Agmt25 PSD Software, LLC and GIS Workshop, LLC

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REV: 04-15-25 LF CONSENT TO ASSIGNMENT AGREEMENT BY AND BETWEEN THE CITY OF REDWOOD CITY, PSD SOFTWARE, LLC AND GIS WORKSHOP, LLC This consent to assignment agreement (“Consent Agreement”) is entered into as of ________ day of _______________, 2025, by and among the City of Redwood City, a charter city and municipal corporation of the State of California, (“City”), PSD Software, LLC dba Hiperweb, a Georgia limited liability company, (“Assignor”) and GIS Workshop, LLC dba gWorks, a Delaware limited liability company (“Assignee”) (collectively, the “Parties”). RECITALS A. City and Assignor previously executed that certain Software License, Implementation, and Maintenance Agreement, dated as of August 5, 2016 (“the Original Agreement”). B. Subsequently, City and Assignor executed Amendment No. 1 to the Original Agreement (“Amendment No. 1”), dated as of August 5, 2017; Amendment No. 2 to the Original Agreement (“Amendment No. 2”), dated as of April 1, 2020; and Amendment No. 3 to the Original Agreement (“Amendment No. 3”), dated as of August 5, 2021. The Original Agreement, Amendment No.1, Amendment No. 2, and Amendment No. 3 are collectively known as the “Software Agreement.” C. Section 7 of the Original Agreement (“Assignment and Subcontracting”) provides as follows: “PSD shall not assign, subcontract, or transfer any of its rights or obligations or portions thereof under this Agreement, and any attempt at such assignment, subcontracting, or transfer will be void without the prior written consent of the City Manager or his/her designee.” D. City has been informed that effective February 27, 2025, Assignor transferred all of its assets to Assignee as part of an asset purchase agreement (the “Purchase Agreement between Assignor and Assignee”), and as such, Assignee seeks to provide the software license and related services to City under the Software Agreement. E. Assignor and Assignee desire to obtain City’s consent to the assignment of all rights, obligations and interest in the Software Agreement from Assignor to Assignee. F. It is the desire of City to formally consent to the assignment by Assignor of all its rights, obligations and interest in the Software Agreement to Assignee. In consideration of the above referenced recitals and the following mutual covenants, commitments and obligations, the Parties agree, as follows: ATTY/AGR.2025.024/PSD Software, LLC ( Hiperweb) (Page 1 of 4) 19th September