability Extension Endorsement
I. Trade Show Event Lessor
With respect to a Named Insured' s participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization' s liability for bodily injury, property damage or personal and advertising injury caused by:
a. the Named Insured' s acts or omissions; or
b. the acts or omissions of those acting on the Named Insured' s behalf, in the performance of the Named Insured' s ongoing operations at the trade show event premises during the trade show event.

2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products -completed operations hazard.

J. Vendor
Any person or organization but only with respect to such person or organization' s liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization' s business, provided that:

1. The coverage granted by this paragraph does not apply to:
a. bodily injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement;
b. any express warranty unauthorized by the Named Insured; c. any physical or chemical change in any product made intentionally by such person or organization; d. repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container;
e. any failure to make any inspections, adjustments, tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products;
f. demonstration, installation, servicing or repair operations, except such operations performed at such person or organization' s premises in connection with the sale of a product; g. products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or h. bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to:
1) the exceptions contained in Subparagraphs d. or f. above; or 2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products.

2. This Paragraph J. does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products.

CNA74872XX ( 1- 15)

Page 4 of 14 ends

TRANSPORTATION INSURANCE COMPANY
Insured Name: ROUTEWARE TOPCO, LLC
Policy No: 7034317032
Endorsement No: 9
Effective Date: 08/ 18/ 2024
Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission,

CNA CNA PARAMOUNT
Technology General Liability Extension Endorsement

3. This Paragraph J. also does not apply:
a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c. if bodily injury or property damage included within the products -completed operations hazard is excluded by endorsement to this Coverage Part.

K. Other Person Or Organization ! Your Work
Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured' s acts or omissions.

The coverage granted by this paragraph does not apply to any person or organization:

1. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part; nor

2. for bodily injury or property damage included within the products -completed operations hazard except to the extent all of the following apply:
a. this Coverage Part provides such coverage;
b. the written contractor agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage; and c. the bodily injury or property damage results from your work that is the subject of the written contract or agreement, and such work has not been excluded by endorsement to this Coverage Part.

2. ADDITIONAL INSURED - PRIMARY AND NON- CONTRIBUTORY TO ADDITIONAL INSURED' s INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph:

If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and noncontributory relative to an additional insured' s own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured' s own insurance means insurance on which the additional insured is a named insured.

B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph 1. K. of this endorsement, the following sentence is added to the paragraph above:

Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization.

3. BODILY INJURY - EXPANDED DEFINITION
Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following:

Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease.

4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE
Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit Condition is amended to add the following provisions:

A. BROAD KNOWLEDGE OF OCCURRENCE
CNA74872XX ( 1- 15)

Page 5 of 14 ends

CNA CNA PARAMOUNT
Technology General Liability Extension Endorsement
The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice.

B. NOTICE OF OCCURRENCE
The Named Insured' s rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured' s reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim.

5. BROAD NAMED INSURED
WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following:

3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control:
a. on the effective date of this Coverage Part; or
b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance.

But this BROAD NAMED INSURED provision does not apply to:
a) any partnership or joint venture; or
b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part.

For the purpose of this provision, and of this endorsement' s JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES provision, management control means:

A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation, or the members of the management board of a limited liability company; or
B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust.

4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to:
a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor
b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases.

5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing -business - as names ( dba) as any Named Insured should choose to employ.

CNA74872XX ( 1- 15)

Page 6 of 14 ends

IMM1111

CNA CNA PARAMOUNT
Technology General Liability Extension Endorsement

6. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES
The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person' s capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured' s business.

7. EXPECTED OR INTENDED INJURY- EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A - Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following:

This insurance does not apply to:

Expected or Intended Injury
Bodily injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property.

