Appendix 1 effective March 22, 2005 (“Appendix”)

to SAP PUBLIC SERVICES, INC. (“SAP”)

SOFTWARE LICENSE AGREEMENT effective March 22, 2005 (“Agreement”) with

THE COUNTY OF MARIN, CALIFORNIA (“Licensee”)

This Appendix is hereby annexed to and made a part of the Agreement specified above as of the date specified above (the “Effective Date”). In each instance in which provisions of this Appendix contradict or are inconsistent with the provisions of the Agreement, the provisions of this Appendix shall prevail and govern. Capitalized terms used but not otherwise defined herein shall have the respective meanings given them in the Agreement.

1. NAMED USER DEFINITIONS:

1.1 "Professional User" is a Named User who performs operational related roles and Employee User roles supported by the Software. The Professional User license includes the rights of the Employee User license.

1.2 “Limited Professional User” is a Named User who is an employee of Business Partner or of Licensee or its Subsidiaries performing limited operational roles supported by the Software defined below. If Licensee requires any such Limited Professional User to Use additional SAP Software functionality, Licensee will be required to license such additional usage and pay all applicable additional license fees. All Limited Professional Users who are employees of Licensee or its Subsidiaries also have the rights of the Employee User.

Type 1 Limited Professional Users fulfill manager/approval roles across functionality with access limited to processing workflow approvals, developing budgets, requisitions, ad hoc queries and reporting.

Type 2 Limited Professional Users are employees of Licensee or its Subsidiaries who perform Employee Self Service (ESS) transaction approvals.

1.3 “Employee User” is a Named User who performs only employee self-service related roles supported by the Software. Each Employee User may access the Software solely for such individual’s own purposes.

1.4 “Developer User” is a Named User who performs Employee User roles and uses development and administration tools provided with the Software for the purpose of modifying, deploying and managing SAP or third party applications or for the purpose of creating, modifying, deploying and managing custom developed applications.

2. LICENSED SOFTWARE: The Software licensed to Licensee pursuant to this Appendix consists of the components identified below and specified as being licensed (“Software”). Only Named Users authorized and licensed hereunder are permitted to Use the Software (including Software Engine/Functionality) in accordance with their respective Named User type and in accordance with the licensed Level identified herein. In accordance with Section 3 (Verification) of the Agreement, at SAP's request, Licensee shall deliver to SAP a report, as defined by SAP, evidencing Licensee’s usage of the Software.

2.1 mySAP Business Suite:

Number of Users Licensed: “X” if

Licensed

ProfessionalLimited

Professional

Employee

Developer(1)

X mySAP Business Suite** Type 1 Limited Professional Type 2 Limited Professional * powered by SAP NetWeaver

150 450 100

1,900 3

(1) Licensee agrees to maintain at least one Developer User per installation

* powered by SAP NetWeaver is an SAP Application Specific Runtime License that is included with the mySAP Business Suite for the sole and exclusive purpose of interoperation with mySAP Business Suite Software through the limited use of some or all of the following components: Enterprise Portal (EP), Business Intelligence (BI), Knowledge Management (KM), Mobile Infrastructure (MI), Web Application Server (Web AS).

**See Schedule 2 hereto for a listing of mySAP Business Suite functionality.

For the Named Users licensed under this Appendix: In order to assist SAP in providing and planning support and Maintenance, Licensee has estimated the following number of Named Users accessing the modules below. This information will be used solely for SAP internal statistical purposes. Under no circumstances will the estimates in this form affect the Licensee’s user rights or any other rights that have been agreed in the signed Agreement and Appendix.

Estimated Number of Users

Professional Limited

Professional

Employee

mySAP Business Suite

mySAP ERP 150 550 1,900 mySAP Customer Relationship Management (mySAP CRM) 150 550 N/A mySAP Supply Chain Management (mySAP SCM) 0 0 N/A mySAP Supplier Relationship Management (mySAP SRM) 10 30 0 mySAP Product Lifecycle Management (mySAP PLM) 10 0 N/A

2.2 Cross Industry Software Engines/Functionality: Certain Software Engines/Functionality below utilize limited

functionality of mySAP Individual Solutions and/or other SAP Software. Unless Licensee has expressly licensed (under this or a separate Appendix) the mySAP Individual Solutions and/or other SAP Software utilized by such Software Engines/Functionality, Licensee’s Use of such mySAP Individual Solutions and/or other SAP Software is limited to access by and through the Software Engines/Functionality for the sole purpose of enabling performance of the Software Engines/Functionality. No other Use rights in such mySAP Individual Solutions and/or other SAP Software is granted by or through the licensing of the Software Engines/Functionality below.

“X” if

Licensed Applicable mySAP Solution

Software Engine/Functionality

License Metric

Licensed Level

X mySAP CRM Sales/Service Order Processing Sales/Service Orders Per Year(i) 25,000 ___ Trade Promotion Management (ii) Per Annual Corporate Revenue 0 X mySAP ERP Payroll Processing(iii) Master Records 5,000

X e-Recruiting Number of Employees within Licensee (licensed in blocks of 500)

3,000

___ mySAP SCM Advanced Planning & Scheduling For Mission Critical Projects with Safeguarding(iv)

Annual Revenue Level 0

___ Transportation Optimization Freight Costs 0 ___ Event Management Engine Number of Annual Events 0 ___ Service Parts Management On Request 0 ___ Extended Warehouse Management Individual Warehouses

Delivery Line Items 0 0

___ Inventory Collaboration Hub (v) Number of Customer Locations Number of Supplier Locations

0 0

___ mySAP SRM Requisite Engine The Requisite Catalog Engine can only be Used with the mySAP SRM Software licensed hereunder

0

X Strategic Sourcing Annual Spend Volume $100M ___ Supplier Enablement Number of Trading Partners (vi) 0 ___ mySAP Financials Financial Supply Chain Mgmt. (FSCM) FSCM Units Per Year (vii) 0

___ Incentive and Commission Mgmt. Commission Contract Partners 0

X Treasury and Risk Mgmt Number of Treasury Users 25

___ In-House Cash Number of Subsidiaries 0

(i) Required only in the event Sales/Service are entered into the Software by individuals that are not employees of Licensee, its Subsidiaries or employees of Business Partners. Each individual order against a master order shall be considered a separate order. Includes both zero value and non-zero value orders.

(ii) Trade Promotions Management: The Software Engine licensed to Licensee pursuant to this Appendix includes an integration engine that provides the interfaces between the following SAP Software elements: CRM Online, CRM Market Planner, Mobile Sales Application, CRM Analysis, SEM/BPS, and BW/Standard Content “Plan” Infocube to support Trade Promotion processes and Integrated Sales planning. In addition, the integration engine can support additional software elements connection to support the TPM business process. These elements include R/3 Sales & Distribution, Rebates, COPA, APO/SCM, DM/FSCM (Dispute Management/Financial Supply Chain Management). The functions available are as described exclusively in the current applicable Trade Promotions Management Software Engine product Documentation.

(iii) Excludes U.S. Payroll Tax Processing which is licensed via Appendix 2.

(iv) Safeguarding SCM includes: SAP Safeguarding for Implementation, SAP System Administration for SCM and certain related services at SAP´s sole discretion and subject to the relevant project situation. Services

2

are delivered at defined project phases. An implemented SAP Solution Manager with activated Computing Center Management System (CCMS) is a pre-requisite for this offering. Delivery of services included within Safeguarding SCM is restricted to a delivery time of 3 (three) years after the purchase of the license and a maximum number of 3 (three) projects. Licensee acknowledges that its failure to utilize the services provided with Safeguarding SCM may prevent SAP from being able to identify and assist in the correction of potential problems, which, in turn, could result in unsatisfactory software performance.

(v) Customer Location is a location that is the final receiving point for an inventory shipment. Supplier Location is a location from which inventory is an originating point for an inventory shipment.

(vi) A “Trading Partner” is defined as a Business Partner that requires access to SE in connection with the operation of Licensee’s and/or its Affiliates’ business. Trading Partners are licensed solely to Use SE under the terms of this Appendix. In order to access mySAP solutions or Software Engines, other than SE, such Trading Partner(s) must be licensed as a Named User.

(vii) Financial Supply Chain Management (FSCM) is licensed based on FSCM Units. - 1 (one) invoice processed consumes 3 (three) FSCM unit. - 1 (one) dispute case processed consumes 20 (twenty) FSCM units - 1 (one) credit case processed consumes 10 (ten) FSCM Units.

2.3 Industry Specific Software Engines/Functionality/Users: Only licensed Named Users can access Cross Industry Software Engines or Functionality.

Public Services Industry: “X” if

Licensed

Functionality

License Metric Licensed

Level X mySAP Public Sector Grants Management Number of awarded grants 500 X EA – Public Sector All licensed Named Users are

authorized to Use this Software to the extent of their Named User type.

N/A

X Human Resources Public Sector

HR-PS All licensed Named Users are authorized to Use this Software to the extent of their Named User type.

