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Home My WebLink About20152711.tiffrf r .ct d G 3 • j TO: Esther Gesick, Clerk to the Board Aug 29, 2019 FROM: Ryan Rose, Chief Information Officer te2r:'SUBJECT: Bentley Bentley provides software to Weld County. The software is used by the Public Works department engineers. Due to the increasing number of engineers, Public Works has idenetified the need for additional licenses. The attached agreement between the Board of County Commissioners and Bentley is for the purchase of these licenses. The requested amount is $6,794.97. The agreement was approved by Legal and Jay McDonald. We ask that the BOCC approve the agreement as submitted. /2,e/ n9241 t dci/ d k/ j1 1 (51) q- Il-1 r 00 k cY=-1 1 t aere °CC?' OA 0 PASS -AROUND TITLE: Bentley COUNTY C IMIF NE PASS -AROUND REVIEW DEPARTMENT: information Tec hno L ogy PERSON REQUESM : R se ATE: 8/26/ 9 Brief deseripti£ . af tte pro W amSissue: Bentley provides software to Weld County for Public Works functions. The software is used by the Public Works department engineers. Due to increasing number of engineers, Public Works has identified the need for additional licenses. hat options exist ft de consequences, impacts, costs„ etc„ o optic s): This provider specializes in selling and supporting this software. Options for the Board are to either approve this purchase or hold off on approving it Recommend 4 t . This agreement was reviewed by Legal The cost was not budgeted for in fiscal 2119, however, was reviewed and approved by Jay McDonald. We recommend the Board approve the request for $6,79 .97 Sean P. Conway Mike Freeman, ProWTem Scott K. James Barbara Kirkmeyer, Chair Steve Moreno Approve Recommendation _Dar Schedule Work Session Other/Comments: Karla Ford giVIICOMWMilltargintrEil From: Sent: To: Subject: Sean Conway Tuesday, August 27, 2O19 4:00 PM Karla Ford Re: IT Pass -Around - Bently Software Karla - Approve staff recommendation. Sean Sent from my iPhone On Aug 27, 2O19, at 1O:38 AM, Karla Ford <kford@weldgov,c� > wrote: Please advise if you approve recommendation on the attached pass -around. Thank you! Karla Ford g Office Manager, Board of Weld County Commissioners 1150 O Street, P.O. Box 758, Greeley, Colorado 80632 :: 970.336-7204 kllor d c@weldgov.cor :: www.weidgov.com My working hours are Monday -Thursday 7:OOa.m.-4;OO pets. Friday 7:00a.m. - Noon <image0O1.1pg> Confidentiality Notice: This electronic transmission and any attached documents or other writings ore intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please Immediately notify sender by return e-mail and destroy the commun/caf/on. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: CM1O3-0555O@co,weid.co.us <CM1O3-0555O@co.weld.co.us> t — a.. T. ... - ... - A . . w. ....i. P'7 "% not • ➢ 4 fl. flt A ft 4 .1c01ta I UC3Ucay, t%U6uJL tiM0VI To: Karla Ford <kfard@weldgov.com> Subject: Attached Image <1110_001. pdf> 1 Advancing Infrastructure Quotation Date: Quotation Valid Until Date: Customer ID: Ship -To: Tel No: Fax No; E; Jul 29, 2019 Aug 28, 2019 4076308 Weld County Information Services Information Technology 1401 N. 17th Avenue Greeley CO 80631 United States +1 970-304-65706570 +1 970-304-65726572 Quotation Quote Number: Number of Pages: Bill -To: Tel No: Fax No: 95281 1/3 Weld County Information Services Information Technology 1401 N. 17th Avenue Greeley CO 80631 United States +1 970-304-65706570 +1 970-304-65726572 If your organization is a subscriber to Bentley SELECT, the pricing listed on this page of the quote is prorated to the end of your current billing cycle. If applicable, future invoices will be generated based on the billing cycle shown on the following pages. The total from this first section of the quote is your immediate purchase value. Products No. 10 20 30 Part # I Description 10007508 - Bentley SewerGEMS 250 Pipes Perp Lic 10003201 - Bentley SewerGEMS 250 Pipes SELECT Sub Subscription Period 29 Aug 2019 Through 30 Sep 2019 Qty. 1 Gross Value Discount Net Price Unit Pricing 6,155.00 USD -2,000.00 USD 4,155.00 USD 10007391 - Bentley FlowMaster Perpetual License 1 1 Gross Value Discount Net Price Gross Value Discount Net Price 131.29 USD 0.00 USD 131.29 USD 1,320.00 USD -185.00 USD 1,135.00 USD Total 4,155.00 USD:1 131,29 USD 1,135.00 USD 10002831 - OpenFlows FiowMaster SELECT Subscription 40 Subscription Period 29 Aug 2019 Through L_____ 30 Sep 2019 1 Gross Value Discount Net Price 28.18 USD 0.00 USD 28.18 USD Total •:f Immediate Purchase: Grand Total o₹ Quot Alb (over life , f contract) : 28.18 USD itASAI 5,449.47 USD 6,794.97 USD Prices shown on this quotation are not inclusive of applicable taxes. Applicable taxes will be included on invoices. If you account is exempt from standard taxes, please provide supporting documentation with your order. Bentley Systems, Incorporated, 685 Stockton Drive / Exton PA 19341 / US Phone:+1 800-236-8539 Fax:+1 610-458-2779 Email:bac c@bentley,com www.bentley..com tt Advancing Infrastructure Quotation Date: Jul 29, 2019 Quotation Valid Until Date: Aug 28, 2019 Customer ID: 4076308 Quotation Quote Number: Number of Pages: 95281 2/3 Billing Cycles Part # r Description Qty. Unit Pricing Total 10003201 - Bentley SewerGEMS 250 Pipes SELECT Sub Subscription Period 01 Oct 2019 Through 31 Dec 2019 1 Gross Value Discount Net Price 369.25 USD 0.00 USD 369.25 USD 369.25 USD 10003201 - Bentley SewerGEMS 250 Pipes SELECT Sub Subscription Period 01 Jan 2020 Through 31 Mar 2020 1000320/ - Bentley SewerGEMS 250 Pipes SELECT Sub Subscription Period 01 Apr 2020 Through 30 Jun 2020 1000283 1- OpenFlows FlowMaster SELECT Subscription Subscription Period 01 Oct 2019 Through 31_ Dec 2019 10002831 - OpenFlows FlowMaster SELECT Subscription Subscription Period 01 Jan 2020 Through 31 Mar 2020 1 Gross Value Discount Net Price 369.25 USD 0.00 USD 369.25 USD 369.25 USD 1 Gross Value Discount Net Price 369.25 USD 0.00 USD 369.25 USD 369.25 USD Gross Value I Discount Net Price Gross Value 1 Discount Net Price 10002831 - OpenFlows FlowMaster SELECT Subscription Subscription Period 01 Apr 2020 Through 30 Jun 2020 1 Gross Value Discount Net Price 79.25 USD 0.00 USD 79.25 USD 79.25 USD 79.25 USD 0.00 USD 79.25 USD 7925 USD 0.00 USD 79.25 USD 79.25 USD 79.25 USD Subscriptions Sub Total: Grand Total of Quote (over ilk of contract): 1,345.50 USD 6,794.97 'SD Bentley Systems, Incorporated, 685 Stockton Drive / Exton PA 19341 / US Phone:+1 800-236-8539 bac@bentleytom www.bentley.com Fax:+1 610-458-2779 Directors: f3Efltt y (6) Advancing Infrastructure Quotation Date: Quotation Valid Until Date: Customer ID: Jul 29, 2019 Aug 28, 2019 4076308 Quotation Quote Number: Number of Pages: 95281 3/3 Export Control: You acknowledge that these commodities, technology or software are subject to the export control laws, rules, regulations, restrictions and national security controls of the United States and other agencies or authorities based outside of the United States (the 'Export Controls"). You must not export, re-export or transfer, whether directly or indirectly, the commodities, technology or software, or any portion thereof, or any system containing such commodities, technology or software or portion thereof, without first corn plying strictly and fully with all Export Controls that may be imposed on them. The countries subject to restriction by action of the United States Government or any other governmental agency or authority based outside of the United States, are subject to change, and it is your responsibility to comply with the applicable United States Government requirements, or those of any other govern mental agency or authority based outside of the United States, as they may be amended from time to time. For additional Information, see http://www.bis.doc.gov Bentley is subject to the United States Department of the Treasury Office of Foreign Assets Control (OFAC) Sanctions Programs regulations. Those regulations require Bentley not engage in transactions (1) with designated persons and entities set forth on OFAC's Specially Designated Nationals List ("SDN List"), see http://www.treasury.gov/ofac/downloads/ctrylst.:xt or (2) where a customer intends to finance a purchase of Bentley software and/or technology through new debt or equity by or for entities identified on OFAC's Sectoral Sanctions Identifications List ("SSI List"), see http://www.treasury.gov/ofac/downloads/ssitssi_ctryls.txt. Accordingly, Bentley will not engage in such transactions. Note: Pricing is only applicable to the products and quantities contained within this quote and may not be applied to a subset of the quotation. If you are a SELECT Subscriber, the terms of your SELECT Program Agreement shall apply to any purchases made pursuant to this quote. Any additional or different terms or conditions appearing on your purchase order, even if Bentley acknowledges such terms and conditions, shall not be binding on the parties unless both parties agree in a separate written agreement. Your payment term shall be: 30 days net If you would like us to bill this quote against a Purchase Order, please indicate the purchase order number below and attach a copy with your acceptance of this quote. Please bill against PO N# Purchase Order is not required. We will accept Bentley's invoice on the basis of this signed quote_ Agreed and accepted by: Barbara Kirkmeyer (Subscriber's Signatur- (Subscriber's Name) Chair, Board of Weld County Commissioners SFP 11 2022. (Title) (Date) Bentley Contact: Name: Joel Johnson Phone: +16104585000 Fax: Bentley Systems, Incorporated, 685 Stockton Drive / Exton PA. 19341 / US Phone:+1 800-236-8539 Fax:+1 610-458-2779 Ernail:bac@bentley.com www.bentley.com 010/5-- arm I3enttej Sustaining Infrastructure July 29, 2019 Weld County Information Services Information Technology Attn: IT 1401 N. 17th Avenue. Greeley, CO 80631 Re: Confirmation of Perpetual License Rights to Bentley Products Dear IT Administrator: BENTLEY SYSTEMS, INCORPORATED 685 Stockton Drive Exton, Pennsylvania 19341-1151 T +1 610-458-5000 F +1 610-458-1060 www.bentley.com This letter shall serve to confirm our agreement that Appendix.A hereto constitutes a complete and accurate listing of all perpetual licenses to Bentley Products held by Weld County Information Sevices Information Technology ("Subscriber") as of the date first set forth above (the "Coj flrmlation Date"). Subscriber hereby waives any rights to any perpetual license to a Bentley Product that may have been acquired by Subscriber prior to the Confirmation Date, but is not listed on Appendix A. Bentley acknowledges that after the Confirmation Date, Subscriber may become the holder of additional perpetual licenses to Bentley Products by reason of: (1) Subscriber's acquisition of additional Bentley Product licenses, (2) Subscriber's acquisition of companies that hold Bentley Product licenses, or (3) Bentley's acquisition of third party companies from whom Subscriber licenses a software product ("Subsequently Acquired Licenses"). Bentley will recognize, in accordance with Bentley's standard commercial practices, Subscriber's rights to any such Subsequently Acquired Licenses. Very truly yours, S. I. ?. tii'f eil ig26!20B ) James Kaiser Acknowledged and agreed by Subscriber: Vice President f Signature Bentley Systems, Incorporated Weld County IS IT Barbara Kirkmeyer Print or Type Name B0CC Chair Title n.. Date CLA#10415929 Pagel of do /6 � iii Sustaining Infrastructure BENTLEY SYSTEMS, INCORPORATED 685 Stockton Drive Exton, Pennsylvania 19344-1151 T +1 610-458-5000 F +1 610-458-1060 Weld County Information Services Information Technology., Site ID 4076308 IT Billing, Contact ID 1006329385 billing.IT@WELDGGV,COM Appendix A July 29, 20:19 = Product Name Site Location Site ID .t:ty, Greeley, CO 4076308 CulvertMaster 2 Greeley, CO 4076308 FlowMaster 2 Greeley, CO 4076308 OpenRoads Designer 1 Greeley, CO 4076308 SewerGEMS 250 pipes 1 Weld County IS IT CLA#10415929 Page 2 of 2 nflev Quotation Final Audit Report B Created: 2019-08--26 By: Joel Johnson (Joel.johnson@bentley.com) Status: Signed Transaction ID: CBJCHBCAABAsADPZpy3HgCP5NnbWel-fCwmO7gM-nO-Kn "Bentley Gucsttton d Lice S Cs;ntrz:sI 2019-08-26 C Tree History Document created by Joel Johnson (joel.johnson a@bentley.com) 2019-08-26 - 3:42:53 PM GMT- IP address: 174.49.167.187 t4 Document emailed to James Kaiser (james.kaiser@bentley.com) for signature 2019-08-26 a 3:43:39 PM GMT j Document e -signed by James Kaiser (james.kaiser a@bentley.com) Signature Date: 2019-08-26 - 4:24:53 PM GMT - Time Source: server- IP address: 64.90.224.37 Signed document emailed to Joel Johnson (joeLjohnson@bentley.com) and James Kaiser (james.kaiser a@bentley.com) 2019-08-26 - 4:24:53 PM GMT eN^• m f3entte Advancing t►liwtUuctuwc• Adobe Sign Eat Name BENTLEY TLEY TE S.:INC Contract Name* :NT EY LICENSES Contract Status CTB REVIEW Contract: Description* EXPAND ND BE TLEY. LICENSES Contract Descri tion2 Contract Typ AGREEMENT Amount* 794.97 Renewable:* YES AU`:>r:tkk: Renewal Fart A if this is a renewal enter prvI it this is pat Department INFORMATION TECHNOLOGY rIS Dee t Email CM- InformationTechnolo 3r eldgovecOM Department Head Email CM-InitimationTechnolo, OeptH d@wel gov.com County ,t :o ey GENERAL COUNTY ATTORNEY EMAIL lL County Attorney Email C - O Y, .TT •R:.: Y .WE.L D G'O .t.C P us ,:act HD of enter r . Contract Note: the Previous Contract Num On Ease Effieive Date Termination° ice Period ID tier and Master Send :.. New Erni ContractD 3110 Contract ct Lead* r� p.^� a.:a Zr ₹ a . U' S Y r# R�i��`�. Contract Lead Emai mtr 1 w.., ca.w�eldkC ..US. Requested BOCC Agenda Date* 0 1U120 r,R Parent tr t ID Requires YES Board Approval Department ProjectI' Due Date -Will a. work session with BOCC : requiredr NO Does Contract -require: NO ices .Agreement Number Review Mite* 0710112020 Committed ChaliVel Date lould be Purchasing .D. td. to be: included? ft blank if those contracts are not in Renewal :t:. 08/3112020 �: ration Date Contact law Contact mation: Purc Contact Name hasing Purchasing Aprover CONSENT Approval Process Department Head RYAN AN :R ROSE DE1 Approved 09/0612019 Date Final Approval CC Approved BOCC Signed Dare CC Agenda Date 09/1)20 Originator t TR.US OW Submit Contact Type Contact Ernai Finance Approver CONSENT Contact Phone I Contact Phone. 2 Purchasing Approved Date 09/0612019 Finance Approved Date 09/06)2019 Tyler Ref AG 091119 Legal Counsel CONSENT Legal Counse 09/0612019 Approved Date MEMORANDUM TO: Esther Gesick, Clerk to the Board Nov 1, 2017 FROM: Ryan Rose, Chief Information Officer Rf2„, SUBJECT: Bentley License Subscription Renewal Bentley provides licenses and support for their design software that is used by Weld County's Public Works Department for infrastructure design. This agreement, which has been reviewed by legal, is to renew their subscription. This agreement is in effect through 6/30/2018. The requested annual cost is $3,043, which is an annual reduction from $7,290 due to a reduction in the number of licenses required by Public Works. We ask that the BOCC approve the contract agreement as submitted. 1 c R F13 BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW/ WORK SESSION REQUEST RE: Bentley Systems, Inc. Software License and Maintenance Renewal DATE: November 1, 2017 DEPARTMENT: Information Technology PERSON REQUESTING: Ryan Rose ��- Brief description of the problem/issue: Bentley Systems, Inc. provides software and services to Weld County. The software is used by the Public Works department for infrastructure design for the County. This agreement is to reduce the number of licenses and extend the license and support for the remaining licenses for an additional year. The cost has been accounted for in Public Work's budget. What options exist for the Board? (Include consequences, impacts, costs, etc. of options) Bentley Systems, Inc. specializes in this software. Recommendation: The agreement has been reviewed and approved by Legal. It is recommended that the BOCC approve the agreement for the one year period for a total of $3,043. Julie Cozad, Chair Sean P. Conway Mike Freeman Steve Moreno Barbara Kirkmeyer Approve Recoil rnendation Schedule Work Session Other/Comments: Bentley BENTLEY SYSTEMS, INCORPORATED SELECT PROGRAM AGREEMENT NORTH AMERICA Bentley SELECT" Bentley SELECT Agreement CLA Number 1041529 This SELECT Program Agreement (together with all exhibits and attachments hereto as in effect from time to time, the "Agreement") is made as of the Effective Date by and between Bentley Systems, Incorporated, a Delaware corporation with its principal office and place of business at 685 Stockton Drive, Exton, Pennsylvania 19341, and the subscriber identified below ("Subscriber"). All references herein to "Bentley" include Bentley Systems, Incorporated and its direct and indirect subsidiaries, including, without limitation subsidiaries created or acquired during the term hereof. Subscriber desires to enter into this Agreement to subscribe to the Bentley SELECT® Program ("SELECT Program") to acquire licensing privileges and services offered from time to time under the SELECT Program, all as more fully described in the lettered exhibits attached hereto. Subscriber, upon signing this Agreement, is bound by the terms of this Agreement and Exhibits A, B, C and F hereto. Subscriber shall be bound by any amended or supplemental exhibit provided by Bentley upon Subscriber's license or purchase of products or services to which such amended or supplemental exhibits apply. The lettered exhibits attached to this Agreement are incorporated herein and made a part of this Agreement, as such exhibits may be updated, amended and supplemented with additional exhibits from time to time upon thirty (30) days after delivery through electronic or other means to the Subscriber; provided, that as to particular products and services licensed or purchased hereunder, Subscriber shall be bound by the form of the exhibits in effect at the time the products or services are licensed or provided. Upon any renewal of this Agreement, the updated, amended or supplemented exhibits in effect at the time of such renewal, if any, shall he applicable to all licensing privileges and services under the SF,I.F,CI' Program provided from and after the date of such renewal. Notwithstanding the foregoing, unless Bentley and Subscriber agree otherwise by a writing duly executed by authorized representatives of the parties, no amendment or supplement to the exhibits to this Agreement after any perpetual license purchase shall limit or impair the rights of Subscriber under the perpetual license terms and conditions in effect at the time such license is acquired. For definitions of the capitalized terms used in this Agreement and the Exhibits hereto, see Section 1 of the General Terms and Conditions included as Exhibit B. The term of this Agreement is set forth in the General Terms and Conditions under the caption "Term; Termination." The terms of all Product licenses acquired hereunder shall be as set forth Exhibit A to this Agreement, and all Product licenses hereunder are subject to the termination provisions applicable to such licenses in Exhibit A to this Agreement and in the General Terms and Conditions. Subscribers may not use the licenses, services and other benefits provided under this Agreement for purposes of developing software applications for distribution outside of their organization or for providing end -user training on Bentley Products other than to internal end users. If your organization falls into either of the foregoing prohibited categories, then please contact Bentley about other programs that are better suited for your business. BY SIGNING BELOW, SUBSCRIBER ACKNOWLEDGES THAT, THROUGH ITS AUTHORIZED REPRESENTATIVES, IT HAS READ AND UNDERSTANDS THIS AGREEMENT (INCLUDING ALL ATTACHED EXHIBITS), AGREES TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN AND HAS THE AUTHORITY TO ENTER INTO THIS AGREEMENT. SUBSCRIBER IS NOT ENTERING INTO THIS AGREEMENT ON THE BASIS OF ANY REPRESENTATIONS NOT EXPRESSLY SET FORTH HEREIN. A FULLY EXECUTED COPY OF THIS AGREEMENT WILL BE RETURNED TO SUBSCRIBER AFTER THIS AGREEMENT IS APPROVED AND ACCEPTED BY BENTLEY. SIGNATURE BLOCK ON NEXT PAGE SEL002S20-3/0007 08/14 MODIFIED - Signature Block and Amendment (NAOU)(ENGLISH) BENTLEY SELECT PROGRAM AGREEMENT IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first stated below. BENTLEY SYSTEMS, INCORPORATED: Tony lerardo (Oct 30, 2017) By: Tony lerardo Vice President POSITION OF PERSON SIGNING Date: Oct 30, 2017 SUBSCRIBER,ddetif i ,4 ATTEST: Weld County Clerk to the Board BY: \ 1' "Q' e. CZ, . Deputy Clerk to the Board BOARD OF COUNTY COMMISSIONERS WELD CO U %TY, COLORA Julie Cozad, Chair Date: NOV 1 3 2(117 PPRO I AS TOSU.,y CE: at on I Ricer SEL002520-3/0007 08/14 Page 2 of 14 (NAOU)(ENGLISH) BENTLEY SELECT PROGRAM AGREEMENT SELECT Program Benefits Exhibit A Dated as of June 2014 1. General. Subscriber agrees to purchase SELECT Program coverage for all Bentley Products licensed by Subscriber. Bentley shall provide SELECT Program services to Subscriber for all Bentley Products licensed by Subscriber, subject to the provisions of this Agreement. Subscriber may complete and submit to Bentley a supplemental form referenced by Bentley as Attachment 1 ("Attachment 1"), and if completed Attachment I shall be incorporated into this Agreement, provided that (except with respect to the duration of the initial term of the Agreement) in the event of any inconsistency between this Agreement and Attachment 1, this Agreement shall control with respect to Subscriber's SELECT Program subscription. Any additional Bentley Products licensed by Subscriber during the term of this Agreement shall be added automatically to Subscriber's SELECT Program coverage hereunder and the additional SELECT Program Fees will be included in Subscriber's periodic invoices for SELECT Program services. 2. SELECT Support Services 2.01. Bentley may provide SELECT support services to Subscriber either directly or, at its discretion, through authorized Bentley Channel Partners. A Channel Partner's authorization may be limited to a particular Site or Sites. Subscriber acknowledges that Channel Partners are independent contractors of Bentley, and that there is no employer/employee relationship between Bentley and its Channel Partners. 2.02. Bentley shall provide Technical Support services to Subscriber, which includes telephone, facsimile, electronic mail, and Internet based support to assist Subscribers regarding the use of Bentley Products, Passports and services (however, not to include professional services, managed services or professional training services) and reasonable efforts to respond to technical inquiries within four hours during regular business hours. The telephone portion of Technical Support services will be available seven days a week, 24 hours per day, provided that after normal business hours at a Subscriber's regional support location, Subscriber may be required to contact another Bentley support center. 2.03. Bentley shall have no obligation to provide a response or other service hereunder if Subscriber's technical inquiry is caused by (a) incorporation or attachment of a feature, program, or device to a Product not approved or supplied by Bentley; (b) any nonconformance caused by accident, transportation, neglect, misuse, alteration, modification, or enhancement of a Product; (c) failure to provide a suitable installation environment; (d) use of the Product other than as described in its Documentation or as authorized under this Agreement; or (e) failure to incorporate any Update previously released by Bentley. Bentley shall offer SELECT support services for a given version of a Product, for at least twelve months, or until two Upgrades have been released by Bentley, whichever occurs first. 2.04. If Subscriber experiences a production -stopping anomaly, Bentley will use good faith efforts to create an appropriate solution and deliver it electronically, or through such other means as Bentley may choose in its sole discretion. 3. Upgrades, Updates, and Platform Exchanges 3.01 Subscriber shall have the right to receive, at no additional charge (other than shipping and handling, if applicable), Upgrades and Updates for each Product covered by the SELECT Program as such Upgrades and Updates become available. Subscriber shall also have the right to exchange, at no additional charge (other than shipping and handling, if applicable), a license for a Product (other than a Subscription License) covered by the SELECT Program on one platform for an equivalent license for such Product on another platform (a "Platform Exchange"). 3.02. Such Upgrade, Update, or Platform Exchange may be in downloadable electronic form, or any other means as Bentley may choose from time to time in its sole discretion. In order for Subscriber to be eligible to receive Upgrades, Updates, or Platform Exchanges, Bentley may require that Subscriber first return the Product (or component thereof, such as hardware lock or CD-ROM) subject to the Upgrade, Update, or Platform Exchange directly to Bentley. 3.03. If Subscriber receives an Upgrade and uses such Upgrade then Subscriber's aggregate use of the Upgrade and the original Product subject to such Upgrade may not exceed the number of licenses purchased for such Product. If Subscriber receives a Platform Exchange then Subscriber must immediately cease using the original Product subject to such Platform Exchange. 4. Online SELECT. 4.01. Bentley may, from time to time, offer Subscriber services, including, but not limited to, certain software fulfillment, support, social media, and training services, to its SELECT subscribers via the intemet, or through technology developed in the future (collectively "Online SELECT"). Subscriber may only use an Online SELECT service in accordance with and subject to this Agreement, and any terms of use for the applicable Online SELECT service, which terms supplement this Agreement. In the event of a conflict with any Online SELECT service terms of use, the terms of this Agreement shall control. 4.02. Bentley shall have the sole right to control the format, content, delivery and all other aspects of Online SELECT. Bentley specifically reserves the right at any time to modify the information provided through Online SELECT, discontinue any portion of Online SELECT, or terminate any Online SELECT service altogether without providing Subscriber any prior notice. 5. Product Licensing 5.01. General. (a) Existing Licenses. Bentley and Subscriber agree that the terms of this Agreement shall amend and supplement all license agreements existing as of the Effective Date for Products (including prior versions thereof). In the event of a conflict between the terms of any license agreements existing as of the Effective Date for Products and the terms of this Agreement, the terms of this Agreement shall control until termination of this Agreement, whereupon, with respect to any perpetually licensed Products, the terms of the license agreement provided with the Product upon its delivery to Subscriber shall govern Subscriber's use of any such Product. (b) Future Licenses. In the event that Subscriber licenses a copy of a Product, Subscriber's use of such Product shall be governed by the terms of the license agreement provided with the Product upon its delivery to Subscriber, as amended or supplemented by the terms of this Agreement in effect at the time of such licensing. Subscriber hereby agrees that its downloading or use of any Products delivered to it shall constitute Subscriber's acceptance of the license agreement terms provided with the Product upon its delivery to Subscriber. In the event of a conflict between the terms of the license agreement provided with a Product upon its delivery to Subscriber and the terms of this Agreement in effect at the time such Product is purchased, the terms of this Agreement in effect at the time such Product is purchased shall control for the term of this Agreement. However, with respect to any perpetually licensed Product, upon any termination of this Agreement the terms and conditions of the license agreement SE1002520-3/0007 08/14 (NAOU)(ENGLISH) Page 3 of 14 BENTLEY SELECT PROGRAM AGREEMENT SELECT Program Benefits Exhibit A Dated as of June 2014 provided with the Product upon its delivery to Subscriber shall govern Subscriber's use of the Product. (c) No Transfers. Subject to Section 8.01 of Exhibit B, Subscriber shall not sell, transfer, assign, grant a security interest in, sublicense, loan, lease or rent any of its rights under its licenses to use Bentley Products without the prior written consent of Bentley. If consent is given by Bentley; Subscriber may permanently transfer a license to another end user, provided all software and related documentation and media covered by such license are transferred to the transferee end user and the Subscriber does not retain any copies thereof, and provided further that the transferee end user agrees in writing with Bentley to cover all of its licensed Products under the SELECT Program and be bound by the terms of the license agreement then in effect for such Product. 