8. IN REM ACTIONS
A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured.

9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE
Solely with respect to bodily injury that arises out of a health care incident:

A. Under COVERAGES, Coverage A - Bodily Injury And Property Damage Liability, the Insuring Agreement is amended to replace Paragraphs 1. b.( 1) and 1. b.( 2) with the following:
b. This insurance applies to bodily injury provided that the professional health care services are incidental to the Named Insured' s primary business purpose, and only if:
1) such bodily injury is caused by an occurrence that takes place in the coverage territory. 2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and
B. Under COVERAGES, Coverage A - Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to:

I. add the following to the Employers Liability exclusion:

This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured ( or which would have been available but for exhaustion of its limits).
ii. delete the exclusion entitled Contractual Liability and replace it with the following:

This insurance does not apply to:
rrrrrr+ CNA74872XX ( 1- 15)

Page 7 of 14 ends

CNA CNA PARAMOUNT
Technology General Liability Extension Endorsement
Contractual Liability
the Insured' s actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees.
iii. add the following additional exclusions.

This insurance does not apply to:

Discrimination
any actual or alleged discrimination, humiliation or harassment, that includes but shall not be limited to claims based on an individual' s race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation.

Dishonesty or Crime
Any actual or alleged dishonest, criminal or malicious act, error or omission.

Medicare/ Medicaid Fraud
any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program.

Services Excluded by Endorsement
Any health care incident for which coverage is excluded by endorsement.

C. DEFINITIONS is amended to:
i. add the following definitions:

Health care incident means an act, error or omission by the Named Insured' s employees or volunteer workers in the rendering of:
a. professional healthcare services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received.

Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required:
a. Physician;
b. Nurse;
c . Nurse practitioner;
d. Emergency medical technician;
e . Paramedic;
f. Dentist;
g. Physical therapist;
h. Psychologist;
i. Speech therapist;
j. Other allied health professional; or
Professional health care services does not include any services rendered in connection with human clinical trials or product testing.

CNA74872XX ( 1- 15) Policy No: 7034317032

Page 8 of 14 ends

TRANSPORTATION INSURANCE COMPANY Effective Date: 08/ 18/ 2024 Insured Name: ROUTEWARE TOPCO, LLC
Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.

CNA CNA PARAMOUNT
Technology General Liability Extension Endorsement
ii. delete the definition of occurrence and replace it with the following:

Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence;
iii. amend the definition of Insured to:
a. add the following:
the Named Insured' s employees are Insureds with respect to:
1) bodily injury to a co -employee while in the course of the co -employee' s employment by the Named Insured or while performing duties related to the conduct of the Named Insured' s business; and
2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured' s business;
when such bodily injury arises out of a health care incident. the Named Insured' s volunteer workers are Insureds with respect to:
1) bodily injury to a co -volunteer worker while performing duties related to the conduct of the Named Insured' s business; and
2) bodily injury to an employee while in the course of the employee' s employment by the Named Insured or while performing duties related to the conduct of the Named Insured' s business; when such bodily injury arises out of a health care incident. b. delete Subparagraphs ( a), ( b), ( c) and ( d) of Paragraph 2. a.( 1) of WHO IS AN INSURED. c. add the following:

Insured does not include any physician while acting in his or her capacity as such.

D. The Other Insurance condition is amended to delete Paragraph b.( 1) in its entirety and replace it with the following:

Other Insurance
b. Excess Insurance
1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage.

10. JOINT VENTURES/ PARTNERSHIP/ LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following:
iiiiiiii
No person or organization is an Insured with respect to:
the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations; nor
the conduct of a current or past limited liability company in which a Named Insured' s interest does/ did not MUM rise to the level of management control;
except that if the Named Insured was a joint venturer, partner, or member of such a limited liability company, and such joint venture, partnership or limited liability company terminated prior to or during the policy period, then such CNA74872XX ( 1- 15) Policy No: 7034317032

Page 9 of 14 ends

TRANSPORTATION INSURANCE COMPANY Effective Date: 08/ 18/ 2024 Insured Name: ROUTEWARE TOPCO, LLC
copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services office, Inc., with its permission,

CNA CNA PARAMOUNT
Technology General Liability Extension Endorsement
Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that:
a. any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense, first occurred after such termination date; b. the bodily injury or property damage first occurred after such termination date; and c. there is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company.

