HomeMy WebLinkAbout25C - AGMT - ENGINEERING SOFTWAREREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
DECEMBER 2, 2013
TITLE:
SOFTWARE MAINTENANCE
AGREEMENT WITH BENTLEY
SYSTEMS, INC.
CITY MANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
•:•
❑ As Recommended
❑ As Amended
❑ Ordinance on 151 Reading
❑ Ordinance on 2nd Reading
❑ Implementing Resolution
❑ Set Public Hearing For
CONTINUED TO
A 01111AAI*AV
Authorize the City Manager and the Clerk of the Council to execute an agreement with Bentley
Systems, Inc., for software maintenance and technical support for the specialized engineering
software used in the Public Works Agency, in an amount not to exceed $50,000 per year, for a
one year period, with the option to extend for up to two additional one -year terms, exercisable
by the City Manager or his designated representative.
DISCUSSION
This software maintenance agreement will allow the City to continue to utilize the Bentley
license server which provides maximum license availability without having to purchase separate
licenses of each product for every machine. Without this benefit, additional software is likely to
be required for work to continue. The Public Works Agency utilizes a number of specialized
engineering software products for its computer design services and for accessing data on the
Geographic Information System. Bentley Systems, Inc., owns and maintains this software.
The software maintenance agreement also ensures that the City receives technical support for
critical software issues that could greatly impact the Agency's ability to meet deadlines for
engineering projects in our Traffic, Design, and Water divisions. The Agency's current
agreement expires at the end of the month.
FISCAL IMPACT
The cost of maintenance for the first year of the agreement is projected to be $44,188.21.
Funds are budgeted in FY 13/14 and FY 14/15 in the Public Works Administration program for
professional contract services (Account 10117601- 62300). Funds for the optional final
agreement extension year will be allocated in the FY 15/16 budget.
Edwin "Willi " Galvez, P.E.
Interim Executive Director
Public Works Agency
Exhibit 1. Agreement
APPROVED AS TO FUNDS AND ACCOUNTS:
Francisco Gutierrez
Executive Director
2rjCi- Finance & Management Services Agency
25C -2
BENTLEY SELECT PROGRAM SALES AGREEMENT AND SOFTWARE LICENSE
This Agreement is entered into this 2nd day of December, 2013, between BENTLEY
SYSTEMS, INC. ( "Company "), with its principal place of business at 685 Stockton Drive, Exton,
PA 19341, and the City of Santa Ana ( "Customer "), a California municipal corporation.
Term of Agreement. This Agreement shall commence on the Effective Date and shall
continue for an initial term of twelve (12) months. This Agreement may be extended for up to two
additional one -year periods, exercisable by the City Manager or his designated representative.
SECTION A. TERMS AND CONDITIONS APPLICABLE TO PURCHASE AND
INSTALLATION OF EQUIPMENT, SOFTWARE, AND OTHER
ITEMS.
1. General Scope of Services. COMPANY promises and agrees to furnish to the City
all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully
and adequately supply the specialized engineering software products necessary for computer design
services and for accessing data on the Geographic Information System ('Services'). The Services
are more particularly described in `Bentley Select Program Agreement (6/11) ", Exhibit 'A' attached
hereto and incorporated herein by reference including definitions required for interpreting the
services described. All Services shall be subject to, and performed in accordance with, this
Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable
local, state and federal laws, rules and regulations.
2. Schedule of Services. COMPANY shall perform the Services expeditiously, within
the term of this Agreement. COMPANY represents that it has the professional and technical
personnel required to perform the Services in conformance with such conditions. In order to
facilitate COMPANY's conformance with the Schedule, City shall respond to COMPANY's
submittals in a timely manner. Upon request of City, COMPANY shall provide a more detailed
schedule of anticipated performance to meet the Schedule of Services.
3. Payment. Payment terms: City shall pay the license subscription fees set forth in
Exhibit B, within 45 days after the effective date of this Agreement.
4. Limited Warranty. COMPANY warrants that all COMPANY Equipment and
Software media shall be free from defects in materials and workmanship, for a period of one (1)
year from the date of shipment. This warranty is extended to Customer only and shall not apply to
any Equipment (or parts thereof) or Software media in the event of:
(a) Damage, defects or malfunctions resulting from misuse, accident, neglect,
tampering, (including modification or replacement of any COMPANY
components on any boards supplied with the Equipment), unusual physical
or electrical stress or causes other than normal and intended use;
BENTLEYSELECTAGR
EXHIBIT 1
25C -3
(b) Failure of Customer to provide and maintain a suitable installation
environment;
EXCEPT AS PROVIDED ABOVE, THE PARTIES AGREE THAT ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE
EXCLUDED.
5. Limitation of Liability. Customer's sole remedy, and the sole liability of
COMPANY, for any breach by COMPANY shall be to repair or replace, at COMPANY' option,
any parts or Software media found to be defective, without charge to Customer for parts or labor,
provided that the COMPANY Equipment and Software media have been installed, maintained and
used in accordance with COMPANY requirements and have not been subject to abuse or tampering.
COMPANY agrees to be liable for personal injury caused solely by the negligence of its
contractors, agents and employees.
6. General
(a) This Agreement shall be governed by California Law. Venue shall be in
Orange County.
(b) The invalidity or illegality of any provision of this Agreement shall not
affect the validity of any other provision. The parties intend for the
remaining unaffected provisions to remain in full force and effect.
(c) Customer shall not assign this Agreement or the License to the Software
without the prior written consent of COMPANY and any purported
assignment, without such consent, shall be void.
(d) Neither party shall be liable for failures or delays in performance due to
causes beyond its reasonable control, including war, strikes, lockouts, fire,
flood, storm or other acts of God. Both parties agree to use their best
efforts to minimize the effects of such failures or delays.
(e) All notices given under this Agreement shall be in writing and sent
postage pre -paid, if to COMPANY, to the COMPANY address on the
front of the Agreement, or if to Customer, to the billing address on the
front of this Agreement.
(f) No action, regardless of form, may be brought by either party more than
one (1) year after the cause of action has arisen.
(g) This Agreement supersedes all prior or contemporaneous representations,
negotiations, or other communications between the parties relating to the
subject matter of this Agreement. This Agreement may be amended only
in writing signed by authorized representatives of both parties.
BENTLEYSELECTAGR
25C -4
(h) COMPANY warrants that it has good title to equipment and the necessary
rights to license the software.
