Loading...
HomeMy WebLinkAbout024921 - General - Contract - Bentley Systems, IncorporatedCONTRACT NO BENTLEY SYSTEMS, INCORPORATED fir► SELECT PROGRAM AGREEMENT AMERICAS BENTLEY BENTLEY Bentley SELECT Contract Number: 4O0 d q 3 �o SELECT L E C T This SELECT Program Agreement (together with all exhibits hereto, the "Agreement") is ma e f the Effective Date by and between Bentley Systems, Incor- porated, a Delaware corporation with its principal office and place of busin 6 rive, Exton, Pennsylvania 19341, and the Subscriber identi- fied below ("Subscriber") . All references herein to "Bentle " ' c B ey yssCI and its direct and indirect wholly -owned subsidiaries. Through its Bentley SELECTS"' Pro tie nr�?dINrnlutes engineering software products and provides a range of services to users of such prod- ucts, including technical support, u , t ates, and other seriNst d herein. Subscriber desires to enter into this Agreement to subscribe to Bent- ley SELECT and its SELECT Comprehensive Support Prog ESP , icense all Bentley software products currently used by Subscriber and such additional products as Subscriber may elect to license, and er roducts and services offered from time to time to subscribers of the Bentley SELECT P Program, all as more fully described on the lettered exhibits attached hereto. 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 delivery to the Sub- scriber; 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 purchased. In the case of SELECT CSP, the form of Exhibit A in effect at the time the subscription is entered into or last renewed shall govern. Subscriber, upon signing this Agreement, is bound by the terms of this Agreement and Exhibits A, B and C hereto. Subscriber shall be bound by any remaining exhibit attached hereto, and by any amended or supplemental exhibits which become effective from time to time after the date hereof, upon Subscriber's license or purchase of products or services to which such additional or amended or supplemental exhibits apply. No amendment or supplement to the exhibits to this Agreement after any license or purchase shall limit or impair the rights of Subscriber under the applicable exhibits in effect at the time such license is acquired or purchase is made. For definitions of the capitalized terms used in this Agreement and the Exhibits hereto, Section 7 of the General Terms and Conditions included as Exhibit C. The term of this Agreement is set forth in the General Terms and Conditions under the caption "Term; Termination." The terms of all Prod- uct licenses acquired hereunder shall be perpetual, unless the Subscriber agrees to a limited term under Exhibit G to this Agreement, and all Product licenses hereunder are subject to the termination provisions applicable to such licenses in the General Terms and Conditions. Prices for the Products and services covered by this Agreement, and certain of the forms referred to in this Agreement, are set forth in the SELECT Pricebook distributed by Bentley. 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 AGREE- MENT IS APPROVED AND ACCEPTED BY BENTLEY. SUBSCRIBER o f P--. \Aiovi-h Cmq Name Signature Printed Name Title Address: 0C_ —'.D Y• . s 1 Telephone: (€(' ) F 1 ( ' Q151 Facsimile: —� Date Signed: ' j j q Ot Exton, Pennsylvania 19341 BENTLEY SYSTEMS, INCORPORATED Telephone: 610-458-5000 Facsimile: 610-458-1060 Date Signed: yR CSP000540-1/0003 2/98 Steps to a Properly Executed Agreement ❑ 1. Read and sign. ❑ 2. P.O. from Subscriber to Bentley for SELECT CSP .Coverage. ❑ 3. P.O. from Subscriber to MVAR for New Product. ❑ 4. Fill out a Term Sheet from the Pricebook and insert into Contract. (Attachment I) J 5. Attachment II for each Site is required. ❑ 6. Include all existing serial numbers to be covered under SELECT CSP on Attachment II. Bentley SELECT SELECT CSP Exhibit A Dated as of February 1, 1998 1. Covered Products; Use of MVARs. 1.01. Bentley shall provide SELECT CSP services to Subscriber for all Bentley Products licensed by Subscriber. Subscriber shall complete and submit to Bentley the SELECT CSP coverage form from the SELECT Pricebook. Subscriber represents and warrants that such form sets forth a complete list of all of its Bentley Products as of the effective date of this Agreement and the locations where such Products are used. Any additional Bentley Products licensed by Subscriber during the term of this Agreement shall be added automatically to Subscriber's SELECT CSP coverage hereunder and the additional SELECT CSP Fees will be included in Subscriber's periodic invoices for SELECT CSP. 1.02. This Exhibit A may be amended from time to time; however, the form of this Exhibit in effect upon expiration of the initial term of Subscriber's SELECT CSP or any renewal term shall be applicable for the entire renewal term. A revision of this Exhibit shall not take effect until 30 days after it is delivered to the Subscriber. 1.03. Bentley may provide SELECT CSP services to Subscriber either directly or, at its discre- tion, through authorized MVARs. Subscriber acknowledges that MVARs are independent contractors of Bentley, and that there is no agency, partnership or employer/employee relationship between Bentley and its MVARs. 