11. LEGAL LIABILITY - DAMAGE TO PREMISES
A. Under COVERAGES, Coverage A - Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the first paragraph immediately following subparagraph ( 6) of the Damage to Property exclusion and replace it with the following:

Paragraphs ( 1), ( 3) and ( 4) of this exclusion do not apply to property damage ( other than damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE.

B. Under COVERAGES, Coverage A - Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following:

Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days.

A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section.

C. LIMITS OF INSURANCE is amended to delete Paragraph 6. ( the Damage To Premises Rented To You Limit) and replace it with the following:

6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage to:
a. any one premises while rented to a Named Insured or temporarily occupied by a Named Insured with the permission of the owner; and
b. contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewer consecutive days.

The Damage To Premises Rented To You Limit is $ 500, 000. unless a higher Damage to Premises Rented to You Limit is shown in the Declarations.

D. The Other Insurance Condition is amended to delete Paragraph b.( 1)( a)( ii), and replace it with the following:
ii) That is property insurance for premises rented to a Named Insured, for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insured' s care, custody or control;
E. This Provision 11. does not apply if liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part.

CNA74872XX ( 1- 15)

Page 10 of 14 ends

CNA CNA PARAMOUNT
Technology General Liability Extension Endorsement

12. MEDICAL PAYMENTS
A. LIMITS OF INSURANCE is amended to delete Paragraph 7. ( the Medical Expense Limit) and replace it with the following:

7. Subject to Paragraph 5. above ( the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C - Medical Payments for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of:
1) $ 15, 000 unless a different amount is shown here: ; or 2) the amount shown in the Declarations for Medical Expense Limit.

B. Under COVERAGES, the Insuring Agreement of Coverage C - Medical Payments is amended to replace Paragraph 1. a.( 3)( b) with the following:
b) The expenses are incurred and reported to the Insurer within three years of the date of the accident; and

13. NON - OWNED AIRCRAFT
Under COVERAGES, Coverage A - Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows:

The exclusion entitled Aircraft, Auto or Watercraft is amended to add the following:

This exclusion does not apply to an aircraft not owned by any Named Insured, provided that:

1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot;

2. the aircraft is rented with a trained, paid crew to the Named Insured; and

3. the aircraft is not being used to carry persons or property for a charge.

14. NON - OWNED WATERCRAFT
Under COVERAGES, Coverage A - Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph ( 2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following.

This exclusion does not apply to:
2) a watercraft that is not owned by any Named Insured, provided the watercraft is:
a) less than 75 feet long; and
b) not being used to carry persons or property for a charge.

15. PERSONAL AND ADVERTISING INJURY - DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS, the definition of personal and advertising injury is amended to add the following tort:

Discrimination or humiliation that results in injury to the feelings or reputation of a natural person.

B. Under COVERAGES, Coverage B - Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to:

1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following:
r' r' rrri This insurance does not apply to:
ilrr CNA74872XX ( 1- 15) Policy No: 7034317032

Page 11 of 14 ends

CNA CNA PARAMOUNT
Technology General Liability Extension Endorsement
Knowing Violation of Rights of Another
Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of:
a) the Named Insured; or
b) any executive officer, director, stockholder, partner, member or manager ( if the Named Insured is a limited liability company) of the Named Insured.

2. add the following exclusions:

This insurance does not apply to:

Employment Related Discrimination
Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured.

Premises Related Discrimination
discrimination or humiliation arising out of the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any Insured.

Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination.

The coverage provided by this PERSONAL AND ADVERTISING INJURY -DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from Provision 1. ADDITIONAL INSURED of this endorsement; or attachment of an additional insured endorsement to this Coverage Part.

16. PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B - Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability and replace it with the following:

This insurance does not apply to:

Contractual Liability
Personal and advertising injury for which the Insured has assumed liability in a contract or agreement.

This exclusion does not apply to liability for damages:
1) that the Insured would have in the absence of the contract or agreement; or 2) assumed in a contract or agreement that is an insured contract provided the offense that caused such personal or advertising injury first occurred subsequent to the execution of such insured contract. Solely for the purpose of liability assumed in an insured contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising injury provided:
a) liability to such party for, or for the cost of, that party's defense has also been assumed in such insured contract; and
b) such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged.