5.02. Licensing Programs. Unless otherwise specifically set forth herein, Bentley Products are licensed on a per Device basis as set forth in the applicable end user license that ships with the Bentley Product. The following licensing programs are not available for all Products; please check Online SELECT to see which Products are Eligible Products for the respective licensing programs. Bentley reserves the right to add or remove any Product from eligibility for licensing under the following programs. Bentley reserves the right to discontinue any of its licensing programs at any time, without notice to Subscriber. However, until renewal or termination of this Agreement, such termination of any licensing program shall not affect the licenses for Products previously granted pursuant to such terminated licensing program. For purposes of clarity, all licenses previously granted pursuant to a terminated licensing program shall terminate upon the renewal or termination of this Agreement. (a) Pooled Licensing. Bentley hereby grants to Subscriber a limited non -transferable non-exclusive right to use Eligible Products for Production Use only on multi-user computer networks, and to install a licensed Product on more than one computer or hard disk. Subscriber shall allow the management and monitoring of pooled licensing usage by SELECTservices. Subscriber acknowledges that the continuing operation of Bentley Products under pooled licensing is predicated upon Usage Data communications between Bentley Products and SELECTservices. Subscriber hereby agrees not to interfere with the transmission to Bentley of accurate Usage Data by installed Products. In the alternative, upon Bentley's consent, Subscriber may install and implement Bentley's SELECTserver or such other Bentley licensing technology as may be required by Bentley from time to time to monitor usage. Subscriber agrees and acknowledges that, in such instance, Bentley's SELECTserver will from time to time transmit to Bentley the Usage Data files generated by SELECTserver or such other Bentley licensing technology. Subscriber agrees to allow the above transmission to Bentley. Bentley shall establish time intervals and measure the number of unique Devices on which Subscriber Uses each Product per Site per interval ("Pooled Usage"). The interval over which Pooled Usage is measured is subject to change and may vary per Eligible Product, as well as other criteria. Further information on the duration of intervals and measurement of Pooled Usage for Eligible Products is published via Online SELECT. SELECT Program coverage of licensed Products entitles Subscriber to Pooled Usage in each interval at each Site up to the number of copies of such Product for which Subscriber has licenses at such Site. For purposes of clarity, the right to pool licenses of Products granted to Subscriber pursuant to this Section 5.02(a) of Exhibit A shall terminate in the event of any termination or non -renewal of this Agreement, notwithstanding that the subject Products may be licensed on a perpetual basis. (b) Quarterly Term Licenses. If, during a calendar quarter, the number of unique Devices at a Subscriber Site that utilize a Product in any interval exceeds the number of copies of such Product for which Subscriber has licenses at the Site ("Excess Use"), Bentley may grant Subscriber retroactive licenses to cover Excess Use ("Quarterly. Term Licenses") and invoice Subscriber fees per Site and per licensed Product for the peak amount of such Excess Use ("Quarterly Term License Fees"), where such Quarterly Term Licenses shall be effective upon Subscriber's payment of the Quarterly Term License Fees only. Quarterly Term License Fees shall be those in effect as of the start of the calendar quarter to which they apply, as calculated and published by Bentley via Online SELECT. In the event Subscriber fails to pay Quarterly Term License Fees, Bentley may, in addition to exercising any rights provided in Section 7.02 of Exhibit B of this Agreement, i) take technical measures aimed at restricting Subscriber's capacity to engage in Excess Use and/or ii) discontinue Subscriber's grant of the right to pooled licensing pursuant to Section 5.02(a) of Exhibit A of this Agreement. (c) SELECT Open Access. Subscriber may, upon Bentley's approval, be allowed to participate in Bentley's SELECT Open Access program ("SELECT Open Access"). The Use of Products under SELECT Open Access requires SELECTservices and is otherwise subject to the monitoring and measuring applicable to pooled licensing as provided in Section 5.02(a) of Exhibit A. SELECT Open Access benefits include (i) a non-exclusive, limited, revocable, non -transferable, non -assignable license to install and use for Production Use only any Eligible Products, even those for which Subscriber has not otherwise licensed any copies of such Eligible Product and (ii) User access to on -demand and virtual classroom training, as made available by Bentley under the Bentley LEARN Program, corresponding per Product to the amount of Subscriber's SELECT Open Access Use (as defined below). Bentley shall, at the end of each calendar quarter, invoice Subscriber Quarterly Term License Fees for the peak amount of Subscriber's Pooled Usage during the quarter on a per Site per Product basis, including Excess Use of separately licensed Products ("SELECT Open Access Use"). Quarterly Term License Fees for SELECT Open Access Use shall be those in effect as of the start of the calendar quarter to which they apply, as calculated and published by Bentley via Online SELECT. By participating in SELECT Open Access, Subscriber hereby agrees to pay Quarterly Term License Fees for all Use of Products hereby granted, such amount, in respect of any separately licensed Products, being limited to Excess Use only. (d) Portfolio Balancing. (1) At least thirty (30) days prior to each anniversary of any renewal of the term of this Agreement pursuant to Section 7.01 of Exhibit B, Subscriber may, upon Bentley's approval and under the terms set forth herein, request Portfolio Balancing ("Portfolio Balancing"). Portfolio Balancing allows Subscriber to exchange Eligible Product licenses Subscriber has purchased from Bentley for use on a perpetual basis ("Perpetual Licenses") for licenses for SEL002520-3/0007 08/14 (NA0U)(ENGLISH) Page 4 of 14 BENTLEY SELECT PROGRAM AGREEMENT SELECT Program Benefits Exhibit A Dated as of June 2014 (e) other Eligible Products in substitution for a Perpetual License ("Exchanged Portfolio Licenses") for use at the Site of the Perpetual Licenses under the terms of Section 6.01 of Exhibit A. (2) Subscriber may exchange Perpetual Licenses for Exchanged Portfolio Licenses having a total aggregate value based on the list price in effect as published by Bentley in the Country of use for perpetual license of a Product ("Current License Price") that is equal to or less than the total aggregate value based on the Current License Prices for the Perpetual Licenses. Upon exchange, license rights granted by Bentley to Subscriber in respect of the Perpetual Licenses shall cease, and license rights in respect of the Exchanged Portfolio Licenses shall commence for an initial term of twelve (12) months, with by -default automatic requests for renewals of like terms to follow, unless Subscriber notifies Bentley of its election not to request a renewal term. Notwithstanding the above, upon termination of this Agreement or the Portfolio Balancing licensing program any Exchanged Portfolio License granted to Subscriber shall terminate and Subscriber's right to use Perpetual Licenses shall be reinstated. To be eligible to participate, Subscriber must be current on all outstanding invoices for amounts owed to Bentley. 5.02(g) of Exhibit A, a limited non -transferable non-exclusive right to create, using Online SELECT (following the registration requirements published on Online SELECT), one (1) copy per Site of each Eligible Product solely for Evaluation Use of such Product, provided that Subscriber shall have no right to create evaluation copies of Products previously licensed by Subscriber. The duration of use of an evaluation copy shall not exceed thirty (30) days, and Bentley may provide the Product with a mechanism that will cause the Product to time out or expire after thirty (30) days. Upon the earlier of the conclusion of such (30) day evaluation period or the termination of this Agreement, Subscriber shall destroy all copies of Products created for evaluation hereunder and, upon request by Bentley, certify such destruction in writing. (h) Documentation. Bentley may, in association with Products, Passports or Cloud Offerings, make certain Documentation available to Subscriber. Documentation is Bentley Proprietary Information. Bentley hereby grants to Subscriber a limited non- transferable non-exclusive license to use such Documentation in support of Production Use. 6. Subscriptions. No -Charge Licenses. Subscriber is hereby entitled on a non- exclusive basis, without payment of license fees but otherwise subject to the terms of this Agreement, to create Production Use copies, for use only by Subscriber, of certain Eligible Products made available by Bentley from time to time and which are designated by Bentley as no -charge software. Subscriber is entitled to redistribute such Products, which are designated by Bentley as available for such redistribution, in machine readable 6.01. form to third parties to which Subscriber distributes its Bentley Products files; provided that Subscriber procures each such third party's agreement not to further redistribute such Products. Unless Bentley specifically authorizes otherwise in writing, such free licenses granted or redistributed hereunder will expire upon termination of this Agreement. (t) Home Usc Licenses. Unless Subscriber notifies Bentley in writing that Subscriber's employees shall not be entitled to obtain home use editions of a Product, Bentley will distribute upon an employee's request made through Subscriber's site administrator, and permit Subscriber's employees to use, without charge, home use editions of certain Products (for which such editions are available, as designated on Online SE.I.F.CT) in accordance with the terms set forth in the license agreement provided with such home use edition of a Product, as amended and supplemented by this Agreement. Restrictions on home use licenses include the following: home use licenses are not permitted to be used for Production Use or any commercial use, including training; home use licenses are not for use in Subscriber's offices; home use licenses may not be stored on any electronic media; home use licenses must be permitted in Subscriber's jurisdiction. The total number of home use editions available to Subscriber's employees may not exceed the number of Subscriber's Product licenses to which the home use editions relate. Home use editions of Products are ineligible for Technical Support even if Subscriber has purchased SELECT Program services. Subscriber shall not be responsible for ensuring compliance by its employees with the Bentley home use license, nor shall Subscriber be liable for any breaches of such license by its employees. Such home use licenses granted hereunder will expire upon termination of this Agreement. (g) Evaluation of Products. Bentley hereby grants to Subscriber, subject to its compliance with the procedures of this Section Bentley makes available for purchase by Subscriber certain services and Product licenses for a specified term only ("Subscription", such term being the "Subscription Term"). Subscriber's use of such Products and services under Subscription shall be governed by the terms of this Agreement, including, as applicable, Section 5.01 of Exhibit A. Subject to Section 6.02(c), Bentley will invoice Subscription Fees based on the fees charged by Bentley for such Subscription as of the start of the Subscription Term. Subscription Licenses. (a) Subscriber may, upon Bentley's approval, purchase Subscriptions to license Eligible Products in advance of Use (a "Subscription License"). A Subscription License entitles Subscriber to license rights in a Product for Production Use, in Object Code form and within a Country. To be eligible to participate, Subscriber must be current on all outstanding invoices for amounts owed to Bentley. Some Subscription Licenses require participation in SELECT Open Access. (b) Subscriber recognizes that the Products licensed under a Subscription License are provided to Subscriber for use only for the applicable Subscription Term or any renewal term.. In no event will a Subscription License continue beyond the expiration or earlier termination of the SELECT Agreement under which it is granted. Subscriber recognizes that Subscription Licenses may he delivered to Subscriber with embedded Time Clocks. Subscriber agrees that Time Clocks are not considered a defect of such Subscription Licenses and releases Bentley from any and all claims, however characterized, arising from or related to Time Clocks or their operation. Subscriber may not remove or evade Time Clocks. (c) In the event of any inconsistency between this Section 6.01 of Exhibit A and any other Section or Exhibit of this Agreement, or between this Section 6.01 of Exhibit A and the terms and conditions in the license agreement provided with any Product that is the subject of a Subscription License, this Section 6.01 of Exhibit A shall control with respect to Subscription Licenses. (d) If a Subscription is designated as automatically renewing by Bentley, the Subscription Term (and each successive term) shall automatically renew at its expiration for a successive term of equal length unless either party gives notice of its election not to SEL002520-3/0007 08/14 (NAOU)(ENGLISH) Page 5 of 14 BENTLEY SELECT PROGRAM AGREEMENT SELECT Program Benefits Exhibit A Dated as of June 2014 renew the Subscription Term at least thirty (30) days prior to the expiration of the then current term. 6.02. Passports. (a) A Passport ("Passport") is a Subscription granting rights and benefits to a specific named User. The Subscription Term for a Passport is the twelve month term described in Section 7.01 of Exhibit B of this Agreement. Subscriber may purchase incremental Passports and assign such Passports to Users at any time during the Subscription Term. Passports are non- transferrable and cannot be pooled or shared among Users. Passports shall automatically renew on the anniversary of the Effective Date, unless Subscriber evidences to Bentley, with at least thirty (30) days' notice, that Subscriber has revoked the prior assignment of a Passport to a particular named User. (b) Subscriber shall allow the management and monitoring of Passport assignment and usage, and Server Product usage, through SELECTservices. Subscriber acknowledges that the continuing availability of Passports to Users may be predicated upon communications with SELECTscrvices. The total number of Passports counted as assigned by Subscriber during a Subscription Term shall comprise, in addition to any renewing Passports, the number of new Passports so purchased or assigned, including each unique new User recorded in Subscriber's SELECTservices Usage Data files pursuant to this Section 6.02(c), during the Subscription Term. (c) Subscriber shall pay to Bentley Subscription Fees for each Passport purchased or assigned by Subscriber as of the start of the Subscription Term. Bentley may also invoice Subscription Fees for any additional Passports purchased or assigned by Subscriber during the Subscription Term. For Passports purchased or assigned after the start of a Subscription Term, the Subscription Fees shall be those as published by Bentley as of the date Subscriber purchases or assigns such Passports. (d) Bentley offers Passports granting license rights and access to services. These Passports include the right for an authorized User to run Passport -enabled offerings (including Eligible Products and other client applications and mobile apps) and to connect to and access information and collaborate on an unlimited number of projects, whether those projects are hosted i) on a Server Product deployed behind Subscriber's firewall, ii) on a Server Product licensed by an extemal organization, or iii) by Bentley as a cloud -based service. The parties acknowledge and agree that an External User may be permitted to access Server Products licensed by Subscriber using such a Passport owned by that External User. (e) Bentley further offers Visas ("Visas"), which are Subscriptions granting a User with a Passport the right to access specified incremental services during the Subscription Term of the Passport. A list of available Bentley Visas may be found on Online SELECT. 6.03. SELECTservices. Subject to the terms of this Agreement, Subscriber may, upon Bentley's approval, and at no charge, be granted a Subscription to SF1,F.CTservices to monitor and manage Subscriber's use of Bentley Products and Passports. In the altemative, upon Bentley's approval, Subscriber may receive a Subscription License for Bentley's SELECTserver Product (or such other server -based license management technology that Bentley may offer). The terms of Subscriber's use of the SELECTserver Pmduct shall be as set forth in the license agreement provided with the SELECTserver Product, as such terms are amended or supplemented in this Agreement. 7. SELECT' Program Fees 7.01. Subscriber shall pay to Bentley the applicable SELECT Program Fee in effect for each Product licensed as of the Effective Date of this Agreement. Subscriber shall pay to Bentley the applicable SELECT Program Fee in effect for each additional Product licensed during the term hereof as of the date such additional Product license is purchased. With respect to the Products licensed by Subscriber during the term of the Agreement, the fees in place as of the Effective Date, or, with respect to additional Products licensed, as of the date of such purchase, shall remain in effect for the Subscriber until the date of the next renewal of this Agreement, at which time the fees shall be changed to those charged by Bentley as of such renewal date, provided that no changes in fees for Products covered shall be effective until thirty (30) days after Subscriber receives notice of such changes. 7.02. Subscription Fees as set forth in Section 6 and Quarterly Term License Fees as set forth in Section 5.02(b) of this Exhibit A are inclusive of SELECT Program coverage and no additional fees for SELECT Program coverage shall apply for Passports utilized or Products licensed under a Subscription. Subscription Fees, including Subscription Fees for Passports, may be invoiced in conjunction with Subscriber's SELECT Program Fees. 7.03. Bentley shall initially invoice Subscriber for one (1) year of SELECT Program Fees for all Product licenses as of the Effective Date of this Agreement. Bentley shall provide Subscriber with a pro -rated annual invoice for all Product licenses purchased during the first year following the Effective Date of this Agreement. As of the first anniversary of the Effective Date of this Agreement, invoices for SELECT Program Fees for Product licenses shall be issued quarterly or annually. Invoices reflecting new Product licenses will include a prorated amount reflecting coverage of the Product under the SELECT Program during the preceding invoice period plus the full amount for the current invoice period. Bentley may modify the timing of invoicing hereunder at any time. SEL002520-3/0007 08/14 (NAOU)(ENGLISH) Page 6 of 14 BENTLEY SELECT PROGRAM AGREEMENT General Terms and Conditions Exhibit B Dated as of June 2014 1. Definitions. The capitalized words, terms and phrases in this Agreement shall have the meanings set forth below: 1.01. "Agreement" means the SELECT Program Agreement executed by Bentley and the Subscriber and all exhibits, attachments and amendments as in effect from time to time. 1.02. "Bentley Products" or "Products" mean the software products, data and other materials, previously or hereafter (including software products, data and other materials acquired by Bentley during the term of this Agreement) distributed by Bentley through delivery mechanisms determined in Bentley's sole discretion (including but not limited to distribution via Online SELECT through download or by ordering through CD format) that Bentley makes available to Subscriber typically in Object Code form only, for licensing hereunder, including Updates and Upgrades thereto. 1.03. "Channel Partner" or "Bentley Channel Partner" means individuals and companies who are authorized by Bentley to provide SELECT support services as set forth in Exhibit A, Section 2. 1.04. "Country" means the country: (i) where the Product is first obtained from Bentley or a Channel Partner; or (ii) specified in the purchase order for which a Production Use copy of the Product may be made or the Product is authorized to be used. 1.05. "Device" means a single personal computer, workstation, terminal, hand held computer, pager, telephone, personal digital assistant, server, or other electronic device. 1.06. "Distribute" means distribution by Bentley through all means now known or hereinafter developed. 1.07. "Documentation" means descriptive, interactive or technical information resources pertaining to Products, Passports, or Cloud Offerings. 1.08. "Effective Date" means the date that this Agreement is accepted by Bentley as indicated on the first page of this Agreement. 1.09. "Eligible Product" means a Bentley Product eligible under a licensing program or Subscription, as designated by Bentley and published on Online SELECT, absent of which a Product is ineligible for any such program or Subscription. 1.10. "Evaluation Use" means the use of a Bentley Product solely for internal evaluation of such Product. Evaluation Use expressly excludes use in connection with ongoing projects, use for compensation of any kind, and Production Use. "External User" means any User (not an organization) who is not: (i) one of Subscriber's full-time, part-time, or temporary employees; or (ii) agency temporary personnel or an independent contractor on assignment at Subscriber's place of business or work -site. 1.12. "Object Code" means the Products in a machine readable form that is not convenient to human understanding of the program logic, and that can be executed by a computer using the appropriate operating system without compilation or interpretation. Object Code specifically excludes source code. 1.13. "Online SELECT" shall be defined as set forth in Exhibit A, Section 4.01 herein. 1.14. "Order" shall be defined as set forth in Exhibit C, Section 1.01 herein. 1.15. "Passport" shall be defined as set forth in Exhibit A, Section 6.02(a) herein. 1.16. "Platform Exchange" shall he defined as set forth in Exhibit A, Section 3.01 herein. 1.17. "Pre -Existing Works" shall be defined as set forth in Exhibit C, Section 1.08 herein. 1.18. "Production Use" means use of a Bentley Product in Object Code form by a User or Device, as applicable, solely for Subscriber's internal production purposes, and excludes External Users (except with respect to use of Passports and access of Server Products pursuant to Exhibit A, Section 6.02 herein). 1.19. "Proprietary Information" shall he defined as set forth in Exhibit B, Section 3.06(a) herein. 1.20. "SELECT Program Fee" means the fee for SF.I.F,CT Program services as published from time to time in Bentley's sole discretion. 1.21. "SELECTserver" means Bentley's server -based licensing technology. 1.22. 1.23. "SELECTservices" means Bentley's cloud -based licensing service. "Serial Number" means a unique number issued by Bentley for identification of a particular copy of a Product, which number shall be registered to Subscriber and assigned by Subscriber to a particular copy of such Product. 1.24. Server Product" means a Product that resides on a server and provides functionality that Users access by connecting to the server using client applications or mobile apps. 1.25. "Site" means one or more discrete geographic locations at which Subscriber Uses or manages the operation of Products within the geographic boundaries of a single Country. 1.26. "Subscriber" shall he defined as set forth on the front page of this Agreement, and with respect to Use of Products the term "Subscriber" shall refer to: (i) one of Subscriber's full-time, part-time, or temporary employees; or (ii) agency temporary personnel or an independent contractor engaged in Production Use and working under Subscriber's direct supervision and control. 1.27. 1.28. 1.29. 1.30. "Subscription Fee" means the fee for a Subscription as published from time to time in Bentley's sole discretion. "Subscription License" shall be defined as set forth in Exhibit A, Section 6.01(a) herein. "Subscription Term" shall be defined as set forth in Exhibit A, Section 6 herein. "Technical Support" means telephone, facsimile, Internet and electronic mail based support to assist a subscriber to the SELECT Program as described in Exhibit A, Section 2.02 of this Agreement. 1.31. "Time Clocks" means copy -protection mechanisms, or other security devices which may deactivate Products or Passports, including Bentley's SELECTserver, after termination or expiration of the Agreement, any applicable Subscription Term or any applicable renewal term. 1.32. "Update" means a maintenance release of a Product. SE L002520-3/0007 08/14 (NAOU)(ENGLISH) Page 7 of 14 BENTLEY SELECT PROGRAM AGREEMENT General Terms and Conditions Exhibit B Dated as of June 2014 133. "Upgrade" means a commercial release of a Product which has substantial added functionality over the Product it is intended to replace. 1.34. "Usage Data" means such data or information as Bentley may collect relating to Subscriber's installation, access or use of Products, Product features and functionality, Cloud Offerings (as defined in Exhibit F, Section 1(d)), Passports, Online SELECT and other Bentley services. 1.35. "Use" (whether or not capitalized) means utilization of the Product or Passport by an individual. 1.36. "User" means an individual person. 1.37. "Work" shall be defined as set forth in Exhibit C, Section 1.01 herein. 1.38. "Work Product" shall be defined as set forth in Exhibit C, Section 1.01 herein. 2. Payment of Bentley Invoices. 2.01. Payment Terms. Subscriber shall pay each Bentley invoice for all Passports, Product licenses and services provided hereunder within thirty (30) days from the date of such invoice. Interest shall accrue on delinquent payments of such invoices at the rate of one and one-half percent (1.5%) per month or the highest rate permitted by applicable law, whichevei is less. In the event any payweul lieieuudei is past due, Bentley, at its discretion, may suspend or, after notice of such overdue payment and a thirty (30) day period to cure, terminate Subscriber's services, rights, and licenses provided under this Agreement. 2.02. Taxes. Subscriber shall pay to Bentley all levied taxes that Bentley is required under applicable law to collect from Subscriber by reason of the transactions contemplated by this Agreement, including, but not limited to sales, use, occupation, value added, excise, and property taxes (except for taxes based on Bentley's net income). If Subscriber is obligated under an applicable law to withhold or deduct taxes from any payment of SELECT Program Fees to Bentley, Subscriber shall furnish to Bentley official receipts evidencing Subscriber's payment of such taxes. 2.03. Local Price and Currency. Calculation and payment of the SELECT Program Fee or any separate price for all Passports, Products and services hereunder shall be based on the local price and local currency of the Subscriber's Site where such Passport, Product or service is used. 2.04. Records; Audit. Subscriber shall maintain complete and accurate records of Product licenses acquired prior to the date of this Agreement and its creation and use of Passports and Products hereunder to permit Bentley to determine whether Subscriber has complied with its obligations hereunder. These records shall include the location and identification of the Subscriber hardware on which Subscriber uses each copy of the Products and identify the Users to whom Subscriber has assigned the Passports. If Bentley suspects Usage Data is incomplete, inaccurate or indicative of non-compliance with Subscriber's granted rights, Bentley may request, and Subscriber shall, upon seven (7) days advance written notice by Bentley, permit, reasonable inspection and copying of such records by Bentley or a third -party auditor retained by Bentley. 3. Intellectual Property Rights 3.01. Title; Reservation of Rights. Subscriber acknowledges and agrees that: (a) The Products, including the Documentation for each Product, and any information which Subscriber obtains through the SELECT Program or the use of Online SELECT or any other means of electronic transmission, contain proprietary information of Bentley, its licensors or other suppliers, and are protected under SEL002520-3/0007 08/14 (NAOU)(ENGLISH) (b) United States copyright laws, other applicable copyright laws, other laws relating to the protection of intellectual property, and international treaty provisions; The entire right, title and interest in and to the Products, the Documentation, any information Subscriber obtains through the SELECT Program or the use of Online SELECT or any other means of electronic transmission, and all associated intellectual property rights, shall remain with Bentley or its licensors; (c) The Products are licensed, not sold, and title to each copy of the Products shall remain with Bentley or its licensors, and shall not pass to Subscriber; and (d) Bentley retains all rights not expressly granted. 3.02. Source Code. Subscriber shall have no right hereunder to receive, review, use or otherwise have access to the source code for the Products. 3.03. Copyright Notices. Subscriber shall reproduce and include on all copies of the Products created by Subscriber all copyright notices and proprietary legends of Bentley or its licensors as they appear in or on the original media containing the Products supplied by Bentley. 3.04. Usage Data. Subscriber agrees and acknowledges that Bentley will from time to time collect Usage Data and that all Usage Data shall be owned by Bentley and deemed Bentley Proprietary Information. Subscriber agrees not to alter or interfere with the collection by Bentley of accurate Usage Data. 3.05. Reverse Engineering. Subscriber may not decode, reverse engineer, reverse assemble, reverse compile, or otherwise translate the Products or Documentation except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. To the extent that Subscriber is expressly permitted by law to undertake any of the activities listed in the previous sentence, Subscriber will not exercise those rights until it has provided Bentley with thirty (30) days prior written notice of its intent to exercise such rights. 3.06 Proprietary information. (a) Subscriber understands and agrees that Bentley may, in connection with the provision of Passports, Products and services hereunder, disclose to Subscriber confidential, proprietary and technical information pertaining to Bentley Products and to Bentley's technology and business practices (collectively "Proprietary Information"). Subscriber agrees to treat all Proprietary Information in accordance with this Section 3.06 of Exhibit B. (b) Subscriber shall maintain the confidentiality of all Proprietary Information. Subscriber shall not reproduce or copy Proprietary Information except as permitted in this Agreement or as may be expressly authorized in writing in advance by Bentley. All such copies shall be marked by Subscriber as proprietary and confidential information. (c) Subscriber shall only use Proprietary Information in furtherance of this Agreement, and may disclose Proprietary Information only to those employees required to have knowledge of same to perform their duties pursuant to this Agreement. Subscriber shall not disclose or make Proprietary Information available to any third party at any time. (d) Subscriber shall treat Proprietary Information with the same degree of care as it uses to protect its own confidential information, and in no case less than a reasonable degree of care. Page 8 of 14 BENTLEY SELECT PROGRAM AGREEMENT General Terms and Conditions Exhibit B Dated as of June 2014 (e) Upon the termination or non -renewal of this Agreement, Subscriber shall return to Bentley or, if so requested, destroy all Proprietary Information in its possession. (f) Subscriber shall have no obligation of confidentiality with respect to any Proprietary Information that (i) has entered the public domain other than through a breach of this Agreement, (ii) has been rightfully obtained by Subscriber from a third party with no obligation of confidentiality, or (iii) is previously known by Subscriber as demonstrated by clear and convincing evidence. (g) Subscriber shall promptly inform Bentley upon knowledge of any actual or potential unauthorized use or disclosure of the Proprietary Information. 3.07, No Benchmarks. Subscriber may not disclose the results of any Product testing, including but not limited to benchmarks, to any third party without first obtaining Bentley's written consent to do so. 4. Limited Warranty; Limitation of Remedies and Liability 4.01. Limited Warranty to Subscriber. Except for Products licensed under Section 5.02(e), Section 5.02(f) or Section 5.02(g) of Exhibit A hereof, which are provided to Subscriber "AS -TS" and without warranty of any kind, Bentley hereby warrants for the benefit only of Subscriber that (a) for a period of ninety (90) days ("Warranty Period") from the date of delivery to Subscriber of a Serial Number or Product, as the case may be, the Product shall, under normal use, operate in substantial conformance with the functional specifications set forth in the Documentation applicable to such Product, and (b) for a period of ninety (90) days from the date of delivery, other products and materials furnished by Bentley to Subscriber shall, under normal use, operate in substantial conformance with the Bentley documentation applicable to such products and materials. If any modifications, enhancements or changes are made by Subscriber or at Subscriber's direction to the Products; if the Products are reverse -engineered, decompiled or disassembled; or if Subscriber breaches the terms of this Agreement, then the warranties in this section shall be immediately terminated. This limited warranty gives Subscriber specific legal rights, Subscriber may have other rights which may vary from state/jurisdiction to state/jurisdiction. 4.02. Exclusion of Warranties. THE WARRANTIES STATED IN SECTION 4.01 ARE BENTLEY'S SOLE AND EXCLUSIVE WARRANTIES PERTAINING TO THE PRODUCTS, SELECT SUPPORT SERVICES AND OTHER MATERIALS AND SERVICES LICENSED, DELIVERED OR OTHERWISE FURNISHED BY BENTLEY UNDER THIS AGREEMENT. BENTLEY DOES NOT WARRANT THAT THE PRODUCTS, SELECT SUPPORT SERVICES, OR ANY OTHER SERVICE OR MATERIALS WILL MEET SUBSCRIBER'S REQUIREMENTS, BE FREE FROM VIRUSES OR OPERATE UNINTERRUPTED OR ERROR FREE. BENTLEY HEREBY DISCLAIMS ALL OTHER WARRANTIES EITHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES AGAINST NON -INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. THESE EXCLUSIONS MAY NOT APPLY TO SUBSCRIBER AS SOME STATES/JURISDICTION DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. 