1.04. 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 fea- ture, program or device to a Product not approved or supplied by Bentley; (b) any nonconformance caused by accident, transportation, neglect, misuse, alteration, modifi- cation, or enhancement of a Product; (c) failure to provide a suitable installation environment; (d) use of the Product other than as described in its Document Set; or (e) failure to incorporate any Update previously released by Bentley. Bentley shall offer SELECT CSP for a given revision of a Product, for at least twelve months, or until two Upgrades have been prepared by Bentley, whichever occurs first. 2. SELECT CSP Services. SELECT CSP consists of the following services: 2.01. Periodic distribution to Subscriber of Upgrades, Updates, the SELECT StreamsM CD and the SELECT Product Library CD, as and when published by Bentley. Bentley shall furnish to Subscriber one paper copy of the Document Set for each Product used at a Site (regardless of the number of licenses for such Product at the Site and excluding TERM Products). 2.02. MDL Training to Subscriber. 2.03. Technical Support services to Subscriber, which includes telephone, facsimile, electronic mail and Internet based support to assist Subscribers regarding the use of Bentley Prod- ucts and reasonable efforts to respond to technical inquiries within four hours during regular business hours. All Technical Support services (other than facsimile) will be available seven days a week, 24 hours per day, provided that after normal business hours at a Subscriber's regional support location, Subscriber may be required to contact another Bentley support center. 2.04. Periodic distribution to Subscriber of newsletters made available by Bentley pertaining to Technical Support and troubleshooting suggestions. 2.05. If Subscriber experiences a production stopping anomaly, Bentley will use good faith efforts to create an appropriate solution and deliver it on a priority build CD ROM. 2.06. Access to SELECT Online as described in Exhibit I. 3. Platform Exchanges, Upgrades and Updates. 3.01. Subscriber shall have the right to exchange, at no additional charge (other than shipping and handling, if applicable), a license for a Product (other than a TERM Product) covered by SELECT CSP on one platform for an equivalent license for such Product on another platform (a "Platform Exchange"). 3.02. In Order for Subscriber to be eligible to receive Platform Exchanges, Upgrades or Updates, Bentley may require that Subscriber first return the Product (or component thereof, such as hardware lock or CD-ROM) subject to the Platform Exchange, Upgrade or Update to the servicing MVAR or directly to Bentley. 3.03. If Subscriber receives a Platform Exchange then Subscriber must immediately cease using the original Product subject to such Platform Exchange. If Sub- scriber receives an Upgrade and uses such Upgrade then Subscriber must immediately cease using the original Product subject to such Upgrade. 4, SELECT CSP FEES 4.01. Applicable Fee. Subscriber shall pay to Bentley the applicable SELECT CSP Support Fee for each Product license set forth in the SELECT CSP coverage form referred to in Paragraph 1.01 of this Exhibit A above and each additional Product licensed during the term hereof. The SELECT CSP Support Fee is based on the total number of Products, the applicable price for each Product set forth in the SELECT Pricebook as of the Effective Date or, for additional Products purchased during the term hereof, as of the date of such license and, the term of the ini- tial subscription selected by Subscriber on the SELECT CSP coverage form from the SELECT Pricebook. Calculation and payment of the SELECT CSP Support Fee for each Product shall be based on the local price and local currency of the Subscriber's Site for each Product. Bentley shall initially invoice Subscriber for one (1) year of SELECT CSP Sup- port Fees for all Product licenses set forth in the SELECT CSP coverage form referred to in Paragraph 1.01 of this Exhibit A. Bentley shall thereafter invoice Subscriber for SELECT CSP Support Fees on a quarterly basis to reflect Product licenses which Subscriber has purchased after the Effective Date; and/or are no longer in pre -paid status. Quarterly invoices will be issued as of the first day of each calendar quarter (e.g. January 1, April 1, July 1, October 1). Quarterly invoices reflecting new Product licenses will include a prorated amount reflecting coverage of the Product under SELECT CSP during the preceding calendar quarter plus the full amount for the current calendar quarter. Bentley may modify this invoicing structure at any time. d. Certain non-U.S. Sites may be subject to an additional membership fee where such a fee is applicable generally to Bentley SELECT subscribers located in the same country as such Site. 4.02. Changes to Fees. The fees listed in the SELECT Pricebook in effect as of the Effective Date, or, with respect to additional Products licensed, as of the date of such