(i) COMPANY warrants that the software and equipment, as delivered to
Customer, does not infringe upon any third -party rights in patent,
copyright, or trade secrets in the United States.
(j) Notification. All notices required herein and communications regarding
interpretation of the terms of the Agreement or changes thereto shall be
provided by the mailing thereof by United States mail, postage prepaid
and addressed as follows:
CUSTOMER COMPANY
City of Santa Ana Bentley Systems, Inc.
Public Works Agency (M21) 685 Stockton Drive
P.O. Box 1988 Exton, PA 19341
Santa Ana, CA 92701 -4058
Attn: Trevor Burgan
Attn: Dick Franklin
SECTION B. TERMS AND CONDITIONS APPLICABLE TO SOFTWARE ONLY
1. Schedule of Services. COMPANY shall perform the Services expeditiously, within
the term of this Agreement, and in accordance with the terms and conditions set forth in Exhibit
W. COMPANY represents that it has the professional and technical personnel required to perform
the Services in conformance with such conditions. In order to facilitate COMPANY's conformance
with the Schedule, City shall respond to COMPANY's submittals in a timely manner. Upon request
of City, COMPANY shall provide a more detailed schedule of anticipated performance to meet the
Schedule of Services.
2. License Terms. COMPANY owns or has the right to license the Software. The
Software contains proprietary trade secret technology. Unauthorized use and copying of such
Software is prohibited by law, including United States and foreign copyright law. The price
Customer pays for a copy of the Software constitutes a license fee that entitles Customer to use the
Software as set forth below.
(a) COMPANY grants to Customer a non - exclusive, nontransferable license
to use the Software. This License may be terminated by COMPANY by
written notice to Customer upon any material breach of this Agreement by
Customer. This License is subject to all of the terms of this Agreement,
including those set forth below:
(b) Customer recognizes and agrees that the license to use the Software is
limited, based upon the amount of the license fee paid by Customer.
Limitations may include the number of employees, simultaneous users,
Software product modules, Software features, computer model and serial
number, and/or the number of terminals to which the Software is permitted.
BENYLEYSELECYAGR
25C -5
to be connected. Customer agrees to: 1.) use the Software only for the
number of employees, simultaneous users, computer model and serial
number, and /or terminals permitted by the applicable license fee; 2.) use
only the product modules and /or features permitted by the applicable
license fees; and 3.) use the Software only in support of Customer's own
business. Customer agrees not to increase the number of employees,
simultaneous users, terminals, product modules, features, or to upgrade the
model, as applicable, unless and until Customer pays the applicable fee for
such increase /upgrade. Customer may not relicense or sublicense the
Software to, or otherwise permit use of the Software (including
timesharing or networking use) by any third party. Customer may not
provide service bureau or other data processing services that make use of
the Software without the express prior written consent of COMPANY.
(c) Customer may use the computer programs included in the Software (the
"Programs ") in object code form only, and shall not reverse compile,
disassemble or otherwise convert the Programs into uncompiled or
unassembled code.
(d) Customer may copy the Programs as necessary to load and execute the
Programs and for backup purposes only. All copies of the Programs or
any part thereof, whether in printed or machine readable form and whether
on storage media or otherwise, are subject to all the terms of this License,
and all copies of the Programs or any part of the Programs shall include
the copyright and proprietary rights notices contained in the Programs as
delivered to the Customer.
(e) In the event that COMPANY supplies updates, corrections, modifications,
new versions or new releases of the Software, (collectively referred to as
"Updates "), such Updates shall be part of the Software and the provisions
of this License shall apply to such Updates and to the Software as
modified thereby.
(f) Customer may terminate this License at any time by returning to
COMPANY the original copy of the Software and destroying all other
copies of the Software. Upon termination of this License by COMPANY,
Customer will return the original Software to COMPANY and destroy all
other copies of the Software.
BENTLEY SYSTEMS INCORPORATED
BY:
NAME;
TITLE:
DATE:
BENTLEYSEUCTAGR
25C -6
CITY OF SANTA ANA
IC
DA
DAVID CAVAZOS
City Manager
BENTLEYSELECTAGR
ATTEST:
MARIA D. HUIZAR
Clerk of the Council
BY:
Laura Sheedy
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
EDWIN "WILLIAM" GALVEZ, P.E.
Interim Executive Director
Public Works Agency
25C -7
`_-�'Benttey, BENTLEY SYSTEMS, INCORPORATED
SELECT PROGRAM AGREEMENT Bentley SELECT
NORTH AMERICA
Bentley SELECT Agreement CLA Number
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 SELECTS 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 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
under the SELECT 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 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 1S APPROVED AND ACCEPTED BY BENTLEY.
SUBSCRIBER BENTLEY SYSTEMS, INCORPORATED
Company Name
Signature
Printed Name
E -mail Address
Address:
Telephone:
Date Signed:
SEL002520- 1/0005 6 /11
Printed Name
685 Stockton Drive
Exton, Pennsylvania 19341
Telephone: 610-458 -5000
Exhibit A Date Signed:
BENTLEY SELECT PROGRAM AGREEMENT
SELECT Program Benefits
Exhibit A
Dated as of January 2010
General.
Subscriber agrees to purchase SELECT Program coverage for all
Bentley Products licensed and CALs acquired 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 I
( "Attachment T'), and if completed Attachment 1 shall be
incorporated into this Agreement, provided that (except with respect
to the duration of the initial terra 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 tern 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.
SELECT Support Services
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.
3.03. 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 Phrtfonn Exchange directly
to Bentley.
3.04. 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,
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 4.01
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, CALs 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 boom 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 Produce (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 shalt 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 fast.
2.04. If Subscriber experiences a production - stopping anomaly, Bentley
will use good faith effort's to create an appropriate solution and
deliver it electronically, or through such other moans 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 additioind 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
SEL002520 -1 /0005 6 /11
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.benVley.corn (the "Online Agreement "):
Bentley may, from time to tine, offer certain services, including, but
not limited to, paining 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 terns 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 terns of this Agreement shall control.
4.02. Bentley shall have the sole right to control the 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 SBLECT
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 bound
by the terns of the Online Agreement.
5. Product Licensing
5.01. General
(a) Existing Licenses. Bentley and Subscriber agree that the terns
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 terns 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 acquires or
licenses a copy of a Product, Subscriber's use of such Product
shall be governed by the terms of the license agreement
Page 2 of 12
BENTLEY SELECT PROGRAM AGREEMENT
SELECT Program Benefits
Exhibit A
Dated as of January 2010
provided with the Product upon its delivery to Subscriber, as
Subscriber using pooled licensing hereby agrees to install and
amended or supplemented by the terns of this Agreement in
implement Bentley's SELECTserver or such other Bentley
effect at the time of such purchase. Subscriber hereby agrees
licensing technology as may be required by Bentley from time
that its downloading or use of any Products delivered to it shall
to time to monitor usage. Subscriber agrees and acknowledges
constitute Subscriber's acceptance of the license agreement
that Bentley's SELECTserver will from time to time transmit to
terns provided with the Product upon its delivery to Subscriber,
Bentley the usage log files generated by SELECTserver or such
If Subscriber licenses additional copies of a Product that is
other Bentley licensing technology. Subscriber agrees to allow
already licensed by Subscriber, such additional licenses may be
the above transmission to Bentley or otherwise to transmit to
authorized through delivery of a new License Key and without
Bentley true and accurate copies of such usage log files. For
delivery or download of any additional Product. In such
purposes of clarity, the right to pool licenses of Products granted
instances, Subscriber agrees that the license agreement terms
to Subscriber pursuant to this Section 5.02(a) of Exhibit A shall
contained or cross - referenced in the License Key shall govem
terminate in the event of any termination or non - renewal of this
Subscriber's use of such Product. In the event of a conflict
Agreement, notwithstanding that the subject Products may be
between the terns of the license agreement provided with a
licensed on a perpetual basis. The pooled licensing benefits set
Product upon its delivery to Subscriber and the terns of this
forth in this Section 5.02(a) of Exhibit A are not applicable to
Agreement in effect at the time such Product is purchased, the
Server Products, Client Software and associated CALs.
terms of this Agreement in effect at the time such Product is
purchased shall control for the term of this Agreement
(b) No -Charge Licenses.
However, with respect to any perpetually licensed Product,
upon any termination of this Agreement the terms and
(1) If a Product is designated as eligible on SELECT Online,
conditions of the license agreement provided with the Product
Subscriber is hereby entitled on a non - exclusive basis,
upon its delivery to Subscriber shall govern Subscriber's use of
without payment of license fees but otherwise subject to
the Product,
the terns of this Agreement, to create Production Use
copies, for use only by Subscriber, of certain Products
(o) No Transfers. Subject to Section 8.01 of Exhibit B, Subscriber
made available by Bentley from time to time and which
shall not sell, transfer, assign, grant a security interest in,
are designated by Bentley as no- charge software.
sublicense, loan, lease or rent soy of its rights under its CALs or
Subscriber is entitled to redistribute such Products, which
licenses to use Bentley Products without the prior written
are designated by Bentley as available for such
consent of Bentley. If consent is given by Bentley, Subscriber
redistribution, in machine readable form to third parties to
may permanently transfer a license to another end user,
which Subscriber distributes its Bentley Product's files;
provided all software and related documentation and media
provided that Subscriber procures each such thud party's
covered by such license are transferred to the transferee end
agreement not to further redistribute such Product's. Unless
user and the Subscriber does not retain any copies thereof, and
Bentley specifically authorizes otherwise in writing, such
provided further that the transferee end user agrees in writing
free licenses granted or redistributed hereunder will expire
with Bentley to cover all of its CALs and licensed Products
upon termination of this Agreement.
under the SELECT Program and be bound by the terns of the
license agreement then in effect for such CAL or Product.
(2) For each of Subscriber's licenses of a Product designated
by Bentley as eligible on SELECT Online, Subscribermay
(d) No Commercial Hosting. Products am licensed for Production
at no charge receive a single CAL allowing one additional
Use only. Products may not be used to provide commercial
User (which User may, under the terms of Section 5.02(1)
hosting services or as the basis for fee or transaction based
of Exhibit A, be an External User) of that designated
services.
Product to instill and use Client Software to access any
properly licensed Server Products, for Production Use, and
5.02. Licensing Programs. Unless otherwise specifically set forth herein,
in accordance with Section 5.02(t) of Exhibit A. Such
Bentley Products are licensed on a Per Device basis as set forth in the
CALs granted hereunder will expire upon termination of
applicable end user license that ships with the Bentley Product. The
this Agreement.
following licensing programs are not available for all Products; please
check SELECT Online to see which Products are eligible for the
(e) Home Use Licenses. Unless Subscriber notifies Bentley in
respective licensing programs (absent a specific designation of
writing that Subscriber's employees shall not be entitled to
eligibility, a Product is ineligible for any such program). Bentley
obtain home use editions of a Product, Bentley will distribute
reserves the right to add or remove any Product from eligibility for
upon an employee's request made through Subscriber's site
licensing under the following programs. Bentley reserves the right to
administrator, and permit Subscriber's employees to use,
discontinue any of its licensing programs at any time, without notice
without charge, home use editions of certain Products (for
to Subscriber. However, until renewal or termination of this
which such editions are available, as designated on SELECT
Agreement, such termination of any licensing program shall not affect
Online) in accordance with the temrs set forth in the license
the licenses for Products previously granted pursuant to such
agreement provided with such home use edition of a Product, as
terminated licensing program. For purposes of cla iry, all licenses
amended and supplemented by this Agreement. Restrictions on
previously granted pursuant to a terminated licensing program shall
home use licenses include the following: home use licenses are
terminate upon the renewal or termination of this Agreement.
not permitted to be used for Production Use or any commercial
use, including training; home use licenses are not for use in
(a) Pooled Licensing. If a Product is designated as eligible on
Subscriber's offices; home use licenses may not be stored on
SELECT Online, then Bentley hereby grants to Subscriber a
any electronic media; home use licenses roust be permitted in
limited non - transferable non - exclusive right to use such Product
Subscriber's jurisdiction. no total number of home use editions
for Production Use only on multi -mser computer networks, and
available to Subscriber's employees may not exceed the number
to install a licensed Product on more than one computer or hard
of Subscriber's Product licenses to which the home rise editions
disk, provided that all users under this arrangement are at the
relate. Home use editions of Products are ineligible for
store Site and the number of users that Use a Product during
Technical Support even if Subscriber has purchased SELECT
any one interval does not exceed the number of copies of such
Program services. Subscriber shall not be responsible for
Product for which Subscriber has licenses at such Site. Any
tusm-hg compliance by its employees with the Bentley home
SEL002520 -1 /0005 6 /11
Page 3 of 12
BENTLEY SELECT PROGRAM AGREEMENT
SELECT Program Benefits
Exhibit A
Dated as of January 2010
use license, nor shall Subscriber be liable for any breaches of
SELECT Program services that the same CALs or
such license by its employees. Such home use licenses granted
Products under a perpetual license would entitle
hereunder will expire upon ternhtation of this Agreement.
Subscriber to receive.
(d) Evaluation of Products. If a Product is designated as eligible
(5) Subscriber recognizes that the CALs, Products and
on SELECT Online, Bentley hereby giants to Subscriber,
Portfolios acquired or licensed under a Subscription
subject to its compliance with the procedures of this Section
License are provided to Subscriber for use only for the
5.02(d) of Exhibit A, a limited nondransferable non - exclusive
applicable License Tenn or any renewal tern. In no event
right to create, using SELECT Online (following the registration
will a Subscription License continue beyond the expiration
requirements set forth on SELECT Online), one (1) copy per
or earlier irradiation of the SELECT Agreement tinder
Site of each Product contained on SELECT Online solely for
which it is granted. Subscriber recognizes that CAL
Evaluation Use of such Product, provided that Subscriber shall
Subscriptions, Product Subscriptions and Portfolio
have no right to create evaluation copies of Products previously
Subscriptions may be delivered to Subscriber with
licensed by Subscriber. The duration of use of an evaluation
embedded Thne Clocks. Subscriber agrees that Time
copy shall not exceed thirty (30) days, and Bentley may provide
Clocks are not considered a defect of such Subscription
the Product with a mechanism that will cause the Product to
Licenses and releases Bentley from any and all claims,
time out or expire after thirty (30) days. Upon the earlier of the
however characterized, arising from or related to Time
conclusion of such (30) day evaluation period or the termination
Clocks or their operation. Subscriber may not remove or
of this Agreement, Subscriber shall destroy all copies of
evade Time Clocks.
Products created for evaluation hereunder and, upon request by
Bentley, certify such destruction in writing.
(6) hr the event of any inconsistency between this Section
5.02(e) of Exhibit A and any other Section or Exhibit of
(e) Subscription Licensing.
this Agreement, or between this Section 5.02(e) of Exhibit
A and the terms and conditions in the license agreement
(1) Subscriber may, upon Bentley's approval, license certain
provided with any Product or CAL that is the subject of a
Products, or acquire CALs, for a specified term (a
Subscription License, this Section 5.02(e) of Exhibit A
"Subscription License"). A Subscription License may
shall control with respect to Subscription Licenses.
entitle Subscriber m license rights in a single Product (a
"Product Subscription ") or a specified portfolio of (t)
Client Software Benefits. "Client Access License" or "CAL"
Products (a `Portfolio Subscription ") for Production Use,
is a license right to install and use Client Software and permit a
in Object Code form and within the Country, Each
User to access Server Products licensed by Subscriber, if Client
Portfolio Subscription is licensed for use on a single
Software is designated as eligible on SELECT Online,
computer at one time, and its component parts or
Subscriber may, up to the total number of CALs licensed by
individual Product elements, if any, may not be separated
Subscriber, for Production Use only: (1) install and use Client
for we on more than one computer. To be eligible to
Software, (2) permit Users, including External Users, to access
participate, Subscriber must be current on all outstanding
Server Products licensed by Subscriber; and (3) access Server
invoices for amounts owed to Bentley.
Products licensed by an External User, and the total number of
CALs counted as used hereunder shall be the number of unique
(2) The license term for a Product Subscription or Portfolio
Users, which number shall include External Users, recorded in
Subscription shall commence upon Subscriber's receipt of
the usage log files transmitted pursuant to this Section 5.02(t),
the License Key and, unless earlier terminated, shall
during the tern of this Agreement. The parties acknowledge
continue for the remaining current term of the Agreement
and agree that an External User may be permitted to access
or such shorter tenor (not less than one (1) month) as
Server Products licensed by Subscriber using a CAL owned by
Subscriber may elect at the tine the purchase order is
that External User. Subscriber agrees to transmit to Bentley,
delivered and reflected in the License Key (the "License
upon Bentley's request, true and accurate copies of the usage
Term "). The License Tenn (and each successive term)
log files generated by Server Products or such other Bentley
shall automatically renew at its expiration for a successive
licensing technology as may be required by Bentley from time
tern equal to the then remaining term of the Agreement,
to time, and information identifying any External User that has
or such shorter tern (not less than one month) as a
accessed Server Products licensed by Subscriber. Upon
Subscriber may elect at the time of such renewal, unless
expiration or earlier termination of this Agreement, the terns of
either party gives notice of its election not to renew the
the license agreement provided with the Client Software and the
License Tenn at least thirty (30) days prior to the
CAL shall thereafter govern the use of such Client Software and
expiration of the then current tern. The License Term for
the associated CAL, and Subscriber shall no longer be entitled
a particular Product Subscription or Portfolio Subscription
to the Client Software Benefits as set forth in this Section.
shall terminate upon termination of the Agreement or in
the event of non - renewal at the end of the then current (g)
SELECTserver, Subscriber may, upon Bentley's approval, and
License Tenn as provided in the preceding sentence.
at no charge, receive a Subscription License for Bentley's
SELECTserver Product (or such other server -based license
(3) The tees in effect as of the date a Subscription License for
management technology that Bentley may offer). The terns of
a CAL, Product Subscription or Portfolio Subscription is
Subscriber's use of the SELECTserver Product shall be as set
initiated or renewed hereunder shall remain in effect for
forth in the license agreement provided with the SELECTserver
such CAL, Product or Portfolio Subscription until the
Product, as such terms are amended or supplemented in this
expiration or renewal date of the License Term for such
Agreement, Subscriber acknowledges that SELECTserver (m'
CAL, Product or Portfolio Subscription. On the renewal
such other server -based license management technology that
date, the prices in effect on such date shall be applicable.
Bentley may offer) may be delivered to Subscriber with
embedded Time Clocks. Subscriber agrees that Time Clocks are
(4) During the License Term, and any renewal term, all
not considered a defect ofthe Product and releases Bentley from
Subscription Licenses for CALs, Product Subscriptions
any and all claims, however characterized, arising front or
and Portfolio Snbsoriptions shall entitle Subscriber to all
related to Time Clocks or then operation. Subscriber may not
SEL002520- 1/0005 6/11
Page 4 of 12
BENTLEY SELECT PROGRAM AGREEMENT
SELECT Program Benefits
Exhibit A
Dated as of January 2010
remove or evade Time Clocks. Subscriber agrees and
acknowledges that Bentley's SELECTserver will from time to
time transmit to Bentley the usage log files generated by
SELECTserver or such other Bentley licensing technology.
Subscriber agrees to allow the above transmission to Bentley or
otherwise to transmit to Bentley true and accurate copies of
such usage log files.
6. SELECT Program Fees
6.01. Subscriber shall pay to Bentley the applicable SELECT Program Fee
in effect for each Product licensed or CAL acquired 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 or CAL acquired during the tern hereof as of the date such
additional Product license or CAL is purchased. With respect to the
Products licensed or CALs acquired by Subscriber during the teen of
the Agreement, the fees in place as of the Effective Date, or, with
respect to additional Products licensed or CALs acquired, 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 or CALs covered shall
be effective until thirty (30) days after Subscriber receives notice of
such changes. 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 or CALs acquired under a Subscription License.
6.02. Bentley shall initially invoice Subscriber for one (1) year of SELECT
Program Fees for all Product licenses and CALs as of the Effective
Date of this Agreement. Bentley shall provide Subscriber with a pro-
rated around invoice for all Product licenses and CALs purchased
during the fast 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 and CALs
shall be issued quarterly or annually. Invoices reflecting new Product
licenses or CALs will include a prorated amount reflecting coverage
of the Product or CAL under the SELECT Program during the
preceding invoice period plus the full amount for the current invoice
period. Bentley may modify the toning of invoicing hereunder at ally
time.
6.03. Calculation and payment of the SELECT Program Fee hereunder
shall be based on the local price and local currency of the
Subscriber's Site where the related Products or CAU are used.
SEL002520- 1/0005 6/11
Page 5 of 12
BENTLEY SELECT PROGRAM AGREEMENT
General Terms and Conditions
Exhibit B
Dated as of January 2010
1.
Definitions.
1.16.
"Object Code" means the Products in a machine readable form that
The capitalized words, terns and phrases in this Agreement shall
is not convenient to human understanding of the program logic, and
have the meanings set forth below:
that can be executed by a computer using the appropriate operating
system without compilation or interpretation, Object Code
1.01.
"Agreement" means the SELECT Program Agreement executed by
specifically excludes source code.
Bentley and the Subscriber and all exhibits, attachments and
amendments as in effect from time to time.
1.17.
"Online Agreement" shall be defined as set forth in Exhibit A,
Section 4 herein.
1.02.
"Bentley Products" or "Products" mean the software products, data
and other materials, previously or hereafter distributed by Bentley
1.18.
"Order" shall be defined as set forth in Exhibit C, Section 1.01
through delivery mechanisms determined in Bentley's sole discretion
herein.
(including but not limited to distribution via SELECT Online through
download or by ordering through CD format) that Bentley makes
1,19.
"Pre - Existing Works" shall be defined as set forth in Exhibit C,
available to Subscriber typically in Object Code form only, for
Section 1.08 herein.
licensing hereunder, including Updates and Upgrades thereto.
1.20.
"Platform Exchange" shall be defined as set forth in Exhibit A,
1.03.
"CAL" shall be defined as set forth in Exhibit A, Section 5.020
Section 3.01 herein.
herein.
1.21.
"Portfolio Subscription" shall be defined as set forth in Exhibit A,
1.04.
"Channel Partner" or "Bentley Channel Partner" means
Section 5.02(e)(1) herein.
individuals and companies who are authorized by Bentley to provide
SELECT support services as set forth in Exhibit A, Section 2.
1.22.
"Product Subscription" shall be defined as set forth in Exhibit A,
Section 5.02(e)(1) herein.
1.05.
"Client Software" means software that allows a Device to access or
utilize (or where applicable, be managed by) Sewer Products (and,
123.
"Production Use" means use of a Bentley Product in Object Code
also where applicable, to utilize certain aspects of the Products when
form by a User or Device, as applicable, solely for Subscriber's
disconnected from the Server),
internal production purposes, and excludes External Users (except
with respect to use of CALs and access of Server Products pursuant to
1.06.
"Country" means the country: (i) where the Product is twat obtained
Exhibit A, Section 5,020 herein) and Service Bureau Use.
from Bentley or a Channel Partner; or (ii) specified in the purchase
-red
order for which a Production Use copy of the Product may be made
124.
"Proprietary Information" shah] be der as set forth in Exhibit
or the Product is authorized to be used.
B, Section 3.06(x) herein.
1.07.
"Definition of Use" shall have the meaning set forth in each License
1.25.
`SELECT Online" shall be defined as set forth in Exhibit A, Section
Key,
4.01 herein.
1,08.
"Device" means a single personal computer, workstation, terminal,
126.
`SELECT Program Fee" means the fee for SELECT Program
hand held computer, pager, telephone, personal digital assistant,
services as set forth fi'mm time to time in Bentley's sole discretion.
Server, or other electronic device.
1.22
`SELECTserver °° means Bentley's serveo-based licensing
1.09.
"Distribute" means distribution by Bentley through all means now
technology.
known or hercinalter developed.
1.28.
"Serial Number" means a unique number issued by Bentley for
1.M
"Document Set" means, with respect to a Product, one copy of one
identification of a particular copy of a Product, which number shall be
or more user guides developed for use with such Product in electronic
registered to Subscriber and assigned by Subscriber to a particular
format or such other format as elected by Bentley in its sole
copy of such Product.
discretion.
1.29.
"Server" means one of Subscriber's computers that can run a Server
1.11.
"Effective Date" means the date that this Agreement is accepted by
Product.
Bentley as indicated on the first page of this Agreement,
1.30.
"Server Product" means a Product that provides services or
1.12.
"Evaluation Use" means the use of a Bentley Product solely for
functionality to Subscriber's Server(s).
internal evaluation of such Product. Evaluation Use expressly
excludes use in connection with ongoing projects, use for
1.31.
"Service Bureau Use" includes managing, hosting, distributing or
compensation of any kind, and Production Use.
otherwise providing access to Products across a wide area network.
1.13. "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
assigument at Subscriber's place of business or work -site,
1.14. "License Key" means the document famished by Bentley in
electronic or such other format as determined in Bentley's sole
discretion, to Subscriber identifying the Product licensed 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.