N/A

X e-PSCD Number of Business Partners 100,000

2.4 SUPPLEMENTARY PRODUCTS:

“X” if

Licensed

Product

License Metric Licensed

Level X Environmental Health & Safety Annual Revenue Level $400M X SAP Learning Solution Number of Students 1,500 X Exchange Infrastructure Number of CPU’s (productive

environment) Number of Gigabyte’s per Month If licensing adapter(s), insert the number of each in the applicable [ ]’s [1] RFC [1] IDOC [1] File/FTP [1] JDBC [1] HTTP [1] SOAP [1] JMS

N/A

50

2.5 DATABASE: Database: MS SQL Runtime

2.6 COUNTRY/LANGUAGE VERSIONS LICENSED: Applicable additional country/language specific versions licensed by Licensee from SAP hereunder are as follows:

None

SAP licenses the Software for Use in countries for which there is currently no language or country specific functionality. If desired, certain country/language specific functionality must be licensed directly from an SAP distributor located in that country as identified in SAP’s current List of Prices and Conditions.

3

2.7 BUSINESS CONNECTOR: The mySAP Software licensed under item 2.1 above includes the right to Use the SAP Business Connector subject to the following conditions:

(a) Use of the Business Connector is only permitted for connecting to SAP Software components and is not permitted for communications between one or more systems not operating the Software. If Licensee desires to Use the Business Connector for such form of communication, Licensee must obtain a separate license from a third party.

(b) The standard version of the Business Connector may be downloaded by Licensee from SAP Service Marketplace, to which Licensee shall be given access by SAP after executing this Agreement.

(c) Secure Version: ______ (“x” if licensed)

In the event Licensee has licensed the secure version of the Business Connector, Licensee acknowledges: (1) the product contains 128 bit encryption; (2) Licensee will Use the Business Connector solely for commercial purposes; (3) Licensee will not permit Use of the Business Connector by any governmental or quasi-governmental agency foreign to the United States; (4) neither Licensee or any of Licensee’s individual end-users have been denied export privileges by the United States; (5) the Business Connector will be used exclusively by the Licensee represented by the SAP Customer ID entered on the SAP website to obtain the software; (6) Licensee acknowledges that the Business Connector is subject to United States Export Administration Regulations and agrees not to further export the Business Connector from Licensee’s location. Licensee can obtain the secure version of the Business Connector by contacting Licensee’s SAP contract administrator.

2.8 SAP APPLICATION SPECIFIC RUNTIME LICENSE: The mySAP Software licensed under item 2.1 above includes the right to Use the SAP Exchange Infrastructure (including the SAP designated adapters that connect solely SAP applications) subject to the following conditions: Use of the SAP Exchange Infrastructure is restricted to Use with SAP Software Components licensed by Licensee under the Agreement and the SAP Solution Manager solely as a runtime license. Use of the SAP Exchange Infrastructure for the SAP Solution Manager is restricted solely to the extent required under SAP’s then current Maintenance offering (provided Licensee is receiving Maintenance from SAP). In the event Licensee Uses the SAP Exchange Infrastructure to build and/or operate a custom developed or third party application, a full use license is required.

3. LICENSE FEE AND PAYMENT: The total Net License Fee (i.e., the net License Fee after all discounts have been applied) to Licensee for the Software specified above for the total number of Named Users and Software Engines is USD 932,877, which shall be invoiced upon delivery of the Software, and is payable net thirty (30) days after receipt of invoice.

4. INSTALLATION: For Software to be installed on a specific Licensee or Affiliate Designated Unit within the Territory, Licensee shall provide SAP with written notice of the type/model and serial number and location of each Designated Unit and the number of Users allocated to each such Designated Unit prior to such installation. Such notice shall be in a form materially similar to Schedule 1 attached hereto and is to be sent to: SAP Contracts Department, Attention: Director of Contracts, 3999 West Chester Pike, Newtown Square, PA 19073.

5. DELIVERY: Physical delivery of the above-specified Software and Documentation shall take place no later than fourteen (14) days after execution of this Appendix by both parties. Delivery of the Software and Documentation is available by electronic download that is accessible via the SAP Service Marketplace. Physical delivery will be free on board destination, at no additional charge to Licensee, to the following location: 3501 Civic Center Drive, San Rafael, CA 94903.

Currently, software shipped to the following states will be subject to sales taxation: Arizona, Arkansas, California, Colorado, Connecticut, District of Columbia, Georgia, Hawaii, Idaho, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nebraska, Nevada, New Mexico, New York, North Carolina, North Dakota, Ohio, Oklahoma, Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, Washington, West Virginia, Wisconsin, and Wyoming. This listing is provided for information only. Licensee is responsible for obtaining its own tax advice. This list is subject to change without notice.

6. MAINTENANCE FEE AND PAYMENT: Maintenance service offered by SAP is set forth in the Maintenance Schedule to the Agreement. Maintenance at the site(s) specified in the Maintenance Schedule to the Agreement shall commence as of the first day of the month following initial delivery of the Software.

Except as otherwise provided herein, the Maintenance Fee for the Software licensed under this Appendix is priced at SAP’s current maintenance factor in effect (currently 17%) multiplied by the then current Net License Fee for the licensed Software. The current annual Maintenance Fee for the Software licensed under this Appendix is USD 158,589 (17% of USD 932,877).

SAP agrees to the following annual Maintenance payment and billing schedule (any partial periods prorated):

Effective Date through December 31, 2009: 17% of Net License Fee

4

January 1, 2010 through December 31, 2014: For this period, Maintenance Fees shall be computed by multiplying SAP’s then-current maintenance factor in effect for all customers by the Net License Fee for the licensed Software. During this period, increases in the SAP maintenance factor each calendar year, if any, shall not be greater than the increase in the Consumer Price Index (CPI) over the twelve month period prior to such increase in maintenance factor, plus five percent (5%), per year, or a maximum maintenance factor of 25%, whichever is less. CPI as used herein means the U.S. Consumer Price Index for all Urban Consumers, U.S. City Average – All Items 1982-1984 = 100 Base for the applicable twelve (12) month period as published by the Bureau of Labor Statistics.

January 1, 2015 and Thereafter: For this period, Maintenance Fees shall be computed by

multiplying SAP’s then-current maintenance factor in effect for all customers by the Net License Fee for the licensed Software.

Other than as described above, Maintenance Fees are subject to change once during a calendar year upon ninety (90) days prior notice to Licensee. Maintenance fees set forth above do not include federal, state or local taxes. Maintenance Fees are invoiced on a quarterly basis, in arrears, effective January 1, April 1, July 1 and October 1 of a calendar year and are payable net 30 days from receipt of invoice. Any Maintenance Fees for a partial calendar quarter are invoiced on a pro-rata basis for the given calendar quarter.

7. THIRD-PARTY DATABASE:

7.1 Software licensed hereunder currently requires a third-party database, which has been licensed hereunder as a runtime version. Such runtime version shall be limited to Use by Licensee solely in conjunction with Use of the Software licensed hereunder, and cannot be used to run any third party software not licensed under the Agreement. Unless otherwise specified herein, SAP shall not require Licensee to change or replace such third-party database in order to achieve interoperability with the Software licensed hereunder.

In the event Licensee uses the licensed database other than as specified above, a full license, including programming tools provided through such third-party supplier must be licensed directly from a third party database supplier.

7.2 mySAP EP licensed hereunder requires a third party database product, currently MS SQL Server or Oracle, which must be installed to Use mySAP EP. In the event Licensee Uses the Unification for mySAP EP licensed hereunder, Unification for mySAP EP requires a third party database product, currently MS SQL Server, which must be installed to Use Unification for mySAP EP.

8. LICENSE KEY: Each copy of the Software licensed hereunder requires a license keycode. For each installation of the Software, eight (8) keycodes shall be provided. The license keycodes will be issued by SAP AG within four (4) weeks from the date of installation of the Software on each Designated Unit. The required form to receive the license keycodes from SAP AG must be completed by Licensee and faxed to SAP AG within the four (4) week period following installation of the Software. The applicable form and fax number will be included in each installation kit provided to Licensee upon delivery of the Software. Licensees that subsequently change Designated Units for Use of the licensed Software must be re-issued license keycodes for each respective copy of the licensed Software. Failure of Licensee to obtain necessary license keycodes for the licensed Software within four (4) weeks of installation of such Software, will cause the Software to have limited User access until such time as the license keycodes are issued.

9. FUTURE PRICE OPTION: For a period of five (5) years after the Effective Date given above, Licensee may, from time to time by executing Appendices to the Agreement, purchase additional Named User licenses for any Software then licensed by Licensee under the Agreement, or license additional SAP Software or functionality from SAP, at a discount of 60% off of the then-current SAP List Price generally in effect for SAP’s customers at the time of the transaction. This option is valid with respect to any given transaction if the Net License Fee that would be associated with such transaction (after applying such discount) is at least USD 50,000.

