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HomeMy WebLinkAboutBENTLEY SYSTEMS, INC. - 2013INSURANCE NOT REQUIRED WORK MAY PROCEED CLERK OF COUNCIL nATC Z -3-(4 CW2023388 CITYOFSANTAANA ,gutty» AMENDMENTNO. I TO fib' SWainino lnWoruamro SELECT PROoRAM AGREEMENT Amendment No.1 to Bentley SEIXCT Program Agreement (CLA No, 10362400) 1r This Amenchnent No. 1 ( "Amendment ") is made this day of January, 2014, by and between Bentley Systems, Incorporated, a Delaware corporation with its principal office and place of business at 685 Stockton Drive, Exton, Pennsylvania 19341 ( "Bentley "), and City of Santa Ana, a California municipal corporation with principal offices at 20 Civic Center Plaza, Santa Ana, California 92701 ( "Subscriber "). WHEREAS, Bentley and Subscriber are parties to that certain Bentley SELECT Program Agreement with an execution date neat to or oven with the date hereof (the "Agreement "), and desire to amend the Agreement on the terms stated in this Amendment; NOW THEREFORE, the parties, intending to be legally bound, hereby mutually agree as follows: 1. Continuity of Definitions, Unless defined in this Amendment, any capitalized tern herein has the meaning stated in the Agreemcut. 2, Effective Date. Section 1.11 of Exhibit B to the Agreement is deleted in its entirety and replaced with the following: 1.11, ")affective Date" means December 2,2013," 3, Payment Terms. Section 201 of Exhibit B to the Agreement is amended by deleting the first sentence thereof and replacing It with the following: "Subscriber shall pay each Bentley invoice for all CALs, Product licenses and services provided hereunder within forty -five (45) days from the date of such invoice," 4, Proprietary Information. Section 3.06(c) of Exhibit B to the Agreement is amended by adding after the last sentence thereof the following: "Notwithstanding tho foregoing restrictions, Subscriber and its persomiel may use and disclose any information to the extent required by the Freedom of Information Act, the California Public Records Act, an order of a court of competent jurisdiction, or as necessary to protect its interest in this Agreement, but in each case only after Bentley has been so notified and has had the opportunity, if possible, to obtain reasonable protection for such information in connection with such disclosure." City of Santa Ana Amendment No. 1 Page 1 of 3 The igforinanon contained in this Amendment is proprietary ofBentley,�usteinq, fncorporated, and is not to be disclosed to any third party withoutBeniley's express prior written consent. + f CW2023388 CITY OF SANTA ANA AMENUMENTNo. I TO SELECT PROmLkm AGREEMENT ntL$ ......� suelslsln9 lnfodmmrn 5. Limited Warranty to Subscriber. Section 4,01 of Exhibit B to the Agreement is amended by inserting at line thirteen (13) thereof, between the first and second sentences thereof, the following: "Bentley also warrants for the benefit of Subscriber only (i) that Bentley has the right to license Products to Subscriber tinder the terms and conditions stated in the applicable license agreements, and (ii) that Products licensed to Subscriber do not infringe any third- party's copyright, provided Subscriber uses the Products in accord with the applicable license agreements and Document Sets. Subscriber's sole and exclusive remedy for any breach of the limited warranties stated in the immediately preceding sentence is stated in Section 4,07 of Exhibit B to the Agreement, bearing the heading "Indemnification by Bentley"." 6. Terns. Section 7.01 of Exhibit B to the Agreement is deleted in its entirety and replaced with the following: "7.01. Term. This Agreement and Subscriber's SELECT Program subscription shall become effective on December 2, 2013, and shall continue for an initial term of twelve months (the "Initial Term "). Upon expiration of the Initial Term, Subscriber shall have the option, exercisable by the City Manager for the City of Santa Ana, to renew this Agreement and Subscriber's SELECT Program subscription for tip to two (2) additional one -year periods. Subscriber shall exercise its option by providing to Bentley written notice of Subscriber's intent to ronew no less than thirty (30) days prior to expiration of the Initial Term or then - current renewal term. Upon receipt of such notice, Bentley may in its sole discretion without penalty agree or refuse to renew." 7. Force Majeure. Section 8.05 of Exhibit B to the Agreement is deleted in its entirety and replaced with the following: "8,05. Force Majeure. Neither party shall be liable for failure to fulfill the teens of this Agreement due to causes which are unavoidable and beyond its control, including without limitation war, strike, labor di3trrrballces, fire, flood, acts of terrorism, and acts of God," 8, Governing Law. Section 8.09 of Exhibit B to the Agreement is amended by deleting the phrase "Commonwealth of Pennsylvania" and replacing it with the phrase "State of California." 9, Dispute Resolution. Section 8,10 of Exhibit B to the Agreement is deleted in its entirety and replaced with the following: '8.10, Forma. Any dispute arising under or in connection with the Agreement or related to any matter which is the subject of the Agreement shall be subject to the exclusive jurisdiction of the federal courts located in Orange County, California." 10. Confidentiality. This Amendment and all terms and conditions set forth herein are Bentley Proprietary Information, as set forth in Section 3.06 of Exhibit B to the Agreement, and shall be held in strict confidence. City of Santa Ana Page 2 of 3 Amendment No. 1 The information contained in this Amendment is proprietmry afBentley Vsterrrs, Incorporated, and is not to be disclosed to any drird party without Bentley's eapeess prior ivriiten consent. CW2023388 CITY OF SANTA ANA AMENDMENTNO. 1 TO SELECT PROGRAM AGREEMENT nt(y. '. SusmPoing lnRasuucaun 11. Legal Effect. The modifications set forth in this Amendment are effective as of the Effective Date. Except as expressly amended or modified by the terms of this Amendment, all other terms of the Agreement shall remain unchanged and in frill force and effect. In the event of a conflict between the terns of the Agreement and the terms of this Amendment, the terms of this Amendment shall control. 12. Headings. The headings used in this Amendment are for convenience of reference only and shall not be used to define the meaning of any provision. IN WITNESS WHEREOF, the patties represent and warrant that this Amendment is executed by duly authorized representatives of each party as set forth below. BENTLEYSYS'fEMS,1NC0$PORATED By: �t wrrt Name: •,i �e �w Title: V.1p ircrr<tc i CITY OF SANTA ANA By: _ DAVID CAVAZOS City Manager Date: t — 3©— t q Date: 0,13 t "i ATTE,/STT: Alt —tea. MARIA D. RUILAK Clerk of the Council City of Santa Ana Amendment No. t APPROVED AS TO FORM By: Laura Sheedy —� Assistant City Attorney REC ENDE=ROV AL: WIN "WILL ALVEZ,FE. Interim Executive ireetor Public Wor s Agency eaM,vl ackioti 0Z•2•("5 a.,„yi Page 3 of 3 The hlforlarruial contained in this Amendment is prvpriettty af'Bendcy Syrsteins, Incorporated, and is not to be diseioseri to m y tltirrl parr , without Bentley's erjlress prior• rvr•itten consent. EirNwruY SYSTEMS, INCORPORATED t ev tipU SELECTPROGRAMAGREEMENT Bentley SELECT' NORTH AMERICA Bentley SELECT Agreement CLA Number 10362400 'this SELEC 1' Program Agreement (together with all exhibits mid attachments hereto min effect from time to time, the "elgrecment ") is made as of the ERective Date by and between Bentley Systems, Incorporated, a Delaware corporation with its principal office and place of business at 683 Stockton Drive, Extort, 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 SELECTO Program ( "SELECT Program ") to acquire licensing privileges and services offered Gum time to time under the SELI.tCT Program, all as more rally described in the lettered exhibits enriched 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 try 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 arc incorporated herein and trade a pat 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 efect at the time the products or services are licensed or provided. Upon any renewal or this Agreement, the updated, amended or supplemented cxhibits 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 (late of such renewal. Notwithstanding the foregoing unless Bentley and Subscriber agree otherwise by a writing duly executed by authorized representatives of the parties, no maendmcnt or supplement to the exhibits to this Agreement after any perpetual license purchase shall limit or impair fire rights ol'Subseriber 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 barrels, see Section I 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 hem set forth in 5eeton S of Exhibit A m this Agreement, and all Product licenses hereunder are subject to the termination provisions applicable to such licenses in Section S 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 maside 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 fire foregoing prohibited categories, then please contact Bentley about other programs that ore better suited for your business. BY SIGNING BELOW, SUBSCRIBER ACKNOWLEDGES THAT, THROUGH 175 AUTHORIZED REPRESENTATIVES, IT HAS READ AND UNDERSTANDS THIS AGREEMENT (INCLUDING ALL ATTACHED EXH[Bn'S), AGREES TO BE BOUND BY THE TERMS AND CONDI'T'IONS 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 W11.1. BE RETURNED TO SUBSCRIBER AFTER THIS AGREEMENT IS APPROVED AND ACCEP'T'ED BY BENTLEY. SUBSCRIBER City of Santa Ana Cmnpany Naa � /� Signature David Cavazos Printed Name City Manager 'rate mmercer@sante- ana.org I<mail Address Address; 20 Civic Center Plaza Santa Ana, CA 92702 Telephone: Date Signed;.