4.03. Exclusive Remedy. The entire liability of Bentley and the sole and exclusive remedy of Subscriber for claims under Section 4.01 of this Exhibit B shall be, in Bentley's sole and absolute discretion, (i) to repair or replace a Product or other materials in breach of the foregoing warranties, (ii) to advise Subscriber how to achieve the same functionality with the Product as described in the Documentation through a procedure different from that set forth in the Documentation, SEL002520-3/0007 08/14 (NAOU)(ENGLISH) or (iii) to return the purchase price or fees paid therefore, where written notice of such breach, specifying the defect, is furnished to Bentley during the Warranty Period. Repaired, corrected, or replaced Products and Documentation shall be covered by this limited warranty for ninety (90) days after the date: (a) of shipment to Subscriber of the repaired or replaced Products and Documentation, or (b) Bentley advised Subscriber how to operate the Products so as to achieve the functionality described in the Documentation. 4.04. Exclusion of Damages. IN NO EVENT SHALL BENTLEY OR ITS LICENSORS AND SUPPLIERS BE LIABLE TO SUBSCRIBER FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING WITHOUT LIMITATION LOST PROFITS, COSTS OF DELAY, INTERRUPTION OF BUSINESS, LOSS OF USE, INABILITY TO ACCESS ONLINE SERVICES, ANY FAILURE OF DELIVERY, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF BENTLEY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIMS. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO SUBSCRIBER. 4.05. Disclaimer. Subscriber acknowledges that the Products are not fault - tolerant and have not been designed, manufactured or intended for use and will not be used in the development of weapons of mass destruction, as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Products could lead directly to death, personal injury, or severe physical or environmental damage. Subscriber further acknowledges that the Products are not substitutes for Subscriber's professional judgment, and accordingly, neither Bentley nor its licensors or suppliers are responsible for Subscriber's use of the Products or the results obtained from such use. The Products are intended only to assist Subscriber in its business, and are not meant to be substitutes for Subscriber's independent testing and verification of stress, safety, utility or other design parameters. 4.06. Limitation of Bentley Liability. IN THE EVENT THAT, NOTWITHSTANDING SECTIONS 4.01, 4.02, 4.03, 4.04 AND 4.05 OF THIS EXHIBIT B, BENTLEY IS FOUND LIABLE FOR DAMAGES BASED ON ANY BREACH, DEFECT, DEFICIENCY OR NON -CONFORMITY IN A PRODUCT, IN SELECT SUPPORT SERVICES, OR IN ANY OTHER SERVICE OR MATERIALS,WHETHER IN CONTRACT, TORT OR OTHERWISE, AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE BY LAW, BENTLEY'S CUMULATIVE LIABILITY HEREUNDER SHALL NOT EXCEED THE PRICE PAID BY SUBSCRIBER FOR (i) SUCH PRODUCT, (ii) A ONE-YEAR SUBSCRIPTION TO THE SELECT PROGRAM, OR (iii) SUCH OTHER DEFECTIVE SERVICE OR MATERIALS, AS THE CASE MAY BE. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN BENTLEY AND SUBSCRIBER. BENTLEY'S PRICING REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATION OF LIABILITY SPECIFIED HEREIN. 4.07. Indemnification by Bentley. (a) Bentley shall pay any damages finally awarded against Subscriber based on a claim against Subscriber that a Product which is developed and owned by Bentley infringes a third party's copyright under the laws of a Berne Convention signatory country, or results in a misappropriation of a third party's trade Page 9 of 14 BENTLEY SELECT PROGRAM AGREEMENT General Terms and Conditions Exhibit B Dated as of June 2014 secret, in the Country where Subscriber has been authorized to place the Product subject to such claim into Production Use, if Subscriber provides to Bentley: (a) prompt written notice of any such claim, (b) all available information and assistance, and (c) the opportunity to exercise sole control of the defense and settlement of any such claim. (b) Bentley shall also have the right, at its expense, either to procure the right for Subscriber to continue to use the Product or to replace or modify such Product so that it becomes non -infringing. If neither of the foregoing alternatives is available on terms that Bentley, in its sole discretion, deems desirable, Subscriber shall, upon written request from Bentley, return to Bentley the allegedly infringing Product, in which event Bentley shall refund to Subscriber the price paid by Subscriber for each copy of such returned Product, less twenty percent (20%) for each elapsed year since the commencement of the license for such copy. In no event shall Bentley's liability under this sub -section (b) to Subscriber exceed the license fees paid by Subscriber for the allegedly infringing Product. (c) Bentley shall have no liability and this indemnity shall not apply if the alleged infringement is contained in a Product which is not developed or owned by Bentley or is due to modification of the Product by Subscriber or the combination, operation or use of a Product with other software that does not originate from Bentley or if Subscriber is in breach of this Agreement. Bentley shall also have no liability, and this indemnity shall not apply, for the portion of any claim of infringement based on use of a superseded or altered release of a Product if the infringement would have been avoided by the use of a current, unaltered release of the Product. This Section 4.07 sets forth Subscriber's sole remedy for intellectual property infringement. 5. Export Controls. The Products have been manufactured or developed in the United States of America and accordingly may be subject to U.S export control laws, regulations and requirements. Regardless of any disclosure made by Subscriber to Bentley of an ultimate destination of the Products, Subscriber must not export or transfer, whether directly or indirectly, the Products, or any portion thereof, or any system containing such Products or portion thereof, to anyone outside the United States (including further export if Subscriber took delivery of the Products outside the United States) without first complying strictly and fully with all export controls that may be imposed on the Products by the United States Government or any country or organization of nations within whose jurisdiction Subscriber uses the Products. The countries subject to restriction by action of the United States Government are subject to change, and it is Subscriber's responsibility to comply with the United States Government requirements as they may be amended from time to time. Subscriber shall indemnify, defend and hold Bentley harmless for any breach of its obligations pursuant to this Section. 6. U.S. Government Restricted Rights. If the Products are acquired for or on behalf of the United States of America, its agencies and/or instrumentalities ("U.S. Government"), it is provided with restricted rights. The Products and accompanying documentation are "commercial computer software" and "commercial computer software documentation," respectively, pursuant to 48 C.F.R. 12.212 and 227.7202, and "restricted computer software" pursuant to 48 C.F.R. 52.227-19(a), as applicable. Use, modification, reproduction, release, performance, display or disclosure of the Products and accompanying documentation by the U.S. Government are subject to SEL002520-3/0007 08/14 (NAOU)(ENGLISH) restrictions as set forth in this Agreement and pursuant to 48 C.F.R. 12.212, 52.227-19, 227.7202, and 1852.227-86, as applicable. '7. Term; Termination 7.01. Term. This Agreement and Subscriber's SELECT Program subscription shall become effective on the Effective Date, and shall continue for an initial term of twelve (12) months, and shall automatically renew for terms of like tenure unless either party gives notice of its election to not renew the term at least thirty (30) days prior to the expiration of the then -current term. 7.02. Termination for Material Breach. Either party may, at its option, terminate this Agreement in the event of a material breach of this Agreement by the other party. Any such termination may be effected only through a written notice to the other party, specifically identifying the breach or breaches on which termination is based. Following receipt of such notice, the party in breach shall have twenty-one (21) days to cure such breach or breaches, and this Agreement shall terminate in the event that such cure is not made by the end of such period; provided, however, Bentley shall have the right to terminate this Agreement immediately if Subscriber breaches any of its obligations under Section 3 of this Exhibit B. The failure of Subscriber to pay an outstanding invoice of Bentley shall always constitute a material breach of this Agreement. 7.03. Insolvency. If, under applicable insolvency laws, Subscriber becomes unable to pay its debts or becomes insolvent or bankrupt or makes arrangements with its creditors, or otherwise goes into liquidation, administration or receivership, then Bentley shall have the right to terminate this Agreement immediately by written notice. 7.04. Consequences of Termination. Upon the termination of this Agreement for any reason, all of the rights and licenses granted to Subscriber in this Agreement shall terminate immediately. With respect to any perpetually licensed Products, the terms and conditions set forth in the license agreement delivered with such Products shall govern Subscriber's use of such Products. Subscriber shall immediately discontinue use of any Online SELECT services. 7.05. Reinstatement Following Termination. Following a termination of the SELECT Program, Subscriber may reinstate such services only if Bentley consents to such reinstatement and Subscriber pays to Bentley, in advance, a SELECT reinstatement fee, in an amount to be determined in Bentley's sole discretion, such amount not to exceed the amount of all fees that would have accrued and been payable, excluding discounts, for the period between the date of termination and the date of reinstatement. 8. Miscellaneous. 8.01. Assignment. Subscriber shall not assign this Agreement or delegate its duties hereunder without prior written consent by Bentley. For purposes of this Agreement, a change in control of Subscriber shall be considered an assignment for which Bentley's prior written consent is hereby granted provided that the surviving entity from such change in control must enter into a SELECT Agreement. This Agreement may be assigned by Bentley to any successor in interest to Bentley's business or to any direct or indirect wholly -owned subsidiary of Bentley Systems, Incorporated. Any purported assignment in violation of this provision shall be void and without effect. 8.02. Entire Agreement. This Agreement, together with the Exhibits and signed Amendments, if any, incorporate the entire agreement of the parties and supersede and merge all prior oral and written agreements, discussions and understandings between the parties with respect to the subject matter hereof. The terms and conditions of this Agreement and of the applicable Bentley confirmation shall apply to each order accepted or shipped by Bentley hereunder. Any additional or different Page 10 of 14 BENTLEY SELECT PROGRAM AGREEMENT General Terms and Conditions Exhibit B Dated as of June 2014 terms or conditions appearing on a purchase order issued by Subscriber hereunder, even if Bentley acknowledges such terms and conditions, shall not be binding on the parties unless both parties expressly agree in a separate writing as provided under Section 8.03 of this Exhibit B. 8.03. Amendments. Except as otherwise contemplated herein with respect to updating, amending and supplementing the exhibits, this Agreement may only be amended or modified by a writing duly executed by authorized representatives of the parties, provided, however, that any additional or different terms or conditions appearing on a purchase order, even if required to be acknowledged by Bentley, shall not he binding on the parties. 8.04. Notices. Notices under this Agreement shall be made or given as of the date of either hand delivery or mailing to such party, if sent prepaid certified mail or next day air delivery to the address set forth on the first page of this Agreement. All notices under this Agreement shall be addressed, if to Bentley, to its General Counsel, and if to Subscriber, to its authorized representative identified in this Agreement or in a subsequent notice to Bentley. 8.05. Force Majeure. Bentley shall not be liable for failure to fulfill the terms of this Agreement due to fire, strike, war, government regulations, acts of God, labor disturbances, acts of terrorism or other causes which are unavoidable and beyond its control. 8.06. Waiver. The failure of either party to insist upon any of its rights under this Agreement upon one or more occasions, or to exercise any of its rights, shall not be deemed a waiver of such rights on any subsequent occasions. 8.07. Survival. The covenants contained in this Agreement which, by their terms, require or contemplate performance by the parties after the expiration or termination of the Agreement (including, but not limited to, Sections 5.01(a), (b), (c) and (d) and 7.01 of Exhibit A, Sections 1, 2, 3, 4, 5, 6, 7.04, 7.05 and 8 of Exhibit B, and Sections 1.06, 1.07, 1.08, 1,09, 1.10, 1.11, 1.12, 1.14, 1.16 and 1.17 of Exhibit C) shall be enforceable notwithstanding said expiration or termination. 8.08. Severability. The provisions of this Agreement shall be severable and the invalidity or unenforceability of any one provision shall not affect any other unless otherwise noted. 8.09. Governing Law. This Agreement shall be governed by, interpreted, and enforced in accordance with the laws of the Commonwealth of Pennsylvania, without regard to conflicts of law provisions. To the maximum extent permitted by applicable law, the parties agree that the provisions of the United Nations Convention on Contracts for the International Sale of Goods, as amended, and of the Uniform Computer Information Transactions Act, as it may have been or hereafter may be in effect in any jurisdiction, shall not apply to this Agreement. 8.10. Arbitration. In the event of any dispute, controversy or claim between the parties arising under this Agreement, the parties shall submit to binding arbitration before a single arbitrator in Philadelphia, Pennsylvania in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The decision of the arbitrator shall be final and binding on the parties, and the judgment upon the award rendered by the arbitrator shall be enforceable in any court of competent jurisdiction. Each party shall bear its own attorney's fees, costs, and expenses incurred in such arbitration. 8.11. Independent Contractor. Bentley's relationship with Subscriber for all purposes hereunder shall be that of an independent contractor and nothing herein shall be construed as creating, at any time, an employer and employee relationship between the parties. 8.12. Change of Ownership. Subscriber shall provide Bentley with sixty (60) days advance written notice of any changes in its ownership or location. 8.13. Headings. The headings in this Agreement are intended solely for convenience of reference and shall not affect the meaning or interpretation of this Agreement. SEL002520-3/0007 08/14 (N AO U)(EN0LISH) Page 11 of 14 BENTLEY SELECT PROGRAM AGREEMENT Professional Services Exhibit C Dated as of June 2014 I. Professional Services. 1 01. Subscriber may request professional services from time to time and Bentley may agree to perform such services pursuant to this Agreement. The description of professional services requested by Subscriber and which Bentley agrees to perform shall be set forth in one or more written descriptions labeled "SELECT Professional Services" and signed by Subscriber and Bentley (each an "Order"). Bentley shall have the right to accept or decline any proposed Order. Each Order shall set forth, at a minimum, the work to be done, the number of Bentley's personnel to be assigned to Subscriber's work, the duration of each individual's assignment, and the fees for the work. The services and other provisions described on the Order(s) are referred to collectively as the "Work" while the results of the Work, if any, arc referred to as the "Work Product". 1.02. Method of Performance. Bentley, in conjunction with its personnel, will determine the method, details, and means of performing the work to be carried out for Subscriber, including the use of sub -contractors if deemed necessary. Subscriber shall have no right to, and shall not, control the manner or determine the method of accomplishing such work. Subscriber may, however, require Bentley's personnel to observe at all times the security and safety policies of Subscriber. In addition, Subscriber shall be entitled to exercise a broad general power of supervision and control over the results of work performed by Bentley to ensure satisfactory performance. This power of supervision shall include the right to inspect, stop work, make suggestions or recommendations as to the details of the work, and request modifications to the scope of an Order. 1.03. Scheduling. Bentley will try to accommodate work schedule requests of Subscriber to the extent possible. Should any personnel of Bentley be unable to perform scheduled services because of illness, resignation, or other causes beyond Bentley's reasonable control, Bentley will attempt to replace such personnel within a reasonable time, but Bentley shall not be liable for failure if it is unable to do so, giving due regard to its other commitments and priorities. 1.04. Reporting. Subscriber will advise Bentley of the individuals to whom Bentley's manager will report progress on day-to-day work. Subscriber and Bentley shall develop appropriate administrative procedures for performance of work at Subscriber's site, if necessary. Subscriber shall periodically prepare an evaluation of the work performed by Bentley for submission to Bentley upon Bentley's request. 1.05. Place of Work. Certain projects or tasks may require Bentley's personnel to perform work for Subscriber at Subscriber's premises. In the event that such projects or tasks are required to be performed at Subscriber's premises, Subscriber agrees to provide working space and facilities, and any other services and materials Bentley or its personnel may reasonably request in order to perform their work. Subscriber recognizes that there may be a need to train Bentley's personnel in the unique procedures used at Subscriber's location. When Subscriber determines that such training is necessary, Subscriber shall, unless otherwise agreed in writing, pay Bentley for its personnel's training time. 1.06. Non -Exclusive. Bentley shall retain the right to perform work for others during the term of this Agreement. Subscriber shall retain the right to cause work of the same or a different kind to be performed by its own personnel or other contractors during the term of this Agreement. 1.07. Perpetual License. Upon full payment for the Work, Bentley shall grant Subscriber a paid -up, perpetual, royalty -free right and license to use the Work Product for Production Use. Bentley retains all SEL002520-3/0007 08/14 (NAOU)(ENGLISH) right, title and interest to the Work Product not otherwise granted to Subscriber. 1.08. Preexisting Works of Bentley. Notwithstanding Section 1.07 of Exhibit C hereof, Bentley hereby reserves and retains ownership of all works which Bentley created unrelated to the Work performed pursuant to any Order, including but not limited to Products (the "Pre -Existing Works"). Bentley does not grant Subscriber any rights or licenses with respect to the Pre -Existing Works. 1.09 Residuals. It is mutually acknowledged that, during the normal course of its dealings with Subscriber and the Work, Bentley and its personnel and agents may become acquainted with ideas, concepts, know-how, methods, techniques, processes, skills, and adaptations pertaining to the Work. Notwithstanding anything in this Agreement to the contrary, and regardless of any termination of this Agreement, Bentley shall be entitled to use, disclose, and otherwise employ any ideas, concepts, know-how, methods, techniques, processes, and skills, adaptations, including generalized features of the sequence, structure, and organization of any works of authorship, in conducting its business (including providing services or creating programming or materials for other customers), and Subscriber shall not assert against Bentley or its personnel any prohibition or restraint from so doing. 1.10. Third -Party Interests. Subscriber's interest in and obligations with respect to any programming, materials, or data to be obtained from third -party vendors, regardless of whether obtained with the assistance of Bentley, shall be determined in accordance with the agreements and policies of such vendors. 1.11 Fees. Bentley shall be paid the fee as specified in each Order (which Bentley reserves the right to change upon at least sixty (60) days advance notice or at any time for any new Order or modified portion of an existing Order), or, if no fee is specified, at Bentley's customary rates for the level of personnel providing such services. 1.12. Expenses. Subscriber shall also pay either the actual cost of Bentley's reasonable travel and living expenses or an agreed -to amount for such travel and living expenses (other than normal commutation travel) for Bentley employees in the performance of Work set forth in each Order along with all other out-of-pocket expenses incurred by Bentley. 1.13. Estimates. Estimates of total fees for projects may be provided in an Order, but Bentley does not guarantee such estimates. Bentley will, however, notify Subscriber as soon as possible if it will exceed the estimate, and Subscriber may then terminate the project and pay only for services actually rendered if Subscriber so chooses. 1.14. Confidentiality. In the performance of the Work, Bentley may acquire information of Subscriber which is proprietary, non-public and identified in writing as confidential by Subscriber. Bentley shall not disclose to anyone not employed by Subscriber nor use except on behalf of Subscriber any such confidential information acquired in the performance of the Work except as authorized by Subscriber in writing. Bentley shall have no obligation of confidentiality with respect to any information of Subscriber that (i) has entered the public domain other than through a breach of this Agreement, (ii) has been rightfully obtained by Bentley from a third party with no obligation of confidentiality, or (iii) is previously known by Bentley as demonstrated by clear and convincing evidence. Notwithstanding the foregoing restrictions, Bentley and its personnel may use and disclose any information to the extent required by an order of any court or other governmental authority or as necessary for it or them to protect their interest in this Agreement, but in each case only after Subscriber has been so notified and has had the opportunity, if possible, to obtain reasonable protection for such information in connection with such disclosure. Page 12 of 14 BENTLEY SELECT PROGRAM AGREEMENT Professional Services Exhibit C Dated as of June 2014 1.15. Term. This Exhibit C will become effective as of the date of the first executed Order and will continue in effect through the completion of each Order. 1.16. Termination of Orders. Subscriber or Bentley may terminate any uncompleted Order at any time by giving thirty (30) days written notice to the other party. Upon such termination, Bentley agrees to stop Work under the Order in question and to forward to Subscriber all completed or uncompleted drawings, reports or other documents relating to the Work. In the event of such termination Subscriber shall be liable only for such fees, costs and expenses as have accrued prior to the effective date of such termination. 1.17. Prohibition on Hiring. Subscriber shall not solicit for employment or hire any Bentley employees providing professional services hereunder for the duration of the Work, plus a period of one (1) year after completion of the professional services provided hereunder. SEL002520-3/0007 08/14 Page 13 of 14 (NAOU)(ENGLISH) BENTLEY SELECT PROGRAM AGREEMENT Bentley Cloud Offerings Exhibit F Dated as of June 2014 1. Definitions. The capitalized words, terms and phrases in this Exhibit F shall have the meanings set forth below: (a) "Bentley Data" means Bentley's Proprietary Information including, but not limited to, the methods by which the services described in this Exhibit F are performed and the processes that make up such services. (b) "Data Storage" means the amount of data storage space (including the backup and off -site storage), if any, to be allocated for Subscriber Data within the Bentley environment. (c) "Internet" means any systems for distributing digital electronic content and information to end users via transmission, broadcast, public display, or other forms of delivery, whether direct or indirect, whether over telephone lines, cable television systems, optical fiber connections, cellular telephones, satellites, wireless broadcast, or other mode of transmission now known or subsequently developed. (d) "Bentley Cloud Offerings" or "Cloud Offerings" mean the Bentley products and services made available to Subscriber and accessed by Users via the Internet for use under the terms herein. (e) "Subscriber Data" means data collected or stored by Subscriber using Cloud Offerings, including, but not limited to, financial, business and technical information, engineering plans, customer and supplier information, research, designs, plans, and compilations, but not including any Bentley Data. 2. Applicability. Upon Bentley's approval, Subscriber may be entitled to subscribe to Bentley Cloud Offerings pursuant to the specific terms set forth herein. Cloud Offerings are available as Subscriptions only, as described in Section 6 of Exhibit A. Subscriber acknowledges and agrees that Bentley may in its sole discretion utilize a third party service provider to provision Bentley Cloud Offerings and/or Subscriber Data. To be eligible to participate, Subscriber must be current on all outstanding invoices for amounts owed to Bentley 3. Bentley Cloud Offerings. A User in possession of a valid Passport may be able to access certain Cloud Offerings at no additional charge to Subscriber. Other Cloud Offerings also require the purchase by Subscriber of a Visa for such User Certain other Cloud Offerings may be purchased by Subscriber for additional fees ("Cloud Offering Fees") to be specified in a quotation from Bentley to Subscriber (the "Cloud Offering Quote"), which may include, as applicable, (a) the number of Passport holders accessing the Cloud Offering, (b) the number of assets managed using the Cloud Offering; (c) Data Storage size, (d) the Professional Services, if any, to be delivered by Bentley to Subscriber for the initial deployment of the Cloud Offering; and (e) Professional Services related to the ongoing management and support of the Cloud Offering, including availability and support service level terms. 4. Permitted Use. Bentley will grant Subscriber a non-exclusive, non- transferrable, non -assignable, revocable, limited license to use and access purchased Bentley Cloud Offerings (subject to the terms of this Exhibit F and any terms of use ("Terms of Use") presented upon access) solely for Production Use (the "Permitted Use"). Subscriber acquires only the right to use the purchased Cloud Offering and does not acquire any rights of ownership to the Cloud Offering or any part thereof. Bentley and its suppliers retain all rights, title and interest in the Cloud Offering, and any use of the Cloud Offering beyond the Permitted Use shall constitute a material breach of the Agreement. In addition to the use restrictions set forth in the Terms of Usc, Subscriber's Permitted Use rights shall be subject to the following conditions: (a) Subscriber purchasing against a Cloud Offering Quote shall not exceed any limits set forth in such Cloud Offering Quote. In the event use of a Cloud Offering by Subscriber exceeds that purchased by Subscriber as specified in the applicable Cloud Offering Quote, Bentley may invoice, and Subscriber shall pay, additional Cloud Offering Fees. Bentley shall, in its sole discretion, add such additional fees to subsequent invoices or invoice Subscriber separately (b) In the event of a past due balance, Bentley reserves the right to suspend use of the Cloud Offerings until all past due amounts have been received. (c) Bentley reserves the right to modify or suspend use of a Cloud Offering, or any part thereof, if (i) Bentley determines in its sole discretion that such suspension is necessary to comply with any applicable law, regulation or order of any governmental authority or with the terms of its agreement(s) with its third party service providers; or (ii) Bentley determines in its sole discretion that the performance, integrity or security of the Cloud Offerings is being adversely impacted or in danger of being compromised as a result of Subscriber's or its Users' access. (d) Subscriber shall not tamper in any way with the software or functionality of Cloud Offerings or any part thereof. Without limiting the foregoing, Subscriber agrees not to put any material into the Cloud Offerings which contain any viruses, time bombs, Trojan horses, worms, cancelbots or other computer programming routines that may damage, interfere with, intercept or expropriate any system or data. Subscriber shall not utilize bots, agents, auction crawlers or other computer based crawling programs in conjunction with its use of the Cloud Offerings. (e) Subscriber shall communicate the above listed use restrictions to all Subscriber employees and External Users accessing or using any Cloud Offerings. The acts or omissions of any such User accessing the Cloud Offerings shall be deemed to be the acts or omissions of the Subscriber under the Agreement, such that Subscriber shall be fully responsible for the performance and fulfillment of all obligations set forth in the Agreement. Subscriber shall indemnify and hold Bentley harmless against any and all liability resulting from any non-compliance with the terms herein. 5. Access and Availability. Subscriber is responsible for providing all equipment and the connectivity necessary to access and use Cloud Offerings via the Internet. Subscriber agrees that from time to time the Cloud Offerings may be inaccessible or inoperable for various reasons, including without limitation (i) system malfunctions; (ii) periodic maintenance procedures or repairs which Bentley or its service provider(s) may undertake from time to time; (iii) compatibility issues with Subscriber's or a third party's hardware or software; or (iv) causes beyond the control of Bentley or which are not reasonably foreseeable by Bentley, including network or device failure, interruption or failure of telecommunication or digital transmission links, hostile network attacks or network congestion or other failures (collectively "Downtime"). Bentley shall use reasonable efforts to provide advance notice to Subscriber in the event of any scheduled Downtime, and to minimize any disruption of the Cloud Offerings in connection with Downtime. 6. Data. Bentley acknowledges, and Subscriber warrants and represents, that Subscriber owns all right, title and interest in Subscriber Data. Subscriber shall indemnify and hold Bentley harmless against any and all claims against Bentley alleging that the Subscriber Data collected or stored for use with the Bentley Cloud Offerings infringes any patent, trademark, trade secret, copyright or other proprietary rights of any third party, or in any way violates any privacy or data protection laws. Bentley shall not be responsible for any failure or impairment of the Cloud Offerings caused by or related to the Subscriber Data. Bentley shall maintain the confidentiality of all Subscriber Data, and shall not reproduce or copy such data except as required to provide services under this Agreement or as may be expressly authorized by Subscriber. Subscriber shall be solely responsible for the Subscriber Data, including without limitation for uploading such data and/or appropriately formatting and configuring such data for use with a Cloud Offering. Subscriber agrees and acknowledges that Bentley will from time to time collect Usage Data and that all Usage Data shall be owned by Bentley and deemed Bentley Proprietary Information. Subscriber agrees not to alter or interfere with the collection by Bentley of accurate Usage Data. 7. Termination. In addition to the termination rights of the parties set forth in Section 7 of Exhibit B, Bentley may terminate a Cloud Offering Subscription, upon notice to Subscriber, in the event of the termination of Bentley's agreement(s) with its third party service provider(s). Termination of a Cloud Offering Subscription by either party shall automatically terminate any license granted pursuant to Section 4 of this Exhibit F. SEL002520-3/0007 08/14 (NAOU)(ENGLISH) Page 14 of 14 WELD COUNTY AMENDMENT NO. 1 TO SELECT PROGRAM AGREEMENT Bentley Susl.ialea Infrastructure IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first stated above. BENTLEY SYSTEMS, INCORPORATED Tony kerardu tact 30. 