CNA74872XX ( 1- 15)

Page 12 of 14 ends

CNA CNA PARAMOUNT
Technology General Liability Extension Endorsement
B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definition of insured contract in its entirety, and replace it with the following:

Insured contract means that part of a written contract or written agreement pertaining to the Named Insured' s business under which the Named Insured assumes the tort liability of another party to pay for personal or advertising injury arising out of the offense of false arrest, detention or imprisonment. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement.

C. Solely for the purpose of the coverage provided by this paragraph, the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS - COVERAGES A AND B:

1. Paragraph 2. d. is replaced by the following:
d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee;

2. The first unnumbered paragraph beneath Paragraph 2. f.(2)( b) is deleted and replaced by the following So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred by the indemnitee at the Insurer' s request will be paid as defense costs. Notwithstanding the provisions of Paragraph e.( 2) of the Contractual Liability exclusion ( as amended by this Endorsement), such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance.

D. This PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B - Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part.

17. PROPERTY DAMAGE - ELEVATORS
A. Under COVERAGES, Coverage A - Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs ( 3), ( 4) and ( 6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators.

B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE - ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph:

This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators.

18. SUPPLEMENTARY PAYMENTS
The section entitled SUPPLEMENTARY PAYMENTS- COVERAGES A AND Bis amended as follows:

A. Paragraph 1. b. is amended to delete the $ 250 limit shown for the cost of bail bonds and replace it with a $ 5, 000. limit; and
B. Paragraph l.d. is amended to delete the limit of $ 250 shown for daily loss of earnings and replace it with a 1, 000. limit.

IIII11111111111

19. PROPERTY DAMAGE - PATTERNS MOLDS AND DIES
Under COVERAGES, Coverage A - Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraphs ( 3) and ( 4) of the Exclusion entitled Damage to Property, but only with respect to patterns, molds or dies that are in the care, custody or control of the Insured, and only if such patterns, molds or dies are not being used to perform operations at the time of loss. A limit of insurance of $25, 000 per policy period applies to this PROPERTY DAMAGE- PATTERNS MOLDS AND DIES coverage, and this limit:
11111nr CNA74872XX ( 1- 15) Policy No: 7034317032

Page 13 of 14 ends

CIVA CNA PARAMOUNT
Technology General Liability Extension Endorsement
A. is included within the General Aggregate Limit as described in LIMITS OF INSURANCE; and B. applies excess over any valid and collectible property insurance available to the Insured, including any deductible applicable to such insurance; the Other Insurance condition is changed accordingly.

20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS
If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured' s Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure.

21. WAIVER OF SUBROGATION- BLANKET
Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following. -
The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of:

1. the Named Insured' s ongoing operations; or

2. your work included in the products -completed operations hazard.

However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement:

1. is in effector becomes effective during the term of this Coverage Part; and

2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim.

All other terms and conditions of the Policy remain unchanged.

This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy.

CNA74872M ( 1- 15)

Page 14 of 14 ends

CNA Business Auto Policy
Policy Endorsement

EXTENDED COVERAGE - BA PLUS - FOR HIRED AND NON -OWNED AL It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows.

If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply.

TABLE OF CONTENTS
I. AMENDMENTS TO LIABILITY COVERAGE
A. Who Is An Insured

1. Majority Owned Corporations

2. Newly Acquired Organizations

3. Additional Insureds Required By Written Contracts

4. Employee - Hired Autos
B. Increased Loss of Earnings Allowance
C. Fellow Employee Coverage
Il. AMENDMENTS TO PHYSICAL DAMAGE COVERAGE
A. Increased Loss of Use Expense
B. Broadened Electronic Equipment Coverage
III. AMENDMENTS TO BUSINESS AUTO CONDITIONS
A. Knowledge of Accident or Loss
B. Knowledge of Documents
C. Waiver of Subrogation
D. Unintentional Failure To Disclose Hazards
E. Primary and Non -Contributory When Required By Contract IV. AMENDMENTS TO DEFINITIONS
A. Broadened Bodily Injury
I. AMENDMENTS TO LIABILITY COVERAGE
A. Amendments to Who Is An Insured
Under SECTION II - COVERED AUTOS LIABILITY COVERAGE, the paragraph entitled Who Is An Insured is amended to add the following:

1. Majority Owned Corporations
Any incorporated entity in which you own a majority of the voting stock on the inception date of this Coverage Form is an insured, but only if such entity is not an insured under any other liability policy" that provides auto coverage.