10. USER EXCHANGE OPTION: For a period of three (3) years after the Effective Date given above, in the event Licensee determines that the mix of types of Named Users licensed herein does not meet its business needs Licensee shall have the option, to be exercised no more than once per year, to exchange any licenses for Professional, Limited Professional and Employee Users then licensed in this Appendix for a different mix of Professional, Limited Professional and Employee Users according to the following exchange ratios or formulae:

Quantity 1 Professional User = 2.5 Limited Professional Users Quantity 1 Professional User = 9.5 Employee Users Quantity 1 Type 1 Limited Professional User = 3.8 Employee Users Quantity 1 Type 2 Limited Professional User = 1.125 Employee Users

Upon receiving written notice from Licensee regarding its exercising of such exchange option, SAP will prepare an Amendment to this Appendix to be executed bilaterally, modifying the Named User count accordingly. This exchange

5

option may be exercised by Licensee at no additional charge. However in the event such exchange requires the licensing of third-party software (including third-party database), then Licensee shall be responsible for additional license fees, and if applicable maintenance fees associated with such third-party software. There shall be no refunds or credits based on such reallocations of Named Users.

11. ROI STUDY. SAP agrees to provide Licensee with three (3) days of ROI Study at no additional cost. The parties will work together in good faith to establish two consultations with the SAP ROI expert, one of which will occur near the beginning of Licensee’s implementation activities and one of which will occur at an appropriate time after Licensee has achieved productive use.

12. CONSULTING SERVICES. SAP agrees to provide Licensee with up to USD 25,000 in SAP Consulting Services free of charge (excluding related travel and other expenses). The rates used in determining the amount of Consulting Services provided by SAP will be in accordance with SAP’s then-current GSA rates in effect at the time the services are requested. Such Consulting Services will be provided through January 31, 2007, subject to mutually agreed and executed Statement(s) of Work pursuant to Exhibit C to the Agreement.

Accepted by: Accepted by:

SAP Public Services, Inc. The County of Marin, California (SAP) (Licensee) By: By: Title: Title: Date: Date:

(Appendix __ mySAP 03-04)

6

Schedule 1 to Appendix 1

Designated Unit Information

1. Name of Licensee or Subsidiary where Designated Unit is located: Same as Licensee 2. Designated Unit(s) to be identified by Licensee to SAP in writing.

Type/Model No.: IBM

Serial No.: Location of Designated Unit: 3501 Civic Center Drive San Rafael, CA 94903 Telephone Number: 415.499.7214 Software Delivery Contact Person: Gordon Haberfelde 3.

Hardware Information Operating System Database* Manufacturer Model Manufacturer Release Manufacturer Release

IBM Windows 2003 MS SQL

* Note: When Database is licensed from the vendor directly, insert P.O. Number N/A, Invoice Number N/A and Date N/A Name Date Title The County of Marin, California (Licensee)

7

Schedule 2 to Appendix 1

Bill of Materials for mySAP Business Suite

MySAP Business Suite Bill of Materials

mySAP BUSINESS SUITE BILL OF MATERIALS: Below is the mySAP Business Suite bill of materials effective as of the Effective Date. This bill of materials is provided for informational purposes only. It is not a commitment that the listed functionality, in its current form, will be in future Releases and Versions of the Software. SAP may create additional functionality that it may license as a separate product for a separate fee at its sole discretion. For all Software licensed, separately by SAP, including but not limited to Optional Packages and Industry Specific Solutions, the parties agree to execute separate Appendices at mutually agreed upon pricing and terms. This document is for discussion purposes. mySAP Customer Relationship Mgmt. In the Named User fee the following application areas are included:

Marketing

• Marketing Planning • Customer Segmentation • Product Management • Campaign Management • Lead Management • Marketing Analytics • Personalization

Sales

• Sales Planning & Forecasting • Organization & Territory

Management • Account & Contact

Management • Task & Activity Management • Opportunity Management • Contract Management • Quotation & Order

Management • Sales Analytics

Field Service

• Mobile Service • Mobile Service for Handheld

Field Sales

• Mobile Sales • Mobile Sales for Handheld

Service

• Service Planning & Forecasting • Customer Service & Support • Resource Planning &

Optimization • Service Operations

Management • Service Analytics

Interaction Center

• Sales • Service • Marketing • Analytics

E-Commerce

• E-Selling (Internet Sales) including Internet Pricing & Configuration

• E-Service • E-Marketing • Web Analytics

CRM Analytics

• Customer Behavior Optimization

• Customer Profitability Optimization

• Product & Pricing Optimization

Channel Management

• Channel Marketing • Channel Sales • Channel Service • Channel Commerce • Partner Management &

Analytics

Engines licensed

• Sales / Service Order Processing

8

Engines for Operations – CRM related (Available if licensed separately) • Sales / Service Order Processing (licensed)

• Incentive and Commission Management

mySAP Financials In the Named User fee the following application areas are included:

Corporate Services

• Real Estate Management (for corporate use only)

• Travel Management

Strategic Enterprise Management

• Stakeholder Relationship Management

• Strategy Management • Performance Measurement • Strategic Planning & Simulation • Business Consolidation

Business Analytics

• Financial Analytics

Accounting

• Financial Statements • General Ledger/Subledgers • Revenue & Cost Accounting • Order & Project Planning

Self Service

• Financial Manager Self Service

Engines for Financials (Available if licensed separately) • Real Estate Management for

Residential Use • Real Estate Management for

Commercial Use • Financial Supply Chain

Management • Incentive and Commission Mgmnt • CFM Professional • CFM In-House Cash • CFM Liquidity Planner mySAP Supplier Relationship Management In the Named User fee the following application areas are included: • Purchase Requisitions & Orders • Supplier Management • Contract Negotiation and Management • Catalogue Content Management • Self Service Procurement

• Plan Driven Procurement • Service Procurement • Relationship Monitoring

Engines Licensed

• Strategic Sourcing Engines for Supplier Relationship Management (Available if licensed separately) • Strategic Sourcing (licensed) • Supplier Enablement

9

mySAP Supply Chain Management In the Named User fee the following application areas are included:

Supply Chain Planning

• Flexible Planning • Distribution Planning • Production Planning • Transportation Planning

Supply Chain Execution

• Materials Management & Purchasing • Manufacturing • Order Promising & Delivery • Warehouse Management • Transportation Execution • Foreign Trade / Legal Services

Purchasing

o Demand Determination o Source Determination o Direct Material Procurement o External Service Procurement o Invoice Verification o Contract Management o Vendor Evaluation o Purchasing Statistics

Inventory Management

o Goods receipt o Goods issue o Stock transfer o Physical Inventory Management o Material Valuation o Batch Management o Warehouse Management o Handling Unit Management o Reservations o Inventory Controlling

Production

o Materials Requirements Planning o Make-to-Order o Repetitive Manufacturing o Flow Manufacturing o Lean Manufacturing o Process Manufacturing o Shop Floor Manufacturing o Product Cost Controlling o Production Statistics

Distribution

o Delivery Processing o Warehouse Management o Transportation Execution o Distribution Statistics

10

mySAP Product Lifecycle Management In the Named User fee the following application areas are included:

Product-Life-Cycle-Data Management

• Document Management • Product Structure Management • Change & Configuration Management

Asset Life Cycle Management

• Technical Assets Management • Preventive & Predictive Maintenance • Maintenance Execution • Mobile Asset Management

Product-Life-Cycle Collaboration & Analytics

• Design Collaboration (c-Folders) • Collaborative Project Management (c-Projects) • Quality Collaboration • Analytics • Enterprise Portal Content

Quality Management

• Audit Management • Quality Engineering • Quality Control • Quality Improvement

Program & Project Management

• Program Management • Project Execution • Project Planning

Engines Licensed

• Environment Health & Safety Supplementary products for Operations – PLM related (Available if licensed separately) • Environment Health & Safety (licensed) • Work Clearance Mgmt

• Integration of CAD Systems o AutoCAD Integration o Pro-/Engineer Integration o CATIA (V4) Integration o UNIGRAPHICS Integration o I-DEAS Integration o SolidWorks Integration o SolidEdge Integration o Autodesk-Inventor-Integration

11

MySAP ERP Human Resources In the Named User fee the following application areas are included:

Employee Transaction Management

• Personnel Administration • Benefits • Time Management • Legal & Compliance Reporting • Organizational Management

Employee Relationship Management

• Employee Self-Service • Employee Collaboration (Expert Finder) • Manager Self Service • Information Collaboration

Employee Lifecycle Management

• Workforce Cost Planning & Simulation • Organizational Development • Compensation • Training & Employee Development • Performance Management Analytics • KPI Reporting • Balanced Scorecard

Engines/Supplementary Products Licensed

• Payroll Processing • E-Recruiting • SAP Learning Solution

Engines for Human Resources (Available if licensed separately) • Payroll Processing (licensed) • E-Recruiting (licensed)

• Pension Funds (only Germany – BAV, Switzerland Netherlands)

Supplementary products for Human Resources (Available if licensed separately) • SAP Learning Solution (licensed) SAP Net Weaver - Business Intelligence In the Named User fee the following application areas are included:

Business Information Warehouse

• Business Intelligence Suite (Business Explorer: BEX o BEX Browser o BEX Query Designer (Web or Client Side) o BEX Analyzer o BEX Web-Application Designer (any device PC

or Mobile o BEX Web-Reporting o IView Publishing & Portal/Unifier Integration

(Drag & Relate) o Functional Support (Alerting, Geographical

Analysis, Tabular Reports, Report templates, Slice & Dice Analysis, Report Distribution, Reporting & Analysis

Data Warehousing

o Extraction, Transformation and Loading o Data Flow Modeling o Transformation Toolbox o Data Aging (Archiving, Near-line Storage) o Data/Business Modeling (For Multi-dimensional

and Relational data) o Document Integration o Warehouse Management (Metadata Repository,

Administration, Scheduling and Automation)

Business Intelligence Platform

• OLAP Engine • Data Mining (Behavior & Value Modeling) • Intelligent Agent (Alerting, Conditions)

Business Content (Cross Industry, Solution and Data Source

• Extractors (DataSources, InfoSources) • Data Models (InfoCubes, Operational Data Store

Objects, Persistent Staging Area) • Queries and Reports • MetaData (InfoObjects, Attributes) • Analytical Applications Planning • Modeling • Planning Framework • Process Coordination

12

SAP NetWeaver - Enterprise Portal In the Named User fee the following application areas are included:

Portal Platform

• User and role management • Application Integration • Single Sign On

Knowledge Management

• Content Management • Retrieval & Classification

• Drag & relate from and to mySAP solutions • Selected Business Packages (for example: Portal

User Package)

Net Weaver Technology

Exchange Infrastructure

• WebAS • XI connector

XI Integration Adapters

• SAP SOAP SAP HTTP • SAP JMS SAP IDOC • SAP FTP SAP RFC • SAP JDBC

Additional Engines/Supplementary Products Licensed

• Treasury and Risk Management • Grants Management • e-Public Sector Collection & Disbursement (e-PSCD)

13

Business Software, Inc. (“BSI”) Software

Appendix 2 effective March 22, 2005 (“Appendix”)

to SAP PUBLIC SERVICES, INC. (“SAP”)

SOFTWARE END-USER LICENSE AGREEMENT effective March 22, 2005 (“Agreement”) with

THE COUNTY OF MARIN, CALIFORNIA (“Licensee”) This Appendix is hereby annexed to and made a part of the Agreement specified above. The following Articles and Provisions of the Agreement are specifically incorporated herein by reference: 1 (Definitions), 2 (License Grant), 4 (Price and Payment), 5 (Term), 6.1 (Protection of Proprietary Information), 7.2 (Express Disclaimer), 7.5 (Third-Party Products), 9 (Limitations of Liability), 10 (Assignment) and 11 (General Provisions). All other provisions of the Agreement are specifically excluded with respect to this Appendix. In each instance in which provisions of this Appendix contradict or are inconsistent with the incorporated provisions of the Agreement, the provisions of this Appendix shall prevail and govern, and the contradicted or inconsistent provisions of the Agreement shall be deemed amended accordingly. Capitalized terms used but not otherwise defined herein shall have the respective meanings given them in the Agreement. With respect to Section 7.5 of the Agreement, a warranty is currently not available through SAP for the BSI software product licensed herein. 1. LICENSE GRANT:

1.1 Software licensed by Licensee from SAP hereunder is as follows:

BSI SOFTWARE PRODUCTS LICENSED: Master Records Licensed* U.S. Payroll Tax Processing 5,000

*Number of Master Records licensed cannot exceed the number of Payroll Processing Master Records licensed under the Agreement.

1.2 The BSI Software is licensed for Use in conjunction with the payroll functionality contained in the Software by appropriately

licensed Named Users for the number of Payroll Processing Master Records identified above. In addition, the license for the BSI Software is limited for Use on a single Platform. For purposes herein, the term “Platform” shall mean a single configuration of, and a single version of each of the following; a third-party database, server, client software, and operating system. Unless expressly stated otherwise herein, this Appendix does not include a license to use such third party database, server, client software, and operating system. If Licensee wishes to change the Platform, (e.g. if Licensee is running the U.S. Payroll Tax Processing Software licensed hereunder on an Oracle 8.1.6 database, and wishes to switch and run such software on an Oracle 8.1.7 database), SAP shall allow such change to the extent and under the conditions BSI generally makes available to SAP. Currently, a Platform change can be made for a fee of USD 500. If such Platform change is requested by Licensee, Licensee shall pay SAP such fee net thirty (30) days from receipt of invoice.

1.3 DATABASE (Select One): MS SQL Runtime

2. LICENSE FEE AND PAYMENT: The total Net License Fee to Licensee for the BSI Software licensed in Item 1 above is USD

23,328 which shall be invoiced upon delivery of the software and is payable net thirty (30) days from receipt of invoice.

In the event Licensee’s Use exceeds the number of Master Records specified herein, and/or Licensee desires to expand such number of Master Records, Licensee agrees to provide written notification to SAP, and the Agreement shall be modified by the parties to reflect such increase, including additional License Fees and Maintenance Fees, based on SAP’s then current pricing generally in effect for SAP’s customers.

Upon SAP’s reasonable request in accordance with Section 3 (Verification) of the Agreement, Licensee shall deliver to SAP a report, as defined by SAP, evidencing Licensee’s usage of the Software licensed under this Agreement.

3. INSTALLATION: For Software to be installed at a specific Licensee or Subsidiary site within the Territory, Licensee shall provide

SAP with written notice of the location of each Designated Unit and the number of Master Records, licensed in Item 1, allocated to each such device within sixty (60) days of commencement of the use of such device. Such notice shall be in a form materially similar to Schedule 1 attached hereto and is to be sent to: SAP Contract Department, Attention: Director of Contracts, 3999 West Chester Pike, Newtown Square, PA 19073. Licensee shall be responsible for installation of the BSI Software.

4. DELIVERY: Initial delivery of the above-specified BSI software and BSI documentation shall take place no later than fourteen

(14) days after execution of this Appendix by both parties, provided Licensee has submitted correct and complete documentation

2

as described herein. Physical delivery will be freight on board destination, at no additional charge to Licensee, to the following location: U3501 Civic Center Drive, San Rafael, CA 94903U

Operating System Version UWindowsU

Database System Version USQL Server U

Server and Version UIntelU Client Software and Version UWindows

Initial delivery of the above-specified Software will be to the following person at the following location:

Contact Name UGordon HaberfeldeU

Contact Title UData Center ManagerU

Contact Phone No. U415.499.7214U

Contact Fax No. U415.499.3744U

Contact e-mail Ughaberfelde@co.marin.ca.us U

Contact Address U3501 Civic Center Drive, Room B-1, San Rafael, CA 94903U

Currently, software shipped to the following states will be subject to sales taxation: Arizona, Arkansas, California, Colorado,

Connecticut, District of Columbia, Georgia, Hawaii, Idaho, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nebraska, Nevada, New Mexico, New York, North Carolina, North Dakota, Ohio, Oklahoma, Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, Washington, West Virginia, Wisconsin, and Wyoming. This listing is provided for information only. Licensee is responsible for obtaining its own tax advice. This list is subject to change without notice.

5. UMAINTENANCE FEE AND PAYMENT U: 5.1 To the degree BSI makes, and continues to make such services generally available to SAP, Licensee may request and

SAP shall provide maintenance service (“Maintenance”) with respect to the BSI Software. Maintenance currently includes the delivery of releases and versions of the BSI Software made available to SAP, support via telephone, coordination of defect correction with BSI, and SAP’s Online Software Services. Maintenance, from SAP, for the BSI Software licensed hereunder is limited to the sites identified pursuant to the Agreement and related Appendices, and is limited to a single Platform. In order to receive Maintenance hereunder, Licensee must make all required remote support connections to each Designated Unit, at its expense, as requested by SAP. SAP agrees to adhere to reasonable governmental and Licensee security rules and regulations governing SAPs access to Licensee’s Designated Unit(s), however Licensee understands and agrees that prices for Maintenance Fees herein are based on the assumption that access is available. Licensee understands that SAP shall be excused from failure to fulfill its maintenance obligations set forth in this Appendix during periods of time when Licensee denies SAP access to the Software.

5.2 Maintenance at such site(s) shall commence upon the first day of the month following initial delivery of the BSI Software.

Maintenance Fees for the Software licensed under this Appendix, for the total number of Master Records specified above is USD 9,798 (42% of USD 23,328) per year. Maintenance Fees are subject to change once during a calendar year upon ninety (90) days prior notice to Licensee, except that no increase in such Maintenance Fees shall become effective prior to March 31, 2006, and the Maintenance Fees applicable to Licensee shall always be based upon the same maintenance factor then used by SAP in making maintenance for the software licensed in this Appendix generally available to its customers. Maintenance Fees set forth above do not include federal, state or local taxes. Maintenance Fees are invoiced on a quarterly basis, in arrears, effective January 1, April 1, July 1 and October 1 of a calendar year and are payable net thirty (30) days from receipt of invoice. Any Maintenance Fees for a partial calendar quarter are invoiced on a pro-rata basis for the given calendar quarter.

5.3 In the event Licensee elects not to commence Maintenance upon the first day of the month following initial delivery of the BSI Software, or Maintenance is otherwise declined for some period of time, and is subsequently requested or reinstated, SAP will invoice Licensee the accrued Maintenance Fees associated with such time period plus a reinstatement fee of not greater than 5% of the accrued Maintenance Fees.

6. ULIMITATION OF LIABILITYU: Notwithstanding anything to the contrary in Section 9.3 of the Agreement, and without limiting any rights and remedies under Section 9.1, in no event shall SAP’s total liability for damages of any kind or nature in any way arising from or related to the BSI Software licensed hereunder exceed an amount equal to the Net License Fee identified in Item 2 hereof.

7. UTHIRD-PARTY DATABASE U:

3

Software licensed hereunder currently requires a third-party database, which has been licensed hereunder as a runtime version. Such runtime version shall be limited to Use by Licensee for the software licensed hereunder. Licensee may Use the SAP development workbench to customize the database scheme and to create Modifications to the software, as well as to write in-house developments. In the event Licensee uses the licensed database other than as specified above, a full license, including programming tools provided through such third-party supplier must be licensed directly from a third party database supplier.

8. UGENERAL PROVISIONSU:

Notwithstanding anything herein to the contrary, and only pursuant to a change in its business policies generally applied to its customers, SAP may assign the BSI software license granted herein, including Maintenance, to BSI upon providing reasonable prior written notice thereof to Licensee. In the event of such an assignment, should Licensee desire to continue to receive Maintenance for such BSI software, Licensee should negotiate a separate service agreement directly with BSI.

Accepted by: Accepted by: SAP Public Services, Inc. The County of Marin, California (SAP) (Licensee) By: By: Title: Title: Date: Date:

(Appendix __ BSI 10-03)

4

FORM OF SUBLICENSE/SUPPORT NOTIFICATION I. CLIENT INFORMATION: Client Name: The County of Marin, California SAP Customer Number: Shipping Address: 3501 Civic Center Drive, Room B-1 City/State/Zip: SanRafael, CA 94903 Tax Contact/Title: Gordon Haberfelde, Data Center Manager Tax Contact Phone: (Voice) 415.499.7214 (Fax) 415.499.3744 Tax Contact E-mail Address: ghaberfelde@co.marin.ca.us Sublicense Date*: March 22, 2005 *(Note Date BSI Appendix is signed.) II. BSI SYSTEM SUBLICENSED:

A. System being sublicensed is TaxFactory

B. Designate the Platform Version upon which Licensee will operate its System. More than one Platform Version per System shall require additional license fees. A separate Sublicense/Support Notification form is required for such cases.

Server Operating System

Database Client

Intel Windows SQL Server Windows

C. Designate the Number of Employees*: 5,000

(*Note to SAP person completing form – this is the number of US Payroll Tax Processing Master Records

licensed)

PLEASE NOTE THAT THE INFORMATION REQUESTED IN ITEM B. ABOVE MUST BE COMPLETED EXACTLY AS BSI REQUIRES BY REFERRING TO THE SCHEDULE OF SUPPORTED BSI PLATFORMS PROVIDED HEREWITH.

5

SCHEDULE OF SUPPORTED BSI PLATFORMS Platform

Version

Server Operating System Database Client AS400 OS400 DB2/400 Windows Dec Alpha Unix InformixDS Windows Dec Alpha Unix Oracle Windows HP UX InformixDS Windows HP UX Oracle Windows Intel Linux DB2/CLI Windows Intel Linux InformixDS WIndows Intel Linux Oracle Windows Intel Windows DB2/CLI Windows Intel Windows DB2/S390 Windows Intel Windows InformixDS Windows Intel Windows Oracle Windows Intel Windows SQL Server Windows RS6000 AIX DB2/CLI Windows RS6000 AIX InformixDS Windows RS6000 AIX Oracle Windows Sun Solaris InformixDS Windows Sun Solaris Oracle Windows

RWD Technologies, Inc. (“RWD”) software

Appendix 3 effective March 22, 2005 (“Appendix”)

to SAP PUBLIC SERIVCES, INC. (“SAP”)

SOFTWARE END-USER LICENSE AGREEMENT effective March 22, 2005 (“Agreement”) with

THE COUNTY OF MARIN, CALIFORNIA (“Licensee”) This Appendix is hereby annexed to and made a part of the Agreement specified above. The following Articles and Provisions of the Agreement are specifically incorporated herein by reference: 1 (Definitions), 2 (License Grant), 4 (Price and Payment), 5 (Term), 6.1 (Protection of Proprietary Information), 7.2 (Express Disclaimer), 7.5 (Third-Party Products), 9 (Limitations of Liability), 10 (Assignment) and 11 (General Provisions). Unless stated otherwise herein, all other provisions of the Agreement are specifically excluded with respect to this Appendix. In each instance in which provisions of this Appendix contradict or are inconsistent with the incorporated provisions of the Agreement, the provisions of this Appendix shall prevail and govern. Capitalized terms used but not otherwise defined herein shall have the respective meanings given them in the Agreement. With respect to Section 7.5 of the Agreement, the following warranty and indemnity are provided specifically for the RWD Software licensed under this Appendix:

Warranty. SAP warrants that the RWD Software will substantially conform to the specifications and descriptions contained in the RWD Software Documentation for six (6) months following delivery of the RWD Software to Licensee (the “Warranty Period”) when Used without material alteration on the Designated Unit(s). It is understood that normal implementation activity associated with the RWD Software is not a Use that constitutes a material alteration of the RWD Software. The warranty shall not apply: (i) if a defect or other failure to satisfy such warranty is caused by Use of the RWD Software other than in accordance with the RWD Software Documentation; or (ii) if the defect is caused by a Modification, Licensee, or third-party software or third-party database defect, failure or malfunction. SAP does not warrant that the RWD Software will operate completely uninterrupted or that it will be totally free from minor defects or errors which do not materially affect such performance, or that the applications contained in the RWD Software are designed to meet all of Licensee’s business requirements. The foregoing warranty is subject to Licensee providing SAP with reasonably necessary access, including remote access, to the RWD Software. Licensee shall provide SAP with commercially reasonable test time and support on Licensee’s Designated Unit(s) to correct the defect. SAP agrees to adhere to reasonable governmental and Licensee security rules and regulations governing SAP’s access to Licensee’s Designated Unit(s). Licensee understands that SAP is not responsible for fulfilling its warranty obligations set forth in this paragraph during periods of time when Licensee denies SAP access to the RWD Software. Express Disclaimer. OTHER THAN AS STATED DIRECTLY ABOVE, SAP AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE EXCEPT TO THE EXTENT THAT ANY WARRANTIES IMPLIED BY LAW CANNOT BE VALIDLY WAIVED. Indemnification. SAP shall indemnify Licensee and its Subsidiaries against all claims, liabilities, and costs, including reasonable attorneys’ fees, reasonably incurred in the defense of any claim brought against Licensee or its Subsidiaries in the Territory by third parties alleging that Licensee’s or its Subsidiaries’ Use of the RWD Software and RWD Software Documentation infringes or misappropriates any United States patent or other patent enforceable in the United States, a copyright, or trade secret rights, provided that such indemnity shall not apply to the extent the alleged infringement results from Use of the RWD Software in conjunction with any software other than that licensed under the Agreement, or on an apparatus other than a Designated Unit, or from activities of Licensee or its Subsidiaries that are not permitted under this Agreement, and so long as Licensee promptly notifies SAP in writing of any such claim and SAP is permitted to control fully the defense and any settlement of such claim as long as such settlement shall not include a financial obligation on Licensee. Licensee shall cooperate fully in the defense of such claim and may appear, at its own expense, through counsel reasonably acceptable to SAP. SAP may, in its sole discretion, settle any such claim on a basis requiring SAP to substitute for the RWD Software and RWD Software Documentation alternate substantially equivalent non-infringing programs and supporting documentation. THE FOREGOING INDEMNIFICATION PROVISION STATES THE SOLE, EXCLUSIVE, AND ENTIRE LIABILITY OF SAP AND ITS LICENSORS TO LICENSEE, AND IS LICENSEE’S SOLE REMEDY, WITH RESPECT TO THE INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS WITH RESPECT TO THE RWD SOFTWARE LICENSED UNDER THIS APPENDIX.