2017) BY: Tony lerardo Vice President POSITION OF PERSON SIGNING ATTEST: dalfg/s) XL); BOARD OF COUNTY COMMISSIONERS Weld County Clerk to the Board WELD CpUNTY, COLRADO BY: eputy Clerk to the B Weld County Page 2 of 2 Amendment No. 1 oZp /.5-027/f WELD COUNTY AMENDMENT No. 1 TO SELECT PROGRAM AGREEMENT „In Bentley Sustaining inftestructues Amendment No. 1 to Bentley SELECT Program Agreement (CLA No. 1041529) This Amendment No. 1 (the "Amendment") made between Bentley Systems, Incorporated, ("Bentley"), and Weld County, located at 1401 N. 17th Ave, Greeley, CO 80631 ("Subscriber") as of the date of the Original Agreement (the "Amendment Effective Date"). WHEREAS, Bentley and Subscriber are parties to the Bentley SELECT Program Agreement (CLA Number 1041529) effective as of the Effective Date made between the parties (the "Original Agreement"); and WHEREAS, Bentley and Subscriber desire to amend the Original Agreement as further described below; NOW THEREFORE, the parties hereby mutually agree as follows: I . Payment of Bentley Invoices. Section 2 of the Agreement is hereby amended by adding a new subsection 2.05 to read as follows: "2.05. Fund Availability. Financial obligations of the Subscriber payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. Execution of this Agreement by Subscriber does not create an obligation on the part of Subscriber to expend funds not otherwise appropriated in each succeeding year." 2. Arbitration. Section 8.10 of Exhibit B of the Agreement is hereby deleted in its entirety and replaced with the follows: "8.10. Arbitration. Any dispute arising from this Agreement shall be heard before a court of Competent Jurisdiction in the State of Colorado. Arbitration will not be permitted unless specifically agreed in writing by both parties." 3. Confidentiality. This Amendment and all terms and conditions set forth herein are Bentley Proprietary Information, as set forth in Exhibit B Section 3.06 of the SELECT Agreement, and shall be held in strict confidence. 4. Legal Effect. The modifications set forth in this Amendment are effective as of the amendment Effective Date. Except as expressly amended or modified by the terms of this Amendment, all other terms of the SELECT Agreement shall remain unchanged and in full force and effect. In the event of a conflict between the terms of the SELECT Agreement and the terms of this Amendment, the terms of this Amendment shall control. 5. Headings. The headings used in this Amendment are for convenience of reference only shall not be used to define the meaning of any provision. Weld County Page 1 of 2 Amendment No. 1 �� Bentley Sustaining Infrastructure September 22, 2017 Weld County Information Services 915 10th Street Greeley, CO B0632 LS11 lED Re: Inactivation of Bentley Product Licenses Bentley SELECT Program Agreement CLA# 10415929 Dear Ms. Jeannine Allen, Thank you for your continued support of Bentley products and the Bentley SELECT Program. www.bentley.com The Bentley SELECT® subscription program helps organizations lower the total cost of ownership for Bentley software by providing flexible licensing options, assisted support when it's needed most, annual license exchange programs, and anytime software upgrades to optimize productivity - all for a fixed annual fee per license. This Letter documents your request that Bentley not charge for its Bentley SELECT coverage on the Bentley Product licenses that you are not using, which are designated on the attachment to this Letter as "Inactive Licenses". Bentley is willing to accommodate this request and agrees not to charge SELECT Program Fees for such Inactive Licenses until such time as you reactivate the licenses, subject to the further understandings set out below. Your Inactive Licenses will reactivate upon: 1) Use of any Inactive Licenses, which you agree to notify Bentley of in advance of such use; or 2) Bentley's notice to your organization that your SELECTserver Product usage log files show the use of any Inactive Licenses. Upon reactivation of licenses, you will be obligated to pay Bentley's invoice for the SELECT Program Fees that would have accrued for the reactivated Product licenses during the period in which they were Inactive Licenses. In order for Bentley to administer your license usage, you agree to manage your use of Bentley Products by the most recently released Upgrade of Bentley's SELECTserver Product. This will function to transmit automatically your Product usage log files to Bentley, which will be periodically reviewed by Bentley. Please have an authorized representative countersign and return this Letter containing modifications to your Select Program Agreement. Upon return of this Letter. Bentley will adjust your contract coverage and issue appropriate invoices. Invoices will be due upon receipt. Please contact me if you should have any questions. Very truly yours, Steven Rohs Renewals Subscription Representative Bentley Systems, Incorporated 610-4581491 "**Subscriber to complete this section and initial page 2*** Name: L Jay McDonald Tide: Director Subscriber Signature 11..1tEyPh> Sustaining infrastructure Weld County Information Services 915 10th Street Greeley, CO 80632 LS11 lED Subscriber Initial www.bentley,cam Site Site Location Part No. Product Inactive Active Name Tota' Qty Qty Active Inactive Gross NET NET SELECT EVD SELECT SELECT 4076308 Greeley, CO 2920 f .,•i , .:.: • : ° ,_. h 1•+,..:y Cub/ere/biter , uth j 2 s • 4076308 ...,,,.,..w,..:,...., ... Greeley, CO 12662 OpenRoads Designer 1 0 1 . 2158 N/A 2158 0 ,zr. 4076308 _— __ - reietey, CO -:.... •.": 1.0.2.-.3 -. as r;...4T'e!r+Mlk...w.u..a_......... Bentley . FlowlVlasteir 1 air s.xea 0 1 295 N/A 295 0 4076308 Greeley, CO 2689 D* InRoads Suite 2 2 0 2158 N/A 0 4316 4076308 Greeley, CO . 1003 f MicroStation 1 1 . 0 990 N/A 0 990 Total Inactive/Uncovered $3,043 $5,306 o?-O/O'-,b ,27// MEMORANDUM TO: Esther Gesick, Clerk to the Board August 4, 2015 FROM: Ryan Rose, Chief Information Officer SUBJECT: Bentley License Subscription Renewal Bentley provides licenses and support for their design software that is used by Weld County's Public Works Department for infrastructure design. This agreement is to renew their subscription. This agreement is in effect through 6/30/2016. The requested cost is $6,010 annually. We ask that the BOCC approve the contract agreement as submitted. Qpiata- g_ l5 1 c! 37 /9— /2 2015-2711 CONTRACT AGREEMENT EXTENSION/RENEWAL BETWEEN THE WELD COUNTY DEPARTMENT OF Public Works AND BENTLEY SYSTEMS, INCORPORATED), This Agreement Extension/Renewal ("Renewal"), made and entered into 01 day ofJuly, 2015, by and between the Board of Weld County Commissioners, on behalf of the Weld County Department of Public Works, hereinafter referred to as the "Department", and Bentley Systems. Incorporated, hereinafter referred to as the "Contractor". WHEREAS the parties entered into an agreement (the "Original Agreement") identified as the Bentley Select Program Agreement Dated August 31, 2004, and the Bentley Select Agreement Number 40041866 signed on September 13, 2005. WHEREAS the parties hereby agree to extend the term of the Original Agreement in accordance with the terms of the Original Agreement, which is incorporated by reference herein, as well as the terms provided herein. NOW THEREFORE, in consideration of the premises, the parties hereto covenant and agree as follows: • The Current Agreement will end on June 30. 2015. • The parties agree to extend the Original Agreement for an additional 1 year period, which will begin July 1. 2015, and will end on June 30, 2016. • The Renewal, together with the Original Agreement, constitutes the entire understanding between the parties. The following change is hereby made to the Contract Documents: 1. 2. • All other terms and conditions of the Original Agreement remain unchanged. IN WITNESS WHEREOF, the parties hereto have duly executed the Agreement as of the day, month, and year first above written. CONTRACTOR:. Jerry King. Vice President, Bentley Systems. Incorporated Print. me Sign ATTEST: Weld BY: dirit.vw Deputy aerk the Board VED TO F DIN �d Controller County Attorney BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO Barbara Kirkmeyer, Chair TO ANCE: Department Head N Director of General Services c,WJ `oZ7// S Peama Bent Le Sustaining Infrastructure 27 May 2015 Weld County Information Services Attn: Jeannine Allen P.O. Box 758 GREELEY CO 80631-1117 USA Bentley Systems, Incorporated 685 Stockton Drive, Exton, PA 19341 Tel: 1 800 513 5103 Fax: +1 (610) 458 2779 www. bentley.com Business Partner No.:4076308 SELECT Agreement: 10415929 Dear Sir/Madam, RE: Reminder for renewal of Bentley SELECT Subscription for your software licenses Our records show that your current Bentley SELECT Agreement is due for renewal on 30 June 2015. We are very pleased that you have chosen Bentley as your technology partner and trust you have enjoyed the benefits of the program. We look forward to strengthening our relationship with your organization and continuing to sustain the productivity of your people, software and information. In accordance with the terms and conditions of your SELECT Program Agreement, we will be sending you an invoice for the next term of your contract as per the attached Renewal Quote. If your organization has a requirement to issue a Purchase Order, please use the attached Renewal Quote 40666351 as your reference. Please ensure you review the detailed listing of all your products and submit your PO promptly to Bentley Systems, Incorporated by 30 May 2015. This will ensure your Bentley SELECT services continue without interruption. Please contact your Bentley Sales Representative if you wish to review or discuss any aspect of this Renewal Quote. The Bentley SELECT subscription program continues to deliver the most comprehensive investment protection program for your Bentley software, your team and the information they create. Renewal of Bentley SELECT (http://www.bentley.com/en-US/Subscriptions/Bentley+SELECT/) will ensure continuity of the following benefits: ■ Flexible Licensing Options, including portfolio balancing and pooled licensing • 24/7/365 Support • Anytime Software Upgrades, to name a few Your Bentley SELECT Agreement is our commitment to continue to provide you and your organization with the highest levels of service. As an immediate benefit to you, we will be upgrading your SELECTserver to the latest version that will help you with better management of your Bentley assets. For details on the upgrade process, please click here. Please do not hesitate to contact your Sales representative, Gina DeMasi or a Bentley representative here if you have any inquiries or require any assistance. We look forward to continuing our mutually beneficial relationship for many years to come!! Yours truly, Gina DeMasi Tel: +1 (610) 458-5000 Fax: E-mail: GINA.DEMASI@BENTLEY.COM Date: Valid Until: Customer ID: Ship -to: Tel No: Fax No entLey' i Sustaining Infrastructure 27 May 2015 02 June 2015 4076308 Weld County Information Services Attn: Jeannine Allen P.O. Box 758 GREELEY CO 80631-1117 USA + 1 (970) 304-6570 + 1 (970) 304-6572 Bill -to: Tel No: Fax No: Renewal Advice RAS Number: Number of Pages: 40666351 2/5 Weld County Information Services Attn: Jeannine Allen P.O. Box 758 GREELEY CO 80631-1117 USA + 1 (970) 304-6570 + 1 (970) 304-6572 If your organization is a subscriber to Bentley SELECT, the pricing listed on this page of the quote is prorated to the end of your current billing cycle. If applicable, future invoices will be generated based on the billing cycle shown on the following pages. The total from this first section of the quote is your immediate purchase value. Subscriptions No. Part # Description Quantity Unit Pricing Total 10 2918/ CivilStorm Standalone 50 Links SELECT Su 1 Gross Value 248.50 248.50 Subscription Period 01 July 2015 Through 30 Net Price 248.50 September 2015 30 2920/ CulvertMaster SELECT Subscription 2 Gross Value 62.00 124.00 Subscription Period 01 July 2015 Through 30 Net Price 62.00 September 2015 40 1003/ MicroStation SELECT Subscription 1 Gross Value 213.50 213.50 Subscription Period 01 July 2015 Through 30 Net Price 213.50 S September 2015 50 4093/ Power InRoads SELECT Subscription 2 Gross Value 42725 854.50 Subscription Period 01 July 2015 Through 30 Net Price 427.25 September 2015 60 2923/ FlowMaster For Windows Sub 1 Gross Value 62.00 62.00 Subscription Period 01 July 2015 Through 30 Net Price 62.00 September 2015 Subscription Sub Total 1.502.50 Total of Immediate Purchase 1,502.50 Grand Total of Quote (over life of contract) 6,010.00 Currency . USD Prices shown on this quotation are not inclusive of applicable taxes. Applicable taxes will be included on invoices. If your account is exempt from standard taxes. please provide supporting documentation. Bentley Systems, Incorporated 685 Stockton Drive, Exton, PA 19341 Phone: 1 800 513 5103 Fax: +1 (610) 458 2779 Website: www.bentley.com E-mail: bac@bentley.com Date: Valid Until: Customer ID Ship -to: Tel No: Fax No: entley Sustaining Infrastructure 27 May 2015 02 June 2015 4076308 Weld County Information Services Attn: Jeannine Allen P .O. Box 758 GREELEY CO 80631-1117 U SA + 1 (970) 304-6570 + 1 (970) 304-6572 Bill -to Tel No: Fax No: Billing Cycle RAS Number: 40666351 Number of Pages: 3 / 5 Weld County Information Services Attn: Jeannine Allen P .O. Box 758 GREELEY CO 80631-1117 U SA + 1 (970) 304-6570 + 1 (970) 304-6572 Because there is more than one billing period left on the term of your agreement with Bentley, the items on this quote will be invoiced on the following date(s). Part # Description Quantity Unit Price Gross Price Surcharge Discount/ Net Price 2918/ Su Subscription December CivilStorm Standalone Period 01 2015 October 50 Links 2015 SELECT Through 31 1 248.50 248.50 0.00 248.50 2918/ Su Subscription March CivilStorm 2016 Standalone Period 01 January 50 Links 2016 SELECT Through 31 1 248.50 248.50 0.00 248.50 2918/ Su Subscription June CivilStorm 2016 Standalone Period 01 April 50 2016 Links Through SELECT 30 1 248.50 248.50 0.00 248.50 2920/ CulvertMaster Subscription December Period 2015- SELECT 01 October Subscription 2015 Through 31 2 62.00 124.00 0.00 124.00 2920/ CulvertMaster Subscription March 2016 Period SELECT 01 January Subscription 2016 Through 31 2 62.00 124.00 0.00 124.00 2920/ CulvertMaster Subscription June 2016 Period SELECT 01 April Subscription 2016 Through 30 2 62.00 124.00 0.00 124.00 1003/ Subscription December MicroStation SELECT Period 01 2015 October Subscription 2015 Through 31 1 213.50 213.50 0.00 213.50 1003/ Subscription March MicroStation 2016 SELECT Period 01 January Subscription 2016 Through 31 1 213.50 213.50 0.00 213.50 1003/ Subscription June 2016 MicroStation Period SELECT 01 April Subscription 2016 Through 30 1 213.50 213.50 0.00 213.50 4093/ Subscription December Power 2015 InRoads Period SELECT 01 October Subscription 2015 Through 31 2 427.25 854.50 0.00 854.50 Bentley Systems, Incorporated 685 Stockton Drive, Exton, PA 19341 Phone: 1 800 513 5103 Website: www.bentley.com Fax: +1 (610) 458 2779 E-mail: bac@bentley.com 2.....A Frsv- Bentie .(c) Sustaining Infrastructure Date: Valid Until: Customer ID - 27 May 2015 02 June 2015 4076308 Billing Cycle RAS Number: Number of Pages: 40666351 4/5 Part # Description Quantity Unit Price Gross Price Discount/ Surcharge Net Price 4093/ Subscription March Power Period 2016 InRoads SELECT 01 January Subscription 2016 Through 31 2 427.25 854.50 0.00 854.50 4093/ Power InRoads Subscription Period June 2016 SELECT 01 April 2016 Subscription Through 30 2 427.25 854.50 0.00 854.50 2923/ Subscription December FlowMaster 2015 For Windows Period 01 October Sub 2015 Through 31 1 62.00 62.00 0.00 62.00 2923/ Subscription March FlowMaster 2016 For Windows Period 01 January Sub 2016 Through 31 1 62.00 62.00 0.00 62.00 2923/ Subscription June 2016 FlowMaster Period For Windows 01 April Sub 2016 Through 30 1 62.00 M 62.00 0.00 62.00 Grand Remaining Total of ♦ Contract Billings Quote (over life of Subtotal contract) 4,507.50 6,010.00 Hwy Prices shown on this quotation are not inclusive of applicable taxes. Applicable taxes will be included on invoices. If your account is exempt from standard taxes, please provide supporting documentation. Bentley Systems, Incorporated 685 Stockton Drive, Exton, PA 19341 Phone: 1 800 513 5103 Fax: + 1 (610) 458 2779 Website: www.bentley.com E-mail: bac@bentley.com Renewal Advice RAS Number. 40666351 ,F2-3 Bentley- Sustaining Infrastructure Number of Pages: 5 / 5 9 Export Control: You acknowledge that these commodities, technology or software are subject to the export control laws, rules, regulations, restrictions and national security controls of the United States and other agencies or authorities based outside of the United States (the "Export Controls"). You must not export, re-export or transfer, whether directly or indirectly, the commodities, technology or software, or any portion thereof, or any system containing such commodities, technology or software or portion thereof, without first complying strictly and fully with all Export Controls that may be imposed on them. The countries subject to restriction by action of the United States Government or any other governmental agency or authority based outside of the United States, are subject to change, and it is your responsibility to comply with the applicable United States Government requirements, or those of any other governmental agency or authority based outside of the United States, as they may be amended from time to time. For additional information, see http://www.bis.doc.gov Bentley is subject to the United States Department of the Treasury Office of Foreign Assets Control (OFAC) Sanctions Programs regulations. Those regulations require Bentley not engage in transactions (1) with designated persons and entities set forth on OFAC's Specially Designated Nationals List ("SON List"), see http://www.treasury.gov/ofac/downloads/ctrylst.txt , or (2) where a customer intends to finance a purchase of Bentley software and/or technology through new debt or equity by or for entities identified on OFAC's Sectoral Sanctions Identifications List ("SSI List"), see http://www.treasury.gov/ofacidownloads/ssitssi_ctrylst.txt. Accordingly, Bentley will not engage in such transactions. **Note: Pricing is only applicable to the products and quantities contained within this quote and may not be applied to a subset of the quotation. If you are a SELECT Subscriber, the terms of your SELECT Program Agreement shall apply to any purchases made pursuant to this quote. Your payment term shall be: Net 30 Days Any additional or different terms or conditions appearing on your purchase order, even if Bentley acknowledges such terms and conditions, shall not be binding on the parties unless both parties agree in a separate written agreement. Agreed and accepted by: (Subscriber's Signat re) Barbara Kirkmeyer (Subscriber's Name) Chair, Board of Weld County Commissioners (Title) AUG 1 0 2015 (Date) Bentley Contact: Name: Gina DeMasi Tel: +1 (610) 458-5000 If you would like us to bill this quote against a Purchase Order, please indicate the purchase order number below and attach a copy with your acceptance of this quote. L I Please bill against PO N# II Purchase Order is not required. We will accept 43entley's invoice on t basis of this signed quote (Subscriber's Signatu AUG 1 0 2015 (Date) Bentley Systems, Incorporated 685 Stockton Drive, Exton, PA 19341 Phone: 1 800 513 5103 Fax: +1 (610) 458 2779 Website: www.bentley.com E-mail: bac@bentley.com 020%.--P27/1 A. IL -dam— _L. : PP t LI I A r BENTLEY BENTLEY SYSTEMS, INCORPORATED SELECT PROGRAM AGREEMENT NORTH AMERICA Bentley SELECT Agreement Number 'iCQ9eiBGdia �BENTLEY SELECT Ihis SELECT Program Agreement (together with all exhibits and attachments hereto as in effect from time to time the Agreement') is made as of the Effective Date by and between Bentley Systems Incorporated, a Delaware corporation with its principal office and place of business at 685 Stockton Drive Exton, Pennsylvania 19341, and the subscriber identified below (•Subscriber ) All references herein to Bentley include Bentley Systems, Incorporated and its direct and indirect subsidiaries Subscriber desires to enter into this Agreement to subscribe to the Bentley SR ECI' ' Program ( SELECT Program-) to acquire licensing privileges and services offered from time to time under the SE1 ECI Program all as more fully described in the lettered exhibits attached hereto Subscriber upon signing this Agreement, is bound by the terms of this Agreement and Exhibit A and B hereto Subscriber shall be bound by any amended or supplemental exhibit provided by Bentley upon Subscriber's license or purchase of products or services to which such amended or supplemental exhibits apply T'he lettered exhibits attached to this Agreement art incorporated herein and matte a part of this Agreement, as such exhibits may be updated, amended and supplemented with additional exhibits horn time to time upon thirty (30) days after delivery through electronic or other means to the Subscriber; provided, that as to particular products and services licensed or purchased hereunder; Subscriber shall be bound by the form of the exhibits in effect at the time the products or services are licensed at provided Upon any renewal of this Agreement, the updated, amended or supplemented exhibits in effect at the time of such renewal, if any, shall be applicable to all licensing privileges and services tinder the SELECT Program provided from anti after the date of such renewal Notwithstanding the foregoing, no amendment or supplement to the exhibits to this Agreement after any perpetual license purchase shall limit or impair the rights of Subscriber under the perpetual license terms and conditions in effect at the time such license is acquired For definitions of the capitalized terms used in this Agreement and the Exhibits hereto, see Section 1 of the General Terms and Conditions included as Exhibit B. The term of this Agreement is set forth in the General Terms and Conditions under the caption "[ern; termination." the terms of all Product licenses acquired hereunder shall be as set forth in Section 5 of Exhibit A to this Agreement, and all Product licenses hereunder are subject to the termination provisions applicable to such licenses in Section 5 of Exhibit A to this Agreement and in the General Terms is and Conditions. Subscribers may not use the licenses, services and other benefits provided under this Agreement for purposes of developing software applications for distribution outside of their organization or for providing end -user training on Bentley Products other than to internal end users If your organization falls into either of the foregoing prohibited categories, then please contact Bentley about other programs that are better suited for your business. BY SIGNING BELOW, SUBSCRIBER ACKNOWLEDGES THAT, iHROUC.H II'S AUTHORIZED REPRESENTATIVES, II HAS RPAI) &ND UNDERSTANDS THIS AGREEMENT (INCLUDING MI ATTACHED EXHIBITS), AGREES TO BE BOUND BY THE FERMIS AND CONDITIONS CONTAINED HEREIN AND HAS THE AUTHORITY TO ENTER TN TO THIS AGREEMENT SUBSCRIBER IS NOT ENTERING INTO THIS AGREEMENT ON HIE BASIS OF ANY REPRESENTATIONS NOT EXPRESSLY SET FORTH HEREIN. A FULLY EXECUTED COPY OF THIS AGREEMENT Will BE RETURNED TO SUBSCRIBER AFTER THIS AGREEMENT IS APPROVED AND ACCEPTED BY BENTLEY. SU SCRIBER 0\ AIN _IN au) AJC Company N, tied Name 'stelk3•stel3C41--nA)4 44a_ "T`itl`e elat :r62-14 -Aa) Address: r le?) ir "e3C- ia'Eq .J atA.3 Telephone:97v Facsimile: 9.1) Date Signed: 1/4 S 10?),‘,(47(-/ ael-Mity BENTLEY SYSTEMS, INCORPORATED Signs Print l Name c c oo O Title 685 Stockton Drive Exton, Pennsylvania 19341 • ipes.ciet);_,54- i'el epho ne: 610-458-5000 Facsimile: 610-458-1060 Date Signed: _. 5lii_JAc 1of12 SE1002520-1, , 0003 9/04 This page intentionally left blank BEN! LEY SELECT PROGRAM AGREEMEN"t SELECT Program Benefits Exhibit A rated as of August 31, 2(104 Gent rat Subscnber agrees to purchase SELECT Program c•oteruge for all Bentley Products licensed by Subscriber Bentley shall provide SELECT Program services to Subscriber for MI Bentley Products licensed by Subscriber subject to the provisions of this Agreement Subscriber shall complete and submit to t3enttcy the form set forth in Attachment I hereof Subscriber represents and warrants dint Attachment I sets forth a complete list of all Bentley Products licensed by Subscriber as of the effective date of this Agreement and the Sites where such Products are used Any additional Bentley Products licensed by Suh`criber during the term of this Ags'temtnt shall be addled Automatically to Subscriber's SELECT Program coverage iicttunder and the additional SELECT Progrtnt Fees «ill be included in Subscriber's periodic invoices for SELECT Program Scalers. SELECT Support Seniors 2 01 Bentley ma) provide SELECT support srrviccs to Subscriber tither directly or..it its disc etion through authorized Bentley Channel Partners .% Channel Partner's .duthonzation may be. limited to a particular Site or Sites Subscriber acknowicdges that (:hmnnel Partners are independent contractors of Bentley. and that there is no employer/employee relationship between Bentley and its Channel Partnrn 2 02 Bentley shall provide cectmnical Support scrcices to Subscriber, which includes telephone", facsimile. electronic mad anti Internet based Support to assist Subscribers regarding the use of Hendry Products and services (however, nut to include professional services or prnfcssion;l training services) antd reasonable efforts to respond to technic;d inquiries within four hours during regular business hours The tekphor►c ponion of Technical Support services will he availahlc seven drag a week 24 hours per day, provided that after normal business hour, at a Subscrber's regional support location Subscriber may be required to contact another Bentley support center. 203 Bentley shall hart no obligation to pruvide a re p,onse or other sen'ict hereunder if Subscriber's technical inquiry is caused by: (a) incorporation or attachment of i feature, program or device to 2 Product not approved or supplied b} Bentley; (b) any nnntonformantt caused by accident. transportation neglect misuse, alteration, modifirniun. or tnit►ncement of a Product; (c) failure to provide 3 suitable installation environment: (d) use of the Product other than as described in its Document Set or is authorized under this ,Agreement: or (c) faifurt to incorporate any Update previously released by Bentley Bentley shall offer SELECT support services for a given version of a Product, for at iciest twelve months or until two Upgrades have been prepared hr Bentley whichtvtr occurs first 204 if Subscriber experiences a pmductron-stopping anomaly. Bentley will use good tmrh efforts to create an appropriate solution and deliver it electronically or through such tnher means ss &nifty may ( vvnc 'R "rti o"vle ulrirc ion 3 Upgndes Updates. and Platform Exchanges 3 Of Subsctitxr shall have the right to receive, at no additional charge (other titan shipping snd handling, if applicable), Upgrades and Updates for each Product covered by the SELECT Program as such Upgrades and Updates become available. Subscriber shall also have the right to exchange at no additional charge (other than shipping and handling, if applicable), a license for a Product (other than a Subscription License) covered by the SELECT Program on one platform for an equivalent license for such Product on another platform la'Platform Exchange") 3 02 Such Upgrtde. Update, or Platform Exchange may be in downlo;tdable electronic form or ;any other means as Bentley may choose from time to time in its wee disci -Limn 3 03 to order for Subscriber to be eligible to receive Upgrades, Updates, or Platform Exchanges Bentley may require that Subscriber first return the Product (or component thereof such as hardwire lock or CI?