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CONTiiFACT
ASSIGNMENT AND ASSUMPTION AGREEMENT �I
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Assignment") is made and entered into upon the effective
date of the Contract By and Between City of Fort Worth, Texas and DataProse, Inc., by and between DataProse, Inc. a
California corporation, with a place of business at 1451 N. Rice Avenue, Suite A, Oxnard, California 93030 ("Assignor"), and
CSG Systems, Inc., a Delaware corporation, with a place of business at 9555 Maroon Circle, Englewood, Colorado 80112
("Assignee").
WHEREAS, the City of Fort Worth, Texas ("City"), and DataProse, Inc. executed the Contract By and Between City of Fort
Worth, Texas and DataProse, Inc., with an effective date of - h . I � IPpjvo (the "Contract"); and
WHEREAS, Assignor wishes to assign and transfer to Assignee the Contract; and
WHEREAS, Assignee is willing to assume all obligations, covenants and liabilities of Assignor under the Contract as of the
Effective Date of this Assignment;
NOW, THEREFORE, in consideration of the premises and of the terms and conditions set forth herein, the parties hereto,
intending to be legally bound, covenant and agree as follows:
1. EFFECTIVE DATE. The Effective Date of this Assignment shall be the effective date of the Contract (the "Effective
Date").
2. ASSIGNMENT AND ASSUMPTION. Assignor hereby assigns and transfers to Assignee all of Assignor's right, title and
interest in and to the Contract as of the Effective Date. Assignee accepts the foregoing Assignment, and assumes and agrees, (a)
to assume all duties and liabilities of Assignor under the Contract; and (b) to perform all of the obligations and covenants to be
performed by Assignor under the Contract.
3. ENFORCEMENT BY CITY. Assignor and Assignee hereby acknowledge and agree that the duties, obligations, and
agreements assumed hereby by Assignee are for the benefit of City, and City may enforce such duties, obligations, and
agreements against Assignee to the same extent as if Assignee had been awarded the Contract.
4. INCORPORATION. The recitals and exhibits set forth above or referred to herein are hereby incorporated into this
Assignment by reference.
IN WITNESS WHEREOF, the parties hereby have executed this Assignment on the day and year first above written.
DA , . ("ASSIGN ")
By: , .M
Name: P terE• rft
Title:
CSG SYSTEMS, IhC ,
i
Reviewed
CSG SYST
SIGNEE")
`.N!
By:
LEGAL. DFPA t1l
Name:
Damon o. sa
Title:
ASSIStant Secretary
OFFICIAL REI
#2702890IM2010 CITY SECRE
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF THE PARTIE HEJTP Qrj �l aGENERAL DISTRIBUTION WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANI
CONSENT TO ASSIGNMENT
AND
ASSUMPTION OF THE CONTRACT
City of Fort Worth, Texas ("City"), as a party to the Contract By and Between City of Fort Worth, Texas and DataProse, Inc.
("the Contract"), does hereby consent to the Assignment and Assumption Agreement between DataProse, Inc. ("Assignor"), and
CSG Systems, Inc. ("Assignee"), with an Effective Date that mirrors the effective date of the Contract(the "Assignment") upon
the express conditions that:
(a) Assignee shall assume all duties and liabilities of Assignor under the Contract; and
(b) Assignee shall perform all of the obligations and covenants to be performed by Assignor under the Contract, and
(c) No further assignment of the Contract shall be made without the prior written consent of City.
0, Flu oc`i
DATED this � � — day of4ftftmfy, 2010.
THE CITY OF FORT WORTH, TEXAS
/ _ y
APPROVED M.S TO
FORM AND L 4AUTY:
A! A5l P'Ri�lT Y ATTORNEY
1
by:
IP C�m;�4—
i City ty tary
NO M&C REQUIRED
OFFICIAL RECORD
#2302890 CITY SECRETARY
CONFIDENTIAL AND PROPRIETARY INFORMATION — FOR USE BY AUTHORIZED EMPLOYEES OF THE PARTIES HEIF"IAlnl ®111/7/2010 R�D 16 RO"1' F
GENERAL DISTRIBUTION WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES