Modification Agreement Modifying Terms of the Agreement for Federal Land Valuation Modet ‘This Modification Agreement modifies the terms of the agreement executed on or about February 8, 2019 by the Commission on Federalism and Geomancer, Inc, relating to a federal land valuation model to be developed, provided, and maintained by Geomancer, Inc, as follows: DEFINITIONS: In addition to the meaning of terms as used or defined in the AGREEMENT, the following terms have the meaning indicated for purposes of this Modification Agreement: ‘a. “Federalism Commission” means the Federalism Commission, created in Utah Code Section 63C-4a-302. b, “Modification Agreement” means this four-page document and all provisions contained in this document, including the provisions appearing under the headings of “Definitions” and “Recitals.” ‘Any term in this Modification Agreement appearing in all capitalization has the same meaning as defined in the Agreement for Federal Land Valuation Model, executed on or about February 8, 2019 between the Commission on Federalism and Geomancer, Inc. RECITALS: A. On or about February 8, 2019, the COMMISSION and GEOMANCER entered into the AGREEMENT. B. The statutory provisions establishing and governing the COMMISSION were modified by H.B. 387, Boards and Commissions Amendments, which passed during the 2019 General Session of the Utah Legislature, resulting in the COMMISSION ceasing to have separate existence as of May 14, 2019 and being combined with other commissions into the Federalism Commission. . Utah Code Subsection 63C-4a-302{7) authorizes the Federalism Commission, in its discretion, to elect to stucceed to the position of the COMMISSION under a contract that the COMMISSION is a party to, subject to applicable contractual provisions. D. On June 6, 2019, the Federalism Commission: i, passed a motion to succeed to the position of the COMMISSION under the AGREEMENT; and ii. passed a motion to authorize the chairs of the Federalism Commission to negotiate additional terms of the AGREEMENT with GEOMANCER to complete additional valuation work for the entire state of Utah and to execute a modification agreement on behalf of the Federalism Commission consistent with those negotiated terms. E. The potential additional funding referred to in Section 3.2 of the AGREEMENT has been made available for GEOMANCER to expand the use, functionality, and capabilities of the FEDERAL LAND Page Lof 4VALUATION MODEL to cover all FEDERAL LAND within all counties of the state of Utah, as described in Section 3.2 of the AGREEMENT, and for GEOMANCER to MAINTAIN the FEDERAL LAND VALUATION MODEL, as described in Section 3.3 of the AGREEMENT. F. By adopting this Modification Agreement, the Federalism Commission and GEOMANCER intend: i, to substitute the Federalism Commission in the place of, and to make the Federalism Commission the successor-in-interest to, the COMMISSION under the AGREEMENT; ii, to memorialize additional terms to govern work to be performed by GEOMANCER under the AGREEMENT; iil that GEOMANCER will continue to provide services under the AGREEMENT and this Modification Agreement, in accordance with the AGREEMENT and this Modification Agreement; and iv. that, except as expressly modified by this Modification Agreement, all terms and conditions of the AGREEMENT remain in effect. MODIFICATION OF AGREEMENT FOR FEDERAL LAND VALUATION MODEL: In consideration of the mutual covenants and promises contained in this Modification Agreement and the AGREEMENT and for other good and valuable consideration, the Federalism Commission and GEOMANCER agree as follows: 1. By the execution of this Modification Agreement, the Federalism Commission is substituted in the place of and becomes the successor-in-interest to the COMIMIISSION under the AGREEMENT. Any reference in the AGREEMENT to the COMMISSION, regardless of what terminology is used to refer to the COMMISSION, is hereby changed to refer instead to the Federalism Commission, 2. To the extent that the Federalism Commission's substitution in the place of or becoming the sUccessor-in-interest to the COMMISSION under the AGREEMENT may be considered an assignment to the Federalism Commission of the COMMISSION’s rights and obligations under the AGREEMENT, GEOMANCER hereby gives its consent to the assignment. 3. The AGREEMENT is hereby modified as provided in this Modification Agreement. Except as expressly modified in this Modification Agreement, all terms and conditions of the AGREEMENT remain in effect. 4, GEOMANCER shall continue to provide services to the Federalism Commission in accordance with the AGREEMENT and this Modification Agreement, and as otherwise directed by the Federalism Commission consistent with the AGREEMENT and this Modification Agreement. 5. As provided in Section 3.2 of the AGREEMENT, GEOMANCER shall expand the use, functionality, and capabilities of the FEDERAL LAND VALUATION MODEL to cover all FEDERAL LAND within all counties of the state of Utah. Page 2 of 46. Upon completion of a fully operational FEDERAL LAND VALUATION MODEL, GEOMANCER shall MAINTAIN the FEDERAL LAND VALUATION MODEL, as specified in Section 3.3 of the AGREEMENT. 7. As directed by the chairs of the Federalism Commission, GEOMANCER shall provide progress reports to the Federalism Commission or its chairs on GEOMANCER’s work under the AGREEMENT and shall provide a demonstration of the functionality and capabilities of the FEDERAL LAND VALUATION MODEL as GEOMANCER makes progress toward completion of a fully operational FEDERAL LAND VALUATION MODEL covering all FEDERAL LAND within all counties of the state of Utah. 8 GEOMANCER shall provide access to the FEDERAL LAND VALUATION MODEL for up to 50 users, identified by the Federalism Commission or its chairs. Those users may include members of the Federalism Commission, Utah legislators, legislative staff, and specified executive branch individuals working with the Federalism Commission or the Utah Legislature on issues relating to the valuation of federal lands. GEOMANCER shall provide instructions to those users about establishing a user name and password in order to gain access to the FEDERAL LAND ‘VALUATION MODEL and shall provide training to those users to enable the users to access and make effective use of the FEDERAL LAND VALUATION MODEL. 9. In addition to the amount paid to GEOMANCER under Section 4.1 of the AGREEMENT, the Federalism Commission shall pay GEOMANCER as follows’ a. $300,000, within 30 days after the Federalism Commission receives an invoice for that amount from GEOMANCER for work GEOMANCER has performed on the FEDERAL LAND. VALUATION MODEL; b, $300,000 within 30 days after the Federalism Commission recelves an Invoice for that amount from GEOMANCER, following a demonstration by GEOMANCER to the Federalism Commission of the FEDERAL LAND VALUATION MODEL that demonstrates that the FEDERAL LAND VALUATION MODEL is fully operational and complete in terms of its use, functionality, and capabilities for valuing all FEDERAL LAND within all counties of the state of Utah; and ¢. $5,000 at the end of each quarter for the five-year period referred to in Section 3.3 of the AGREEMENT, within 30 days after the Federalism Commission receives an invoice for that amount from GEOMANCER, as GEOMANCER fulfills its obligation to MAINTAIN the FEDERAL LAND VALUATION MODEL duting that five-year period, as provided in Section 3.3 of the AGREEMENT. Page 3 of 4By signing below, the Federalism Commission and GEOMANCER agree to the terms of this Modification Agreement, which becomes effective the date of the latest signature below. Federalism Commission Geomancer, inc. Dat 82, of) Date:_ Avev8T 14" 2014 Page 4 of 4