SEL002520- 1/0005 6/11
1.32. "Site" means all of the discrete geographic locations at which
Subscriber Uses or manages the operation of Products within the
geographic boundaries of a single Country.
1.33, "Subscriber" shall be defined as set forth on the flont page of this
Agreement, and with respect to Use of Products the tern
"Subscriber" shall refer to: (i) one of Subscriber's full -time, part-
time, or temporary employees; or (h) agency temporary personnel or
an independent contractor engaged in Production Use on assignment
at Subscriber's place of business or work -site.
Page 6 of 12
BENTLEY SELECT PROGRAM AGREEMENT
General Terms and Conditions
Exhibit B
Dated as of January 2010
134.
"Subscription License" shall be deemed as set forth in Exhibit A,
Subscriber has complied with its obligations hereunder. These records
Section 5.02(e)(1) herein,
shall include the location and identification of the Subscriber
hardware on which Subscriber uses each copy of the CALs or
1.35.
"Subscription Licensing" means acquisition of a CAL or licensing
Products. Subscriber shall, upon seven (7) days advance written
of a Product or portfolio of Products as set forth in Section 5.02(e) of
notice by Bentley, permit reasonable inspection and copying of such
Exhibit A of this Agreement
records by Bentley or a third -party auditor retained by Bentley at the
offices of Subscriber during regular working hours.
1.36.
"Technical Support" means telephone, facsimile, Internet and
electronic mail based support to assist a subscriber to the SELECT
3.
Intellectual Property Rights
Program as described in Exhibit A, Section 2.02 of this Agreement.
1.37.
"Time Clocks" means copy - protection mechanisms, or other security
3.01.
Title; Reservation of Rights. Subscriber acknowledges and agrees
devices which may deactivate Products or CALs, including Bentley's
that:
SELECTserven after termination or expiration of the Agreement, any
(a) The Products, including Document Sets for each
applicable License Term or any applicable renewal tern,
is
and any information which Subscriber obtains through the
ugh the
1.38.
"Update" means a maintenance release of a Product.
SELECT Program or the use of SELECT Online or any other
means of electronic transmission, contain proprietary
1.39.
"Upgrade" means a commercial release of a Product which has
information of Bentley, its licensors or other suppliers, and are
substantial added functionality over the Product it is intended to
protected under United States copyright laws, other applicable
replace.
copyright laws, other laws relating to the protection of
intellectual property, and international treaty provisions;
1.40.
"Use" (whether or not capitalized) means utilization of the Product or
(b) The entire right, title and interest in and to the Products, the
CAL by an individual or when a Product has been loaded into
Document Sets, any information Subscriber obtains through the
temporary memory (i.e, RAM) installed into permanent memory
SELECT Program or the use of SELECT Online or any other
(e.g. hard disk, CD -ROM, or other storage device) of a computer,
means of electronic transmission, and all associated intellectual
1.41.
"User" means an individual person.
property rights, shall remain with Bentley or its licensors;
1.42.
"Work" shall be defined as set forth in Exhibit C, Section 1.01
(c) The Products are licensed, not sold, and title to each copy of the
herein.
Products shall remain with Bentley or its licensors, mid shall not
pass to Subscriber; and
1.43.
"Work Product" shall be defined as set forth in Exhibit O, Section
(d) Bentley retains all rights not expressly granted.
1.01 herein.
3.02.
Source Code. Subscriber shall have no right hereunder Co receive,
2.
Payment of Bentley Invoices.
review, use or otherwise have access Co the source code for the
Products.
2.01.
Payment Terms. Subscriber shall pay each Bentley invoice for all
3.03.
Copyright Notices. Subscriber shall reproduce and include on all
CALs, Product licenses and services provided hereunder within thirty
copies of the Products created by Subscriber all copyright notices and
days the date of such invoice. Interest shall accrue on
proprietary legends of Bentley or its licensors as they appear in or on
athe
deli payments of such the the rate and one-half
delinquent pa)
the original media containing the Products supplied by Bentley,
per high st hone
percent (1.5 /o) per month or the highest rate permitted by applicable
law, whichever is less. In the event any payment bereunder is past
3.04.
Reproduction of Document Sets. Subscriber may reproduce the
due, Bentley, at its discretion, may suspend or, after notice of such
Document Sets for its internal, non- cmmnemial use only, but the
overdue payment and a thirty (30) day period to cure, terminate
cumulative number of snob reproduced Document Sets may not
Subscriber's services, rights, and licenses provided under this
exceed the number of Products licensed by Subscribes that
Agreement.
correspond to the Document Sets.
2.01
Taxes. Subscriber shall pay to Bentley all levied taxes that
3.05.
Reverse Engineering. Subscriber may not decode, reverse engineer,
Bentley is required under applicable law to collect from Subscriber by
reverse assemble, reverse compile, or otherwise translate the Products
reason of the transactions contemplated by this Agreement,
including, but not limited to cotes, use, occupation, value added,
or Document Sets except and only b the extent that such activity is
excise, and property taxes (except for taxes based on Bentley's net
expressly permitted by applicable law notwithstanding this limitation.
income). If Subscriber is obligated under an applicable law to
To the extent that Subscriber is expressly permitted by law to
withhold or deduct taxes from any payment of SELECT Program
undertake any of the activities listed in the revious sentence,
Fees to Bentley, Subscriber shall famish to Bentley official receipts
Subscriber will not exercise those rights until it has provided Bentley
evidencing Subscriber's payment of such taxes.
with thirty (30) days prior written notice of its intent Co exercise such
rights,
2.03. Local Price and Currency. Calculation and payment of the SELECT 3.06. Proprietary Information.
Program Pee or any separate price for all CALs, Products and
services hereunder shall be based on the local price and local (a) Subscriber understands sari agrees that Bentley may, in
currency of the Subscriber's Site where such CAL, Product or service connection with the provision of CALs, Products and services
is used, hereunder, disclose to Subscriber confidential, proprietary and
2.04. Records; Audit. Subscriber shall maintain complete and accurate technical information pertaining Co Bentley Products and to
records of CALs and Product licenses prior to the date of this Bentley's teclmology and business practices (collectively
Agreement and its creation and use of the CALs acquired and "Proprietary Information "). Subscriber agrees to treat all
Products licensed hereunder Co permit Bentley Co determine whether
SEL002520 -1 /0005 6/11
Page ] of 12
BENTLEY SELECT PROGRAM AGREEMENT
General Terms and Conditions
Exhibit B
Dated as of January 2010
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 4.03.