____ SEt002520d(0a0e 6111 . /'% Laud `yt.;I S.txitvt "lSSISM111 City AII61wv BENTLEY SYSTEMS, INCORPORATED Signal —� nj jZuk •, tJf'A,� 4 Printed Name Title 689 Stockton Drive fistsm, Pennsylvania ( 9341 Telephone: 616 -053 -S000 Date Signed: ii t.. A,_b/tr( -7 2.00f B NTLEY SELECT PRGGmm AGREEMENT SELECT Program Benefits Exhibit A Dated as ol'January 2010 General. Subscriber agrees to pumbase SELECT Program coverage for all Bentley Products licensed and CAIs acquired by Subscriber. Bentley shall provide SELECT Program services to Subscriber for all Bentley Products lieensni by Subscriber, subject to the provisions- or this Agreement. Subscriber may complete and submit to Bentley a supplemental form retbrenced by Bentley as Attachment I (" Aftachment I "), and if completed Attachment I shall be incorporated into this Agreement, provided that (except with respect to the duration of ilia initial tern ardor Agreement) in the event of any inconsistency betscen this Agreement and Attachment 1, this Agreement stall control with respect to Subscriber's SELECT Program subscription. Any additional Bentley Products licensed by Subscriber during the toot of this Agreement shall be added automatically in Subscriber's SELECT Program coverage hereunder and the additional SELECT Program Pees will be included in Subscriber's periodic invoices for SELECT' Program services. 2. SELECT Support Services platform for ran equivalent license for such Product on another platform (a "Platform Exchange"). 3,02. Such Upgrade, Update, or Platform Exchunge may be in do mloadable electronic form, or any other means as Bentley may choosy from time to time in its sole disoreion. 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, Ululate, or Platform Exchange directly to Bentley. 3.04, if Subscriber receives an Upgrade and was 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 Plalforn Exchange. 2.01. Bentley may provide SELEC'['support services to Subscriber either directly or, at its discretion, through nu0roriard Bentley Channel Pannem. A Channel l'acer'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. employedeniployee relationship between Bentley and Its Channel Partners. 2112. Bentley shat] provide Technical Support services to Subscriber, which includes telephone, ihcsimilc, electranie mail, and Internet based support to assist Subscribers regarding the use of Bentley Products, CALS and services (however, not to include professional services or professionrd training services) and reasonable efforts to respond to technical inquiries within lour hours during regular business hours. The telephone portion of Technical Support services will he available seven days a week, 24 hours per day, provided that alter nomml business hours lit a Subscriber's regional support location, Subscriber may be required to Contact another Bentley support carter. 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, prop-din, or device to a Product not approved or supplied by Bentley; (b) any nonconformance caused by accident, Crmispormtion, neglect, misuse, alteration, madiliealion, or enhancement of a Product; (e) fsilum to provide a suitable insmllation environment; (d) use of the Prmluct other than as described in its Ducmnent Set or as authorized under this Agreement; or (c) failure to incorponde any Update previously released by Bentley. Bentley shall other SELECT support services for a given version of a Product, for at least twelve months, or until Iwo Upgrades leave been released by Bentley, whichevcr occurs first. 2.04. If Subscribe experiences a production - stopping anomaly, Bentley will use good fadh efforts to cleale on appropriate solution and deliver it electronically, or through such other mcans as Bentley lady choose in its sole discrelion. 3. Upgrades, Updates, slid Platform Exchanges 3.01. Subscriber shall have the right to receive, at no additional charge (other than shipping slid handling, if applicable), Upgrades and Updates for each Product covered by the SELEC3' Progrom as such Upgrades and Updates become mailable. Subscriber shall also have the right to exchange, at no additional charge (other thin Shipping and handling, if applicable), a license for a Product (other than a Subscription License) covered by the SELECT Poignant on one SELQ02sm- 11edn5 6111 SELECT Onthm- Subscriber, shall receh,c access to SELECT Online as W forth below and In more detail in the applicable online agreement found at www.bentiey.com (ilia "Online Agreement"): Bentley may, from time to time, offer certain services, including, but not limited lo, training services, to its SELECT subscribers on a computer online service, electronic bulletin hoard, Internet site or trough technology developed in the future ( "SELECT Online "). Subscrihcr 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 cardition precedent to use of SELECT Online, The Online Agreement supplements this Agreement but does not supersede it in any res u c4 In the event of it conflict between the Online Agreement and this Agreement, the terms of this Agreement shall control. 4.01 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 ilia information provided through SELECT Online, discontinue any portion of SELECT Online, or terminate the SELECT Online service altogether without providing Subscriber any prior notice. 4.03. Absent a smitten agreement with Bentley to the contrary, Subscriber's use of SELECT Oidine aronslitutes Subscriber agreement to be bound by the teats of the Online Agreement. S. Product Licensing SAM General. (a) Existing Licenses. Bentley and Subscriber agree that die terms of this Agreement shall ancnd and supplement all license agreements existing as of the Effective Date for Products (including prior vemdons thereorl. In the event or a conflict between tike terms of any license agreements existing as of the Effective Date for Products and the terns of this Agreement, the tears of this Agmement shall control until termination of this Agreement, whereupon, with respect m any perpetually licensed Products, the terns of lire license agreement provided with the Product upon its delivery to Subscriber shall govern Subscriber's use orally such Product. (b) Future Licenses. In the event that Subscriber acquires or licenses a copy of a Product, Subscriber's use of such Product Shull be governed by the terms of Ilia 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, us Subscriber using pooled licensing hereby agrees to install and amended or supplemented by the terms of this Agreement in implement Bentley's SELECTserver or such other Bentley effoet at the time of such purchase. Subscriber hereby agrees licensing technology as may be required by Bentley from time that its dmsulondhlg or age of any Products delivered [o it shall to [fine to monitor usage. Subscriber agrees and acknowledges constitute Subscribers uecephnlce of the license agreement that Bentley's SELECTserver will from time to time transmit to terms provided with the Product upon its delivery to Subscriber. Bentley the usago log film generated by SELECTserver or such If Subscriber Becomes additional Copies of it PrOd id, that IS Other Bentley licensing technology. Subscriber agrees to allow already licensed by Subscriber, such additional licenses may he the above transmission to Bentley or otherwise to transmit to aulhorizcd through delivery of it now License Key and without Bentley true and accurate copies of such usage log tiles. For deliver), or download of any additional Product. In such purposes ofdarity, the right to pool licenses offreduc[s granted instances, Subscriber agrees that the license agreement terms an Subscriber pursuant to this Section 5,02(x) 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 time event of a conflict Agreement, iotwitbslanding dot the subject Products may be between the terms of the license agreemonl provided with a licensed on a perpetual basis. The pooled licensing benefits set Product upon its delivery to Subscriber and the using of this forth fn this Section $A2(m) of Exhibit A are not applicable to Agreement in effect at the time such Product is purchased, the Server Products, Client Softwareandas a coned CALs. terms of this Agreement in effect at [Ire time such Product is purchased shall control for time term of this Agreement. (b) No- Charge Licenses. However, whh respect to any perpetually licensed Product, upon may termination