2. Newly Acquired Organizations
Form No: CNA8370OXX ( 10- 2015) Policy No: BUA 7034346742 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 08/ 18/ 2024 Endorsement No: 5; Page: 1 of 4 Policy Page: 43 of 54
Underwriting Company: Transportation Insurance Company, 151 N Franklin St, Chicago, IL 60606 I.
o Copyright CNA All Rights Reserved.

CNA Business Auto Policy
Policy Endorsement
Any organization you newly acquire or form during the policy period, other than a limited liability company, partnership or joint venture, and in which you maintain majority ownership interest is an insured, but only if such organization is not an insured under any other liability " policy" that provides auto coverage. The insurance afforded by this provision:
a. Is effective on the date of acquisition or formation of the organization, and applies until:
1) The end of the policy period of this Coverage Form; or 0 The next anniversary of this Coverage Form' s inception date, whichever is earlier; and
b. Does not apply to bodily injury or property damage caused by an accident that occurred before you acquired or formed the organization.

3. Additional Insureds Required By Written Contract
Any person or organization that you are required by written contract to make an additional insured under this insurance is an insured, but only with respect to that person or organization' s legal liability for acts or omissions of a person who qualifies as an insured for Liability Coverage under SECTION II - WHO IS AN INSURED of this Coverage Form.

4. Employee - Hired Autos
Any employee of yours is an insured while operating with your permission an auto hired or rented under a contract in that employee' s name, while performing duties related to the conduct of your business.

With respect to provisions A. 1. and A. 2. above, "policy" includes those policies that were in force on the inception date of this Coverage Form, but:
i. Which are no longer in force; or
ii. Whose limits have been exhausted.

B. Increased Loss of Earnings Allowance
Under SECTION II - COVERED AUTOS LIABILITY COVERAGE, the paragraph entitled Coverage Extensions is amended under Supplementary Payment subparagraph ( 4) to delete the $ 250. a day limit for loss of earnings and replace it with a $ 500. a day limit.

C. Fellow Employee Coverage
Under SECTION II - COVERED AUTOS LIABILITY COVERAGE, the paragraph entitled Exclusions is amended to delete the exclusion entitled Fellow Employee.

II. AMENDMENTS TO PHYSICAL DAMAGE COVERAGE
A. Increased Loss of Use Expense
Under SECTION III - PHYSICAL DAMAGE COVERAGE, the paragraph entitled Coverage Extensions is amended under Loss of Use Expenses to delete the maximum of $ 600., and replace it with a maximum of $ 800.

B. Broadened Electronic Equipment Coverage
Under SECTION III - PHYSICAL DAMAGE COVERAGE, the paragraph entitled Exclusions is amended to delete paragraphs 5. a through 5. d. in their entirety, and replace them with the following:

S. Exclusions 4. c. and 4. d. above do not apply to loss to any electronic equipment that at the time of loss is:

Form No: CNA8370OXX ( 10- 2015) Policy No: BUA 7034346742 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 08/ 18/ 2024 Endorsement No: 5, Page: 2 of 4 Policy Page: 44 of 54
Underwriting Company: Transportation Insurance Company, 151 N Franklin St, Chicago, IL 60606 o Copyright CNA All Rights Reserved.