•ItO,SI) subject to the upgrade Update or Platform Exchange directly to tsrntley 3 04 ff Subscriber receives an Upgrade and uses such tlpp rxdt then Subxrther's aggregate oat of the Upgrade and the original Product subject to such Upgrade may not exceed the number of licenses purchased for such Product If Subscriber receives a Platform Exchange then Subscnber must immediately cease using the anginal Product subject to such Platform Exchange 4 SELECT Online Subscriber shall receive access to SELECT Online as set torch below ,ind in mort detail in the applicable online agreement found at wwwbentteycoat (the `Online Agreement"); .1O1 Bentley may, From rime to time, offer certain services to its SELECT subscribers on a computer online. service, ckctronic bulletin board, Internet site or through technology developed in the future ('SELECT Online"). Subscriber shall use SELECT Online on!) in accordance with and subject to this Agreement, the terms provided herein and as supplemented from time to time in the Online Agreement that is a condition precedent to use of SELECT Online. The Online Agreement Supplements this Agreement but does not supersede it in any respect In the event of a conflict between the Online Agreement and this Agreement the terms of this Agreement shall control 4 02 Bentley shall have the sole right to control the format content clelivtr}. and all other aspects of SELECT Online Bentley specifically reserves the right nt any time to modify the information provided through SELECT Online discontinue any portion of SELECT Online, or terminate the SELECT Online service altogether %without prositiing Subscriber ;my prior notice •103 Absent a written agreement with Bentley to tht cuntnrr Subscriber's use of SELECT Online constitutes Subscriber agreement to be hound by the terms of the Online Agreement 5 Produc t tic ensing 5 01 General (a) Existing Licenses Bentley and Subscriber agree that the terms of this Agreement shall amend and supplement all license agreements existing as of the Effective Date for Products (including prior versions thereof) in the event of a conflict between the terms of my license agreements existing as of the Effective Date for Products and the terms of thisAgrerment the terms of thisAgreement shall control until termination of this Agreement, whereupon, with respect to my perpetually licensed Products, the terms of the license agtemt nt prvvfded with the Product upon its delivery CO Suhscribtt shrill govern Subscriber's use of any such Product (b) Future Licenses. in iht event chat Subscriber acquires or licenses a copy of a Product, Subscriber's use of such Product shall be governed 1w the terms of the license agreement provided with the Product upon its delivery to Subscriber ati amended or supplemented by the terns of this Agreement in effect at the time of such purchase Subscriber hereby agrees that its downloading or use of any Products delivered to it shall constitute Subscriber's acceptance of the licenser agreement terms provided with the Product upon its delivery to Subscriber. If Subscriber licenses additional cr►pies of a Product that is already licensed by Subscriber such additional licenses may be authorized through delivery of a new License Kty and without delivery or download of rut) additional Product In such instances. Subscribtr agrees that the license agreement terms contained or cross-referenced in the License Key shall govern Subscriber's use of such Product In the event of a conflict between the terms of the license agreement provided with a Product upon its delivery to Subsceihct and the terms of this Agreement iR effect at the time such Product is purchased. the terms of this Agreement in efkct at the time such Product is purchased shall control for the term of this Agreement However. with respect to any perpetually licensed Product, upon any termination of this Agreement the terms and conditions of the license agreement provided with the Product upon its delivery to Subscriber shall govern Subscriber's w't of the Product (c) No Transfers. Subject to Section Sol of Exhibit H. Subscriber shall not sell, transfer, assign, grant a security interest in sublicense. loan, lease or rent any of its rights under its licenses to use Bentley Products without the prior written consent of Bentley. if consent is given by Bentley, Subscriber may permanently transfer a license to another end user provided all software and related documentation and media covered by such license arc transferred to the transferee end user and the Subscriber does not retain any copies thereof, and provided further that the transferee end user agrees in writing with Bentley to cover all of its licensed Products under the SELECT Program and be hound by the terms of the license agreemtnt then in effect for such Product (tf) No Commercial Hosting, Prutlucts are licensed for Protluction Use only. Products may not be used to provide commercial hosting services or as the basis for fee or transaction based services 5 02 licensing Programs. Unless uthtnvise specifically set forth herein, Bentley Products are licensed on a Per Device basis as set forth in the applicable end user license that ships with the Bentley Product. The following licensing programs an. not anilable for all Products; please check SELECT Online to see which Products are eligible fur the crspective licensing programs (absent a specific designation of eligibility, a Product is ineligible for my such program) Bentley reserves the right to add or remove any Product front eligibility for licensing under the fullowing programs Bentley reserves the right to discontinue any of its licensing prugrirm at any time without notice to Subscriber. However, until renewal or termination of this Agreement, such termination of :tttp licensing program shall not ;►fleet the licenses for Products previously granted pursuant to such L mdinated licensing program For purposes of clarity all licenses previously granted pursuant to a terminated licensing program shall terminate upon the renewal or termination of this Agreement (a) Pooled Licensing. IN a Product is designated as eligible on SELECT Online then Bentley hereby grants to Subscriber 3 tintited non•cransfenble non -occlusive right to use such Product for Production Ltse only on mudti•user computer networks and to Install a Licensed Product on more than one computer or hard disk. provided that all users under this arrangrntcnt are At the sarnc Site and the number of users that Use i Product during any one intenal does not exceed the number of copies of such 3 of 12 BENTLEY SELECT PROGRAM AGREEMEN T SELECT Program Benefits (continued) Product for which Subscriber leas licenses et such Site Any Subscriber using pooled licensing hereby agrees to install and Implement &ntley s SELECTserver or such other Bentley licensing technology as may be required b) Bentley from time to time to monitor usage. Subscriber sgrers, upon Bentley's request, to transmit to Bentley true and accurate copies of the usage log tiles generated by SELECTservcr or such other Bentley licensing technology as may be required by ikniley from lime to time For purposes of clarity. the right to pool licenses of Products granted w Subscrihxr pursumt to this Section 5 020) of Exhibit A shall terminate in the event of my termination or non -renewal of this Agreement, notwithsunding that the ,ubiect Produces ma) be licensed on a perpetual basis the pooled licensing benefits set forth in this Section 02(a) of Exhibit A arc not applicable. to Sever Produces Client Software and associates! G1is (b) No -Charge Licenses for Certain Products. If a Product is designated as eligible on SELECT Online. Subscriber is hereby entitled on 3 non-exclusive basis, withtnrt payment of license kits but otherwise subject to the terms of this Agreement to create Production Use copies, for use only by Subscriber of certain Products made ;tvaibble by Bentley (ruin time to time and which .tic designated by Bentley as nochargt software Subscriber is entitled to redistribute Such Products, which are designated by Bentley as available for such redistribution in machine readable form to third panics to which Subscriber distributes its Bentley Products iks: provided that Suhxriber procures tack such third party's agreement not to further redistribute such Products, Unless Bentley specifically authorizes otherwise in writing such free licenses !;ranted or redistributed hereunder will expire upon termination of this,tgreemenl (c) home Use Licenses. Unless Subscriber notifite flentkv in writing that Subscriber's employees shall not be entitled to obtain home use editions of a Pracluct Bentley will distribute upon an employee's request made through Subscriber's site ,tdmtnistrrtor, ,end permit Subscriber's employees to use without charge, home use editions of certain Products tfor which such editions are avaihbte . as designated on SELECT Online) in acecmktnce with the terms set forth in the license .Agreement provided with such rtome use edition of a Product as amended and supplemented by this Agreement Restrictions on home use licenses meiotic the following: home use licenses :ere not permitted to be used for Production Use or any commercial use. including training; home use licenses zrc not for use in Subscriber's offices; home use licenses rt]ay not be stored on any electronic media; home use licenses must be permitted in Subscriber's jurisdiction The total number of home use editions :iniilable to Subscnber's employees may not exceed the number of Subscriber's Product licenses to which the borne use editions relate Home use editions of Products are ineligible for technic;st Support even if Subscriber has purchased SELECT Program scniices Subscriber shall not be responsible for ensuring compliance by its employes with the Bentley horse use license nor shall Subscriber be liable for any brc;fiches of such license by its employees Such home use licenses granted hereunder will expire upon termination of this Agreement (d) Evaluation of Products. If a Product is designated as eligible on SELECT Online, Bentley hereby grants to Subscriber subject to its compliance with the procedures of this Section 5.02(d) of Exhibit A, a limited non•1ransfrrable nonexchasise right to create using SELECT Online (following the registration requirements set forth on SELECT Online), one (.1) copy per Site of each Product contained on SELECT Online solely for Eyait action Use of such Product, provided that Subscriber shall have: no right to create evaluation copies of Products previously licensed by Subscriber. The duration of use of an evaluation copy shall not exceed thirty (30) days, :utd Bentley may provide the Product with a mechanism that will cause the Product to time out or expire after thirty (30) days- Upon the earlier of the conclusion of such (30) da) evnhuxtion period or the termination of this Agreement, Subscriber shall destroy all copies of Products created for evaluation hereunder sod upon request b) Bentley certify such destruction in writing (c) Subscription licensing. (1) Subscriber may, upon Bentley's approval license certain Products for a specified term (a 'Subscription License') A Subscription License may entitle Subscriber to license rights in a single Product (a 'Product Subscription") or a specified portfolio of Products (a 'PinMiv Subscription.) To be eligible to participate. Subscriber must be current on all outstanding invoices for amounts owed to Bentley (2) Subscriber shall receive, for each License Key fora Product Subscription anti for all Products in ;i Portfolio Subscription, a nortcxcluslwr right Intl !funned term license to use, in Object Code form in the Country and for Production Use.ane (I) copy of such Product Subscription or Portfolio Subscription for the term set forth in the License Key. Each Portfolio Subscription is licensed for use on a single computer and its component trans or individual Pnduct elements if my may not be separated for use on more than one computer. The license term for a Product Subscription or Portfolio Subscription shall commence upon Subscriber's receipt of the Serial Number Zntt, unless earlier terminated. shall continue for the remaining current term of tilt Agreement or such shorter term (not less than one (I) month) as Subscriber may elect at the time the purchase order is delivered and reflected in the license Key (the. 'License Term"). The License Term (and each successive term) shall automatically renew at its expiration for a successive term equal to the then crmaining terse of the Agreement, or such shorter term (not less than one month) es a Subscriber tray elect at the time of such renewal, unless either part) gives notice of its election not to renew the License Term it least thirty (30) days prior to the expiration of the than current term The License Term fora particular Product Subscription or Portfolio Subscription shall terminate upon termination of the Agreement or in the event of non -renewal at the end of the then currant LicenseTerm as provided in the preceding sentence (3) flit fees in effect as of the date 3 Product Subscription or Portfolio Subscription icenst is initiated or renewed hereunder shall remain in effect for such Product Subscription or Portfolio Subscription until the expiration or renewal date of the License Trrm for such Product Subscription or Portfolio Subscription On the renewal date the prices in effect on such date shaft be :upplic'able (-i) During the License Term and any renewal term all Product Subscriptions and Portfolio Subscriptions shall ix untitled to 41 SELECT Program services that the same Products under 3 perpetual license would be entitled to receive (5) Subscriber recognizes than the Product Subscriptions and Portfolio Subscriptions arc not licensed on n perpetual basis and arc provided to Subscriber fur use only for the applicable License Terra or any renewal term In no event will a Subscnption License continue beyond the expiration or earlier termination of the SELECT Agreement under which it is granted Subscriber recognizes that Product Subscriptions and Portfolio Subscriptions may be delivered to Subscriber with embedded Time Clocks Subscriber agrees that Time Clocks are not considered a defect of the Product Subscriptions or Portfolio Subscnptions and releases flunky from any and all claims, however characterized arising from or related to Nut Clocks or their operation Subscriber may not rrtuove or evaeie Time Clocks (6) In the event of any inconsistency between this Section 5 02(c) of Exhibit A and any other Section or Exhibit of this ,%grcement, or between this Section 5 @3(e) of Exhibit A and the terms and conditions in the license agreement provided with sn) Pronuet that i! the subject of 1 Subscription License, this Section 4.02(e) of Exhibit shall control with respect toSubseription Licenses Product Subscriptions and Portfolio Subscriptions (I) Client Software Benefits. Cinder the SELECT Program. if Client Software is designated is eligibie oil SELECT Online, Subscriber may aggregate all CAL (of any type, Device or User) and install and use the Client Software on any Device to access any properly licensed Server Products, for Production Use only up to the total number of aggregate CALs licensed by Subscriber. Upon expiration or earlier termination of this Agreement, the terms of the license agreement provided with the Client Software and the CAL shall thereaftergovern the use of such Client Software and the associated CAL and Subscnber shall no longer be entitled to aggregate CALs as set forth in this Section Subscriber agrees upon Bentley's request, to transmit to Bentley true and accurate copies of the usage tog irks generated by Server Products or such other Bentley licensing technology as may he required by Bentley from time to time (g) SELEC'fserver. Subscriber may, upon Bentley's approval, and at no charge. license Bentley's SELECTserver Product (or such other server bused license management technology that Bentley may offer) if Subscriber elects to license Bentley's 3ELECTsener Product or otherwise elects to take advanuge of certain licensing programs offered under this Agreement that require use of SELECTserver (including. but not limited to licensing under 5 02(a) and 5.02(f), of this Exhibit A). then Subscriber must install a SELECTsener at each Site The terms of Subscriber's use of the SE[ECTsen•er Product shall be is set forth in the license agreement provided with the SELECTserver Product, as such terms Are amended or supplemented in this Agreement. The license rights granted to Subscriber for the SELECTserver Product (or such other senerhased license management technology that Bentley may offer) shall terminate upon termination of this Exhibit A or this Agreement Subscriber acknowledges that SELECTsenier (or such other server -teased license management technology that Bentley may offer) may be delivered to Subscriber with embedded Time Clocks. Subscriber agrees that Tune Clocks are not considered a defect of the Product and releases Bentley from any and all claims, however characterized, arising from or related toTime Clocks or their operation Subscriber may not remove or e'ndt Time Clocks Subscriber agrees. upon Bentley's request to transmit to Bentley true and accurate copies of the usage lug files generated by SELECTserver or such other Bentley licensing technology as may be required by Bentley from time to time of 12 BENTLEY SELECT PROGRAM AGREEMENT SELECT Program Benefits (continued) 6 SET ECT Program Fees 6 01 Subscriber shall pay to Bentley the 3pplicabfe SELECT Program Fee in effect fur each Product licensed as of the Effective Date of this Agreement Subscriber shall pay to Bentley the applicable SELECT Pmgnml Nee in effect for each additional Product licensed during the term hereof as of the date such additional Product license is purchased With respect to the Products licensed b? Subscnber during the term of the Agreement. the fees in place its of the Effective Date or, with respect to additional Products licensed .0 of the date of such purthase. shall remain in effect for the Subscriber until the date of the next renewal of this Agreement it which time the fees shall be changed to those charged by Hendry a5 of such renewal date provided that no changes in fees for Products covered shall he effective until thirty (30) clays liter Subscriber receives notice of .:uch changes from ;tn authorized Bentley representative Subscription License• fees as set forth in Section 5 02(e) of this Exhibit A arc inclusive of SELECT Program coverage and no additional fees for SELECT Program coverage shall apply for Products licensed .order a Subscription t.icense 602 Bentley stall initially invoice Subscriber for one (I) yen of SELECT Program Fees for all Product licenses as of the Effective fate of this Agreement Bentley shall provide Subscriber with 3 pro -rated annual invoice for all Pro duct licenses purriused during the first year following the Effective Date of this Agreement. As of the first anniversary of the Effective Date of this Agreement. all .nvoic'es for SELECT Program Fees fur Product licenses shall be issued quarterly: Quarterly invoice% reflecting nt w Product licenses will include ,t pmnted amount reflecting coverage of the Product under the SELF.Cr Pmgram during the preceding calendar quarter plus the full amount for the current calendar quarter lkntlty may modify the timing of invoicing hereunder at any time. 6 05 Calculation and pa} mint of the SELECT Program Fee hereunder shall bt bard on the local price and local currency of the Subscriber's Site where the related Products are used 604 Certain non-U S. Slits rwsy he subject w an additional membership fee where such a fee is applicable generally to Bentley SELECT subscnbers located 'in the Ante country as such Site 5 of 12 BEN [ LEY SELECT PROGRAM AGREEMENT General terms and Conditions Exhibit B Dated as 0f August 31, 2004 I DEFINITIONS the capitalized words. Ictms and phnses in this Agreement shall have the. me:tnings set forth below: 1 01 'Agreement' means the SELECT Program Agreement executed by Bentley .and the Subscriber and Al exhibits attachments and amendments as in effect from time to time 102 'Bentley Products" or Products' mean the software products, data and other materials. previously or hereafter distributed by Bentley through delivery mechanisms determined in Bentley's sok discretion (incuding but not limited to distribution via SELECT Online through download or by ordering through CD format) that Bentley makes available to Subscriber typically an Object Curie form only for licensing hereunder including Updates and Upgrades thereto 1 03 'Gap means client access license t 04 Channel Partner' or - Bentley Channel Partner' means individuals and companies who air :authorized by Bentley to provide SELECT support services as set firth in Exhibit A Section 2 I 05 "Client software' means softw;in that .plows :t !k ice to access or utilir-c (or where applicable he managed by) Server Products (and also where applicable to utilize certain :aspects of the Products when disconnected frnrn the Server) 1 06 .Country' means the country (i) where the Product is lit st obtained from Otntley or a Channel Partner; or (ii) specified in the purchase under for which a Pntductiott Us copy of the Product may be made or the Product is authorized to be used i 07 'Definition of Use' skill have the meaning set forth in each License Key 108 'Device` means ;t Single personal computer workstation terminal kind held computer pager telephone personal digted ;tssut:tnt Setter or other electronic device 109 : Distribute' means distribution by Bentley through all means now known or hereinafter do weeper! 'Document Sett means with respect tot Product. one copy of one or more user guides developed for use with such Product in electronic format or such other format as elected by Bentley in its sok' discretion I t ► •1F_fectivt Matt;' nK-arts the flare Out this Agrteintnr :rCC by Bentley as indicated on the last page of this Agreement 1 12 'Evaluation Use' means the use of 3 Bentley Product sold) for internal evaluation of such Product Evaluation ttse expressly excludes use in connection with ongoing projects use for compe rnaition of any kind. ;Ind Production Use I 13 'External User' means any User (not an organization) Soho is not: (i) out of Subscriber's full•time, part time, or temporary employees; or (ii) agency temporary personnel or an indepenaknt contractor oat Assignment at Subscriber's plaice of business or wort site. 16 license Key' means die document funtished by Bentley in electronic or such other format AS determined in Bentley's sole discretion, to Subscriber identifying the Product licensedsetting forth a Serial Number and authorizing use of a Product 115 Incense Term- shall x defined acv set forth in Exhibit A Section ? 02(e)(2) herein i t6 'Object Code' means the Products in a machine readable form that is not convenient to human understanding of the program logic .and that can he executed by a computer using the appropriate operating system without compilation or Interpnnattion Object Code specifically excludes source code 1 17 1 18 1 19 l 20 1 21 1 22 1 2.3 'Online Agreement' shall be defined as set torth in Ehibit A Section 4 herein • Order': shall be defined ,rs set forth in Exhibit C Section 101 herein 'PreExisting Works' shall he defined as set forth in Exhibit C Section 1 08 herein Platform Exchange shall lx drfTnti, as set forth in Exhibit Section 301 herein 'Portfolio Subscription' sh:a11 be defined as set forth in Exhibit A Section 5.02(ext) herein `Product Subscription' shall be drtinrd as set forth in ExtubitA Section 5 02(eXl) herein 'Production Use" means use of a Bentley Product in Object Code form by a User nr Device. as applicable, solely for internal production purposes and excludes External Users and Service Bureau Use 1 24 'Proprietary information' shall ix defined as set faith in Exhibit B Section 3 06(a) herein 1 25 'SELECT Online' shall be defined as set forth in Exhibit A Section I Ot herein 126 'SELECT Program Fee' means the fee for SELE:Cf Program services as set forth from time to time in Bentley's sole discretion t 27 'SUECTserver ntenns Bentky°;s server-tnsed lictn"ctng technology 1 28 'Serial Number means a unidluc nunthtr issued by Bentley for identification of a particular copy of a Product. which number shall be re gistricd to Subscriber and assigned by Subscriber to a particular copy of such Product 1 29 130 'Server' means one of Subscriber's computers that cut run a Server Product. • Server Product' means a Product that provides services or functionality to Subscriber's Server(s) 131 -service Bureau Else' includes managing. hosting distnbuting or othcnv<isc providing acCCsS to Products across 'i wade ;delta! network 132 'Site' means a discrete geogrtphrc location 1 33 'Subscriber' shall be defined as set forth on the front page of this Agreement 134 Subscription license'' shall be defined as set forth in Exhibit A Section 5 d'Z(e)(1) herein 135 'Subscription Licensing' mtan% licensing of ;t product or portfolio of products as set forth to iection 5 02(e) of Exhibit A of this Agee merit t 3G. Technical Support' means telephone. Facsimile Internet and electronic mail based support to Assist ,t subs( ribcr to the 5E1 ECT Program as described in Exhibit A Section 2 02 of this Agreement 1 37 Time Clocks' means copy -protection mechanisms or other security devices which may deactivate Products including Bentley- s SEIECTserver. after termination or expiration of the Agreement ins' applicable license term or any applicable renewal term Update' means :t maintenance release of a Product 'Upgrade means :I corunterciai release of a Product which has substantial addend function -alit) over the Product it is intended to replace 'Use' (whether or not capitalized) nie'ns utilization of the Product by an individual or when a Product has been loaded into temporary memory (i.e RAM) or instated into permanent memory to g hard disk CD-ROM or other storage device) of a computer 41 "User' means an indi►iduatl person 'Work"' shall ix defined its set forth in Exhibit C Section I f}i. herein ! 13 'Work Product' shall be defined as set forth in Exhibit C Section 101 herein 2 PAYMENT OF BEN i LEY INVOICES 2 01 Payment Terms. Subscriber shall pay each Reality invoice fur all Product licenses and services pnnided hereunder within thirty (30) days (ruin the date of such invoice Interest shall accrue on delinquent payments of such invoices it the rate of one and one-half percent (1.5%) per month or the highest rate permitted by applicable law, whichever is less in the event any payment hereunder is past due Bentky, at its discretion may suspend or after notice of such overdue payment and a thirty (30) day period to cure terminate Subscriber's sen'ices. rights, and licenses provided under this Agreement 2 02 Taxes Subscriber shalt be responsible fix the payment of any and 311 applicable taxes, including hut not limited to sales, use. occupation value added excise and property taxes (except for taxes based on Bentley's net income) 2 03 Local Price and Currency. Cakulation and payment of the SELECT Program Fee or any separate price fur all Products anti srnices hereunder shall be based on the local price and local currency of the Subscriber's Site where such Product or service is used 104 Records; Audit Subscriber shall maintain complete and accurate records of Product licenses prior to the date of this Agreement and its creation and use of the Products licensed hereunder to permit Bentley to determine whether Subscriber has complied with its obligations hetettnek•r These records shall include the location and id entitication of the Subscriber hardware' un which Subscriber uses each copy of the Products Subscriber shall. upon seven (7) days advance written notice by Bentley, permit reasonable inspection and copying of such records by Bentley or a third-ptirty auditor retained by Bentley at the offices of Subscriber during rrgWar working hours 6 of 12 BENTLEY SELECT PROGRAM AGREEMENT General keens and Conditions (continued) 3 INTELLECTUAL PROPERTY RIGHTS 3 01 Title; Reservation of Rights Sub -scriber ac knowledge's and agrees than (a) The Products. including the Document Sets for ench Product, and any information which Subscriber obtains through the SELECT Program or the use of SELECT Online or :tny other mews of electronic transmission contain proprietary information of Bentley its licensors or other suppliers. and are protected under united States copyright laws, other applicable copyright laws. other laws relating to the protection of intellectual property and international treaty provisions: (b) The entire right, title and interest in ;end to the Products. the Document t Sets any information Subscriber obtains through the SELECT Program dr the use of SELECT Online or any other means of electronic transmission and all ;tssociated intellectual property rights shall remain with Bentley or its licensors: (c) The Products ;an licensed nut sued, and title to each copy of the Protluus 0311 remain with Bentley or its licensors and +ltall not pia to Subscriber 'rnd (d) Bentley retains all rights nut expressly granted i 02 Source Code Subscribxr shaill have no right hereunder to receive review use or otherwise have access to the source code for the Products 3 03 Copyright Notices Subscnber shall rtproduct and include on ill copies of the Products created by Subscriber all copyright notices and proprietary legends of Bentley or its licensors as they appc;tr in or on chc original media containing the Products supplied by Bentley 3 04 Reproduction of Document Sets Subscriber ntay reproduce the Document Sets for its internal, non-commercial use only. but the cumulative number of such reproduced Document Sets may not acted the number of Products licensed by Subscnber that correspond to the Document Sets 3 US Reverse Engineering. Subscriber may not decode, rcverst engineer reverse assemble. reverse compile, or otherwise translate the. Pnxlucts or Document Sets except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation To the extent that Subscriber is expressly permitted by law to undertake any of the activities listed in the previous sentence, Subscriber will not exercise. those. rights until it has provided lientley with thirty (30) days prior written notice of its intent to exercise such rights 3 06 Proprietary information (a) Subscriber understands and agrees that Bentley may, in connection with the provision of Products and services hereunder disclose to Subscriber confidential. proprietary and technical information pertaining to Bentley Products and to Bentley's technology and business practices (collectively Proprietary Information ') Subscriber agrees to treat a Proprietary Information in accordance with this Section 3 06 of Exhibit B (b) Subscriber `hall maintain the confidentiality of ;di Pmpnrtary knit -citation Subscriber shall not reproduce of copy Proprietary Information except as permitted in this Agreement or as may be expressly authorized in writing in advance by Bentley. All such copies shall be marked by Subscriber as proprietary and confidential information (c) Subscriber shall only use Proprietary Information in furthe-rance of this Agreement, and may disclose Proprietary information only to those employees required to have knowledge of same to perform their duties pursinnt to this Agreement Subscriber shall not disclose or make Proprietary Information available to any third party at arty time (d) Subscriber Shall treat Proprietary Information with the same degree of care is it uses to protect its own confidential information and in no case less than a reasonable degree of care (e) Upon the termination or non•rrnew;i of this Agreement Subscriber shall return to Bentley ur if so requested destroy all Proprietary Information in its possession (1) Subscriber shall have no obligation of confidentiality with respect to any Proprietary information that (1) has entered the public domain other than through a breach of this Agreement. (ii) has been rightfully obtained by Subscriber from a third party with no obligation of confidentiality, or (iii) is previously known by Subscriber as demonstrated by clear And convincing evidence (g) Subscriber shall promptly inform Bentley upon knowledge of any actual or potential unauthorised use or disclosure of the Proprietary Information 3 07 No Benchmarks Subscriber may nut disclose rht results of any Product testing, including but not limited to benchmarks to any third party without first obtaining Bentley's written consent to tan sea 4 1METED WARRANTY: LINUUTATION OF REMEDIES AND LIABILITY 4 01 Limited Warranty In Subscriber. Except for Products licensed under Section 5.02(b). Section 5.02(c) or Section i 02(d) of Exhibit A hereof, which are provided to Subscriber AS -IS" and without warranty of ,toy kind Bentley hereby warrants for the benefit only. of Subscriber that (a) for a penal of ninety (90) days ( Nrharranty Period') from the date of delivery to Subscriber of a Serial Number or Product as the case may be the Product shall. under normal use operate in substantial conformance with the functional specifreation% sty forth in the Document Set applicable to such Produce and (b) fur a period of ninety (90) days from the iht< of delivery other products and materials furnished by Ifentlty to Subscriber shall under normal use, operate in substantial conformance with tht Bentley documentation .applicable to such pnxtucts and materials If any nwdifintionn enhancements or changes are made by Subscriber or at Subscriber's direction to the Products: if the Products are reverse -engineered. dtecompiled or disassembled: or if Subscriber breaches the terms of this Agreement, then the warranties in this paragraph shall be immediately terminated This limited warranty gives Subscriber specific legal rights Subscriber may have other rights which may vary from state/jurisdiction to state/jurisdiction 102 Exclusion of Warranties. THE WARRANT 1F5 STATED • iN PARAGRAPH 1.01 ARE BEN'TLEY'S SOLE AND EXCLUSIVE WARRANTIES PERTAINING TO THE PRODUCTS SELECT SUPPORT SERVICES AND OTIfER MATERL-AlS AND SERVICES LICENSED. DELIVERED OR OTHERWISE FURNISHED BY BFJ TLEY UNDERT ISAGI KMEWT BENTLEY DOES NOT WARRANT THAT THE PRODUCTS. SELECT SUPPORT SERVICES. OR ANY OTHER SERVICE OR MATERIALS W11L MEET SUBSCRIBER S REQUIREMENTS BE FREE FROM VIRUSES OR OPERATE UNINTERRUPTED OR ERROR FREE BENTLEY HEREBY DISCLAIMS ALI OTHER WARRANTIES EITHER STATUTORY, EXPRESS OR IMPLIED INCLUDING WITHOUT LIMITATION WARRANTIES AGAINST NON INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THESE EXCLUSIONS MAY NOT APPLY TO SUBSCRIBER AS SE STATES/JURISDICTION DO NOT ALLOW THE EXCLUSION OF CERTAIN WAR RAOMA`Tll} i 03 Exclusive Remedy. !bt entire liability of Eternity And the sole and exclusist remedy of Subscriber shall bt, in (Bentley's sole and absolute discretion, (1) to repair or replace a Product or other matt nab in breach of the foregoing worrintirs, (i) to advise Subscriber how to Achieve the same functionality with the Product as described in the Document Set through a procedure different from that set forth in the document Setae (iii) to return the punixise price or fees paid therefore, whirr written notice of such breach. specifying the defect, is furnished to Bentley during the Warranty Pe nod. Repaired, corrrcled, or replaced Products and Document Sets shall be covered by this limited warranty for ninety (90) days After the date: (a) of shipment to Subscriber of the repaired or replaced Products and Document Sets, or (b) Bentley advised Subscnber how to operate the Products so as to achieve the functionality described in the Document Sets 4 04 Exclusion of Damages del NO EVENT SHALL KENT LEY AND ITS LICENSORS AND SUPPLIERS BE LIABLE TO SUBSCRIBER FOR ANY INDIRECT, INCIDENTAL SPECIAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM INCLUDING WITHOUt LIMITATION LOST PROFITS, COSTS OF DELAY, INTERRUPTION OF BUSINESS. LOSS OF USE, INABILITY TO ACCESS ONLINE SERVICES. ANY FAILURE OF DELIVERY COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR UABI 1TIES TO THIRD PARTIES ARISING FROM ANY SOURCE EVEN IF BENTLEY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIMS. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. THE ABOVE I IMITATION MAY NOT APPlYTo SUBSCRIBER 05 DLsctaimer Subscriber acknowledges that the Products :tic not fault -tolerant :end host not been designed manufactured or intended fur case and will not be used in tht development of weapons of mass destruction as on -tint control equipment in haxartlous environments moulting fail•safe performance such as in the operation of nucleic facilities, aircraft navigation or communication systems. air traffic csontrol direct lift support machines or weapons a?sterns. in which the failure of the Products could lead directly to death personal injury or severe physical or environmental damage. Subscriber further acknowledges that the Products are not substitutes for Subscriber's professional judgment and accordingly neither Bentley nor its licensors or suppliers arc responsible for Subscribers use of the Products or the results obtained from such use The Products are intended only to assist Subxribtr in its business and art nut meant to be substitutes for Subscriber's independent testing and verification of stress, safety utility or other design panmtt•rs / of 12 BENTLEY SELECT PRocmAyl AGREEMENT General Ierms and Conditions (continued) -i 06 Limitation of Bentley Liability IN THE EVEN C THAT, NOTWITHSTANDING PARAGRAPHS 4 01. 4.02, 4.03, ► Ot AND i 05 OF THIS EXHIBIT B, BENTLEY IS FOUNT) LIABLE POR DAMAGES BASED ON ANY BREACH. DEFECT. DEPICIENC1 OR NONCONFORMITY IN A PRODUCT iN SELECT SUPPORT SERVICES, OR IN ANY OTHER SERVICE. OR MATERIALS. AND REGARDLESS OF WHETHER ANY RENMEDA SET FORTH HEREIN PARS OF ITS ESSENTIAL PURPOSE BY IAW_I3EtNTLEV S CUMULATIVE LIABILITY HEREUNDER SHALL NOT EXCEED THE PRICE PAID BY SUBSCRIBER FOR (i) SUCH PRODUCT, (ii) A ONF•YEAR SUBSCRIPTION TO THE SELECT PROGRAM. OR (iii) SUCH OTHER DEFECTIVE SERVICE OR .MATERIALS AS THE CASE MAY BE tHE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN BENTLEY AND SUBSCRIBER. BENTLEY'S 1'KICiNG REFLECTS rHIS At LOCATION OF RISK AND THE (IMITATION Of LIABILITY SPECIFIED HEREIN 107 Indemnification by Bentley Bentley shall pray any damages (malty awarded against Subscriber based on a chim against Subscriber that a Product which is developed and owned by Bentley infringes a third party -'s United States copyright, or results in e misappropriation of a third party i trade secret, in the Country where Subscriber has been authorized to place the Product subject to aurh claim into Production Use. if Subscriber provides to tkntley: (a) prompt written notice of any such claim. (b) all available information and assistance, and (c) the opportunity to exercise sole control of the defense and settlement of any such ctaim Bentley shall also have the right, at its expense either to procure the right tun Suhscnber to continue to use the Product or to replace or modify such Product so that it becomes non infringing. If neither of the foregoing akcrnativcs is available on terms that Bentley. in its sole discretion, deems desirable, Subscriber shall upon written request front Bendel'. return to Bentley the allegedly infringing Product, in which event Bentley. shall refund to Subscriber the price paid by Subscriber for each copy of such returned Product. less twenty percent (20%) for tacit elapsed yenr since the commencement IA the license for such copy. ikntky shall have no liability and this indemnity shall not apply it the alleged infringement is contained in a Product which Is not developed or owned by Bentley or is due to modification of the Product by Subscriber or the con►bination. operition or use of a Product with other softwart that floes not origutate from Bentley or if Subscriber is in brtaach of this Agreement Bentley shall also have no liability and this indemnity shall not apply, for the portion of any claim of infringement based on use of a superseder) or altered release of a Product if the intringcmcnt would have been avoided by the use of a cutfenl, unaltered release of the Product. [n no event shall Rentky's liability hereunder to Subscriber exceed the license fees paid by Subscriber for the tltegetlly- infringing Prutluct This Paragraph a 07 sets forth Subscriber's sole remedy fur intellrctu:d property infringement 5 EXPORT CONTROLS. flit Products have been manufactured or developed in the United State of America and accordingly may be subject to U.S. export control laws regulations and requirements. Regardless of any disclosure made by Subscriber to Bentley of :tn ultimate destination of the Products, Subscriber must not export or transfer, whether directly or indirectly, the Products. or ;any portion thereof, or any system containing such Products or portion thereof to anyone outside the United States (including further export ;f Subscriber took delivery of the Products outside the United States) without first complying strictly and fully with all export controls that may be imposed on the Products by the United States Government or any country or organization of nations within whose jurisdiction Subscriber uses the Products "Mt countries subject to restriction by action of the United States Government ate subject to change, and it u Subscriber's responsibility to comply with the United Stales Government requirements .is they may be amended from time to time Subscriber shall indemnify; defend and hold Bentley harmless (cran} breach of its obligations pursuant to this Ihtragraph 6 U.S. GOVERNMEsN1 R FS'I RICT ED KIGFl CS I,`' the Products are acquired tar or on behalf of the United States tOfAmerica, its agencies :uulior instrumentalities d,'t1 S Governntent'). it is provided with restricted rights. The Products and .accompanying documentation art 'commercial computer software end 'commercial computer software docwncutatiun' respectively pursieent to 48 C.F.R. 12 212 and 227 7202,1nd-restricted computer software" pursuant to 48 C.ER 52 227 19(a) as applicable Use, modification. reproduction release., perforntattcc display or disclosure of the Products and accompanying documentation by the U S Government are subject to restritctions ,is set forth in this Agreement and pursuant to 48 C.ER 12 21! 52 127 19 227 7202 and 1852 227-86 ti applicable 7 I ERN: TERMINATION ION 7 01 Term. This Agrcemrnt shall become effective on the Effective Date and shall continue for the it'll's) term of Subscriber's SELECT Program subscription set forth on Attachment I hereto and shall automatically renew for terms of like tenure unless tither party gives notice of its election to not renew the terns at least thirty (30) days prior to the expiation of the thrrecurrent term 7 02 Termination for Material Breach Either party may, at as option, terminate this Agreement in the event of a material breach of this Agreement by the nther party Any such termination may be effected unty through a written notice to the other party, specifically identifying the breach of breaches on which termination is based Following receipt of such notice. the p arte in breach shall have twenty one (21) days to cure such breach or breaches, and this Agreement shall terminate in the event that such cure is nut made by the end of such period; provided, however. Bentley shall have the right to terminate thisAgreement immediately if Subscriber breaches any of its obligations under Section 3 of this F„'chihit H The failure of Subscriber to pay an outstanding invoice of Renttey shall always constitute a material breach of this Agreement 7 03 insolvency.. If, under applicabir insolvency taws Subsetibtr becomes unable to pay its debts or becomes insolvent or bankrupt or makes arrangements with its creditors. or otherwise goes into liquidation, administration or recciven5hip thtn Bentley shall have the nght to ternainute this Agreement immediately by written notice 7 04 Consequences of Termination Upon the termination of thisAgretment for :any mason all of the rights and licenses granted to Subscriber in this Agreement shall terminate immediately With respect to any perpetually licensed Products. the term and conditions set forth in the license agreement delivered with such Products and the Definition of Use shall govern Subscriber's use of such Products Subscriber shall immediately discontinue. use of SELECT Online 7 05 Reinstatement Following Termination, Following a termination of the SELECT Program, Subscriber may reinstate such wen•icei only if Bentley consents to such reinstatement and Subscriber pays to Bentley in advance a SELECT reinstatement fee, in an amount to he determined in Bentley's sole discretion such amount not to exceed the amount of .ill fees that would have .accrued and hecn payable. excluding discounts. for the period between the tote of termination and the date of reinstatement 8 MISCELLANEOUS 8 Ol Assignment. Subscriber ;hall not assign this Agicerne t or delegate its duties hereunder without prior written consent by Bentley. For purposes of this Agreement, a change in control of Subscriber shall be considered an assignment for which Bentley's prior written con•cnt is hereby granted pruvided that the surviving entity from such change in control must enter into a SELECT' Agreement This Agreement may he. assigned by Bentky to any successor in interest to Rentky's business or to any direct Of indirect wholly -owned subsidiary of Lkntley Systems. Incorporated .Any purported assignment in violation of this provision shall be void anti without effect 8 02 Entire Agreement. This Agreement. together with the Exhibits and signed Amendments, if ;my. incorporate the entire agrrcnttnt of the parties and supersede and merge all prior oral and written agreements, discussions and understandings between the panics with respect to the subject mauler hereof The terms and conditions of this Agreement anti of the applicable Bentley confirmation shall apply to each order accepted or shipped by Bentley hereunder Any idditioml or different terms or conditions .appearing int a purchase order issued by Subscriber hereunder, even if Benttey acknowledges such trims and conditions. shall not he binding on die parties unless both parties expressly ogre in a separate writing as proslee(' under Section 8 03 of this Exhibit B 8 03 Amendments Except as otherwise contemplated herein with respect to updating, amending anti supplementing the exhibits this Agreement may only be amended Of modified by a writing duty executed by authorized representatives of the parties. 'molded. however, that any at1clition:a1 or different terms or conditions appearing tin a purchase order tern if required to be acknowledged by Bentley shall nut be binding on the parties 8 04 Notices Notices tindertItisAgreeruent shall be made or given as of the date of either hand delivery or mailing to such parry if stmt prepaid certified mad or Butt day air delivery to the address set forth on the first page of this Agirenaent All notices under this Agreement shall be addressed if to Bentley to its General Counsel and if to Subscriber, to its authorized representative identified in this Agreement or in a subsequent notice to Bentley 14.05 Force Majeure. Bentley shall not be ling* for failure to fulfill the terms of this Agreement due to fire, strike, war, government regulations. alts of God labor disturbances. acts of ter roriam or other causes which are unavoidable and beyond its control 8.06 Waiver. the feilu►t of tithe r party to insist upon any of :Is rights under this Agreement upon one or more occasions, or to exercise any of its rights shall not be deemed a waiver of such rights on any subsequent occasions 8.07 Survival.. The covenants contained in this Agreement which, by their terms, require or ccxttentplate performance by the parties after the expiration or termination of the Agreement (including but not limited to. Sections 5.01(a) (h). (c) and (d) and 6.01 of Exhibit A, Sections 1, 2 3 hi. 5 6. 7 04, 7.05 and 8 of Exhibit 11, and Sections 1.06.1.07 1.08, 1 09, 1 10, 1.11, 1 12, 1.14, 1.16 and 1 17 of Exhibit CO shall be enforceable notwithstanding said expiration or termination 8.08 Severability. The provisions of this Agreement shall be severable and the invalidity or unenforreabilury of any one provision shall not affect any other unless otherwise noted 809 Governing lawthis Agreement shall be governed by. interpreted, and enforced in accordance with the laws of the Commonwealth of Pennsylvania without regard to conflicts of law provisions To the maximum extent permitted by applicable law, the ponies agree that the provisions of the United Nations Convention on Contacts for the International Sale of Goods as amended and of the Uniform Computer Information 8 o1 12 BENTLEY SELECT PROGRAM AGREEMENT General Terms and Conditions (continued) Transactions Act as it may have been or hereafter may be to effect in any jurisdiction shall not apply to this Agreement 8. l Q Arbitration In the ewnt of any dispute, contro►ersy or claim between the parties arising under this ,Agn•etnent. the parties shall submit to binding arbitration before a single arbitrator in Philadelphia. Pennsylvania in accordance with the Conmtercial Arbitration Ruks of the American Arbitration Association the decision of the ;arbitrator shall hr final and binding on the panics, and the judgment upon the :twattl rendered by the arbitrator shall be enforceable in any court of competent jurisdiction. Etch party skill bear is own attorney's lets costs. and expenses incurred in such arbitration. 8 t t Independent Contractor Bentley s relationship with Subscriber for 10 purposes hereunder shall be that of an independent cornractor and nothing herein shaft he construed as creating at any time an employer and employee relationship between the parties 6.12 Change of Ownership. Subscriber shall provide Bentley with sixty (60) days ;idsance written notice Many changes in its ownership or location 3 I3 Headings, The headings in this Agrrtment are intended solely for conv-enitnct of reference and shall not .tffect the meaning or interpretation of this Agreement 9 of 12 BENTLEY SELECT PROGRAM AGREEMENT Professional Services Exhibit C D_taec( as of August 31, 2004 t Professional Services I Of Subscriber may request pmfessional services from time to time and Bentley may agree to perform such services pursuant to this Agreement the description of professional services requested by Subscriber and which [kinky agrees to perform tail be set forth in one or more written descriptions labiekd'SELECT Professional Services" and signed by Subscriber and Bentley (each an 'Order"). Bentley shall have the right to accept or decline my proposed Order Each Order shall set forth at a minimum, the work to Ix done. the number of Bentley's personnel to lx assigned to Subscriber's workthe duration of taeh individual's assignment. and the ices for the work. The services and other provisions described on the Order(s) ire referred to collectively as the 'Work" while the results ul the Work if any are referred to as die 'Work Product' 1 02 Method of Performance. Bentley. in conjunction with its personnel, will determine the method details. and means of performing the Work to be carried out for Suhscribee including the cue of subcontractors if deemed necessary. Subscriber shall have no right to, and shall not, control the manner or determine the aocdtal of accomplishing such Work, Subscriber may however require nudity's personnel to observe at all times the security and safety policies of .Subscriber In addition Subscriber shall be entitled to e_nercise a broad general power of supersuion and control over the results of work performed by Ikoiky to :noire satisfactory performance This power of supervision shall include the right to inspect. stop Work, nuke suggestions or recommendations is to the details of the work and request mo ilifir ;tions to the scope of an Order 103. Scheduling. Iienttey will try to accommodate work schedule requests of Subscriber to the extent possible. Should my personnel of Bentley be unable to perform scheduled services because of illness, resignation. or other canoes beyond Bentley's reasonable control Bentley will attempt to rcphce such personnel within a reasonable lints.. but Bentley shall not he liable for failure if it is unable to do so. giving due regard to its other commitments and priorities. 1 04 Reporting, Subscriber will advise Bentley of the individuals to whom Bentleys manager will report prugrtss on thy to -thy work Subscriber and Bentley shall develop appropriate administrative procedures for performance of Work 3t Subscriber s site. if necessan• Subscnber shall periodically prepare in evaluation of tine Work performer by Bentley for submission to Bentley upon Bentley s request 1 05 Place of Work. Certain pmgecis or tasks may require Bentley's personnel to perform Work for Suhticnher at Subscriber's premises In the event that such projects or tasks are required to be performed it Subscriber's premises, Subscriber ;igrecs to pro%ide nro►ong spare mot (violins., inrt 'my ntt►t r series" ins; mate riatc li nriry or it. pe'rsnnnt i may reasonably request in order to perform their work Subscriber recognizes tit it there may be a need to train Bentley's personnel in the unique procedures used :it Subsiriber's location. When Subscriber determines that such truning is neccss;an: Subscriber shall unless othenvise agreed in writing pay Bentky for its personnel's training time 1 06 (Yon-kxctu,r;ive. Bentley shall retain the right to perform work for others during the term of this Agreement Subscriber shalt retain the right to cause work of the same or a different kind to be performed by its own personnel or other (—ono:trtrxs during the term of this Agreement 1 07 Perpetual License Upon full payment for the Work, Bcntky snail grant Subscriber a paid -up, perpetual, myaltytree. nun•tsclusive awl non•transferrable rrgJat and license to use the Work Product for Production Use Bentley retains all right title and interest to the Work Product not otherwix grunted to Subscriber l U8 Preexisting Works of Bentley. Notwithstanding Section 107 of Exhibit (7 htreut Hendry hereby reserves and retains ownership of all works which Btntky created unrelated to the Work performed pursuant to any Order. including but not limited to I'rottucts (the 'Pre Existing Worics"). Bentley does not grant Subscriber any rights or licenses with respect to the Prr•Fxisting Works 109 Residuals. it is mutually acknuwlrtlged that, during the normal course of its dealings with Subscriber and the Work Bentley and its personnel and agents may become acquainted with ideas concepts, know how, methods, techniques, processes, slitlb, and adaptations pertaining co the Work. including those that Subscriber considers to be proprietary or secret Notwithstanding anything in this Agreement to the contrary Ind regardless ut any termination of this Agreement, Bentley .shall be entitled to use. disclose and otherwise employ my ideas. concepts, know how methods, techniques, processes, and skills, ,adaptations, including generalized features of the )equrract structure, .art) tuganrtation of any works of authorship, in conducting its business (including providing services or creating programming or materials for other customers), and Subscriber shall not as≤ert against 1k inky or its personnel any prohibition or restraint from so doing. 1 10 Third Party interests Subscriber's interest in and obligations with respect to my programming, materials, or data to be obtained from tltirdprtrty vendor', regardless of whether obtained with the assistance of Bentley shall be determined in;iccvrtlance with the agreements and policies of such vendors I N Fees lkntley shall ix. paid the fee as specified in each', Order (which tk-nttty reserves the right so change upon at least sixty (60) days ;advance notice or at any time for any new Order or modified portion of an existing Order), or, if no fee is specified :tt Rentky's customary rates for the level of penonntl providing such services. i l2 Expenses. Subscriber shall also pay either the actual cost of Bentley's rtlsonable travel and living expenses or an agrted•toamount for such trrvel and living expenses (other than normal commutation travel) for Iknna g employees in the performance of Work set forth in each Omer along with all other taut•of•pcxket expenses incurred by Bentley 1 13 Estimates. Estimator of total fees for projects may be provided in an Order. but Bentley does not guarantee such estimates Bentley will, however ratify Subscriber as soon as possible if it will exceed tht. estimate and Subscriber may then terminate the project and pay only for ;enviers actually rendered if Subscriber so chooses [ iii Confidentiality in the performance of the Work, Bentley may acquire information of Subscriber which is proprietary, non-public and identified in writing as co nfidenttal by Subscriber ikntley shall not disclose to nnione not employed by Subscriber nor list except on behalf of Subscriber am' such confidential information acquired in the performance of the Work except as authorized by Subscriber in writing and as maybe permitted by Section 1 On of this Exhibit C Bentley shall have no obligation of confidentiality with respect to arty information of Subscriber nett (i) has entered the public domain other than through a i►tach of this Agreement. (ii) has been rightfully obtained by Bentley from a third party v•ith no oh lgation of confidentiality, or (iii) is pear siou3ly knead n by Mende) a; demonstrated by clear and convincing evidence Notwithstanding the foregoing restrictions Bentley and its personnel may use and disclose am' information to the extent required by an order of any court or other governmental authority or as necessary fur it or them to protect their interest in this Agreement, but in each cast only :after Subscriber has been so notified and has had the opportunity if possible to obtain reasonable protection for such information in connection with such disclosure 1 15 Term. This Exhibit C will become effective its of the date of the first executed Order and will continue in effect through the completion of rack Order 116. Termination of Orders. Subscriber or Bentley may terminate any uncompleted Ondtr at any time by giving thirty (30) drys whiten notice to the other party. Upon such terrain:uinn, Bentley agrees to stop Work wider the Order in question and to forward to Subscriber all completed or uncompleted drawings, reports or other documents relating to the Work hi the event of such termination Subscriber shall be liable only for such fees cats and expenses as have accrued prior to the effective date of such termination f 17 Prohibition on Hiring. Subscriber shall not solicit for employment or hire any Bentley employees providing protessronal services hereunder directly or indirectly no the duration of the 1Vork, plus a period of one (1) year after completion of the prokssioual services provided hereunder 10ot 12 Attachment I BENTLEY SELECT PROGRAM AGREEMENT NORT H AMERICA Bentley SELECT Agreement Number: q lX�� a tp • Steps to a Properly Completed Attachment I 1. Select your Agreement Term 2. Complete a Site Information form for each covered Site 3. Complete the licensed Products form for each covered Site 4. Insert Attachment I into the Bentley SELECT Program Agreement Agreement Term Please check the appropriate box below lot the selected Agreement Term. If neither or both boxes are selected, the Agreement Term shall default to 24 months 24 Months 12 Months (a 26% premium shall apply to a 12 -month Agreement Term) • SEl.002530- I 0002 2/04 Attachment I BENTLEY SELECT PROGRAM AGREEMENT Site Information Please complete a copy of this form for each covered Site Shipping Address: \)Dad) 2oLtiJr\( QQJ&A/UC Company t.� L-_ Opt Site riseCiCeeLL. Shipping Contact kkTi-r0 X e -LL --6t, 0&-1,KMGL% E-mail Address iS Address/Street no PO Box) tak"Lekl c. F04,3 / Zip State Phone LR �- Country 7iV7G�/ State Billing Address: of dfereni} (0.____,071/44Qt3z_dpe/Ja\-- Cornpany Site Silting Contact0-dt" ta E-mail Address Address/Street (no PO Box) Sa43 Zip Country Attachment I BENTLEY SELECT PROGRAM AGREEMENT Licensed Products 'lease provide the Product Name and the cotiesponding serial number for each of the licensed Bentley Products at the Site: Greeley, CO Site r._ Contact ame Product: Serial Number: 1 CulvertMaster Affix Attachment I on this page. Agi eernen€ cannot be processed without Attachment I 11 of 12 For more information on Bentley, please visit www.bentley.com or call 1-800-BENTI EY 4 FBCNTLEY SELECT 12 of 12 Financials VVCL_LJ 16,.VVtV 1 1 IIliTVrTII/H I IV/r acres Vita itt r� 915 10TH STREET 3RD FLOOR PO BOX 758 GREELEY, CO 80631 Phone: 970-356-4000 Fax: 970-356-4766 JPPLIER: RYAN COURNOYER BENTLEY SYSTEMS, INC 27 SIEMON COMPANY DR, SUITE 21N WATERTOWN, CT 06795 Phone: 800-727-6555 Fax: 888-246-4329 This number must appear on all packing slips, shipping documents, packages and invoices., W050102 Page Number 1 of 1 Purchase Order Date AUG/17/2005 SHIP -TO: WELD COUNTY INFORMATION SERVIC ATTN: JULIE JORDAN 915 10TH STREET 3RD FLOOR GREELEY, CO 80631 TAX EXEMPT # F.O.B. DELIVERY REQUESTED BY I REQ. NO. 4-6000813 HARRY TROXELL R050201 N QUANTITY DESCRIPTION DELIVERY PRICE/UNIT EXTENSION 1 1 EACH (CUL.VERTMASTER MAINTENANCE Annual 6/3012006 Maintenance - Cust ID 12716 MAINT) - 1 license HAESTAD - Culvert CULVERT Master 7/1/2005 MASTER - AUG/15/2005 240 00 /EACH 240 00 Tax 1: 0.00 Tax 2: 0 00 Total: 240 00 Invoice each P.O., separately in duplicate showing above P O number and shipping Information.. .) All purchases are tax exempt. RCHAS(NG plus+ TM COPY .1 NILA WALTERS M 4O — M � i vJ co a. c V so rwy cts N- r Account UID: May 19, 2005 Statement Date: a) M d ti 00 00 00 O 4.4 v.. O S C R 4) 42 Q' E. 0. c a7 ri ezta Pro -rated Price Pro -rated Term C Q C Q Ow cn SELECT Price U, a) co O a- • Z O CO 164 7/1/2005-6/30!2006 co O ct Eft CV CulvertMaster O co a it CD 0 O I- * This price is exclusive of applicable taxes (Attach copy of P0) C 0 a 0 C 0) E Co �+w O (1) 2 a O th PQ Number (make check payable to Bentley Systems) Check Enclosed TW ♦Y a Li Credit Card Number 0 I 0 Credit Card 0 0 Card Holder Correspondence Date Co 1 A BAC Check List ' - Ir - - - S _ SAP "Bill to" #: "Ship SAP s to" # :oa--IL,...50 � p 9O6H1&&>cO Contrast# ; Se�D#: 12�l�--- Partner: qD2 2 i 000 Selling Partner '- ofenC: o Support Order #. 1 PO # : W Q350 2 Sates Notes: Serial Number(s): Check the following boxes when you complete each task: Sie bel Assets - create, license, and send Verify address, site information contact, partners is correct etc.) (phone, Sales attachment Order - Attach to the order sent license as an --- Sales attachment Order - Attach to the order PO as an SAP - Order Verify order is correct (partners, rebate product, account assignment, sales district, pricing, discounts) , Post Goods Delivery #: Create Product 1 Invoice Authorization #: SAP - Contract NE Create contract(if applicable) 71 Create Select Invoice #: O1S'-1s7 Add line item to contract (serial number on item text line) Contract7.1 Al Original signed agreement, Serial Information, computer names I & II Attachments Select Log -in e-mail sent SELECT Payment Received i Check #: Credit Approval Card # I 7 BAC Welcome Letter printed co O t) Q. r NCV - Account UID: May 19, 2005 Statement Date. 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O W w -C V W L 4) H c co U i .o c -a (, C co w ) o a v=ate t C — u) stu i 0 N <z En n c n (13 WH a)� C W(I)(13 �m ac y c - - o 0 a) x c O _o alp 764 U > C O d_ CO C a) 121 • sjoe -4-T3 U) E OD 1-4) a)45Eo p C U uvi acv Z% N a) ~ O • C = L W cawoa O CN - ) — C U a) X v C .C N •-oo Cfl O O >1 CD >c *C5 a) > N a) O E m CO c Q) co 5(13 a) O.'O E.4= O C -C C 0) - O O C = 0 — tU • a2 cc so C L c!) a) can CL� H W Ui us O _N 4- C to .C `�-- O a) a) v 0 44 St C) x d CO c } U W W v , a) 0 c a) r - ..c �w C 1w U) 4) v -0 C CO O O 0 a) co 4- O a) 0 Q v 0 0 Q) a)) CD CO U CO C a) .O Lu O E -c ›- a) O (U U) O v a) 4— V V m a) a a 7 C C (0 ) co U) _O CtS oro U Ed o°' O o E a) C1) 4-- r a E a a Co o) c U W C C O U - U D C) C C O .en fi O a 7•-• 0 o Col w 1IL VI' • .- 4 `' ti C o' e:5 a, Esd (-1 h d • TA: I.' tu 41 ( • drirs:23 BENTLEY BENTLEY SYSTEMS, INCORPORATED SELECT PROGRAM AGREEMENT NORTH AMERICA Bentley SELECT Agreement Number: COL•tis&G BENTLEY S , T This SELECT Program Agreement (together with all exhibits and attachments hereto as in effect from time to time, the "Agreement„) is made as of the Effective Date by and between Bentley Systems, Incorporated, a Delaware corporation with its principal office and place of business at 685 Stockton Drive, Exton, Pennsylvania 19341, and the subscriber identified below ("Subscriber"). All references herein to "Bentley" include Bentley Systems, Incorporated and its direct and indirect subsidiaries. Subscriber desires to enter into this Agreement to subscribe to the Bentley SELECT* Program ("SELECT Program") to acquire licensing privileges and services offered from time to time under the SELECT Program, all as more hilly described in the lettered exhibits attached hereto. Subscriber, upon signing this Agreement, is bound by the terms of this Agreement and Exhibit A and B hereto. Subscriber shall be bound by any amended or supplemental exhibit provided by Bentley upon Subscriber's license or purchase of products or services to which such amended or supplemental exhibits apply. The lettered exhibits attached to this Agreement are incorporated herein and made a part of this Agreement, as such exhibits may be updated, amended and supplemented with additional exhibits from time to time upon thirty (30) days after delivery through electronic or other means to the Subscriber; provided, that as to particular products and services licensed or purchased hereunder, Subscriber shall be bound by the form of the exhibits in effect at the time the products or services are licensed or provided. Upon any renewal of this Agreement, the updated, amended or supplemented exhibits in effect at the time of such renewal, if any, shall be applicable to all licensing privileges and services tinder the SELECT' Program provided from and after the date of such renewal. Notwithstanding the foregoing, no amendment or supplement to the exhibits to this Agreement after any perpetual license purchase shall limit or impair the rights of Subscriber under the perpetual license terms and conditions in effect at the time such license is acquired. For definitions of the capitalized terms used in this Agreement and the Exhibits hereto, see Section 1 of the General Terms and Conditions included as Exhibit B. The term of this Agreement is set forth in the General Terms and Conditions under the caption "Term; Termination." The terms of all Product licenses acquired hereunder shall be as set forth in Section 5 of Exhibit A to this Agreement, and all Product licenses hereunder are subject to the termination provisions applicable to such licenses in Section 5 of Exhibit A to this Agreement and in the General Terms and Conditions. Subscribers may not use the licenses, services and other benefits provided under this Agreement for purposes of developing software applications for distribution outside of their organization or for providing end -user training on Bentley Products other than to internal end users. If your organization falls into either of the foregoing prohibited categories, then please contact Bentley about other programs that are better suited for your business. BY SIGNING BELOW, SUBSCRIBER ACKNOWLEDGES THAT, THROUGH ITS AUTHORIZED REPRESENTATIVES, IT HAS READ AND UNDERSTANDS THIS AGREEMENT (INCLUDING ALL ATTACHED EXHIBITS), AGREES TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN AND HAS THE AUTHORITY TO ENTER INTO THIS AGREEMENT. SUBSCRIBER IS NOT ENTERING INTO THIS AGREEMENT ON THE BASIS OF ANY REPRESENTATIONS NOT EXPRESSLY SET FORTH HEREIN. A FULLY EXECUTED COPY OF THIS AGREEMENT WILL BE RETURNED TO SUBSCRIBER AFTER THIS AGREEMENT IS APPROVED AND ACCEPTED BY BENTLEY. SU''SCR' IER Company N lied Nialne Titre Address: :Foal ,A--) 61 D.L13446T) Amp__ cc- /co -1r -4r- taey (t) get,d Telephone: 7V 3KS/ 46bO. A/4 -2 c/ Facsimile: ?)7D _ ref -7b6 Date Signed: C BENTLEY SYSTEMS, INCORPORATED sign- f Prince Name 4-1- e-4.4no is) 3pctscsi% 3occitJ4 Title 685 Stockton Drive Exton, Pennsylvania 19341 Telephone: 610-458-5000 Facsimile: 610-158-1060 Date Signed: I 1.3 1of12 5EL002520-1; tx)03 9e04 This page intentionally left blank BENTLEY SELECT PROGRAM AGREEMENT SELECT Program Benefits Exhibit A Dated as of August 31, 2004 i General. Subscriber agrees to purchase SELECT Program coverage for all Bentley Products licensed by Subscriber. Bentley shall provide SELECT Program services to Subscriber for All Bentley Products licensed by Subscriber. subject to the provisions of this Agreement. Subscriber shall complete and submit to Bentley the form set forth in Attachment 1 hereof. Subscriber represents and warrants thatAtttichmcn( I sets forth a complete list of all Bentley Products licensed by Subscriber as of the effective date of this Agreement and the Sites where such Products are used. Any additional Bentley Products licensed by Subscriber during the term of this Agreement shall be added automatically to Subscriber's SELECT Program coverage hereunder and the additional SELECT Program Fees will be included in Subscnber's periodic invoices for SELECT Program services. 