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 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 many Proprietary Information that (i) has entered the
public domain other than through a breach of this Agreement,
(u) has been rightfully obtained by Subscriber from a third pmty
with no obligation of confidentiality, or (in) 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.
Limited Warranty; Limitation of Remedies and Liability
4.01. Limited Warranty to Subscriber. Except for Products licensed
under Section 5.02(b), Section 5.02(e) or Section 5.02(d) of Exhibit A
hereof, which are provided to Subscriber "AS -IS" 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 ") Join 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 Document Set 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
rise, 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 front state/jurisdiction to state/jurisdiction.
4.02. Exclusion of Warranties. THE WARRANTIES STA'L'ED IN
SECTION 4.01 ARE BENTLEY'S SOLE AND EXCLUSIVE
WARRANTIES PERTAINING TO THE PRODUCTS, SELECT
SEL002520 -1 /0005 6/11
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.
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 or other
materials in breach of the foregoing warranties, fi) to advise
Subscriber how to achieve the same functionality with the Product as
described in the Document Set through a procedure different firm
that set forth in the Document Set, or (in) 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 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 Subscriber how to operate the
Products so as to achieve the functionality described in the Document
Sets.
4.04. Exclusion of Damages. IN NO EVENT SHALL BENTLEY 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 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 Product's are not fault -
tolemnt 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 envirormrents
requiring faiWafe performance, such as in the operation of nuclear
facilities, aircraft navigation or communication systems, air traffic
control, direct life support machines, or weapons systems, ht 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, acrd are not meant to
be substitutes for Subscriber's independent testing and verification of
stress, safety, utility or other design parmneters.
Page 8 of 12
BENTLEY SELECT PROGRAM AGREEMENT
General Terms and Conditions
Exhibit B
Dated as of January 2010
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 (ii) 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. 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 Berme Convention signatory
country, 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 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.
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- infiinging. If neither of
the foregoing alternatives is available on terns 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 conunenceent
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 die 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 In no event shall Bentley's liability hereunder to
Subscriber exceed the license fees paid by Subscriber for the
allegedly infringing Product. This Section 4.07 sets forth Subscriber's
sole remedy for intellectual property infringement.
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 idly 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
SEL002520 -1 /0005 6/11
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.
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. 52.22749(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 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 (unless Attachment
1 provides for a longer duration of the initial term), and shall
automatically renew for terns 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 panty, 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 care 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 c mditors, 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 terns 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 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 amo nd 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.
Page 9 of 12
BENTLEY SELECT PROGRAM AGREEMENT
General Terms and Conditions
Exhibit B
Dated as of January 2010
8.
Miscellaneous.
International Sale of Goods, as amended, and of the Uniform
Computer Information Transactions Act, as it may have been or
8.01.
Assignment. Subscriber shall not assign this Agreement or delegate
hereafter may be in effect in any jurisdiction, shall not apply to this
its duties hereunder without prior written consent by Bentley. For
Agreement,
purposes of this Agreement, a change in control of Subscriber shall be
considered an assignment for which Bentley's prior written consent is 8.10.
Arbitration. h1 the event of any dispute, controversy or claim
hereby granted provided that the surviving entity fiom such change in
between the parties arising under this Agreement, the parties shall
control must enter into a SELECT Agreement. This Agreement may
submit to binding arbitration before a single arbitrator in Philadelphia,
be assigned by Bentley to any successor in interest to Bentley's
Pennsylvania in accordance with the Commercial Arbitration Rules of
business or to any direct or indirect wbolly -owned subsidiary of
the American Arbitration Association. The decision of the arbitrator
Bentley Systems, hnconporated. Any purported assignment in
shall be final and binding on the parties, and the judgment upon the
violation of this provision shall be void and without effect.
award rendered by the arbitrator shall be enforceable in any court of
competent jurisdiction. Each party shall bear its own attorney's fees,
8.02.
Entire Agreement. This Agreement, together with the Exhibits and
costs, and expenses incurred in such arbitration,
signed Amendments, if any, incorporate the entire agreement of the
parties and supersede and merge all prior oral and written agreements, 8.11.
Independent Contractor. Bentley's relationship with Subscriber For
discussions and understandings between the parties with respect to
all purposes hereunder shall be that of an independent contractor and
the subject mater hereof, The terms and conditions of this Agreement
nothing herein shall be consumed as creating, at any tine, an
and of the applicable Bentley confirmation shall apply to each order
employer and employee relationship between the parties.
accepted or shipped by Bentley hereunder. Any additional or different
terms or conditions appearing on a purchase order issued by M2.
Change of Ownership. Subscriber shall provide Bentley with sixty
Subscriber hereunder, even if Bentley acknowledges such terms and
(60) days advance written notice of any changes in its ownership or
conditions, shall not be binding on the parties unless both parties
location.
expressly agree in a separate writing as provided under Section 8.03
of this Exhibit B. 8.13.
Headings. The headings in this Agreement are intended solely for
convenience of reference and shall not affect the meaning or
8.03.
Amendments. Except as otherwise contemplated herein with respect
interpretation of this Agreement.
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 be 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 Mnieure. 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 rmavoidable 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 6.01 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, 1.1 I, 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 unenforceabitty 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 taw, the parties agree that
the provisions of the United Nations Convention on Contracts for the
SEL002520
-1 /0005 6/11
_ _
Page 10 of 12
BENTLEY SELECT PROGRAM AGREEMENT
Professional Services
Exhibit C
Dated as of January 2010
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,
are 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- conmactors 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 tunes the security and
safety policies of Subscribe. 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 derails of the work, and request
modifications to the scope of so 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 Subscribe 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 sane or a different kind to be
performed by its own personnel or other contractors daring the
term of this Agreement.
1.07. Perpetual License. Upon bill payment for the Work, Bentley shall
gram Subscriber a paid -up, perpetual, royalty-See right and license
SEL002520- 1/0005 6/11
to use the Work Product for Production Use. Bentley retains all
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, including those that Subscriber
considers to be 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, 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
(torn third -party vendors, regardless of whether obtained with the
assistance of Bentley, shall be detemlined 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 tune for any now 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 agreeddo
amount for such navel 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 die 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 and as may be permitted by Section L09 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
Page 11 of 12
BENTLEY SELECT PROGRAM AGREEMENT
Professional Services
Exhibit C
Dated as of January 2010
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.