of this Agreement the terms and (1) [to Product is designated as eligible on SELECT Online, conditions of the license agreement provided with the Product Subscriber is hereby entitled on a nun- 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 tones of this Agreement, to creme Production Use copies, for use only by Subscriber, of certain Products (c) No Trmsfcrs. Subject to Section 8.01 of Exhibit B, Subscriber made ovoilablo by Bentley from time to time unit which shall not sell, tmngfcr, assign, grout it seaaily interest in, are designated by Bentley as no- charge software. sublicense, loan, lease or rent any 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 Products tiles; provided all software and related documcnlatimt and media provided that Subscriber procures each such third party's covered by such license are transferred to the transferee end agreement not to fonher redistribute such Products. Unless user and the Subscriber does not rehhin any copies thereof, and Bentley specifically audiorizes otherwise in writing, such provided author that Ilse Imminence end user agrees in writing tree licenses granted or redistributed hereunder will expire with Bentley to cover all of its CALs and licensed Products upon lennination of this Agreement. under [he SELECT Program and he bound by the temps of the license agrwnont dmen fn effect for such CAL or Product. (2) For welt of Subscriber's licenses of a Product designated by Bentley ns eligible on SELECT Online, Subscriber may (d) No Commercial Hosting. Products arc 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 tennis of Section 5.02(f) hosting services or as the basis for tee or transaction based of Exhibit A, be an External User) of that designated services. Product to install and Ilse Client SOftwam to access any Property licensed Server Products, for Production Use, and 5.02. Licensing Programs, Unless otherwise specifically set forth herein, in accordance with Section 5.02(f) of Exhibit A. Such Bentley Products am licensed on it Per Device basis as se[ fonh in the CALs grained hereunder will expire upon termination of applicable end user license that ships with the Bentley Product. The (his Agreement. following licensing programs are not available for all Products; please check SELECT Online to ace which Products are eligible for the (c) Flame 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 pmgmm). 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 fallowing programs. Bentley reserves the right to administrator, and permit Subscriber's employees to use, discontinue any of its licensing programs at anv time, without notice without charge, home use editions of certain Products (for to Subscriber. However, until renewal or femnina[ion of this %which such editions are available, as designated on SELECT Agreement, such termination ormty licensing prolemnlshall not aaeet Online) in accordance with the terms set forth in the license the licenses for Products previously granted pursuant to such agreement provided with such home use edition ore Product, as terminated licensing pragratn. Por purposes or clarity, all licenses amended gird supplemented by This Agreement, liosleic[ions on previously granted pursuant to a terminated licensing progrmo shall home use licenses include the following: hone use licenses are terminate upon the renewal ortertuousion ofilds Agreement. not remmihed to be used for Production Use or oily commercial use, including training; home use licenses are not for use in (a) Pooled Licensing. If at Product is designated as eligible on Subscriber's onices; home use licenses may not be slowed on SELECT Online, then Bentley hereby grants to Subscriber a any electronic medin; home use, licenses must be permitted in limited non- tmnsfcmble non - exclusive tight to use such Product Subscriber's jurisdiction. The total number ofhome use editions for Production Ilse only on multi -user computer networks, mid available to Subscriber's employees may not exceed the number to instill a licensed Product tun muse Wart one computer Or hand Of SUI)SCtiber'S ProdUd HCCIMS la WIdCh file tone line OdWOris disk, provided that all users under this urmhgenient am m the reline.. Nome use editions of Products are ineligible for same Site and the number of users that Use a Product during Technical Support even if Subscribe has purchased SELECT tiny one interval does net exceed the number of copies of such Program services. Subscriber shall not he responsible lot Product for winch Subscriber has licenses at such Site. Any ensuring compliance by its employees with the Bentley home SEL0a2520410005 6/11 Page 3 of 12 BENnLY SELECT PROGRAM AGREE'MEN`C SELECT Program Benefits Exhibit A Dated as oFJanuary 2010 use license, nor shall Subscriber be liable tar any breaches of SELECT Program services that the same CALE, or such license by its cmpfayees. Such home use licenses granted Products under a perpetual license would entitle hereunder will expire upon termination of this Agreement. Subscriber to receive, (d) Evaluation of Products, Its Product is designated as eligible (5) Subscriber recognizes that the CALs, Products and on SELECT Online, Bentley hereby gams to Subscriber, Portfolios acquired or licensed trader 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 non- Imnsfernllc torn- exclusive applicable Licalse'fenn ornmy, renewal tern. in no event right to create, using SELECT Online (following the registration wil I a Subscription License continue beyond the expiration requirements set forth ml SELECT Online), one (1) copy per or earlier termination or the SELECT Agreement under Site of each Product contained on SELECT Online solely for which it Is grunted Subscriber recognizes that CAL Evaluation Use of such Product, provided that Subscriber shall Subscriptions, Product Subscriptions mid Portfolio have no right to create evaluation copies of Products previously Subscriptions may be delivered to Subscriber with licmtsed by Subscriber. The duration of use of an evaluation cialudded Time 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 mid releases Bentley from any and all claims, time out or expire after thirty (30) days. Upon the earlier of the however characterized, arising tkom or related to Time conclusion of such (30) day evaluation period or the termination Clocks or their operation, Subscriber may not remove or al' this Agreement, Subscriber shall destroy all copies of evade 'time Clocks. Products created for evaluation hereunder and, upon request by Bentley, cerlily$rich deshuction in writing. (6) In the event of any inconsistency between this Section 5.02(e) of Exhibit A and any other Section or Exhibit of (c) Subscription Licensing. this Agreement, or between this Section 5,02(e) of Exhibit A and the terms and condf erne; 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 spe:iticd 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 to license rights in a single Product (a "Product Subseription T or a specified portfolio of (1) Client Separate Benefits. "Client Access License" or "CAL' Products (a"Partfolfo Subscription ") far Production Use, is it license right to install land use Client Seamus and permit in Object Code fact and within the Country.. Each User to access Server Products licensed by Subscriber, If Client Portfolio Subscription is licensed far 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 tool number of CALs licensed by individual Product chimeras, if any, may not be separated Subscriber, for Production Use only: (1) inshdl and use Client for use on more than one computer. 't'o be eligible to So&wnre; (2) permit Users, including External Users, to access participate, Subscriber must he current on all outstanding Server Products licensed by Subscriber, ad (3) access Server invoices for unauuts mead to Bentley, Products licensed by tin 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 Lasers, which number shall include Existing Users, recorded in Subscription shall commence upon Subscriber's receipt of the usage log tiles transmitted pursuant to this Section 5.02(t), lbe License Key and, unless earlier terminated, shall during the tern of this Agreement The parties acknowledge continue for the remaining current Tema of file Agreement and agree that an External User may be permitted to access or such shorter tern pmt less than one (1) month) as Stever Products licensed by Subscriber using CAL owned by Subscriber may elect at the time 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 'Lerm (and each successive term) log files generated by Server Products or such other Bentley shall outanuaieadly renew at its expiration fora successive licensing technology as may be required by Bentley from time term equal to file then remaining term of the Agreement, to lime, and information identifying any External User that has or such shorter term pat less than one month) as a accessed Server Predicts licensed by Subscriber. Upon Subscriber may elect at tire time of such renewed, 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 One Client Software