purchase, shall remain in effect for the Subscriber until the next change in the Effective Date hereunder (renewal date), at which time the fees shall be changed to those listed in the SELECT Pricebook as of such Effective Date, provided that no changes shall be effective unless Subscriber receives notice of such changes (including, without limita- tion, by delivery of a revised SELECT Pricebook) at least thirty (30) days prior to such new Effective Date. 4.03. Reinstatement Following Termination. Following a termination of SELECT CSP, Subscriber may reinstate such services only if Bentley consents to such reinstatement and Subscriber pays to Bentley, in advance, all fees that would have accrued and been payable, excluding discounts, for the period between the date of termination and the date of reinstatement. �UM CO cap ��jca Y Bentley SELECT SELECT Licensing Exhibit B Dated as of February 1, 1998 1. Scope 1.01. Existing Licenses. Bentley and Subscriber agree that the terms of this Agreement shall supersede and replace all license agreements existing as of the Effective Date for Prod- ucts (including prior versions thereof), and all such prior license agreements are hereby canceled and terminated. The use by Subscriber of all such Products shall hereafter be governed by the terms of this Agreement. 1.02. Future licenses. In the event that Subscriber hereafter acquires or licenses a copy of a Product, including but not limited to a Bentley shrink-wrapped kit containing a Product, Subscriber's use of such Product shall be governed by the terms of this Agreement in effect at the time of such purchase, notwithstanding any other written license agreement from Bentley that may accompany such Product. 2. SELECT Product Library CD; SELECT Pricebook. Bentley shall periodically, at its discretion, deliver to Subscriber a SELECT Product Library CD and a SELECT Price - book. Upon the issuance by Bentley of a new version of a SELECT Product Library CD or a SELECT Pricebook, the previous version shall be superseded. Evaluation of Products. Bentley hereby grants to Subscriber, subject to its compliance with the procedures of this Exhibit B, a limited non -transferable non-exclusive right to create from the current SELECT Product Library CD, one (1) copy per Site of each Product contained in such Bentley SELECT Product Library CD solely for Evaluation Use of such Product, provided that Subscriber shall have no right to create evaluation copies of Products previously licensed by Subscriber The duration of use of an evalua- tion copy shall not exceed thirty (30) days. Upon the earlier of the conclusion of such (30) day evaluation period or the termination of this Agreement, Subscriber shall destroy all copies of Products created for evaluation hereunder and, upon request by Bentley, certify such destruction in writing. 4. Registration of Evaluation Copies Prior to Evaluation Use of a Product, Subscriber shall notify Bentley and obtain from Bentley, for each such evaluation copy, a unique Serial Number limited to Evaluation Use, which Serial Number shall be registered by Bentley to Subscriber. Subscriber shall, in accordance with procedures prescribed by Bentley, assign to and embed such Serial Number in such evaluation copy. 5. Creation of Copies for Production Use. In order to obtain the right to create and make Production Use of a copy of a Product included in the current SELECT Product Library CD, Subscriber shall purchase from Bentley or an MVAR a Certificate setting forth a Serial Number, registered by Bentley in the name of Subscriber prior to delivery of the Certificate. Subscriber shall have no right hereunder to create or use a copy of a Product for Production Use without a Serial Number for Production Use for such copy 6. Certificate Purchase Procedure. The procedure pursuant to which Subscriber shall purchase Certificates shall be as follows: 6.01. Subscriber shall, for each Certificate, prepare a valid Product Order in the form pre- scribed in the SELECT Pricebook, which sets forth the appropriate form depending on whether the Certificate is acquired from an MVAR or from Bentley pursuant to the SELECT Purchasing program (Exhibit D hereto). 6.02. Subscriber shall issue the Product Order by mail or facsimile to an MVAR or directly to Bentley, as provided in the SELECT Pricebook. 6.03. Providing that Subscriber has complied with all of its obligations hereunder, Bentley shall issue to Subscriber by telephone, facsimile or electronic mail a Serial Number, reg- istered in the name of Subscriber, for each copy of a Product ordered by Subscriber. 6.04. Bentley shall thereafter deliver to Subscriber a Certificate setting forth the Serial Num- ber, together with Bentley's invoice for such Certificate. If Subscriber has delivered the original Product Order to a an MVAR, then Bentley shall deliver the Certificate to such MVAR for delivery to Subscriber with MVAR's invoice. 