2. SELECT Support Services. 2.01. Bentley may provide SELECT support services to Subscriber either directly or, at its discretion, through authorized Bentley Channel Partners. A Channel Partner's authorization may be limited to a particular Site or Sites. Subscriber acknowledges that Channel Partners art independent contractors of Bentley. and that there is no employer/employee relationship between Bentley and its Channel Partners. 2.02. Bentley shall provide Technical Support services to Subscriber, which includes telephone, facsimile, electronic mail, and Internet based support to assist Subscribers regarding the use of Bentley Products and services (however, not to include professional services or professional training services) and reasonable efforts to respond to technical inquiries within four hours during regular business hours. The telephone portion of Technical Support services will be available seven days a week. 24 hours per day, provided that after normal business hours at a Subscriber's regional support location, Subscriber may be required to contact another Bentley support center. 2.03. Bentley shall have no obligation to provide a response or other service hereunder if Subscriber's technical inquiry is caused by: (a) incorporation or ;attachment of a feature, progr ni. or device to a Product not approved or supplied by Bentley; (b) any nonconformance caused by accident, transportation. neglect, misuse, alteration, modification. or enhancement of a Product; (c) failure to provide a suitable installation environment; (d) use of the Product other than as described in its Document Set or as authorized under this Agreement; or (e) failure to incorporate any Update previously released by Bentley. Bentley shall offer SELECT support services for a given version of a Product, for at least twelve months. or until two upgrades have been prepared by Bentley. whichever occurs first. 2 04 If Subscriber experiences a production -stopping anomaly, Bentley will use good faith efforts to create an appropriate solution and deliver it electronically, or through such other means as Bentley may choose in its sole discretion, 3. Upgrades, Updates, and Platform Exchanges. 3.01. Subscriber shalt have the right to receive, at no additional charge (other than shipping and handling, if applicable), Upgraadts and Updates for each Product covered by the SELECT Program as such Upgrades and Updates become available. Subscriber .hall also have the right to exchange, at no additional charge (other than shipping and handling, if applicable), a license for a Product (other than a Subscription License) covered by the SELECT Program on one platform for an equivalent license for such Product on another platform (a 'Platform Exchange"). 3.02. Such Upgrade, Update, or Platform Exchange may be in downloadable electronic form, or 'any other means as 'kinky may choose from time to time in its sole discretion. 103. In order for Subscriber to be eligible to receive Upgrades, llpolates, or Platform i xchanges, Bentley may require that Subscriber first return the Product (or component thereof, such as hardware lock or CD-ROM) subject to the Upgrade, Update, or Platform Exchange directly to Bentley. 3.04. If Subscriber receives an Upgrade and uses such Upgrade then Subscriber's aggregate use of the l.Jpgnde and the original Product subject to such Upgrade may not exceed the number of licenses purchased for such Product. If Subscriber receives a Platform Exchange then Subscriber must immediately cease using the original Product subject to such Platform Exchange. 4. SELECT Online. Subscriber shall receive access to SELECT Online as set forth below and in more detail in the applicable online agreement found at www.bentley.com (the 'Online Agreement"): 4.01. Bentley may, from time to time, offer certain services to its SELECT subscribers on a computer online service, electronic bulletin board, Internet site or through technology developed in the future (`SELECT Online"). Subscriber shall use SELECT Online only in accordance with and subject to this Agreement, the terms provided herein and as supplemented from time to time in the Online Agreement that is a condition precedent to use of SELECT Online. The Online Agreement supplements this Agreement but does not supersede it in any respect. In the event of a conflict between the Online Agreement and this Agreement. the terms of tab Agreement shall control, 4.02. Bentley shall have the sole right to control :he format. content, delivery and ;all other aspects of SELECT Online. Bentley specifically reserves the right at any time to modify the information provided through SELECT Online. discontinue any portion of SELECT Online, or terminate the SELECT Online service altogether without providing Subscriber any prior notice. 4.03. Absent a written agreement with Bentley to the contrary, Subscriber's use of SELECT Online constitutes Subscriber agreement to be hound by the terms of the Online Agreement. 5. Product Licensing. 5.01. General. (a) Existing Licenses. Bentley and Subscriber agree that the terms of this Agreement shall amend and supplement ill license agreements existing as of the Effective Date for Products (including prior versions thereof). in the event of a conflict between the terms of any license agreements existing as of the Effective Date for Products and the terms of this Agreement, the terms of this Agreement shall control until termination of this Agreement, whereupon, with respect to any perpetually licensed Products, the terms of the license agreement provided with the Product upon its delivery to Subscriber shall govern Subscriber's use of my such Product. (b) Future Licenses. In the event that Subscriber acquires or licenses a copy of a Product. Subscriber's use of such Product shall he governed by the terms of the license agreement provided with the Product upon its delivery to Subscriber, as amended or supplemented by the terms of this Agreement in effect at the time of such purchase. Subscriber hereby agrees that its downloading or use of any Products delivered to it shall constitute Subscriber's acceptance of the license agreement terms provided with the Product upon its delivery to Subscriber. If Subscriber licenses additional copies of a Product that is already licensed by Subscriber, such additional licenses may be authorised through delivery of a new License Key and without delivery or download of any additional Product. In such instances. Subscriber agrees that the license agreement terms contained or cross-referenced in the License Key shall govern Subscriber's use of such Product. In the event of a conflict between the terms of the license agreement provided with a Product upon its delivery to Subscriber and the terms of this Agreement in effect at the time such Product is purchased, the terms of this Averment in effect at the time such Product is purchased shall control for the term of this Agreement. However, with respect to any perpetually licensed Product, upon any termination of this Agreement the terms and conditions of the license agreement provided with the Product upon its delivery to Subscriber shall govern Subscribers use of the Product. (c) No Transfers. Subject to Section 8.01 of Exhibit B, Subscriber shall not sell, transfer, assign, grant a security interest in, sublicense, loan, lease or rent ;any of its rights under its licenses to use Bentley Products without the prior written consent of Bentley. If consent is given by Bentley, Subscriber may permanently transfer a license to another end user, provided all software and related documentation and media covered by such license are transferred to the transferee end user and the Subscriber does not retain any copies thereof, and provided further that the transferee end user .agrees in writing with Bentley to cover all of its licensed Products under the SELECT Program and be bound by the terms of the license agreement then in effect for such Product. (d) No Commercial Hosting. Products ire licensed for Production Use only. Products may not be used to provide commercial hosting services or as the basis for fee or transaction based services. 5.02. Licensing Programs. Unless otherwise specifically set forth herein, Bentley Products are licensed on a Per Device basis as set forth in the applicable end user license that ships with the Bentley Product. The following licensing programs are not available for all Products; please check SELECT Online to see which Products are eligible for the respective licensing programs (absent a specific designation of eligibility, a Product is ineligible for any such program). Bentley reserves the right to add or remove any Product from eligibility for licensing under the following programs. Bentley resents the right to discontinue any, of its licensing programs at sny time. without notice to Subscriber. However, until renewal or termination of this Agreement, such termination of any licensing program shall not affect the licenses for Products previously granted pursuant to such terminated licensing program, For purposes of clarity, all licenses previously granted pursuant to a terminated licensing program shall terminate upon the renewal or termination of this Agreement. (a) Pooled Licensing. If a Product is designated as eligible on son Online, then Bentley hereby grams to Subscriber a limited non-tnnsferrbte non-exclusive right to use such Product for Production Use only en multi-user computer networks, and to install a licensed Product on more than one computer or hard disk, provided that ail users under this arrangement are at the same Site and the number of users that Use a Product during any one interval dors not exceed the number of copies of such 3 of 12 BENTLEY SELECT PROGRAM AGREEMENT SELECT Program Benefits (continued) Product for which Subscriber has licenses at such Site. Any Subscriber using pooled licensing hereby agrees to install and implement Bentley's SELECTserver or such other Bentley licensing technology as may be required by Bentley from time to time to monitor usage. Subscriber agrees, upon Bentley's request, to transmit to Bentley true and accurate copies of the usage log files generated by SELECTserver or such other Bentley licensing technology as may be required by Bentley from time to time. For purposes of clarity, the right to pool licenses of Products granted to Subscriber pursuant to this Section 5.02(x) of Exhibit A shall terminate in the event of any termination or non -renewal of this Agreement, notwithstanding that the subject Products may be licensed on a perpetual basis.The pooled licensing benefits set forth in this Section 5.02(a) of Exhibit A are nut ;applicable to Server Products, Client Software and associated CALs. (b) No -Charge Licenses for Certain Products. if a Product is designated as eligible on SELECT Online. Subscriber is hereby entitled on a non-exclusive basis. without payment of license fees but otherwise subject to the terms of this Agreement. to create Production Use copies, for use only by Subscriber, of certain Products made available by Bentley from time to time and which are designated by Bentley as no -charge software. Subscriber is entitled to redistribute such Products. which are designated by Bentley as available for such redistribution.in machine readable form to third parties to which Subscnber distributes its Bentley Products files: provided that Subscriber pnxures each such third party's agreement not to further redistribute such Products. Unless Bentley specifically authorizes otherwise in writing, such free licenses granted or redistributed hereunder will apire upon termination of this Agreement. (c) (Nome Use Licenses. Unless Subscriber notifies Bentley in writing that Subscriber's employees shall not be entitled to obtain home use editions of a Product, Bentley will distribute upon an employee's request made through Subscriber's site administrator, and permit Subscriber's employers to use, without charge, home use editions of certain Products (for which such editions are available, as designated on SELECT Online) in accordance with the terms set forth in the license agreement provided with such home use edition of a Product, as amended and supplemented by this Agreement. Restrictions on home use licenses include the following: home use licenses are not permitted to be used for Production Use or any commercial use, including training; home use licenses are not for use in Subscriber's offices; home use licenses may not he stored on any electronic media; home use licenses must be permitted in Subscriber's jurisdiction. The total number of home use editions available to Subscriber's employees may not exceed the number of Subscriber's Product licenses to which the home use editions relate Home use editions of Products are ineligtbie for Technical Support even if Subscriber has purchased SELECT' Prograrn services. Subscriber shall riot be responsible for ensuring compliance by its employees with the Bentley home use license, nor shall Subscriber be liable for any breaches of such license by its employees. Such home use licenses grunted hereunder will expire upon termination of this Agreement. (d) Evaluation of Products. 11 a Product is designated as eligible on SELECT Online, Bentley hereby grants to Subscriber, subject to its compliance with the procedures of this Section 5.02(d) of Exhibit A, a limited non -transferable nonexclusive right to create, using SELECT Online (following the registration requirements set forth on SELECT Online), one (I) copy per Site of each Product contained on SELECT Online solely for Evaluation Use of such Product, provided that Subscriber shall have no right to create evaluation copies of Products previously licensed by Subscriber. The duration of use of an evaluation copy shall not exceed thirty (30) days. and Bentley may provide the Product with a mechanism that will cause the Product to time out or expire after shirty (30) days. Upon the earlier of the conclusion of such (30) day evaluation period or the termination of this Agreement, Subscriber shall destroy all copies of Products created for evaluation hereunder and, upon request by Bentley, certify such destruction in writing. (e) Subscription licensing. (I) Subscriber may, upon Bentley's approval. license certain Products for a specified term (a 'Subscription License"). A Subscription License may entitle Subscriber io license rights in a single Product (a -Product Subscription") or a specified portfolio of Products (a 'Portfolio Subscription"), To be eligible to participate, Subscriber must be current on all outstanding invoices for amounts owed to Bentley. (2) Subscnber shall receive, for each License Key for a Product Subscription and for all Products in a Portfolio Subscription, a non-exclusive right and limited term license to use, in Object Code forma in the Country and for Production Use, one (I) copy of such Product Subscription or Portfolio Subscription for the term set forth in the License Key. Each Portfolio Subscription is licensed for use on a single computer, and its component parts or individual Product elements. if any, may not • be separated for use on more than one computer. The license term for a Product Subscription or Portfolio Subscription shall commence upon Subscriber's receipt of the Serial Number and. unless earlier terminated, shall continue for the remaining current term of the Agreement or such shorter term (not less than one (1) month) as Subscriber may elect at the time the purchase order is delivered and reflected in the License Key (the `LicenseTerm"). The LicenseTerm (and each successive term) shall automatically renew at its expiration for a successive term equal to the then remaining terns of the Agreement, or such shorter term (not less than one month) as a Subscriber may elect at the time of such renewal, unless either party gives notice of its election not to renew the License Term at least thirty (30) days prior to the expiration of the then current tenn.The License Term for a particular Product Subscription or Portfolio Subscription shall terminate upon termination of the Agreement or in the event of non -renewal at the end of the then current License Term as provided in the preceding sentence. (3) The fees in effect as of the date a Product Subscription or Portfolio Subscription license is initiated or renewed hereunder shall rennin in effect for such Product Subscription or Portfolio Subscription until the expiration or renewal date of the License Term for such Product Subscription or Portfolio Subscription. On the renewal date, the prices in effect on such date shall be applicable. (4) During the License Term. and any renewal term, all Product Subscriptions and Portfolio Subscriptions shall he entitled to all SELECT Program services that the same Products under a perpetual license would be entitled to receive. (5) Subscriber recognizes that the Product Subscriptions and Portfolio Subscriptions art not licensed on a perpetual basis and are provided to Subscriber for use only for the applicable License Term or any renewal term. In no event will a Subscription license continue beyond the expiration or earlier termination of the SELECT Agreement under which it is grunted. Subscriber recognizes that Product Subscriptions and Portfolio Subscriptions may he delivered to Subscriber with embedded Time Clocks. Subscriber agrees that Time Clocks are not considered a defect of the Product Subscriptions or Portfolio Subscriptions and releases Bentley from any .rod all claims, however characterized, arising from or related to Time Clocks or their operation. Subscriber may not remove or evade Time Clocks. (6) In the event of any inconsistency between this Section 5.02(e) of Exhibit A and any other Section or Exhibit of this Agreement, or between this Section 5.02(e) of Exhibit A and the terms and conditions in the license agreement provided with any Product that is the subject of a Subscription License, this Section 5.02(e) of Exhibit A shall control with respect to Subscription Licenses, Product Subscriptions and Portfolio Subscriptions. (i) Client Software Benefits. Under the SELECT Program, if Client Software is designated as eligible on SELECT Online, Subscriber may aggregate all CALs (of any type, Device or User) and install and use the Client Software on any Device to access any properly licensed Server Products, for Production Use only, up to the total number of aggregate CALs licensed by Subscriber. Upon expiration or earlier termination of this Agreement, the terms of the license agreement provided with the Client Software and the CAL shall thereafter govern the use of such Client Software and the associated CAL, and Subscriber shall no longer be entitled to aggregate CALs as set forth in this Section, Subscriber agrees, upon Bentley's request, to transmit to Bentley true and accurate copies of the usage log files generated by Server Products or such other Bentley licensing technology as may be required by Bentley from time to time. (g) SELECTserver. Subscriber may, upon Bentley's approval, and at no charge, license Bentley's SELECTserver Product (or such ocher server -based license management technology that Bentley may offer). If Subscriber elects to license Bentley's SELECTserver Product or otherwise elects to take advantage of certain licensing programs offered under this Agreement that require use of SELECTserver (including, but not limited to licensing under 5.02(a) and 5.02(0, of this Exhibit A), then Subscriber must install a SELECTserver at each Site. The terms of Subscriber's use of the SELECTsen•er Product shall be as set forth in the license agreement provided with the SELECTserver Product, as such terms are amended or supplemented in this Agreement. The license rights granted to Subscriber for the SELECTserver Product (or such other server -based license management technology that Bentley may offer) shall terminate upon termination of this Exhibit A or this Agreement, Subscriber acknowledges that SELECTserver (or such other server -based license management technology that Bentley may offer) may be delivered to Subscriber with embedded Time Clocks. Subscriber agrees that 'lime Clocks are not considered a defect of the Product and releases Bentley from any and all claims, however characterized, arising from or related to Time Clocks or their operation. Subscriber may not remove or evade Time Clocks. Subscriber agrees. upon Bentley's request, to transmit to Bentley true and accurate copies of the usage log files generated by SELECTserver or such other Bentley licensing technology as may be required by Bentley from time to time, 4 o 12 BENTLEY SELECT PROGRAM AGREEMENT SELECT Program Benefits (continued) 6 SELECT Program Fees 1,01. Subscriber shall pay to Bentley the applicable SELECT Program Fee in effect for each Product licensed as of the Effective !)ate of this Agreement. Subscriber shall pay to Bentley the applicable SELECT Program Fee in effect for each additional Product licensed during the terns hereof as of the d;rte such additional Product license is purchased. With respect to the Products licensed by Subscriber during the term of the Agreement, the fees in place as of the Effective Dale. or, with respect to additional Products licensed. as of the date of such purchase, shall remain in effect for the Subscriber until the date of the next renewal of this Agreement, at which time the fees shall be changed to those charged by Bentley as of such renewal date, provided that no changes in fees for Products covered shall be effective until thirty (30) days after Subscriber receives notice of such changes from an authorized Bentley representative. Subscription License fees as set forth in Section 5 02(e) of this Exhibit A are inclusive of SELECT Program coverage and no additional fees for SELECT Program coverage shall apply for Products licensed under a Subscription License. 6.02. Bentley shall initially invoice Subscriber for one (I) year of SELECT Program Fees for all Product licenses as of the Effective Elite of this Agreement. Bentley shall provide Subscriber with a pm -rued annual invoice for all Product licenses purchased during the first year following the Effective Date of this Agreement. As of the first anniversary of the Effective Date of this Agreement, all invoices for SELECT Program Fees for Product licenses shall be issued quarterly. Quarterly invoices reflecting new Product licenses will include a prorated amount reflecting coverage of the Product under the SELECT Program during the preceding calendar quarter plus the full amount for the current calendar quarter. Bentley may modify the timing of invoicing hereunder at any time. 6.03. Calculation and payment of the SELECT Program Fee hereunder shall be based on the local price and vocal currency of the Subscriber's Site where the related Products :are used. 6.04. Certain non-U.S. Sites may he subject to an additional membership fee where such a fee is applicable generally to Bentley SELECT subscribers located in the same country as such Site. 5 of 12 BENTLEY SELECT PROGRAM AGREEMENT General Terms and Conditions Exhibit B Dated as of August 31, 2004 1. DEFINITIONS The capitalized words, terms and phrases in this Agreement shall have the meanings set forth below - 1.01. "Agreement" means the SELECT Program Agreement executed by Bentley and the Subscriber and all exhibits, attachments and amendments as in effect from time to time. 1.02. 'Bentley Products" or "Products" mean the software products, data and other materials, previously or hereafter distributed by Bentley through delivery mechanisms determined in Bentley's sole discretion (including but not limited to distribution via SELECT Online through download or by ordering through CD format) that Bentley makes available to Subscriber typically in Object Code form only, for licensing hereunder, including Updates and Upgrades thereto. 1.03. "CAL' means client access license. I.04. Channel Partner" or "Bentley Channel Partner" means individuals and companies who are authorized by Bentley to provide SELECT support services as set forth in Exhibit A. Section 2. 1.05. "Client Software° means software that allows a Device to access or utilize (or where applicable. he managed by) Server Products (and. also where applicable. to utilize certain aspects of the Products when disconnected from the Server). 1.06. "Country" means the country: (i) where the Product is first obtained from Bentley or a Channel Fanner; or (ii) specified in the purchase order for which a Pmduction Use copy of the Product may be made or the Product is authorized to be used. 1.07. "Definition of Use" shall have the meaning set forth in each License Key. 1,08, "Device" means a single personal computer, workstation. terminal. hand held computer, pager, telephone, personal digital assistant, Server, or other electronic device. 1,09. "Distribute' means distribution by Bentley through 311 means now known hereinafter developed. [24. "Proprietary Information" shall he defined as set forth in Exhibit B. Section 3.06(a) herein. 1.25. "SELECT Online" shall he defined 3s set forth in Exhibit A. Section 4.01 herein. 1.26. "SELECT Program Fee" means the fce for SELECT Program services as set forth from time to time in Bentley's sole discretion. I.2;. "SELECTserver" means Bentley's server -based licensing technology. 1.28. "Serial Number" means a unique number issued by Bentley for identification of .r particular copy of a Product, which number shall be registered to Subscriber and assigned by Subscriber to a particular copy of such Product. 1.29. "Server" means one of Subscriber's computers that can run ,t Server Product, 1.30. "Server Product" means a Product that provides services or functionality to Subscriber's Server(s). 1.31. "Service Bureau Use" includes managing, hosting. distributing or otherwise providing access to Products across a wide area network. 1.32. "Site" means a discrete geographic location. 1.33, "Subscriber" shall be defined as set forth on the front page of this Agreement. 1.34. "Subscription license" shall be defined as set forth in Exhibit A. Section 5.02(ex I) herein 1-35. "Subscription Licensing" means licensing of a prrxluct or portfolio of products as set forth in Section 5.02(e) of Exhibit A of this Agreement. 1.36. "Technical Support" means telephone, facsimile. Internet and electronic mail based support to assist a subscriber to the SELECT Pmgram as described in Exhibit A. Section 2.02 of this Agreement. or 1.37. "Tune Clocks" means copy -protection mechanisms, or other security devices which may deactivate Products, including Bentley's SELECTserver, aher termination or expiration of the Agreement, any applicable License Term or any applicable renewal term. 1.10. "Document Set" means, with respect to a Product, one copy of one or more user guides developed for use with such Product in electronic format or such other format AS elected by Bentley in its sole discretion. 1.11. "Effective Date" means the date that this Agreement is accepted by Bentley as indicated art the first page of this Agreement. 1.12. "Evaluation use means the use of a Bentley Product solely for internal cnaluation of such Product. Evaluation Use expressly excludes use in connection with ongoing projects, use for compensation of any kind, and Production Use, 1. t 3. °External User" means any User (not an organization) who is nor (i) one of Subscriber's full-time, part-time, or temporary employees; or (ii) agency temporary personnel or an independent contractor on assignment at Subscriber's place of business or work -site. 1.14. "License Key" means the document furnished by Bentley in electronic or such other format as determined in Bentley's sole discretion, to Subscriber identifying the Product licensed, setting forth a Serial Number and authorizing use of a Product. 1.15. "License Term" shall be defined as set forth in Exhibit A, Section 5.02(e)(2) herein. 1.16. "Object Code" means the Products in a machine readable form that is not convenient to human understanding of die program logic, and that can he executed by a computer using the appropriate operating system without compilation or interpretation. Object Code specifically excludes source code. 1.17. "Online Agreement" shall he defined as set forth in Exhibit A, Section 4 herein. 1.18. "Order" shall be defined as set forth in Exhibit C, Section 1.01 herein. 1.19. "Pre -Existing Works" shall he defined as set forth in Exhibit C, Section 1.08 herein 1.20. "Platform Exchange" shall be defused as set forth in Exhibit A, Section 3M1 herein. 1.21. "Portfolio Subscription" shall be defined as set forth in Exhibit A, Section 5.02(exl) herrrin. 1.22 "Product Subscription" shall be defined as set forth in Exhibit A, Section 5.02(eX1) herein 1.23. "Production use mews use of a Bentley Product in Object Code form by a User or Device, as applicable, safety for internal production purposes, and excludes External Users and Service Bureau Use. 1.38. 'Update" means a maintenance release of a Product 1,39. "Upgrade" Means a commercial release of a Product which has substantial added functionality over the Product it is intended to replace. LAO. "Use" (whether or not capitalized) means utilization of the Product by an individual or when a Product has been loaded into temporary memory (i.e. RAM) or installed into permanent memory (e.g. hard disk. CD-ROM, or other storage device) of a computer. 1,41. "User" means an individual person. 1.42. "Work" shall he defined 35 set forth in Exhibit C, Section 1.01 herein. 1.43. "Work Product" shall he defined as set forth in Exhibit C, Section 1,01 herein. 2. PAYMENT OF BENTLEY INVOICES. 2,01. Payment Terms. Subscriber shall pay each Bentley invoice for all Product licenses and services provided hereunder within thirty (30) days from the date of such -invoice. Interest shall accrue on delinquent payments of such invoices at the rate of one and one-half percent (1.5%) per month or the highest rate permitted by applicable law, whichever is less. in the event any payment hereunder is past due, Bentley, at its discretion, may suspend or, after notice of such overdue payment and :s thirty (30) day period to cure, terminate Subscriber's services, rights, and licenses provided under this Agreement, 2.02. Taxes. Subscriber shall be responsible for the payment of any and all applicable taxes, including but not limited to sales, use, occupation, value added, excise, and property taxes (except for taxes based on Bentley's net income). 2,03. Local Price and Currency. Calculation and payment of the SELECT Program Fee or any separate price for all Products and services hereunder shall be based on the local price and local currency of the Subscriber's Site where such Product or service is used. 2,04. Records; Audit. Subscriber shall maintain complete and accurate records of Product licenses prior to the date of this Agreement and its creation and use of the Products licensed hereunder to permit Bentley to determine whether Subscriber has complied with its obligations hereunder.These records shall include the location and identification of the Subscriber hardware on which Subscriber uses each copy of the Products. Subscriber shall, upon seven (7) days advance written notice by Bentley, permit reasonable inspection and copying of such records by Bentley or 3 third -party auditor retained by Bentley at the offices of Subscriber during regular working hours. 6 O1 12 BENTLEY SELECT PROGRAM AGREEMENT General Terms and Conditions (continued) 3 INTELLECTUAL PROPERTY RIGHTS. 