Agmt23 William R. Gray and Company DBA Gray-Bowen-Scott

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REV: 06-13-24 MI Prime Agreement are specifically not incorporated herein: Section 11 (indemnification), Section 14 (Ownership of Records), Section 16 (Copyrights), and Section 21 (Termination). Upon termination or expiration of this Agreement, Trimble will retain Customer Data for 90 days (the “Retention Period”). During the Retention Period and if requested by Company, Trimble will provide one (1) SQL extract of all Customer Data free of charge. After the Retention Period, all Customer Data will be sanitized in accordance with NIST 800-88 standards. Annual Software Subscription: Item Name Unit of Measure Description Annual Amount e-Builder Enterprise 50 - Authorized Users Software-as-a-Service (“SaaS”) See Addendum 2 for Additional Details $91,000.00 Total Annual Software Subscription Year 1 $91,000.00 Total Annual Software Subscription Year 2 $91,000.00 Professional Services: Description Price Total One-Time Implementation Services $90,417.00 Addendums: 1. Statement of Work 2. Annual Software Subscription Details 3. Supplemental Terms for Support and Maintenance 4. Availability Service Level Agreement; Data Security and Restoration 5. Prime Agreement Flowdowns TERMS AND CONDITIONS 1. Terms and Conditions. All offerings are made available by Trimble subject to the terms and conditions set forth in Master Terms of Services Agreement between Trimble and Company, Dated XX/XX/202X. Customer is included as an indemnified party under the Intellectual Property infringement indemnity provision in the Master Terms. 2. AUTOMATIC RENEWALS. This Order will automatically renew for subsequent 12 month term(s) at then-current pricing, unless either party provides the other with notice of cancellation at least 30 days prior to the expiration of the then-current term. 3. Payment Terms. All fees are due NET 30 from the date of the Trimble invoice. ● Annual Software Subscription: Trimble will invoice the Year 1 Annual Software Subscription in the amount of $91,000.00 upon execution of this Order Form. Trimble will invoice the Year 2 Annual Software Subscription and any renewals thirty days prior to each successive anniversary date. ● One-Time Implementation Services: 25% due upon execution of this Order Form, 25% due upon sixty (60) days from the execution of this Order Form, 25% upon completion of User Acceptance Testing, and 25% due upon completion of Training. ● Travel: Travel-related expenses are not included in the above pricing for Professional Services. Trimble will provide Customer with a budget for all proposed travel related expenses in connection with the provision of Professional Services for review and approval prior to incurring such expenses. These expenses will be billed as incurred and as actuals, provided, however, that travel, food and lodging costs will be consistent with the current daily allowed per diem for federal government employees in San Mateo County. Trimble’s ability to travel is subject to any federal, state, local, customer or ATTY/AGR.2024/Amend. No. 1/Gray Bowen Scott (US 101 84 Interchange Project Delivery) (Page 5 of 23)