and the License Tema at least thirty (30) days prior to [lie CAL Shull thereafter govern file Else ofsuch Client Saftoorc and expiration of the then current Tenn. The License 'term for the associated CAL, and Subscriber shall . no longer be entitled it particular Product Subscription or Portlolio Subscription to file Client Soneure Benefits as act foal in this Section. shall terminate upon termination of the Agreement or fn the event of non - renewal at the end of the then current (g) SELECTserver. Subscriber may, upon Molloy's approval, mud License Term as provided in the precediugsenlence, at no charge, receive a Subscription Licenso for Bentley's SELEM'server 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). Tine terms of u CAL, Product Subscription or Portfolio Subscripainn is Subscriber's use of tae SELECTserver Product shall be as set initiated or renewed hereunder shall remain in cabd for fault in the license agrucment provided with the SELECTserver such CAL., Product or Portfolio Subscription until the Produce, as such forms are amended or supplemented in this expiration or rmr oviA date of tine License Tenn for %,tell Agreement. Subscriber acknowledges that SELECrserver (or CAL, Product or Portfolio Subscription. On the renewal such other server -based license management technology that date, the prices in effect oil such date shall be applicable, Bentley may aria) any be delivered to Subscriber with embedded Time Clocks. Subscriber agrees that Time Clocks are (41 During the license 'Perm, and tiny renewal term, all not considered a defect of the Product and relcoscs Bentley from Subscription Licaiscs for CALs, Product Subscriptions any and all claims, bmwvar characterized, arising tram or and Portfolio Subscriptions shall entitle Subscriber to all related to Tillie Chocks or their operation. Subscriber may, not SEL002520- 1111005 Gill Page 4 of 12 BENTLEY SELECT PROGMAM AGREUNENT SELECT Program Benefits Exhibit A Dated as of January 2010 remove or evade Timc Clocks. Subscriber agrees and acknowledges that Bentley's SELEC7kerver will front time to time hansnrit to Beaticy the usago log files generated by SILECTserver 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. C SELECT Prilgrnu Eces 6.01. Subscriber shall pay to Bentley the applicable SELECT program Fee in dfeel for each Product licensed or CAI, acquired as of the Effective Date of this Agreement. Subscriber shall pay to Bentley the applicable SELECT Program ree in effect for each additional Product licensed or CAI, required during the term hereof as or the dale such additional Product license or CAL is purchased With respect to the Products licensed or CAI v acquired by Subscriber during the tens of (he Agmen cni the fees in place as of lire Effective Date, or, with respect to additional Products licensed or CALs acquired, as or the Ante of such pumhasc, shall ne la in effect for the Subscriber until file (into of the nest renewal of this Agreemem, at which time (he fees shall be changed to those charged by Bentley as of such renewal date, provided that no changes in fees for Products or CA IS covered shall be effective until thirty (30) days tiller Subscriber receives notice of such changes. Suhacriptimn License Ices as set forth in Section 5.02(c) of this Exhibit A are inclusive or SELECT' Program coverage and no additional rees for SELECT' Program coverage shall apply fee Products licensed or CALs acquired under a Subscription License. 6,02. Bentley shall initially invoice Subscriber for one ( I ) year of SELECT Program Fees for all Product licenses and CALs as of (he Eflccave Date of this Agreement. Bentley shall provide Subscriber with a pro- rated annual invoice for all Product licenses and CALs purchased during the first year following the E-tTcctive Date or'this AgroemenL As of the first anniversary or the Effective Date of this Agreement, invoices for SELECT Program Feel for Product licenses and CALs shall be issued quarterly or annually. Invoices renecaus new Product licenses or CALs will include a prorated ameunl re8ec(ing coverage of the Product or CAL under the SELECT Program during the preceding invoice period plus (he full amount for the current invoice perod. Bentley may modify the (hiring of invoicing hereunder at may time. 6.03. Calculation and paymem of (he SELEM' Program Pee hereunder shall be baserl on the local price and local currency of the Subscriber's Site where the related Products or CAI..a am used, SEL002520- 110005 6111 page Safl2 BENTLEY SELECT I'id(7MAM AGREEMENT General Terms and Conditions Exhibit B Dated as of January 2010 t. Iielinitioux. 1.16. "Object Code" means rite Products in a machine readable dorm that 'ITte capludizert tvnrds, terms and phrases in this Agmcntent shall is not convenient to human understanding of the program logic, and have the meanings set forth below that eat be executed by u computer using the appropriate operating system vvithout compilation or interpretation, Object Code 1.01. " Agreement" meals the SELECT' Program Agreement executed by specifically excludes source code. Bentley and the Subscriber and all exhibits, aturehments and 1.17. "Online Agrecumat" shalt be defined its set forth in Exhibit A, amendments as in effect trait nine to time. Section 'l herein, 1.02. "Bentley Products" or "Products" mean the solhvwm products, data and other materials, previously or hereafter distribmed by Bentley LB. through delivery mechanisms determined in Bentley's sole discretion (including but not limited to distribution via SELECT Online through dovvnloorl or by entering through CD tonnin that Bentley makes 1.19. available to Subscriber typically in Object Code farm only, for licensing hereunder, including Updates slid Upgrades rhereto. 110. 1.03. "CAL' shall be defined as set forth in Exhibit A, Section 5A2(o herein. 1.21, 1.04. "Channel Partner" or "Bentley Channel Partner° means individuals and companies who are authorized by Bentley to provide 112. SE6ECr support services as set forth in Exhibit A, Section 2. 1.03. "Client Sofmore" means sotinmre that allows a Device to access or 1.21 utili:c (Or where applicable, be managed by) Server Products (and, also where applicable, to ulilfzc ccrtaf l aspects of file Products wimn disconnected from the Server). L06. "Country" mans the country: (i) where the Product is first obtained from Bentley or a Channel Irartnen or (if) specified In the purchase 114. order for wdlich a Production Use copy of the Product may, be made or the Product is authorized to be used. 1.07. "Beinflib t of Ilse" shall have the awning set fbal, in each License 1.25. Key, 1.08. "Device" means a single personal compiler, workstation, lenminol, hand held computer, pager, telephone, personal digital assistant, Server, or other electronic device. 1.09. "Distribute" memrs distribution by Bentley through all moans now known or hereinafter developed. 1.10. "Document Set" rucano, with respect to a Product, one copy of (aa err Hare user guides developed for use with such Produce in electronic foulard or such other format as elected by Bentley Ill its sole discretion. 1.26. 1.27. "Order" shall be defined as set forth in Exhibit C, Section 1.01 herein. "`Pre - Existing World" shall be defined as set forth in Exhibit C, Section I A hemiu "Plotf rm Exchange" shall be defined as set forth in Exhibit A, Section 3.01 herein. "1"ortfnlio Subscription" shall be defined as set forth in Exhibit A, Section 5A2(e)(1) herein, "Product Subscriptiou" shall be defined as set forth in Exhibit A, Section SA2(o)(1) heroin. "Production 11.90" locals use of a Bentley Product hr Object Code form by a User or Device, as applicable, solely for Subscriber's internal production purposes, and excludes External Users (except with respect to use orCALs and access of Server Products pursuant to Exhibit A, Section 5,02(0 herein) and Service Braman Use. "Proprietary Information" shall be defined as set forth in Exhibit B, Section 3.06(a) herein. "SELECT Dollar- shall be donned as set forth in Exhibit A, Section 4.01 herein. "SELECT Program Pee" means the fee for SELECT Program services as sal forth tiara time to time in Bentley's sole discretion. 'BELECrialiTcr" means Bentley's saner -based licensing technology. 1.25. "Serini Number" means it unique number issued by Bentley for identification Ora particular copy 01'0 Product, which number shall be registered to Subscriber told assigned by Subscriber to a particular copy of such Product. 1.2'1. 1.11. "Effective Date" means the dale that this Agreement is accepted by Denlloyis indicated onthe first page or this AgmenretiL 1,30, 112. "Evaluation Use" mcnns the use of a Bentley Product solely t'or iutemal evaluation of such Product. Evaluation Use expressly excludes use fl connection width ongoing projects, Ilse for 1311 compensation orally kind, and Production Use. 1.13. "External User" means any User (not an organization) who is flat: (i) one or Subscriber's full-time, parRari or temporary employees; or (ii) agency temporary personnel or an independent contractor on assigrvnet m Subscriber's phoce ofhusiness onumrk -site 1.14. "License Key" meats the document furnishers try Bentley f l electronic or inch other format as determined in Bentley's sole discretion, m Subscriber identifying the Product licensed and authorizing use Of a Product. 