Tadpole Cartesia Inc dba TC Technology 1/2/2008

SOFTWARE AGREEMENT BETWEEN CITY OF EVERETT AND TC Technology THIS AGREEMENT is by and between the CITY OF EVERETT, a municipal corporation under the laws of the State of Washington, hereinafter referred to as the "City," and TC Technology,a Delaware corporation,with principle place of business at 2231 Faraday Avenue Suite 140 Carlsbad,CA 92008 USA, hereinafter referred to as "TC Technology". 1 RECITALS WHEREAS, 1.1 The City desired to acquire a software system for an Mobile ArcGIS Engine Mobile Application. 1.2 The City issued Request for Proposal 2007-090 ("RFP"). 1.3 TC Technology is a software developer of such a system, called GO! Sync Mobile GIS ("Product"). 1.4 TC Technology responded to the RFP with a proposal. 1.5 City Council selected TC Technology's proposal as the proposal submitted that is most advantageous to the City, and authorized the Mayor to negotiate and execute a contract with TC Technology. NOW,THEREFORE, the parties herein do mutually agree as follows: 2 SERVICES AND PRODUCTS—GENERAL By entering into this Agreement,the parties intend that TC Technology furnish, install and test Software for a fully functioning, Mobile ArcGIS Engine Viewer software system running in a Windows XP environment and provide training of City staff. To accomplish this, TC Technology will furnish, install and configure the Software, provide support for the Software, and provide training. The City will provide the Windows operating system and associated hardware. This general description does not supersede the more specific descriptions contained herein, or in the documents incorporated by reference. 3 SCOPE OF WORK The scope of work, and Software to be furnished and installed, is identified in this Agreement and the Exhibits to this Agreement. The Software is more particularly described in Exhibit A. 4 PRICE AND PAYMENT 4.1 TC Technology shall be paid such amounts and in the manner as described in Exhibit B. Such payment shall be full compensation for all work performed, Software furnished and installed, and services rendered, including, but not limited to, all labor, materials, supplies, equipment and incidentals necessary to perform completely its obligations hereunder. 4.2 Total compensation, including all services and expenses, shall not exceed a maximum of One hundred and fourteen thousand five hundred 00/100 dollars ($114,500.00). 4.3 It is the intention of the parties that the price includes all expenses. Therefore, no expense shall be reimbursed unless the amount was reasonable, the expense was reasonably necessary to complete the contract, the expense was not reasonably foreseeable or included in TC Technology's price, and the expense was approved in writing by an authorized City representative prior to TC Technology incurring the expense. 4.4 If TC Technology fails within a reasonable period of time, or if TC Technology refuses, to correct defects when so requested by the City, the City may withhold from any payment otherwise due an amount that the City in good faith believes is equal to the cost to the Page 1