2

1. LICENSE GRANT:

1.1 Software licensed by Licensee from SAP hereunder is as follows:

RWD Info Pak™ Suite with Simulator Or Simulator only

LICENSED: NUMBER of LICENSED SAP USERS

Developer, Professional and Limited Professional Users Employee Users

RWD Info Pak™ Bundled Package with Simulator 600 2,000 (including Publisher, Glossary ,Web Architect and Simulator) RWD Info Pak™ Help Launchpad 600 N/ARWD Info Pak™ Omni Help N/A N/ARWD Info Pak™ Simulator Only N/A N/A

2. LICENSE FEE AND PAYMENT: The total Net License Fee to Licensee for the RWD software licensed in Item 1 above is USD 67,740, which shall be invoiced upon delivery of the software, and is payable net thirty (30) days from receipt of invoice. In the event Licensee’s Use exceeds the number of licensed users specified herein, and/or Licensee desires to expand such number of licensed users, Licensee agrees to provide written notice to SAP, and the Agreement shall be modified by the parties to reflect such increase, including additional License Fees and Maintenance Fees based on SAP’s then current pricing generally in effect for SAP’s customers. Upon SAP’s reasonable request in accordance with Section 3 (Verification) of the Agreement, Licensee shall deliver to SAP a report, as defined by SAP, evidencing Licensee’s usage of the RWD software licensed under this Agreement.

3. INSTALLATION: For the RWD Software to be installed at a specific Licensee and/or Subsidiary site within the Territory, Licensee shall provide SAP with written notice of the location of each Designated Unit and the number of users, licensed in Item 1, allocated to each such device within sixty (60) days of commencement of the use of such device. Such notice shall be in a form materially similar to Schedule 1 attached hereto and is to be sent to: SAP Contract Department, 3999 West Chester Pike, Newtown Square, PA 19073. Licensee shall be responsible for installation of the RWD Software.

4. DELIVERY: Initial delivery of the above-specified RWD software and RWD documentation shall take place in no later than fourteen (14) days after execution of this Appendix by both parties, provided Licensee has submitted correct and complete documentation as described herein. Physical delivery will be freight on board destination, at no additional charge to Licensee, to the following location: 3501 Civic Center Drive, San Rafael, CA 94903. Currently, software shipped to the following states will be subject to sales taxation: Arizona, Arkansas, California, Colorado, Connecticut, District of Columbia, Georgia, Hawaii, Idaho, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nebraska, Nevada, New Mexico, New York, North Carolina, North Dakota, Ohio, Oklahoma, Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, Washington, West Virginia, Wisconsin, and Wyoming. This listing is provided for information only. Licensee is responsible for obtaining its own tax advice. This list is subject to change without notice.

5. MAINTENANCE FEE AND PAYMENT:

5.1 To the degree RWD makes, and continues to make such maintenance services generally available to SAP, Licensee may request and SAP shall provide maintenance service (“Maintenance”) with respect to the RWD software, so long as Licensee is subscribing for and paying for Maintenance. Maintenance currently includes the delivery of releases and versions of the RWD software made available to SAP, support via telephone, coordination of defect correction with RWD, and SAP’s Online Software Services. Maintenance, from SAP, for the RWD software licensed hereunder is limited to the United States sites identified pursuant to the Agreement and related Appendices. Notwithstanding anything to the contrary in the Agreement, Licensee acknowledges RWD's standard hours of maintenance service, applicable in the event Licensee contacts RWD directly, are Monday through Friday, 8:30 a.m. to 5:30 p.m., eastern standard time, except for holidays as observed by RWD; further, Licensee acknowledges that for each release of the RWD software, RWD will offer maintenance services through SAP only for the most recent version and the version immediately prior thereto. After a new release becomes commercially available, RWD will provide maintenance services through SAP only for such new release and, until a new version of the new release becomes available, for the latest version of the prior release. Information regarding such releases and maintenance offerings is publicly available to Licensee, and the Maintenance provided by SAP to Licensee hereunder shall be consistent with such information and such offerings. In order to receive Maintenance hereunder, Licensee must make all required remote support connections to each Designated Unit, at its expense, as requested by SAP. SAP agrees to adhere to reasonable governmental and Licensee security rules and regulations governing SAPs access to Licensee’s Designated Unit(s), however Licensee understands and agrees that prices for Maintenance Fees herein are based on the assumption that access is available. Licensee understands

3

that SAP shall be excused from failure to fulfill its maintenance obligations set forth in this Appendix during periods of time when Licensee denies SAP access to the Software. Licensee shall appoint no more than 5 individuals who are knowledgeable in the operation of the RWD Software to serve as primary contacts in the event that Licensee needs to contact RWD directly for Maintenance or support (the “Key Users”). The identification and number of Key Users will be specified in Schedule 1 to this Appendix. All of Licensee’s support inquiries shall be initiated solely through any of these Key Users. Licensee shall have the right to appoint substitute individuals to serve as Key Users provided the names of the new individuals and the individuals they are being substituted for are communicated to SAP in writing. Licensee shall have the right to appoint additional individuals to serve as Key Users upon mutual agreement of the Licensee and SAP, and SAP shall not unreasonably refuse to so agree. 5.2 Maintenance at such United States site(s) as described above shall commence upon the first day of the month following initial delivery of the RWD software. Maintenance Fees for the Software licensed under this Appendix, for the total number of users specified above, is USD 11,516 (17% of USD 67,740) per year. Maintenance Fees are subject to change once during a calendar year upon ninety (90) days prior notice to Licensee, except that no increase in such Maintenance Fees shall become effective prior to March 31, 2006, and the Maintenance Fees applicable to Licensee shall always be based upon the same maintenance factor as then used by SAP in making maintenance for the software licensed in this Appendix generally available to its customers. Maintenance fees set forth above do not include federal, state or local taxes. Maintenance Fees are invoiced on a quarterly basis, in arrears, effective January 1, April 1, July 1, and October 1 of a calendar year, and are payable net thirty (30) days from receipt of invoice. Any Maintenance Fees for a partial calendar quarter are invoiced on a pro-rata basis for the given calendar quarter. 5.3 In the event Licensee elects not to commence Maintenance upon the first day of the month following initial delivery of the RWD software, or Maintenance is otherwise declined for some period of time, and is subsequently requested or reinstated, SAP will invoice Licensee the accrued maintenance service fees associated with such time period plus a reinstatement fee of not greater than 5% of the accrued Maintenance Fees.

6. LIMITATION OF LIABILITY: Notwithstanding anything to the contrary in Section 9.3 of the Agreement, and without limiting any rights and remedies under Section 9.1, in no event shall SAP’s total liability for damages of any kind or nature in any way arising from or related to the RWD software licensed hereunder exceed an amount equal to the Net License Fee identified in Item 2 hereof.

7. THIRD-PARTY DATABASE:

Software licensed hereunder currently requires a third-party database, which has been licensed hereunder as a runtime version. Such runtime version shall be limited to Use by Licensee for the software licensed hereunder. Licensee may Use the SAP development workbench to customize the database scheme and to create Modifications to the software, as well as to write in-house developments. In the event Licensee uses the licensed database other than as specified above, a full license, including programming tools provided through such third-party supplier must be licensed directly from a third party database supplier.

Accepted by:

Accepted by:

SAP Public Services, Inc. SAP

The County of Marin, California Licensee

By: By:

Title: Title:

Date: Date:

Schedule 1 to Appendix 3

Software and User Allocation Contact Data Customer Name: The County of Marin, California *Shipping Address: 3501 Civic Center Drive, Room B-1 City/State/Zip: San Rafael, CA 94903 Contact Name: Gordon Haberfelde, Data Center Manager Contact Phone Number: 415.499.7214

Contact Fax Number: 415.499.3744

Contact E-Mail Address: ghaberfelde@co.marin.ca.us * Shipping address must be a street address, PO Box is not sufficient.

Products Licensed: NUMBER of LICENSED

SAP Developer, Professional and Limited Professional USERS

NUMBER of LICENSED SAP Employee USERS

RWD Info Pak Bundled Package with Simulator

600 2,000

RWD Info Pak Bundled Package without Simulator

N/A N/A

RWD Info Pak Launchpad 600 N/A RWD Info Pak Publisher / Glossary Only

RWD Omni Help Only N/A N/A RWD Info Pak Simulator Only N/A N/A Current SAP Release: ERP2004

Microsoft Windows Version: OS-Win 2003, Desktop-Win 2000

Microsoft Office Version: 2000 and XP

SAP GUI Version: 6.40

Account Executive Name: Peggy Phelps

Phone No.: 415.898.1775 Fax No.:

Maint. Start Date: Date Form Completed:

Contract Start Date: Maint Fee:

RWD Technologies, Inc. (“RWD”) Training Course Hosted by RWD

Appendix 4 effective March 22, 2005 (“Appendix”)

to SAP PUBLIC SERVICES, INC. (“SAP”)

SOFTWARE END-USER LICENSE AGREEMENT effective March 22, 2005 (“Agreement”) with

THE COUNTY OF MARIN, CALIFORNIA (“Licensee”) This Appendix is hereby annexed to and made a part of the Agreement specified above. The following Articles and Provisions of the Agreement are specifically incorporated herein by reference: 1 (Definitions), 2 (License Grant), 4 (Price and Payment), 5 (Term), 6.1 (Protection of Proprietary Information), 7.2 (Express Disclaimer), 7.5 (Third-Party Products) 9 (Limitations of Liability), 10 (Assignment) and 11 (General Provisions). Unless stated otherwise herein, all other provisions of the Agreement are specifically excluded with respect to this Appendix. In each instance in which provisions of this Appendix contradict or are inconsistent with the incorporated provisions of the Agreement, the provisions of this Appendix shall prevail and govern. Capitalized terms used but not otherwise defined herein shall have the respective meanings given them in the Agreement. With respect to Section 7.5 of the Agreement, the following warranty and indemnity are provided specifically for the RWD Software licensed under this Appendix.