1.15. "rAccase 'Perm" shall be defined as set tonal in Exhibit A, Section 5.02(0)(2) herein. SELD02520-110005 6 /11 1,32. "Server" mcnns one of Subscriber's computers that can rut a Server Product. "Server Product" means a Product that provides services or functionality to Subscriber's Smalls). "Service Burean Use" includes managing, hosting distributing or otherwise providingaccess for Products across a vvide area network. "Site" means all of the discrete geographic locations at which Subscriber Uses or manages the operation of Products within the geographic 6oundmies ol'n single Country. 1.33. "Subscriber"' shall be ildbied as set total on the front pope of this Agreement, and with respect to Use of Predicts the tens " Subscriber" shall refer to: (i) one of Subscriber's full -time, pan, time, or tempoury employees, or (ii) agency temporary personnel or an independent contractor engaged in Production Use on assignment at Subscriber's place of businoss or work -site, Page 6 of 12 BLNTLE,Y SELECT PROGRAM AGRPEMENT General Ternis and Conditions Exhibit S Dated as of January 2010 1.34. "Subsrrdpteu License" shall be defined as set forth in Exhibit A, Subscriber has complied with its obligations hereunder. 'those records Section 5.02(c)(1) herein. shall include the location and identification of the Subscriber hardware on which Subscriber uses each copy of the CALs or 135. "Subscription I.leenshag " means acquisition of u CAL or licensing Products. Subscriber shall, upon seven (7) days advance written of a Product or portfolio of Products as set lamb in Section 5.02(e) of notice by Bentley, permit rcasanable inspection and copying of such Exhibit A of this Agreement. records by Bentley or a third -party auditor retained by Bentley at the offices orSubseriber daring regular working hours. 1.36. "Technical Support" nicas telephone, forei ode, Internet and electronic mail based support to assist a subscriber to the SELECT 3. Intellectual Property Rights Program as described in 13xhibit A, Section 2.02 of ilus Agrccnwnt. 137. 'Tint: Clacks" means copy - protection mechanisms, or other security 3101 devices which may, deactivate products or CALs, including Batley's SELECfsciNcr, after termination or expiration of the Agreement, any applicable License Tema or any applicable renewal tart. 1.35. " Update" aneans a maintenance release of it Product. 1.39. "Upgrade' Joanna a conlrnemial release of 0 Product which has substantial ridded functionality aver ere Product it is intended to replace. 1.40. "lice" (whether or mat eapimlizcd) means utilizatier of time Producl or CAL, by an individual or when a Product has heart funded into temporary memory (i.c- RAM) or installed into pcnnamon. memory (e.g, hard disk. CD -ROM, or other storage device) of a computer. 1.41. " User °means an individual person.. 1.42. "Worle shall he defined as set faith in Exhibit C, Section 1.01 herein. I43. -'Work Product' shall be defined as set forth in Exhibit C, Section 1 01 herein. 2. former or Walley inratees, 2.01. Payment Perms, Subscriber shall pay each Bentley invoice for nil CALS, Product licenses and services provided hereunder within thirty (30) days font the dale of such invoice. Interest shall statute all delinquent payments of' quell invoices at the rte or one and one -half perat (15%) per mend, or die highest role pennited by applicable lane, uirichever is less, ht the event any payment hereunder is past due, Bentley, tit its discretion, tray suspend or, alter notice of such overdue payment and a thirty (30) day period to erne, terminate Subscriber's' services, rights, and licenses provided under this Agmenrmu. 2.07. Taxes- Subscriber shall pay to Bentley all levied taxes that Bentley is required tinder applicable lave to collect from Subscriber by reason of the transactions contemplated by this Agrecnwnt, Including, but not limited to sales, use, Occupmhro, value added, excise, and property taxes (except for texts based on Bentley's net became). If Subseiber is obligated under an applicable law to withhold or deduct loxes (torn tiny payment of SELECT Program Fees to Bentley, Subscriber shall 1br(sh to Bentley official receipts evidencing Subscriber's payment of such taxes. Title; Reservation of Rights. Subscriber acknowledges and agrees that: (a) 'Rte Products, including the Document Sets far each Product, and any inronnntion which Subscriber obtains Through the SELECT Program or the use of SELECT Online or any other nreuns of electronic transmission, contain proprietary Information or Bentley, its licensors or other suppliers, and are protected muter United States copyright laws, other applicable copyright laws, other laws dating to the protection of intellectual property, and international treaty provisions; (b) Doc entire right, title and interest in and to the Produces, the Document Sets, any infornedion Subscriber obtains through lite SIi1,ECT Program or lire use of SELECT Online or any other means of electronic transmission, and all associated intellectual property rights, shall remain with Bentley or its licensors; (c) The Products are licensed, Outsold, and titlo to each copy of the Prairies shall remain with Bentley or its licensors, and shall not pass to Subscribcr; and (d) Bentley relents all rights not expressly grmned. 3.02. Source Code. Subscriber shall have no right hereunder to receive, review, use or otherwise have access to the source code for the Products. 3.01 Copyright Notices. Subscriber shall reproduce and include on all copies of lie Products created by Subscriber all copyright notices and proprietary legends of Bentley or its licensors as they appear in or on the original media containing the Products supplied by Bentley. 3104. Reproduction of BOetnlene Sets. Subscriber may reproduce the Document Sets for its internal, non- cammeroinl use oily, but the cumulative number of such mpralueed Document Sees may not exceed lite number of Products licensed by Subscriber that correspond to the Document Sets. 3.05. Reverse Engineering. Subscriber may, not decode, reverse engineer, reverse assemble, reverse compile, or Otherwise translate the Products or Document Sets except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. To time extent that Subscriber is expressly Permitted by law to undedmkc any of the activities listed in the previous sentenen, Subscriber will not exercise those rights until it has provided Bentley with thirty (30) days prior written notice of its intent to exercise such rights. 2.03. ],nail Price and Currency. Calculation and payment of the SELECT 3.U6. Program Fce or any separate price for all CALs, Products and services hereunder stall be based on the local price and local currency of the Subscriber's Site where such CAL, Product or service is used. 2104_ Records; Audit. Subscriber shalt maintain complete and accurate records of CALs and Product licenses prior to (tie date of this Agmemeat and its cieatian and use of the CAIs acquittal and Products licensed hereunder to permit Bewley to determine whether SEt002520- 1/0005 6111 Proud .ciary lnformadou. (a) Subscriber understands and agrees that Bentley may, in connection with the provision of CAIA Products and sewhas hemunder, disclose to Subscriber confidential, proprietary and technical Information pertaining to Bentley Products and to Bentley's technology slid business practices (collectively 4 Proprlelary Information "). Subscriber agrees to Treat all Page 7 of 12 BENTLEY $EELEC "ITROGRAM AGREEMENT General Terms and Conditions Exhibit B Dated as of January 2010 Proprietary Information in accordance With this Section 3.06 of Exhibit B. all Subscriber shall maintain lire confidentiality of all Proprietary Infonnution. Subscriber shall not reproduce or copy Proprietary Infonnution except as pemtitled in this Agreement or as may, be expressly mahoriud in writing in advance by Bentley. All such copies shall be marked by Subscriber as proprietary and confidential tnPonnation. (c) Subscriber shuli only use Proprietary Information in Riahemnce of this Agreement, and may disclose Proprietary Information only to these employees required to have knowledge orients In perform their duties pursuant to this Agreement. Subscriber shall not disclose or make Proprietary Information available to any third party al any till. (it) Subscriber shall treat Proprietary Information With Ore same 4.03. degree of tare as it uses to protect its own confidential inibrmatiom and in no ratio less than a reasonable degree of care. (e) Upon the termination or non- renewal of (his Agreenent, Subscriber shall return to Bentley nr, if so raluesterL destroy all Proprietary Infonnution in its possession. In Subscriber shall have no obligation of comielcran lity with respect to any Proprietary Information that (i) has entered the public domain other than through a breach of this Agrcement, (a) has been rightfidly obtained by Subscriber Rom a third party with no obligation of confidentiality, or (iii) is previously known by Subscriber as demonstrated by clear and convincing evidence. (g) Subscriber shall promptly inlomn Bentley upon knowledge of any netual or potential rmautherieed use or disclosure of to Proprietary hhfonnulion. 