6.05. Subscriber shall retain each Certificate as proof of authorization of Production Use. Grant of License. Bentley hereby grants to Subscriber for each Certificate purchased by Subscriber the right to create one (1) copy of the Product to which the Certificate applies from the then -current SELECT Product Library CD and a limited non -transferable non- exclusive right and license to use one (1) copy of the Object Code form Product named in the Certificate in solely for Production Use, in the Country in accordance with the Def- inition of Use set forth in the Certificate. Subscriber shall, in accordance with procedures prescnbed by Bentley, assign to and embed in the copy of the Product the Serial Num- ber specified in the Certificate. The license granted herein shall commence upon Sub- scriber's receipt of the Serial Number. The term of the license for each Product licensed hereunder shall continue until terminated in accordance with this Agreement. Concurrent licensing. If Products are referenced in the SELECT Pricebook as being eli- gible for concurrent licensing, the default being that a Product is ineligible for concurrent licensing, then the rights granted in Paragraph 7 shall be construed to permit Subscriber to use such Products on multi-user computer networks, and to install a licensed Product on more than one computer or hard disc, provided that all users under this arrangement are at the same Site and Subscriber implements an automatic or administrative mecha- nism to ensure that the number of users that use a Product at any one time does not exceed the number of copies of such Product for which Subscriber has licenses at such Site. Subscriber agrees, upon Bentley's request, to provide to Bentley true and accurate copies of the concurrent use log files contained in the Products. The right to concurrently license Products granted to Subscriber pursuant to this Paragraph 8 shall terminate in the event of any termination or non -renewal of this Agreement. Free Licenses for Certain Products. Subscriber is hereby entitled, without payment of license fees but otherwise subject to the terms of this Agreement, to create Produc- tion Use copies, for use only by Subscriber, of certain Products made available by Bentley from time to time on the SELECT Stream CD or SELECT Online and which are designated as free software on the SELECT Stream CD or SELECT Online. Subscriber is entitled to redistribute such Products, which are designated on the SELECT Stream CD or SELECT Online as available for such redistribution, in machine readable form to third parties to which Subscriber distributes its Bentley Products files; provided that such third party agrees not to further redistribute such Products. 10. No Transfers. Subscriber shall not sell, transfer, grant a security interest in, sublicense, loan, lease or rent any of its rights under its licenses to use Bentley Products without the prior written consent of Bentley. If such consent is given by Bentley to a sale or transfer of a license, Subscriber may permanently transfer a license to another end user; provided all software and related documentation and media covered by such license are transferred to the end user and the Subscriber does not retain any copies thereof, and provided further that the transferee end user agrees in writing with Bent- ley to be bound by the terms of the license agreement then in effect for such Product. 11. Home Use Licenses. Unless Subscriber notifies Bentley in writing that Subscriber's employees shall not be entitled to obtain home use editions of a Product, Bentley will distribute upon an employee's request, and permit Subscriber's employees to use, without charge, home use editions of certain Products (for which such editions are available) in accordance with the following terms: a. An employee wishing to obtain a home use edition shall contact Bentley and pro- vide the employee's and Subscriber's name, address and telephone number, the Product license serial number to which the home use edition relates, the platform for the home use edition, and other information requested by Bentley. b. The total number of home use editions available to Subscriber's employees may not exceed the number of Subscriber's Product licenses to which the home use editions relate. c. Bentley will fax a copy of the home use edition license agreement to the employee, which, upon employee's acceptance and use of the home use edi- tion, shall govern the terms of employee's license to use such home use edi- tion. Among other things, the home use license prohibits any use of the home use edition for commercial purposes (whether for the Subscriber's business or any other commercial purpose) and prohibits any transfers or copying of the home use edition. d. Upon completion of the foregoing, a home use edition will be made available to the requesting employee from the SELECT CD or by such other means of distribution as Bentley may use from time to time, Home use editions of Prod- ucts are ineligible for Technical Support even if Subscriber has purchased SELECT CSP. e. Subscriber shall not be responsible for ensuring compliance by its employees with the Bentley home use license, nor shall Subscriber be liable for any breaches of such license by its employees. Bentley SELECT General Terms and Conditions Exhibit C Dated as of February 1, 1998 These General Terms and Conditions are applicable to all of the Products and services pro- vided pursuant to the various exhibits to this SELECT Agreement. 