Warranty. SAP warrants that the RWD Software will substantially conform to the specifications and descriptions contained in the RWD Software Documentation for six (6) months following delivery of the RWD Software to Licensee (the “Warranty Period”) when Used without material alteration on the Designated Unit(s). It is understood that normal implementation activity associated with the RWD Software is not a Use that constitutes a material alteration of the RWD Software. The warranty shall not apply: (i) if a defect or other failure to satisfy such warranty is caused by Use of the RWD Software other than in accordance with the RWD Software Documentation; or (ii) if the defect is caused by a Modification, Licensee, or third-party software or third-party database defect, failure or malfunction. SAP does not warrant that the RWD Software will operate completely uninterrupted or that it will be totally free from minor defects or errors which do not materially affect such performance, or that the applications contained in the RWD Software are designed to meet all of Licensee’s business requirements. The foregoing warranty is subject to Licensee providing SAP with reasonably necessary access, including remote access, to the RWD Software. Licensee shall provide SAP with commercially reasonable test time and support on Licensee’s Designated Unit(s) to correct the defect. SAP agrees to adhere to reasonable governmental and Licensee security rules and regulations governing SAP’s access to Licensee’s Designated Unit(s). Licensee understands that SAP is not responsible for fulfilling its warranty obligations set forth in this paragraph during periods of time when Licensee denies SAP access to the RWD Software. Express Disclaimer. OTHER THAN AS STATED DIRECTLY ABOVE, SAP AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE EXCEPT TO THE EXTENT THAT ANY WARRANTIES IMPLIED BY LAW CANNOT BE VALIDLY WAIVED. Indemnification. SAP shall indemnify Licensee and its Subsidiaries against all claims, liabilities, and costs, including reasonable attorneys’ fees, reasonably incurred in the defense of any claim brought against Licensee or its Subsidiaries in the Territory by third parties alleging that Licensee’s or its Subsidiaries’ Use of the RWD Software and RWD Software Documentation infringes or misappropriates any United States patent or other patent enforceable in the United States, a copyright, or trade secret rights, provided that such indemnity shall not apply to the extent the alleged infringement results from Use of the RWD Software in conjunction with any software other than that licensed under the Agreement, or on an apparatus other than a Designated Unit, or from activities of Licensee or its Subsidiaries that are not permitted under this Agreement, and so long as Licensee promptly notifies SAP in writing of any such claim and SAP is permitted to control fully the defense and any settlement of such claim as long as such settlement shall not include a financial obligation on Licensee. Licensee shall cooperate fully in the defense of such claim and may appear, at its own expense, through counsel reasonably acceptable to SAP. SAP may, in its sole discretion, settle any such claim on a basis requiring SAP to substitute for the RWD Software and RWD Software Documentation alternate substantially equivalent non-infringing programs and supporting documentation. THE FOREGOING INDEMNIFICATION PROVISION STATES THE SOLE, EXCLUSIVE, AND ENTIRE LIABILITY OF SAP AND ITS LICENSORS TO LICENSEE, AND IS LICENSEE’S SOLE REMEDY, WITH RESPECT TO THE INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS WITH RESPECT TO THE RWD SOFTWARE LICENSED UNDER THIS APPENDIX.

1. DEFINITIONS: 1.1 “Authorized User” shall mean an existing Named User of Licensee’s SAP Software system for which Licensee issues a

registration voucher to access the RWD Training Course(s) licensed herein. 1.2 “RWD” shall mean RWD Technologies, Inc.

2. LICENSE GRANT: Provided Licensee does not exceed the number of Authorized Users specified below, such Authorized Users are permitted to Use the RWD Training Course(s) licensed herein. 2.1 RWD Training Courses software licensed by Licensee from SAP hereunder is as follows:

NUMBER of AUTHORIZED USERS

RWD Navigation Web-based Course & RWD/SAP Hosted • E-Learning Course ....................................................................... 300 • Employee Self-Service (ESS) Course ......................................... N/A

2.2 Authorized User registrations are not transferable. Only Authorized Users who register to access the RWD Training Course(s) shall access the licensed RWD Training Course under that registration. Each Authorized User shall have eighteen (18) months after delivery of the RWD Training Course as defined in Section 4 below to access the applicable RWD Training Course. Such Authorized User can access the applicable RWD Training Course as many times as such Authorized User wishes during such eighteen (18) month period.

3. LICENSE FEE AND PAYMENT: The Net License Fee to Licensee for the RWD Training Course(s) software licensed in Item 2 above is USD 12,600, which shall be invoiced upon delivery of the RWD software, and is payable net thirty (30) days from receipt of invoice. In the event Licensee’s Use exceeds the number of Authorized Users specified herein, and/or if Licensee desires to expand such number of Authorized Users, Licensee agrees to provide written notice to SAP, and the Agreement shall be modified by the parties to reflect such increase, including additional License Fees and Maintenance Fees based on SAP’s then current pricing generally in effect for SAP’s customers. The Net License Fee specified above does not include federal, state, provincial or local sales, use, excise, VAT, service or other taxes now or hereafter levied, all of which shall be provided for in accordance with Section 4.2 of the Agreement. Upon SAP’s reasonable request in accordance with Section 3 (Verification) of the Agreement, Licensee shall deliver to SAP a report, as defined by SAP, evidencing Licensee’s usage of the RWD software licensed under this Appendix.

4. DELIVERY: Delivery shall be deemed to occur when SAP or RWD provides Licensee’s designated recipient with notice of the means to access the RWD hosted RWD Training Course(s) licensed herein. Delivery shall be made no later than fourteen (14) days after execution of this Appendix by both parties, provided Licensee has submitted correct and complete documentation as described herein.

5. MAINTENANCE FEE AND PAYMENT:

5.1 Currently there is no Maintenance provided by SAP for the RWD Training Course(s) licensed herein. 5.2 A single Licensee designated representative may obtain from SAP, and SAP shall provide through RWD, eight (8) hours of technical support, by e-mailing customersupport@certification.net or calling 1.888.245.6560, for a period of ninety (90) days after delivery of the licensed RWD Training Course(s). The fee for such support is included in the Net License Fee specified in Section 3 above. No other Maintenance or services, including customization services, are included in the Net License Fee specified in item 3 above. Even workstations that conform to RWD’s technical specifications can have hardware, configuration, or software conflicts that could cause installation and use issues with the RWD Training Course(s), and SAP shall use commercially reasonable efforts, in providing the technical support described in the first sentence of this paragraph, to resolve such issues. Licensee may request, and SAP may agree to provide additional technical support pursuant to a Statement of Work issued under Exhibit C (Professional Services Schedule) to the Agreement.

6. TESTING PRIOR TO DEPLOYMENT: Prior to deploying the RWD Training Courses licensed hereunder to Authorized Users, Licensee is responsible to conduct a test run of such courses from a suitable number of workstations to ensure Internet and email connectivity between end-user workstations and www.certification.net. It is the Licensee’s responsibility to verify conformance with the course Technical Specifications attached hereto as Schedule A. Any issues with the course or connectivity must be brought to the attention of customersupport@certification.net for resolution prior to wide-scale course deployment. Troubleshooting any issues will require direct communication between RWD and Licensee technical personnel to identify the existence of proxy servers, eMail server restrictions, firewalls, and other network features that may impact course use, and the parties shall reasonably cooperate with regard to such troubleshooting. Licensee’s contact information is stated in Schedule B attached hereto.

7. PROPRIETARY INFORMATION: The RWD Training Course(s) provided hereunder are intended solely for the use of the Authorized Users accessing such RWD Training Course(s) and may not be copied, distributed or used for any other purpose. Licensee agrees that such RWD Training Course(s) are considered Proprietary Information pursuant to the terms of the Agreement. Licensee agrees not to disclose, transfer, or otherwise make available the RWD Training Course(s) to any third parties other than to the Authorized Users.

2

8. LIMITATION OF LIABILITY: Notwithstanding anything to the contrary in Section 9.3 of the Agreement, and without limiting any rights and remedies under Section 9.1, in no event shall SAP’s total liability for damages of any kind or nature in any way arising from or related to the RWD Training Course(s) licensed hereunder exceed an amount equal to the Net License Fee identified in Item 3 hereof.