3.07. No He clunaria. Subscriber may rte disclose the results of any Product testing, including but not limited to benchmarks, to tiny third party without first obtaining Bentley's wraRlen consent to do an. 4. Limited Warranty; Llmifuh,a of Remedies and Lhibiliry 4,01. Limited Warranty to Subscriber. ExcepL for Products licensed under Section 5.02(6), Section S.02(c) or Section 5.02(tl) of Exhibit A hereof, Which are provided to Subscriber "AS -IS" and without warranty urany kind, Bentley hereby warrants for the benefit only of Subscriber that (a) f'ur a period of ninety (90) days ( "Warranb- Periud ") from the date of delivery to Subscriber of a Serial Number or Product, its the case may be, the Product shall, under annual test, operate in substantial confommnee 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 Benalcy to Subscriber shall, under normal use, operate In substantial conformance with the Bentley documentation applicable to such produces and materials, If tiny mudilications, cohancencrts or changes am made by Subscriber or at Subscriber's direction to the Produces; if the Products arc rcecrsc- engineered, deear iled or dnassenhbled; or if Subscriher breaches the terns of This Agreement, then the warranties in this section shall be innucil n ely terminated, 'I his limited unmanly gives Subscriber specific legal rights, Subscriber may have other rights which may vary from sn(ejurisdiction to state /jurisdiction, 4 -02. Exclusion of Warranties. THE WARRAN'i "IHS STATED IN SECTION 4.01 ARE BENTLEY'S SOLE AND EXCLUSIVE WARRANTIES PETfEAINING '10 THE PRODUCTS, SELECT' SELOOZSZD- 1/0005 yll SUPPORT SERVICES AND OTHER MATERIALS AND SERVICES INCENSED, DELIVERED OR OTHERWISE FURNISHED BY BENTLEY UNDER THIS AGREEMENT. BEN'T'LEY DOES Nat' 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 NUN- INFRINGEMEN'r AND THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. THESE EXCLUSIONS MAY NOT APPLY TO SUBSCRIBER AS SOME ST'ATESAURISDICTION DO NOT ALLOW T14E EXCLUSION OFCERTAIN WARRAN'T'IES. F,xclushrt Remedy. 'Me 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, (ii) to advise Subscriber have to achieve the same functionality With the Product as described in the Document Set through a procedure different from (hot se forth in the Document Set, or (iii) to ream 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, canceled, or replaced Products and Document Sets shall be covered by this limited womanly for ninety (96) days utter the date: (a) of shipment to Subscriber critic repaired or replaced Products and Document Sets, or (b) Bentley advised Subscriber how to operate the Products so as to achieve the functionality descrihed 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, LASS 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 BEN'T'LEY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES Olt CLAIMS. BECAUSE SOME STAPES /JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO SUBSCRIBER. 01 Disclaimer. Subscriber acknowledges that the products are not fimll- tolenent and have not been designed, mauuftLelumd or intended for use and will not be used in the development of weapons of mass destruction, as on -lino control equipment in laciaaloas environments requiring bail -safe performance, such as in the operation of nuclear facilities, aircraft navigation or enmmunica0un systems, air lraBie control, direct life support machines, or weapons systems, in Which the faihac of the Products could lead directly to death, personal injury, or severe physical or environmental damagc. Subscriber further acknowledges that the Products are not substitutes for Subscriber's professionaljudginenk and accordingly, neither Bentley nor its licensors or supplies are responsible for Subscriber's use of the Products or the results obtained from such age. 'I'lie Products are (micuded only to assist Subscriber in its business, and are not mean to be Snbstindcs for Subscriber's independent testing and verification of stress, safety, utility or other design parameters. Page 6 of 22 BENTLEY SELECT PROGRAM AGREEMENT General Terms and Conditions Exhibit B Dated Bs Of January 2010 4.06. Limitation of Bentley Liability. IN THE EVENT' THAT, NOT W ITHST'ANDING SEC'T'IONS 4.01, 4.02, 403, 4.04 AND 05 OF THIS EXHIBIT B, BEN'T'LEY IS FOUND LIABLE FOR DAMAGES BASED ON ANY BREACH, DEFLCI -, DEFICIENCY OR NON - CONFORMITY IN A PRODUCT, IN SELECT SUPPORT SERVICES, OR IN ANY OTHER SERVICE OR MATERIALS,WHETHER IN CONTRACT, TORT OR O'T'HERWISE, AND REGARDLESS OF WHETTIER ANY REMEDY SET PORTB HEREIN FAILS OF ITS ESSENTIAL PURPOSE BY LAW, BENT'LEY'S CUMLIIATiVE LIABILITY HEREUNDER SHALL NOT EXCEED THE PRICE PAID BY SUBSCRIBER FOR (i) SUCH PRODUCT-, (it) A ONE -YEAR SUBSCRIP'T'ION 1'0 THE SELECT PROGRAM, Olt (iii) SUCH OTHER DEFECTIVE SERVICE OR MATERIALS, AS THE CASE MAY BE, THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN BENTLEY AND SUBSCRIBER. nEN'rLEY'S PRICING REFLECTS THIS ALLOCATION OF RISK AND THE LIM I'rATioN 01' LIABILITY SPECIFIED HEREIN. 4.07. Indenmificatian by Bentley. Bentley shall pay any damages finally rornrdW against Subscriber based on a about against Subscriber that a Product which is developed and mend by Bentley infringes it third party's copyright under the Imes of a Borne Convention signatory counvy, or results in a misappropriation of a third party's trade secret, in the Country where Subscriber h:rs been authorized to place ilia Product subject to Stich claim into Production list, it' Subscriber provides to Bentley: (a) prompt vitlltm notice of any such claim, (b) all available information mid assistance, and (c) tine opportunity to exercise sale contml of the defense and settlement ofany 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 modity such Product so that it becomes non - infringing. If neither of dm foregoing alternatives is availubic on terms that Bentley, in its sole discretion, deems desirable, Subscriber shall, upon written request from Bentley, return to Bewley line allegedly inhringing Product, in which event Bentley shall reboot to Subscriber the price paid by Subscriber for each copy of such returned Product, less hventy percent (201/.) for each elapsed year since the commencement of the license for such copy. Batley shall have no liability and this indemnity shall trot apply if the alleged infringement is contained in a Product which is nut developed or orswed by Bentley or is due to modification or ilia Product by Subscribe or the combination, operation or use of a Product with other salAmmre (hat does not originate from Bentley or if Subnriber is in breach of this Agrocmcra. Bentley small also have no holiday, and this indenmily shalt not apply, for the portion of any claim of infringement based on use of a Superseded or altered release or Product irilia inhingemet 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 Elie license fees paid by Subscriber for the bllcgedly inainging Product.'I'hls Seatioa �k07 sets i'onh Subscriber's sole remedy tau intellectual property infringement. Expert Controls. 'file products have been manufamureri or developed in ilia United States of America and accordingly only he subject m U.S. export central Imes, regulntions lard requirements. Regardless of way disclosure made by Subscriber to Bentley of an ultimate destination of the Products, Subscriber trust not export or transfer, whether directly or indirectly, the Products, or any portion thereof, or any system canhinung such Products or portion thereof; to anyone outside the United Slates (including further expert if Subscriber took delivery of the Products outside tilt United States) without first complying strictly and fully with all expert controls tail may he imposed on the Products by tine United States Government, or may Country or arganiration of nations within whose jurisdiction Subscriber uses the SEL0025204(0005 6111 Products. The countries subject to restriction by action of the United Stales Government are subject to change, and it is Subscriber's responsibility to comply with the United States Government requirements as they may be ameidrd from time to dine. Subscriber shall indemnity, defend and hold Bentley harmless for any branch of its ON Igatimns pursuant to this Section. U.S. Government Restricted Rights. If the Products are acquired far or on behalf of the United States of America, its agencies and/or instrumentalities ( "U.S. Government "), it is provided with restricted rights, Ibe Products and accompanying documentation arc "commercial connputersoftesne" and "commercial computer soRwnre docnuentation," respectively, pursuant to 48 C,P.R. 12.212 and 227.7202, and "restricted computer software" pursuant to 48 C.P.R. 52,227- 19(t), as applicable, Use, modification, reproduction, release, performance, display or disclosure of the Products and accompanying documentation by ilia U.S. Government are subject to restrictions asset forth in this Agreement and pursuant to 48 C,P.R. 12.212, 52.227 -19, 227.7202, and 1852.227 -86, as applicablc. 