Business Auto Policy
Policy Endorsement
a. Permanently installed in or upon a covered auto, nor to such equipment' s antennas or other accessories used with such equipment. A $ 100 deductible applies to this provision, and supersedes any otherwise applicable deductible; or
b. Designed to be operated solely by use of the power from the auto' s electrical system and is:
1) Removable from a housing unit which is permanently installed in or upon the covered auto; p An integral part of the same unit housing any electronic equipment described in paragraphs a. or b.( 1) above; or
P Necessary for the normal operation of the covered auto or the monitoring of the covered auto' s operating system.
111. AMENDMENTS TO BUSINESS AUTO CONDITIONS
A. Knowledge of Accident or Loss
Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Duties In the Event of Accident, Claims, Suit, or Loss is amended to add the following subparagraph a.( 4):
4j If your employees know of an accident or loss, this will not mean that you have such knowledge until such accident or loss is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to be your insurance manager.

B. Knowledge of Documents
Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Duties In the Event of Accident, Claims, Suit, or Loss is amended to add the following subparagraph b.( 6):
6) If your employees know of documents concerning a claim or suit, this will not mean that you have such knowledge until such documents are known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to be your insurance manager.

C. Waiver of Subrogation
Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following:

We waive any right of recovery we may have, because of payments we make for injury or damage, against any person or organization for whom or which you are required by written contract or agreement to obtain this waiver from us.

This injury or damage must arise out of your activities under a contract with that person or organization.

You must agree to that requirement prior to an accident or loss.

D. Unintentional Failure To Disclose Hazards
Under BUSINESS AUTO CONDITIONS, the General Condition entitled Concealment, Misrepresentation or Fraud is amended to add the following:

Your failure to disclose all hazards existing on the inception date of this Coverage Form shall not prejudice you with respect to the coverage provided by this insurance, provided such failure or omission is not intentional.

E. Primary and Non -Contributory When Required By Contract Under BUSINESS AUTO CONDITIONS, the General Condition entitled Other Insurance is amended to add the following:

F
m No: CNA83700XX ( 10- 2015) Policy No: BUA 7034346742
orsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 08/ 18/ 2024 Endorsement No: 5; Page: 3 of 4 Policy Page: 44 of 54
Underwriting Company: Transportation Insurance Company, 151 N Franklin St, Chicago, IL 60606 Copyright CNA All Rights Reserved.

Business Auto Policy
Policy Endorsement
Notwithstanding provisions 5. a. through 5. d. above, the coverage provided by this Coverage Form shall be on a primary and non- contributory basis when required to be so by a written contract entered into prior to accident or loss.

IV. AMENDMENTS TO DEFINITIONS
A. Broadened Bodily Injury
Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following:

Bodily injury means physical injury, sickness or disease sustained by a person, including death, mental anguish or mental injury sustained by that person which results as a consequence of the physical injury, sickness or disease.

All other terms and conditions of the policy remain unchanged This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date ( the Endorsement Effective Date) is shown below, and expires concurrently with said policy.

Form No: CNA8370OXX ( 10- 2015) Policy No: BUA 7034346742 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 08/ 18/ 2024 Endorsement No: 5; Page: 4 of 4 Policy Page: 44 of 54
Underwriting Company: Transportation Insurance Company, 151 N Franklin St, Chicago, IL 60606 o Copyright CNA All Rights Reserved.

IHanoyer
Jnsurance roue.

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 Effective Policy No. Endorsement No.

Insured Premium
Insurance Company Countersigned by
WC 00 0313
Ed. 4- 84) Copyright 1983 National Council on Compensation Insurance.

Hanover
Insurance GroupW22H464456 0901695

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT- CALIFORNIA 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.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.

The additional premium for this endorsement shall be 2
due on such remuneration.

Person or Organization

APPLIES AS BLANKET WAIVER

FOR THOSE HAVING A WRITTEN
CONTRACT WITH THE POLICYHOLDER REQUIRING WOS FOR
WC POLICYHOLDER EMPLOYEES.
of the California workers' compensation premium otherwise Schedule
Job Description
1 El
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 Effective Policy No. W22- H464456- 00 Endorsement No.

Insured
Insurance CompanyALLMERICA FINANCIAL BENEFIT INSURANCE
Countersigned By
WC 04 03 06 ( Ed 04- 84)

Manteca City CouncilMarch 4, 2025

Manteca City Council
March 4, 2025