3 01 Title; Reservation of Rights. Subscriber acknowledges and agrees that: (a) The Products, including the Document Sets for each Product. and any information which Subscriber obtains through the SELECT Program or the use of SELECT Online or any other means of electronic transmission, contain proprietary information of Bentley, its licensors or other suppliers. and are protected under United States copyright laws, other applicable copyright laws, other laws relating w the protection of intellectual property, and international treaty provisions: (b) The entire right, title and interest in and to the Products, the Document Sets, .any information Subscriber obtains through the SELECT Program or the use of SELECT Online or any other means of electronic transmission, and all associated intellectual property rights. shall remain with Bentley or its licensors; (c) The Products are licensed, nut sold, and title to each copy of the Products shall remain with Bentley or its licensors. and shall not pass to Subscriber: and (d) Bentley retains all rights not expressly granted. 3.02. Source Code. Subscriber shall have no right hereunder to receive, review, use or otherwise have access to the source code for the Products. 3.03. Copyright Notices. Subscriber shall reproduce :and include on all copies of the Products created by Subscriber :all copyright notices and proprietary legends of Bentley ar ,ts licensors as they appear in or on the original media containing the Products supplied by Bentley. 3.04. Reproduction of Document Sets. Subscnber may reproduce the Document Sets for ns internal, non-commercial use only, but the cumulative number of such reproduced Document Sets may not exceed the number of Products licensed by Subscriber that correspond to the Document Sets, 3.05. Reverse Engineering. Subscriber may not decode, reverse engineer reverse assemble. reverse compile, or otherwise translate the Products or Document Sets except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this Iimitation.To the extent that Subscriber is expressly permitted by i,iw to undertake any Of the activities listed in the previous sentence, Subscriber will not exercise those nghts until it has provided Bentley with thirty (30) days pror written notice of its intent to exercise such rights. 3.06. Proprietary information. (a) Subscriber understands and agrees that Bentley may, in connection with the provision of Products and services hereunder, disclose to Subscriber confidential, proprietary and technical information pertaining to Bentley Produces and to Bentleys technology and business practices (collectively 'Pmprtetary Information"). Subscriber agrees to treat all Proprietary information in accordance with this Section 3,06 ill Exhibit B. (b) Subscriber shall maintain the confidentiality of all Proprietary Information. Subscriber shall not reproduce or copy Proprietary Information except as permitted ,n this Agreement or as may he expressly authorized in writing in advance by Bentley. AIL such copies shall be marked by Subscriber as proprietary and confidential information. (c) Subscriber shall only use Proprietary information in furtherance of this Agreement, and may disclose Proprietary Information only to those employees required to have knowledge of same to perform their duties pursuant to this Agreement. Subscriber shall not disclose or make Proprietary Information available to any third party at ,any time. (d) Subscriber shall treat Proprietary information with the same degree of care as it uses to protect its own confidential information, and in no case less than a reasonable degree of care. (e) Upon the termination or ,um -renewal of this Agreement, Subscriber shall return to Bentley or, if so requested, destroy all Proprietary Information in its possession. (1) Subscriber shall have no obligation of confidentiality with respect to any Proprietary Information that (i) has entered the public domain other than through a breach of this Agreement, (ii) has been rightfully obtained by Subscriber from a third party with no obligation of confidentiality, or (iii) is previously known by Subscriber as demonstrated oy clear and convincing evidence. (g) Subscriber shall promptly inform Bentley upon knowledge of any actual or potential unauthorized use or disclosure of the Proprietary Information_ 3,07 No Benchmarks. Subscriber may not disclose the results of any Product testing, including out not limited to benchmarks, to my third party without first obtaining Bentley's written consent to Jo so. LIMITED WARRANT\'; LIMITATION OF REMEDIES AND LIABILITY. -1.01 Limited Warranty to Subscriber. Except for ?mJucts licensed under Section 5.02(b). Section 5,02(c) or Section c.02(J) of Exhibit A hereof which ,are provided to Subscriber 'AS.iSP and without warranty of my kind. Bentley hereby warrants for the benefit only of Subscriber that (a) for a period of ninety (90) clays ('Warranty Period") from the date of delivery to Subscriber of a Serial Number or Product. as the case may he, the Product shall, under normal use, operate in substantial conformance with the functional specifications set forth in the Document Set applicable to such Product, and (h) for a period of ninety (90) clays from the date of delivery, Other products and materials furnished by Bentley to Subscriber shall, under normal use, operate in substantial conforniance with the Bentley documentation applicable to such products and materials. If any modifications, enhancements or changes .are made by Subscriber or at Subscribers direction to the Products; if the Products are reverse -engineered, decompiied or disassembled; or if Subscnber breaches the terms of this Agreement, then the warranties in this paragraph shall be immediately terminated, This limited warranty gives Subscriber specific legal rights, Subscriber may have other rights which may vary from state/jurisdiction to state/jurisdiction. 3,02 Exclusion of Warranties. THE WARRANTIES STATED IN PARAGRAPH 4.01 ARE BENTLEY'S SOLE AND EXCLUSIVE WARRANTIES i'ERTAiNING TO THE PRODUCTS. SELECT SUPPORT SERVICES AND (YTFWR MATERIALS AND SERVICES LICENSED, DELIVERED OR OTHERWISE I'IJRNISIIED BY BENTLEY UNDERTHISAGREEML'T'T BENTLEY DOES NOT WARRANT THAT THE PRODUCTS, SELECT SUPPORT SERVICES, OR ANY OTHER SERVICE OR ,MATERIALS WILL MEET SUBSCRIBER'S REQUIREMENTS, BE FREE FROM VIRUSES OR OPERATE UNINTERRUPTED OR ERROR FREE BENTLEY HEREBY DISCLAIMS ALL OTHER WARRANTIES EITHER STATUTORY, EXPRESS OR IMPLIED. INCLUDING WITHOUT MUTATION, WARRANTIES AGAINST NON -INFRINGEMENT AM) THE IMPLIED WARRANTIES OF MERCHANTABILITY ANT) FITNESS FOR A PARTICULAR PURPOSE. THESE EXCLUSIONS MAY NOT APPLY TO SUBSCRIBER AS SOME STATES/JURiSI)ICTION DO NOT ALLOW TIIE DCCLUSION OF CERTAIN WAR- RANTIES. 1.03. Exclusive Remedy. The entire liability of Bentley and the sole and exclusive remedy of Subscriber shall be, in Bentley's sole and absolute discretion, (i) to repair or replace a Product ur other materials in breach of the foregoing warranties, (ii) to advise Subscriber how to achieve the same functionality with the Product as described in the Document Set through a procedure different from that set forth in the Document Set, or (iii) to return the purchase price or fees paid therefore, where written notice of such breach, specifying the defect, is furnished to Bentley during the Warranry Period_ Repaired, corrected, or replaced Products and Document Sets shall be covered by this limited warranty for ninety- (9O) days after the date: (a) of shipment to Subscriber of the repaired or replaced Products and Document Sets, or (b) Bentley .advised Subscriber how to operate the Products so as to achieve the functionality described in the Document Sets, f 04. Exclusion of Damages. IN NO EVENT SHALL BENTLEY AND ITS LICENSORS AM) SUPPLIERS BE LIABLE TO SUBSCRIBER FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, REGARDLESS DFTHE NATURE OFTHE CLAIM, INCLUDING WITHOUT LIMITATION LOST PROFITS, COSTS OF DELAY, INTERRUPTION OF BUSINESS, LOSS OF USE INABILITY TO ACCESS ONLINE SERVICES, ANY FAILURE OF DELIVERY, COSTS OF LOST OR DAMAGED DATA OK DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF BENTLEY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIMS. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUEcN''TIAL OR INCIDENTAL DAMAGES, THE ABOVE LIM1'i'ATION MAY NOT APPLY TO SUBSCRIBER. 4. U5. Disclaimer. Subscriber acknowledges that the Products :are not fault -tolerant and have not been designed, manufactured or intended for use and will not be used in the development of weapons of mass destruction. as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, .air traffic control, direct life support machines, or weapons systems, in which the failure of the Products could lead directly to death, personal injury, or severe physical or environmental damage. Subscriber further acknowledges that the Products are not substitutes for Subscriber's professional judgment, and accordingly, neither Bentley nor:ts licensors or suppliers are responsible for Subscriber's use of the Products or the results obtined from such use. The Products art intended only to assist Subscriber in its business, and are not meant to he substitutes for Subscriber's independent testing and verification of stress, safety, utilin• or other design parameters. 7 of 12 BENTLEY SELECT PROGRAM AGREEMENT General Terms and Conditions (continued) 4.06, Limitation of Bentley Liability. IN THE EVENT THAT NOTWITHSTANDING PARAGRAPHS 4.01. 4.02. 4,03. t-ui AND 4.05 OF THIS EXHIBIT ti, BENTLEY IS FOUND LIABLE FOR DAMAGES BASED ON ANY BREACH, DEFECT, DEFICIENCY OR NONCONFORMITY IN A PRODUCT. IN SELECT SUPPORT SERVICES, OR IN ANY OTHER SERVICE OR MATERIALS, AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE BY LAW. BENTLEY'S CUMULATIVE LABILITY HEREUNDER SHALL NOT EXCEED THE PRICE PAID BY SUBSCRIBER FOR (i) SUCH PRODUCT, (ii) A ONE-YEAR SUBSCRIPTION TO THE SELECT PROGRAM. OR (iii) SUCH OTHER DEFECTIVE SERVICE OR MATERIAI,S,ASTIEE CASE MAY BE.TELE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN BENTLEY AND SUBSCRIBER. BENTLEYS PRICING REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATION OF LIABILITY SPECIFIED HEREIN. i.07. Indemnification by Bentley. Bentley shall pay any damages finaily awarded against Subscriber based on a claim against Subscriber that a Product which is developed and owned by Bentley infringes a third party's United States copyright, or results in a misappropriation of a third party's trade secret. in the Country where Subscriber has been authorized to place the Product subject to such claim into Production Use, if Subscriber provides to Hendry: (a) prompt written notice of any such claim, (b) all available information and assistance, and (c) the opptirtunity to exercise sole control of the defrost and settlement of any such claim. Bentley shall also have the right, at its expense. either to procure the right for Subscriber to continue to use the Product or to replace or modify such Product so that it becomes non -infringing, If neither of the foregoing alternatives is available on terms Mat Bentley, in its sole discretion, deems desirable, Subscriber shall, upon written request from Bentley, return to Bentley the allegedly infringing Product, in which event Bentley shall refund to Subscriber the price paid by Subscriber for each copy of such returned Product, less twenty percent (20%) for each elapsed year since the commencement of the license for such copy. Bentley shall have no liability and this indemnity shall not apply if the alleged infringement is contained in a Product which is not developed or owned by Bentley or is due to modification of the Product by Subscriber or the combination, operation or use of a Product with other software that does not originate from Bentley or if Subscriber is in breach of this Agreement. Bentley shall also have no liability, and this indemnity shall not apply, for the portion of any claim of infringementbased on use of .t superseded or altered release of a Product if the infringement would have been avoided by the use of a current, unaltered release of the Product. In no event shall Bentleys liability hereunder to Subscriber exceed the license fees Irtid by Subscriber for the allegedly infringing Pr ciuct.This Paragraph 107 sets forth Subscriber's sole remedy for intellectual property infringement. 5. EXPORT CONTROLS, The Products have been manufactured or developed in the United States of America and accordingly may be subject to US. export control laws, regulations and requirements. Regardless of any disclosure made by Subscriber to Bentley of an ultimate destination of the Products, Subscriber must not export or transfer, whether directly or ndirectly, the Products, or any portion thereof, or .my system containing such Products or portion thereof, to anyone outside the United States (including further export if Subscriber rook delivery of the Products outside the United States) without first complying strictly and fully with all export controls that may be imposed on the Products by the United Slates Government or any country or organization of nations within whose jurisdiction Subscriber uses the Products.The countries subject to restriction by action of the United States Government are subject to change, and it is Subscriber's responsibility to comply with the United States Government requirements as they may he amended from time to time. Subscriber shall indemnify, defend and hold Bentley harmless for any breach of its obligations pursuant to this Paragraph 6. U.S. GOVERNMENT RESTRICTED RIGHTS. If the Products are acquired for or on behalf of the United States of America, its agencies and/or instrumentalities ('U.S. Government"), it is provided with restricted rights.The Products and accompanying documentation are 'commercial computer software' and -commercial computer software documentatom," respectively, pursuant to 48 C.F.B. 12.212 and 227.7202, and "restricted computer software' pursuant to 48 C.F.R. 52.227-19(a), as applicable. Use, modification, reproduction, release, performance, display or disclosure of the Products and accompanying documentation by the U.S.Go vernment art subject w restrictions as set forth in this Agreement and pursuant to 48 C.F.R. 12.212, 52.227-19, 227 7202, and 1852.227.86, as applicable. 7 TERM; TERMINATION. 7.01. Term. This Agreement shall become effective on the Effective Date, and shall continue for the initial term of Subscriber's SELECT Program subscription set forth on Attachment I hereto, and shall automatically renew for terms of like tenure unless either party gives notice of its election to not renew the term at ieast thirty (30) days prior to the expiration of the then -current term. 7.02. Termination for Material Breach. Either party may, at its option, terminate this Agreement in the event of a material breach of this Agreement by the other party. Any such termination may be effected only through a written notice to the other party, specifically identifying the breach or breaches on which termination is based. Following receipt of such notice, the party in breach shall have twenty-one (21) days to cure such breach or breaches, and this Agreement shall terminate in the event that such cure is nut made by the end of such period; provided, however, Bentley shall have the right to terminate this Agreement immediately if Subscriber breaches any, of its obligations under Section 3 of this Exhibit 3. The failure of Subscriber to pay an outstanding invoice of Bentley shall always constitute a material breach of thisAgreement. 7.03. Insolvency. if, under applicable insolvency laws. Subscriber becomes unable to pay its debts or becomes insolvent or bankrupt or makes arrrngcments with its creditors, or otherwise goes into liquidation, administration or receivership, then Bentley shall have the right to terminate this Agreement immediately by written notice. 7 04. Consequences of Termination. Upon the termination of this Agreement for any reason, all of the rights and licenses grunted to Subscriber in this Agreement shall temitnae immediately. With respect to any perpetually licensed Products. the terms and conditions set forth in the license agreement delivered with such Products and the Definition of Use shall govern Subscriber's use of such Products. Subscriber :hail immediately discontinue use of SELECT Online. 7.05 Reinstatement Following Termination. Following a termination of the SELECT Program, Subscriber may reinstate such services only if Bentley consents to such reinstatement and Subscriber pays to Bentley, in advance, a SELECT reinstatement fee, in an amount to he determined in Bentley's sole discretion, such amount not to exceed the amount of all fees that would have accrued and been payable, excluding discounts, for the period between the date rif termination and the date of reinstatement. 8. MISCELLANEOUS. 8.01. Assignment. Subscriber shall not assign this Agreement or delegate its duties hereunder without prior written consent by Bentley. For purposes of this Agreement, a change in control of Subscriber shall he considered an assignment fir which Bentley's prior written consent is hereby granted provided that the surviving entity from such change in control must enter into .t SELECT Agreement.Thes Agreement may be assigned by Bentley to any successor in interest to Bentley's business or to any direct or indirect wholly -owned subsidiary of Bentley Systems, Incorporated. Any purported assignment in violation of this provision shall be void and without effect 8 02. Entire Agreement. This Agreement. together with the Exhibits And signed Amendments, if .ny incorporate the entire agreement of the parties and supersede and merge all prior oral and written agreements, discussions and understandings between the parties with respect to the subject matter hereof The terms and conditions of this Agreement and of the applicable Bentley confirmation shall apply to each order accepted or shipped by Bentley hereunder. Any additional or different terms or conditions appearing on a purchase order issued by Subscriber hereunder, even if Bentley acknowledges such terms and conditions, shall not be binding on the parties unless both parties expressly agree in a separate writing as provided under Section 3,03 of this Exhibit B. 8.03. Amendments. Except as otherwise contemplated herein with respect to updating, amending and supplementing the exhibits, this Agreement may only be amended or modified by a writing duly executed by authorized representatives of the parties, provided, however, that any additional or different terms or conditions appearing on a purchase order even if required to be acknowledged by Bentley, shall not he binding on the parties. 8 04. Notices. Notices under this Agreement shall be made or given as of die date of either hand delivery or mailing to such party, if sent prepaid certified mail or next day air delivery, to the address set forth on the first ;rage of this Agreement. All notices under this Agreement shall be addressed, it to Bentley, to its General Counsel, and f to Subscriber, to its authorized representative identified in this Agreement or in a subsequent notice to Bentley. 8:05. Force Majeure. Bentley shall not be liable for failure to ulfil the terms of this Agreement due to fire, strike, war, government regulations, acts of God, labor disturbances, acts of ten mnsm or other causes which are unavoidable and beyond its control. 8.06. Waiver, The failure of either party to insist upon any of its rights under this Agreement upon one or more occasions. or to exercise any of as rights, shall not be deemed a waiver of such rights on any subsequent occasions. 8.07, Survival. The covenants contained n this Agreement which, by their terror, require or contemplate performance by the parties after the expiration or termination of the Agreement (including, but not limited to, Sections 5.01(a), (b), (c) and (d) and 6,01 of Exhibit A, Sections 1, 2, 3.4, 5.6, 7.04, 7.05 and 8 of Exhibit IL and Sections 1,06,1.07,1.08, 1.09, 1.10, 1.11. 1.12, 1 14, 1.16 and 1.17 of Exhibit C) shall be enforceable notwithstanding said expiration or termination, 8.08. Severability. The provisions of this Agreement shall be severable and the invalidity or unenforceability of any one provision shalt not affect any other unless otherwise noted. Si 09. Governing Law. This Agreement shall be governed by, interpreted, and enforced in accordance with the laws of the Commonwealth of Pennsylvania, without regard to conflicts of law provisions. To the maximum extent permitted by applicable law, the parties agree that the provisions of the United Nations Convention on Contracts for the International Sale of Goods, 35 amended, and of the Uniform Computer information 8of12 BENTLEY SELECT PROGRAM AGREEMENT General Terms and Conditions (continued) Transactions Act, as it may have been or hereafter may be in effect in any jurisdiction, shall not apply to this Agreement. 8.10. Arbitration. In the event of any dispute, controversy or claim between the parties arising under this Agreement, the parties shall submit to binding arbitration before a single arbitrator in Philadelphia, Pennsylvania in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The decision of the arbitrator shall be final and binding in the parties. and the judgment upon the award rendered by the arbitrator shall be enforceable in any court of competent jurisdiction. Each party shall bear its own attorney's fees, costs, and expenses incurred in such arbitration, 8 11. Independent Contractor. Bentley's relationship with Subscriber for all purposes hereunder shad he that of an independent contractor and nothing herein shall be construed as creating, at any time, an employer and employee relationship between the parties. 8.12. Change of Ownership. Subscriber shall provide Bentley with sixty (60) days advance written notice of any changes in its ownership or location. 8.13. Headings. The headings in this Agreement art intended solely fur convenience of reference and shall nut affect the meaning or interpretation of this Agreement. 9 of 12 BENTLEY SELECT PROGRAM AGREEMENT Professional Services Exhibit C Dated as of August 31, 2004 1. Professional Services. 1.01 Subscriber may request professional services from time to time and !Bentley may agree to perform such services pursuant to this Agreement. The description of professional services requested by Subscriber and which Bentley agrees to perform shall be set forth in one or more written descriptions labeled 'SELECT Professional Services" and signed by Subscriber and Bentley (each an °Order'). Bentley shall have the right to accept or decline any proposed Order. Each Order shall set forth, at a minimum, the work to he done, the number of Bentley's personnel to be assigned to Subscriber's work, the duration of each individual's assignment, and the fees for the work. The services and other provisions described on the Orderts) are referred to collectively as the 'Work" while the results of the Work, if any, are referred to as the "Work Product. 1.1)2. Method of Performance. Bentley in conjunction with its personnel, will determine the method, details, and means of performing the Work to he earned out for Subscriber, including the use of sub -contractors if deemed necessary. Subscriber shall have no right to, and shall not, control the manner or determine the method of accomplishing such Work. Subscriber may, however, require Bentley's personnel to observe at all times the security and sty policies of Subscriber. In addition, Subscriber shall be entitled to exercise a broad generel power of supervision and control over the results of work performed by Bentley to ensure satisfactory performance. This power of supervision shall include the right to inspect, stop Work, make suggestions or recommendations as to the details of the work, and request modifications to the scope of an Order. 1.03. Scheduling. Bentley will try to accommodate work schedule requests of Subscriber to the extent possible. Should any personnel of Bentley he unable to perform scheduled services because of illness, resignation, or other causes beyond Bentley's reasonable control, Bentley will attempt to replace such personnel within a reasonable time, but Bentley shall not be liable for failure if it is unable to do so, giving due regard to its other commitments and priorities. 1.04 Reporting. Subscriber will advise Bentley of the individuals to whom Bentley's manager will report progress on day-to-day work. Subscriber and Bentley shall develop appropriate administrative procedures for performance of Wnrk at Subscriber's site. if necessary Subscriber shall periodically prepare an evaluation of the Work performed by Bentley for submission to Bentley upon Bentley's request. 1.05. Place of Work. Certain projects or tasks may require Bentley's personnel to perform Work for Subscriber at Subscriber's premises. In the event that such projects or tasks are required to he performed at Subscriber's premises, Subscriber agrees to provide working space and facilities, and any other services and materials Bentley or its personnel may reasonably request in artier to perfrirm their work. Subscriber recognizes that there may be a need to train Bentley's personnel in the unique procedures used at Subscriber's location. When Subscriber determines that such training is necessary, Subscriber shall, unless otherwise agreed in writing, pay Bentley for its personnel's training time. 1.06_ Non-Exchisive. Bentley shall retain the right to perform work for others during the term of this Agreement. Subscriber shall retain the right to cause work of the same or a different kind to he performed by its own personnel or other contractors during the term of this Agreement. 1.07 Perpetual License. Upon full payment for the Work. Bentley shall grant Subscriber a paid -up, perpetual, royalty -free, non-exclusive and non-transferrable right and license to use the Work Product for Production Use. Bentley retains all right, title and interest to the Work Product nut otherwise granted to Subscriber. 1,08. Preexisting Works of Bentley. Notwithstanding Section 1.07 of Exhibit C hereof, Bentley hereby reserves and retains ownership of all works which Bentley created unrelated w the Work performed pursuant to any Order, including but not limited to Products (the "Pre -Existing Works"). Bentley does not grant Subscriber any rights or licenses with respect to the Pre Existing Works. 1.09. Residuals. It is mutually acknowledged that, during the normal course of its dealings with Subscriber and the Work, Bentley and its personnel and agents may become acquainted with ideas, concepts, know-how, methods, tec:hniques. processes, skill.;, and adaptations pertaining to the Work, including those that Subscriber considers to he proprietary or secret. Notwithstanding anything in this Agreement to the contrary, and regardless of any termination of this Agreement, Bentley shall be entitled to use, disclose. and otherwise employ any ideas, concepts, know-how, methods, techniques, processes, and skills, adaptations, including generalized features of the sequence, structure. and organization of any works of authorship, ln conducting its business (including providing services or creating programming or materials for other customers), and Subscriber shall not assert against Bentley or its personnel any prohibition or restraint from so doing. 1.10. Third -Party Interests. Subscriber's interest in and obligations with respect to any programming, materials, or data to be obtained from thirst -party vendors, regardless of whether obtained with the assistance of Bentley, shall he determined in accordance with the agreements and policies of such vendors. 1.11. Fees. Bentley shall be paid the fee as specified in each Order (which Bentley reserves the right to change upon at least sixty (60) days advance notice or at any time for any new Order or modified portion of an existing Order), or, if no fee is specified, at Bentley's customary rates for the level of personnel providing such services. 1.12.. Expenses. Subscriber shall also pay either the actual cost of Bentley's reasonable travel and living expenses or an agreed -to amount for such travel and living expenses (other than normal commutation travel) for Bentley employees in the performance of Work set forth in each Order along with all other out-of-pocket expenses incurred by Bentley. 1.13. Estimates. Estimates of total fees for projects may be provided in an Omer, but Bentley does not guarantee such estimates. Bentley will, however, notify Subscriber as soon as possible if it will exceed the estimate. and Subscriber may then terminate the project and pay only for services actually rendered if Subscriber so chooses. 1.14, Confidentiality. 1n the performance of the Work, Bentley may acquire information of Subscriber which is proprietary, non-public and identified in writing as confidential by Subscriber. Bentley shall not disclose to anyone nut employed by Subscriber nor use except on behalf of Subscriber any such confidential information acquired in the performance of the Work except as authorized by Subscriber in writing and as maybe permitted by Section 1.09 of this Exhibit C. Bentley shall have no obligation of confidentiality with respect to any information of Subscriber that (i) has entered the public domain other than through a breach of this Agreement, (ii) has been rightfully obtained by Bentley from a third party with no obligation of confidentiality, or (iii) is previously known by Bentley as demonstrated by clear and convincing evidence. Notwithstanding the foregoing restrictions, Bentley and its personnel may use and disclose any information to the extent required by an order of any court or other governmental authority or as necessary for it or them to protect their interest in this Agreement, but n each case only after Subscriber has been so notified and has had the opportunity, if possible, to obtain reasonable protection for such information in connection with such disclosure. 1.15. Tenn. This Exhibit C will become effective as of the date of the first executed Order and will continue in effect through the completion of each Order. 1.16. Termination of Orders. Subscriber or Bentley may terminate any uncompleted Order at any time by giving thirty (30) days written notice to the other party. Upon such termination, Bentley agrees to stop Work under the Order in question and to forward to Subscriber all completed or uncompleted drawings, reports or other documents relating to the Work. In the event of such termination Subscriber shall be liable only for such fees, costs and expenses as have accrued prior to the effective date of such termination. 1.17. Prohibition on Hiring. Subscnber shall not solicit for employment or hire any Bentley employees providing professional services hereunder directly or indirectly for the duration of the Work, plus a period of one (1) year after completion of the professional services provided hereunder. 10 of 12 Attachment I BENTLEY SELECT PROGRAM AGREEMENT NORTH AMERICA Bentley Agreement 'i SELECT Number: 0011 1 g GI Steps to a Properly Completed Attachment I 1. Select your Agreement Term 2. Complete a Site Information form for each covered Site 3. Complete the licensed Products form for each covered Site 4. Insert Attachment I into the Bentley SELECT Program Agreement Agreement Term Please check the appropriate box below for the selected Agreement Term. if neither or both boxes are selected, the Agreement Term shall default to 24 months. ❑ 24 Months 12 Months (a 26% premium shall apply to a 12 -month Agreement Term) SE1.002530.1 /0002 VO4 Attachment I BENTLEY SELECT PROGRAM AGREEMENT Site Information Please complete a copy of this form for each covered Site. Shipping Address: WacS Cov-jir'( ap o Company vi(L.Ltas Site Pkie; , ral--(4Ca./ Shipping Contact }Al Xeicr E-mail Address AJdress/Street (no PO Box) Billing Address: Of different) eriu're OESJc46\15,-.0Peei company d_ C&O&Lh1 8ZYeec3Le4 State Zip / Country qaDSCILM}S-4S31 97D--1941474, 47efiRet Phone Fax Phone State t,c%(._ tC_LIZALS Site Mas-goi Wing Contact zn O1.� k./00d e�.1.� E-mail Address Address/Street (no PO Box) K(03, 1 Zip SG Country .97D-cst c4-4 hay Attachment I BENTLEY SELECT PROGRAM AGREEMENT Licensed Products Please provide the Product Name and the corresponding serial number for each of the licensed Bentley Products at the Site: Greeley, CO Site Coar}y T7w°- Product: Serial Number: 1 . CulvertMaster IERE i f Lon • Affix Attachment I on this page. Agreement cannot be processed without Attachment I 11 of 12 For more information on Bentley, please visit www.bentley.com or call 1 -800 -BENTLEY. BENTLEY SELECT 12 of 12 Hello