7. Term; Termlomtnn 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 (l2) months (unless Attachment 1 provides far a longer duration al' the initial (erm), and shall automatically renew for terms of like tenure unless either party gives notice of its election to not. rotas (he term at least thirty (30) days prior to the expiration of the then - current term. 702. Termination for Material Breach, Either party may, at its option, terminate (his Agreement in the event of a material breach of this Agreement by the other party. Any such termination may be effected only through a emigcn notice to the other party, specifically identifying Ilia breach or breaches on which termination is based. Following mecipl of such notice, the party in breach shall have hventy -one (21) days to cure such breach or breaches, and this Agreement shall terminate in lire event that such care is not made by the end or such period; provided, however, Bentley shall have the right to terminate this Agreement immediately if Subscriber breaches any ONES obligations under Section 3 ofthis Exhibit B. The failure of Subscriber w pay an omsunuling Invoice of Bentley shall always constitute a material brcaclm of this Agreement. 7.03. Insolvency. It, tinder applicable insolvency laws, Subscriber becomes unable to pay its debts or becomes insolvent or bankrupt or makes arrangements with its creditors, or ofenveise goes into liquidation, administration or receivership, then Bentley shall have ilia right (n terminate (his Agreement immediately by written notice. 704. Consequences of Termination. Upon (be termination of this Agreement for any reason, all of the rights and licenses granted w Subscriber in this Agreement shall terminate immediately, Willi respect to oily perpetually licensed Products, the terns and conditions set forth in the license al m anent delivered with such Products- and Elie Definition of Use shall govern Subscriber's use orsuch Products. Subscriber shall immediately discontinue use of SELECT Online. 2115 Reinstatement Following Termination. Following a termination of the SELECT Program, Subscriber tiny minstato such services only if Bentley consents to Stich reinstatement and Subscriber pays to Bentley, in advance, a SELECT reinstatement rte, in an amount to be determined in Bentley's sole discretion, such amount not to exceed the amount of all fees that would have accrued and been Payable, excluding discounts, for the period between the date of termination and the date of reinstatement. past 9 of 12 BENTLEY SELECT' PROGRAM AGREEMENT General Terms and Conditions Exhibit B Dated as of January 2010 8, i4tiscdtaaeans, Intonational Sale of Goods, as amended, and of the Uniform Computer Information '1'mnsaclimns Act, as it may hove been or 8.01. Asslgnuneni. Subscriber shall not assign this Agreement or Megmc hereafter may be to effect in aoyjurisdiclion, shall not apply to this its duties hereunder usthout prior written consent by Bentley. For Agreement, purposes orlhis Agreement, it change in control ofSubscriber shall be 8.10. Arbitration. In the event of any dispute, controversy or claim considered as assignment for which Bentley's prior written consent is hereby granted provided that the surviving candy from such Change bchscen the parties arising wrier this Agreement, the parties shall s Agreement. This Agreement may sa may banns must cuter into a submit to binding arbitration before a single arbitrator in Philadelphia, b¢ assigned by Bentiey to any successor in interest to Bentleys to any fomsylvmda in auennlanae with Iha Commercial Arbitration Rules of business or to any direct or indirect wholly-owned subsidiary of the American Arbitration Association, 7hc decision of the arbitrator Bentley Systems, Incorporated. Any purported assignment in shall be final and binding on tire parties; mid the judgment upon the violation orthis provision shall be void and without effect award rendered by the arbit rnar shall be enforceable in any court of competent jurisdiction, L'ach party shall bear its nun attorney's fees, 01 Entire Agreement This Agreement, logedher Milt the Bxhibits and class, and expenses incurred in such arbitration. signed Amendments, Wally, incorporate the entire agreement of the 8.1 L parties and supersede and merge all prior oral and written agreements, independent Contractor. Bentley's relationship with Subscriber for discussions and understandings between line parties with reapcc( In all purposes hereunder shall be that of an independent contractor and the subject natter henuf. The terms and conditions of this Agreement nothing lamin shall he construed as creating, at any time, an and or the applicable Bentley continuation shall apply to each order employer and employee relationship between the parties. accepted or shipped by Bentley hereunder. Any additional or different 8.12. terms or conditions uppearing on a purchase order issued by Change of Ownership. Subscriber shall provide Bentley with sixty Subscriber hereunder, even if Bentley acknowledges such terns mxl (60) days advance written notice of any changes in its ownership or conditions, shat[ not be binding on the parties unless both parties location. expressly agree in a separate writing as provident under Section 8.03 8 13 Headings. The headings in this Agreement are intended solely for of this Exhibit B. convenience of reference and shall not affect the meaning or 8.01 Amendments. Except as otherwise contemplated herein with respect interpretation of this Agreement. to updating, muending and supplementing the exhibits, this Agreement Luny only be amended or modified by a writing duty executed by authorized representatives of the parties, provided, however, (hat 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 had delivery or mailing to such party, if sear prepaid certified mail or next day air delivery to the address set (both on One 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 aatio ripad representative Idesabied in this Agreement or In a subsequent notice to Bentley. 8,05, Force Majeare. Bentley shall not be liable for failure to fulfill the terms or this Agreement due to tire, strike, won, government regulations, acts orGod, labor disturbanms, axis or terrorism or other causes which am unavoidable and beyond its control. 8.t)6. Waiver.'Ilie failure or either party to insist upon env or its rights wider this Agreement upon one or more occasions, or to exercise any of its rights, shall nut be deenned a wotver of such rights on any subsequent occasions. 8.07. Sol Aval. 'file covenants contained in this Agreement which, by their turns, require or contemplate performance by the parties after the expiration or lamination of One Agreement (including, but not limited to, Sections 5.01(x}, (b), (c) and (d) and 6.01 ofGxhibit A, Sections 1, 2, 3, 4, 5, Cr, 7.04, 7,05 and 8 of Exhibit B, and Sections 1.06, 1.07. 1.08, 1.09, 1.10, 1.11, 1.12, 1,14, 1.16 and 1.17 ol'Exhibit C) shall be enforceable said expiration or termination. 8.08- Severabilily,'nle provisions oflhis Agreement shall be severable and the invalidity or miculorccabiiity of any one provision shall not affect ally other willm otherwise noted. gA9. Governing Low. This Agrccoom shall be governed by, interpreted, and enfarced in accordance with the laws of the Commonwealth of Pennsylvania, without regard to conflicts of law provisions. To the nraxinunn extent permitted by applicable Ire, the parties agree that the provisions of the United Nations Convention our Contracts for the SElnn1520-1 /0005 6/13 pageloofl2 BENT(..Ey SELECT PROGRAm AGREEMENT Professional Services Exhibit C Dated as of January 2010 I . Professional Services, 101. Subscriber may request professional services aver time to time and Bentley may agree to perfamt such services pursuant to this Agreement. Tic description or professional services regnested by Subscriber and which Bentley agrees to pertunn shall be set fault in one or mom written descriptions labeled "SELECT Professional Services" and signed by Subscriber and Bentley (each an "Order"). Bentley shall have (tic right to accept or decline any proposed Order. Each Order shall set lbdir, tit a minimum, the work to be done, the number of Bentleys personnel Io be assigned to Subscriber's work, the duration or each individual's assignment, mid the fees for rho work. The services and other provisions described on the Ovkr(s) are referred to collectively as the "Work" "it de (lie results of the Work, if any, are referred to as (lie "Worts Product." 1.03_ Nettrad of 1'errornrnnce. 