1,15. Term. This Exhibit C will become effective as of the date of the
frost 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,
SELOO2520-1 /0006 6 /11
Page 12 of 12
25C -20
F2--_P� t go
1 Sustaining Infrastructure
12 August 2013
City of Santa Ana
PURCHASING DIVISION M -16
20 CIVIC CENTER PLAZA RM 429
SANTA ANA CA 92701 -4058
USA
SELECT Agreement: 10362400
Dear Sir /Madam,
Bentley Systems, Incorporated
685 Stockton Drive,
Exton, PA 19341
Tel: 1 800 513 5103
Fax: +1 (610) 458 2779
Business Partner No.:4033297
RE: Reminder for renewal of Bentley SELECT Subscription for your software licenses
All pricing on this quote is based on State Government Contract ( 03- 01- 70- 1198B) (unless otherwise noted). Please reference the State
Government contract #(03- 01- 70- 11986) on your purchase order to ensure acceptance.
Our records show that your current Bentley SELECT Agreement is due for renewal on 30 November 2013. 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 strengtheni
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 40521307 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 October 2013. 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, Dick Franklin 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,
Dick Franklin 1.,
Tel: +1 (610) 458 -5000 Exhibit B
Fax: +1 (813) 412 -8773
E -mail: DICK.FRANKLIN @BENTLEY.COM
25C -21
Bentlev
Sustaining Infrastructure
Date:
12 August 2013
Valid Until:
12 September 2013
Customer ID:
4010965
Ship -to:
City of Santa Ana
Public Works
No.
PO Box 1988
Quantity
SANTA ANA CA 92701 -4058
Total
USA
Tel No: +1 (714) 647 -5691
Fax No:
Renewal Advice
RAS Number: 40521307
Number of Pages: 2/4
Bill -to: City of Santa Ana
Public Works
PO Box 1988
SANTA ANA CA 92701 -4058
USA
Tel No: +1 (714) 647 -5691
Fax No:
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.
Bentley Systems, Incorporated 685 Stockton Drive, Exton, PA 19341
Phone: 1 800 513 5103 Fax: +1 (610) 458 2779
Website: www.bentley.c25C 2:lc @bentley.com
Subscriptions
No.
Part#
Quantity
Unit Pricing
Total
Description
20
1592/ Bentley InRoads SELECT Subscription
4
Gross Value 1,172.80
4,573.92
Subscription Period 01 December 2013 Through 30
Discount /Surcharge -29.32
November2014
Net Price 1,143.48
30
1577/ Bentley InRoads Survey SELECT Sub
2
Gross Value 293.20
571.74
Subscription Period 01 December 2013 Through 30
Discount/Surcharge -7.33
November2014
Net Price 285.87
50
6418/ Bentley WaterGEMS SELECT Subscription
1
Gross Value 5,863.98
5,717.38
Subscription Period 01 December 2013 Through 30
Discount/Surcharge - 146.60
November2014
Net Price 5,717.38
60
1003/ MicroStation SELECT Subscription
38
Gross Value 779.42
28,877.51
Subscription Period 01 December 2013 Through 30
Discount/Surcharge -19.49
November 2014
Net Price 759.93
70
5353/ Bentley CivilStorm SA Portfolio Balancin
1
Gross Value 2,829.22
2,758.49
Subscription Period 01 December 2013 Through 30
Discount/Surcharge -70.73
November 2014
Net Price 2,758.49
80
6403/ Bentley StormCAD Stand Alone Portfolio B
1
Gross Value 657.43
640.99
Subscription Period 01 December 2013 Through 30
Discount /Surcharge -16.44
November 2014
Net Price 640.99
Subscription Sub Total
43,140.03
Total of Immediate Purchase
43,140.03
Grand Total of Quote (over life of contract)
44,188.21
Currency
USD
Bentley Systems, Incorporated 685 Stockton Drive, Exton, PA 19341
Phone: 1 800 513 5103 Fax: +1 (610) 458 2779
Website: www.bentley.c25C 2:lc @bentley.com
r�Sentleyo
Sustaining Infrastructure
Date: 12 August 2013
Valid Until: 12 September 2013
Customer ID: 4010965
Ship -to: City of Santa Ana Bill -to:
PUBLIC WORKS MAINTENANCE
CORPORATE YARD BLDG "A"
220 S Daisy Avenue, M -85
SANTA ANA CA 92703 -4334
USA
Tel No: +1 (714) 647 3378 Tel No:
Fax No: +1 (714) 647 3345 Fax No:
Renewal Advice
RAS Number: 40521307
Number of Pages: 3/4
City of Santa Ana
Public Works
PO Box 1988
SANTA ANA CA 92701 -4058
USA
+1 (714) 647 -5691
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.
Bentley Systems, Incorporated 685 Stockton Drive, Exton, PA 19341
Phone: 1 800 513 5103 Fax: +1 (610) 458 2779
Website: www.bentley.c25 nWjlmac @bentley.com
Subscrintions
No.
P art #
Quantity
Unit Pricing
Total
Description
10
1919/ promis.e Prof. Stand Alone SELECT Sub
1
Gross Value 1,075.06
1,048.18
Subscription Period 01 December 2013 Through 30
Discount/Surcharge -26.88
November2014
Net Price 1,048.18
Subscription Sub Total
1,048.18
Total of Immediate Purchase
1,048.18
Grand Total of Quote (over life of contract)
44,188.21
Currency
USD
Bentley Systems, Incorporated 685 Stockton Drive, Exton, PA 19341
Phone: 1 800 513 5103 Fax: +1 (610) 458 2779
Website: www.bentley.c25 nWjlmac @bentley.com
■. :ri Sastaloing Infrastructure
�Sentley
Export Control:
Renewal Advice
RAS Number: 40521307
Number of Pages: 4/4
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.doe.gov
** 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 45 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 Signature)
(Subscriber's Name)
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
❑ Purchase Order is not required. We will accept
Bentley's invoice on the basis of this signed quote.
(Title) (Subscriber's Signature)
(Date) (Date)
Bentley Contact:
Name: Dick Franklin
Tel: +1 (610) 458 -5000
Fax: +1 (813) 412 -8773
Bentley Systems, Incorporated 685 Stockton Drive, Exton, PA 19341
Phone: 1 800 513 5103 Fax: +1 (610) 458 2779
Website: www.bentley.c2 5 my�j�: jhac @bentley.com