Accepted by:

Accepted by:

SAP Public Services, Inc. SAP

The County of Marin, California Licensee

By: By:

Title: Title:

Date: Date:

3

SCHEDULE A

RWD TRAINING COURSE TECHNICAL SPECIFICATIONS Technical Specifications

Server Side Requirements (LAN DELIVERY ONLY): • Sufficient Disk Space to accommodate content, 100 MB • Write permissions to the directory where the content is held • At least 128MB RAM • Microsoft Platforms only, with Windows NT 4.0 Service Pack 6 preferred • If course completion emails are desired, access to a SMTP mail server not requiring

authentication from the server onto which the course is loaded

Network (ALL OPTIONS): • File HTTP and TCP connectivity from individual workstations to the server where the content

is located • Network speed: 128Kb (ISDN speed minimum); 1.54 Mb (T-1 speed recommended)

Client End-user Workstation Requirements (ALL OPTIONS):

• Monitor resolution – 800 pixels by 600 pixels 16-bit color depth or better • Pentium 200Mhz or better • Memory – 64MB (min); 128 (recommended) • Keyboard • Pointing device • Internet Explorer 5.0 for Windows 9x/NT/2000 installed using the standard Microsoft Install

(optimal) • Adobe Acrobat Reader 3.0 or greater • Netscape 4.51 or later (acceptable) for Navigation • Netscape 4.75 or later (acceptable) for ESS • Properly configured email (for email notification of completion) • Optional: Sound card (4.6C Navigation)

Required Browser Plug-in and Third Party Licenses (ALL OPTIONS):

• Flash 5

Operating System (ALL OPTIONS): • Windows 95 SR-2 • Windows 98 • Windows NT 4.0 Service Pack 4.0 or greater • Windows 2000

4

SCHEDULE B

RWD Software and User Allocation

Contact Data Customer Name: The County of Marin, California * Software Shipping Address: 3501 Civic Center Drive, Room B-1 City/State/Zip: San Rafael, CA 94903 Contact Name: Gordon Haberfelde, Data Center Manager Contact Phone Number: 415.499.7214

Contact Fax Number: 415.499.3744

Contact E-Mail Address: ghaberfelde@co.marin.ca.us

* Shipping address must be a street address, PO Box is not sufficient.

Current SAP Release: ERP2004

SAP GUI version: 6.40

SAP Preferred Card Appendix 5

effective March 22, 2005 (“Appendix”) to

SAP PUBLIC SERVICES, INC. (“SAP”) SOFTWARE END-USER LICENSE AGREEMENT effective March 22, 2005 (“Agreement”)

with THE COUNTY OF MARIN, CALIFORNIA (“Licensee”)

This Appendix is hereby annexed to and made a part of the Agreement specified above. In each instance in which provisions of this Appendix contradict or are inconsistent with the provisions of the Agreement, the provisions of this Appendix shall prevail and govern. Capitalized terms used but not otherwise defined herein shall have the respective meanings given them in the Agreement. 1. Scope of Services. As consideration for the payment of the fee set forth herein, SAP shall provide Licensee access to SAP

Education’s regularly scheduled SAP Education Classroom Training, SAP Education Webinars, SAP Education E-Learning Products (excludes RWD products), SAP Education E-Learning Services, SAP Education On-Site Training, SAP Education Solution Academy classes, and SAP Educational End-user Assessments provided in the United States only. A detailed list of courses, content, and schedules are available to Licensee on the SAP Education web site, www.sap.com/usa/education/. Licensee may enroll in SAP classes by calling SAP’s Central Registration at 1-888-777-1727. On-Site classes can be scheduled by contacting the SAP Education Help Desk at 1-877-876-7271. The scope of services of this Appendix does not include any third party products and/or services.

2. Fees/Payment Terms. For a fee of USD 125,000, Licensee shall receive a SAP Preferred Card training fee credit totaling USD 131,875, equivalent to a premium factor of 0.947867298 ($125,000 / $131,875), in accordance with the following schedule.

Fee for one (1) SAP Preferred Card in USD

24- Month Premium

Training Fee Credit

0 to 24,999 N/A Payment Amount 25,000 to 99,999 N/A Payment Amount 100,000 to 349,999 5.5% Payment X 1.055 (Premium rate) 350,000 to 499,999 8.0% Payment X 1.08 (Premium rate) 500,000 to 999,999 10.5% Payment X 1.105 (Premium rate) 1,000,000 to 1,499,999 13.0% Payment X 1.13 (Premium rate) 1,500,000 and above 15.5% Payment X 1.155 (Premium rate)

Such fee shall be invoiced upon execution of this Appendix and is payable net thirty (30) days after receipt of invoice. Any training provided in excess of such training fee credit shall be invoiced at the then current rates upon scheduling without premium or discount described above, and is payable by Licensee net thirty (30) days after receipt of invoice. Licensee may purchase additional SAP Preferred Cards during the same time period as specified in Section 4 (Term) below and SAP will provide that additional purchase at the original premium rate (or higher premium rate, if applicable to the amount of such additional purchase). However, the termination date for the additional cards must coincide with the termination date of the initial card. Each card is contracted, tracked and monitored separately. At no time will any portion of the training fee credit be refundable, including at the conclusion of the term set forth below.

3. Activation Date. The activation date for the SAP Preferred Card is the date that SAP receives full payment of the SAP Preferred Card fees specified above from Licensee. Classes taken prior to such date cannot be applied to the SAP Preferred Card.

4. Term. The training fee credit set forth above shall be applied to the then current SAP training course fees until such time as the training fee credit is fully utilized or twenty-four (24) months after the Activation Date of Licensee’s SAP Preferred Card, whichever is earlier.

5. Course Administration. a) Enrollment in regularly scheduled SAP Education classes and Webinars. All SAP Education Classroom Training, SAP Education Webinars, and SAP Education Solution Academy course registration must be processed through SAP’s Central Registration or online. If no space is available on the date requested, an alternative date will be suggested where possible. The premium shall be applied to the list price of the course fee to determine the amount deducted from the Preferred Card. EXAMPLE: List Price Course Fee is $10,000 * .947867298 = $9,478.67. $125,000 - $9,478.67 = $115,521.33 remaining balance on Preferred Card. b) Cancellation or rescheduling of enrollment in regularly scheduled SAP Education classes and Webinars. Licensee may submit cancellations by email or fax or by calling SAP’s Central Registration. If the cancellation is not confirmed in writing by

SAP, Licensee remains liable for the full course fee associated with the class or classes. SAP will take no longer than five (5) business days to confirm a cancellation in writing. In addition, all cancellation fees as described below will be applied to the SAP Preferred Card without premium benefit. EXAMPLE: Cancellation Fee is $10,000. 100% of the $10,000 is deducted from the Preferred Card. In the event of a cancellation or the rescheduling of a course by Licensee, SAP will assess the following fees:

Change or Cancellation Date FeeGreater than 10 business days before the scheduled class start date No charge 4 to 10 business days before the scheduled class start date 50% 3 business days or less before the scheduled class start date 100%

c) SAP Education on-site training processing. All requests for SAP Education On-Site Training must be processed through SAP’s Educational Support Services Group (ESSG). SAP will take no longer than five (5) business days to confirm availability. Once confirmation of such a request is provided to Licensee by SAP’s On-Site Training Department, any changes in class dates or cancellations shall be subject to the terms of item 5(d) herein. The fees applied to Licensee’s SAP Preferred Card for On-Site Training classes with premium are applicable for the onsite rate only. All other costs such as travel and living expenses; equipment charges, freight, remote server connection fees, and books will be applied to Preferred Card without premium benefit. EXAMPLE: On-site Course Fees are computed by applying a premium to the On-Site list prices as in the example in 5(a) above. Travel, equipment, freight charges, etc. are deducted from the Preferred Card at 100% of cost. d) Cancellation or rescheduling of SAP Education on-site training classes. Licensee may submit changes in class dates or cancellations in writing or by calling the SAP On-Site Training Coordinator or the ESSG representative. Upon cancellation, the fees charged to Licensee for On-Site Training classes are based on projected instructor time, actual travel and living expenses, and any other applicable charges as stated in 5 (c) above. All cancellation fees will be applied to the SAP Preferred Card without premium benefit. EXAMPLE: Cancellation Fee is $10,000. 100% of the $10,000 is deducted from the Preferred Card. In the event of a change in class dates or a cancellation of a class by Licensee, SAP will assess the following fees:

Change or Cancellation Date Fee15 business days or more before the scheduled class No charge 6 to 14 business days before the scheduled class 50% of Training Costs 5 business days or less before the scheduled class 75% of Training Costs

6. SAP Education End-user Assessments. SAP Education End-user Assessments are fixed-price, 10-day and onsite to

determine the educational and performance support needs of the Licensee’s end users. The deliverable of the assessment is a Training and Performance Support Strategy Report that is specific to the Licensee’s requirements. Travel and living expenses will be applied to the preferred card and in accord with SAP’s then current practices without premium. Requests for these assessment engagements may be processed through SAP’s Educational Support Services Group (ESSG) or by contacting Licensee’s assigned Education Account Manager.

Accepted by: Accepted by: SAP Public Services, Inc. The County of Marin, California (SAP) (Licensee) By: By: Title: Title: Date: Date:

(Appendix __ SAP Preferred Card 04/04)

2