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 rise of sub - contractors if deemed necessary. Subscriber shall have no right to, and shall not, control the manner or determine the method of accomplishing such work. Subscriber may, howvver, require Bentley's personnel to observe at all times the security and safely policies of Subscriber. In addition, Subscriber shall be entitled to exercise a broad general power of supervision and control over the results of work performed by Bentley to ensure smisfacmry performance. This power of supervision shall include the right to inspect stop weak, make suggestions or recommendations is to the details of (lie work, and request modifications to the Scope ufan 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 perfomr scliedukxl 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 White if it is unable to do so, giving due regard to its other commitments and prmrilics• I Od. Reporting. Subscriber will advise Bentley of the individuals to wham Bentley's manager will report progress on day-to -day work. Subscriber and Bentley shall develop appropriate administrative procedures rot perfomance of work at Subscriber's site, if necessary. Subscriber shall periodically prepare an evaluation or the wreck performed by Bentley for submission to Bentley upon Bentley's reelmest. 1115. Place of Work Certain projects or tasks may require Bentley's personnel to perform wort for Subscriber ul Subscriber's premises. In [be event (bat 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 he a need to train Bentley's personnel in the antique procedures used at Subscriber's location. When Subscriber determines that such training is necessmy, Subscriber shall, unless otherwise agreed in writing, pay Bentley for its personnel's training time. Lob. Nan - 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 de sane or a different kind to be Performed by its menu personnel or other extractors during the torn ofthis Agreement. 1.07. Perpetual License, Upon fill payment rot the Work, Bentleyshali grunt Subscriber a paid -up, perpetual, royally -free right and license SELOO2520.1 10005 Gill to use the Work Product for Production Use. Bentley retains all right, title and interest to the Work Product not otherwise granted to Subscriber. Lug. Preexisting Works of Bentley. Notwithstanding Section 1,07 or Exhibit hereof, Bentley hereby reserves and retains otsmership of all works winch Bentley created unrelated to the Work performed pursuant to any Order, including hat not limited to Products (the °Pre - Existing Works "). Bentley dues not grant Subscriber any rights or licenses with respect to the Pre - Existing Works, 104. Residuals, h is annually acknowledged that, during the normal course of its dealings with Subscriber and the Work, Bentley and its personnel and agents may become nequaintcd with ideas, Concepts, know -how, methods, techniques, processes, skills, and adaptations pertaining to (he 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 asset[. against Bentley or its personnel any prohibition or restraint from so doing. 1.10. 'I'hhrd -Party Interests. Subscriber's interest in tend obligations with respect to any programming, materials, or data to be obtained limn durd -party vendors, regardless or eNeOar obtained with the assistance of Bentley, shall be determined in accordance with the agmemonls and policies of such vendors. 1.11. Fees. Bentley shall be paid the fee as spcetfied in each Order (which Bentley reserves the right to change upon at least sixty (60) days advance notice or at any time for any new Order or modified portion of an existing Order), or, if no fee is specified, at Bentley's customary rates for the level of personnel providing Stich services, L12. Expenses. Subscriber shall also pay either the actual cost of Bentley's reasonable travel and living expenses or an agreed -to amount for such travel and living expenses (other than normal commutation Imvch for Batley employees in the performance of Work set forth in each Order along with all other out -of- pocket expenses incurred by rlt ralcy. 1,13. ISS in ales, bsturn les of total fees for prgiects may be provided in an Order, but Bentley does not guarantee such estimates. Bentley will, however, entity Subscriber as soon as possible it it will exceed the estimate, and Subscriber may then terminate the project and pity only I'or services actually rendered if Subscriber so chooses, 1.14. Confrdeadillity. Ira the perimmatec of the Work, Bentley may ncquirc iutomation of Subscriber Which is proprietary, non - public aid identified in writing as confidential by Subscriber. Bentley shall not disclose to mtymne not employed by Subscriber nor use except on behalf of Subscriber any such confidential iufonuafion acquired in die performance of the Work except as trubmized by Subscriber in writing and as may be permitted by Section 1.04 of this Exhibit C. Bentley shall have no obligation of confidentiality with respect to wry information of Subscriber bar (i) has entered the public domain other their through a breach of this Agreement, (it) has been rightfully obtained by Bentley from a third many with no obligation of confidentiality, or (iii) is previously known by Bentley as demonstrated by clear and convincing evidence. Notwithstanding the tangoing restrictions, Bentley and its personnel may use and disclose any infuriation to die extent required by ern order of any court or other governmental authority page 11 of 12 PrNTLEY SELECT" PROGRAM A(jR) cmF.N,r Professional Services Exhibit C Dated as of January 2010 or as necessary far it or them to protect their interest in this Agreement, but is each core only rifler Subscriber ins been so notilled and has had the opportunity, if possible, hu 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 first esectned Order and will continue in effect through the completion of each Order. LIG. Terminallon of Orders. Subseribcr or Bentley may terminate any uncompleted Order at nay Rine by giving thirty (30) days written notice to the other party. Upon such termination, Bentley agrees to stop Work tinder tire Order in question and to forward to Subscriber all completed or uncompleted drawings, reports or other documents relating to tire Work, in lire event of such termination Subscriber shall be liable only for such Fecs, costs and expenses as have accrued prior to file effective date of such temrinalium L(7. Prohibition on Hiring. Subscriber shall not solicit flor employment or hire any Bentley employees providing professional services hacunder for the duration of the Work, pills a period of ore (1) year afar completion of (lie professional services provided Imrcumdar. sEt002520- 1(0405 6(11 Page120f12 Sentleg Sfrsfaerfiaag 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 Drlve, 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- 1198B) 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 comel! Yours truly, Dick Franklin Tel: +1 (610) 458 -5000 Fax: +1 (813) 412-8773 E -mail: DICK.FRANKLIN @BENTLEY.COM Benflev 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.com E -mail: bac @bentley.com 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 November 2014 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 November 2014 Net Price 285.87 50 6418/ Bentley WaterGEMS SELECT Subscription 1 Gross Value 5,86198 5,717.38 Subscription Period 01 December 2013 Through 30 Discount/Surcharge - 146.60 November 2014 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.com E -mail: bac @bentley.com sentley!Lp Renewal Advice Sastalalrfg Infrastructure RAS Number: 40521307 Number of Pages: 3/4 Date: 12 August 2013 Valid Until: 12 September 2013 Customer D: 4010965 Ship -to: City of Santa Ana Bill -to: City of Santa Ana Quantity PUBLIC WORKS MAINTENANCE Public Works CORPORATE YARD BLDG "A" PO Box 1988 220 S Daisy Avenue, M -85 SANTA ANA CA 92701 -4058 1919/ promis.e Prof. Stand Alone SELECT Sub Subscription Period 01 December 2013 Through 30 SANTA ANA CA 92703 -4334 USA 1,048.18 USA November 2014 Tel No: +1 (714) 647 3378 Tel No: +1 (714) 647 -5691 Fax No: +1 (714) 647 3345 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.com E -mail: bac @bentley.com No. Part# Quantity Unit Pricing Total Descri lion - 10 1919/ promis.e Prof. Stand Alone SELECT Sub Subscription Period 01 December 2013 Through 30 1 Gross Value 1,075.06 Discount/Surcharge -26.88 1,048.18 November 2014 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.com E -mail: bac @bentley.com SrrstaFnisag Infrastructure Sentleg) 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 Stales 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 Slates, as they may be amended from time to time. For additional information, see http: / /www.bis.doc.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: (Subscribers Name) (Title) J JZ- 1313 (Date) Bentley Contact: Name: Dick Franklin Tel: +1 (610) 458 -5000 Fax: +1 (813) 412 -8773 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. DPV Please bill against PO N# (P 0 ❑ Purchase Order is not required. We will accept Bentley's invoice on the basis of this signed quote. (Subscriber's Signature) (Date) Bentley Systems, Incorporated 685 Stockton Drive, Exton, PA 19341 Phone: 1 800 513 5103 Fax: +1 (610) 458 2779 Website: www.bentley.com E -mail: bac @bentley.com