1. PAYMENT OF BENTLEY INVOICES 1.01, Payment Terms. Subscriber shall pay each Bentley invoice for Products and services hereunder, including but not limited to SELECT CSP, within thirty (30) days from the date of such invoice. Interest shall accrue on delinquent payments of such invoices at the rate of one and one-half percent (1.5%) per month or the highest rate permitted by applicable law, whichever is less. In the event the payment for any Products or ser- vices hereunder is past due, Bentley, at its discretion, may suspend Subscriber's rights hereunder to use such Products or receive the services for which payment is past due until full payment is made (e.g. suspension of right to access SELECT Online, no approval of Platform Exchanges, no right to receive Upgrades or Updates, etc.). 1.02. Taxes. Subscriber shall be responsible for the payment of any and all applicable taxes, including but not limited to sales, use, occupation, value added, excise, and property taxes (except for taxes based on Bentley,s net income). 1.03. Local Price and Currency. Calculation and payment of the price for all Products and services hereunder shall be based on the local price and local currency of the Sub- scribet's Site where such Product or service is used. 1.04. Records; Audit. Subscriber shall maintain complete and accurate records of Product licenses prior to the date of this Agreement and its creation and use of the Products licensed hereunder to permit Bentley to determine whether Subscriber has complied with its obligations hereunder. These records shall include the location and identifica- tion of the Subscriber hardware on which Subscriber uses each copy of the Products. Subscriber shall, upon seven (7) days advance written notice by Bentley, permit reason- able inspection and copying of such records by Bentley or a third -parry auditor retained by Bentley at the offices of Subscriber during regular working hours. This provision shall survive the termination of this Agreement. 2. INTELLECTUAL PROPERTY RIGHTS 2.01. Title; Reservation of Rights. Subscriber acknowledges and agrees that: a. the Products, including the Document Sets for each Product, and any informa- tion which Subscriber obtains through SELECT CSP or the use of SELECT - Online, contain proprietary information of Bentley, its licensors or other suppli- ers, and are protected under United States copyright laws, other applicable copyright laws, other laws relating to the protection of intellectual property, and international treaty provisions; b. the entire right, title and interest in and to the Products, the Document Sets, arty information Subscriber obtains through SELECT CSP or the use of SELECT Online, and all associated intellectual property rights, shall remain with Bentley or its licensors; c. the Products are licensed, not sold, and title to each copy of the Products shall remain with Bentley or its licensors, and shall not pass to Subscriber; and d. Bentley retains all rights not expressly granted. 2.02. Source Code. Subscriber shall have no right hereunder to receive, review, use or otherwise have access to the source code for the Products. 2.03. Copyright Notices, Subscriber shall reproduce and include on all copies of the Products created by Subscriber all copyright notices and proprietary legends of Bent- ley or its licensors as they appear in or on the original media containing the Prod- ucts supplied by Bentley. 2.04. Reproduction of Document Sets. Subscriber shall not reproduce or translate the Document Sets without the prior written consent of Bentley. 2.05. Reverse Engineering. Subscriber shall not translate, decode, disassemble, decompile, alter, reverse engineer or create derivative works from the Products or use the Prod- ucts or Document Sets to develop functionally similar computer software. 2.06. Proprietary Information. a. Subscriber understands and agrees that Bentley may, in connection with the provision of Products and services hereunder, disclose to Subscriber confiden- tial, proprietary and technical information pertaining to Bentley Products and to Bentley's technology and business practices (collectively "Proprietary Informa- tion"). Subscriber agrees to treat all Proprietary Information in accordance with this Paragraph. b. Subscriber shall maintain the confidentiality of all Proprietary Information. Sub- scriber 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 con- fidential information. c. Subscriber shall only use Proprietary Information in furtherance of this Agree- ment, 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 avail- able to any third party at any time. d. Subscriber shall treat Proprietary Information with the same degree of care as it uses to protect its own confidential information, and in no case less than a rea- sonable degree of care. e. Upon the termination of this Agreement, Subscriber shall return to Bentley or, if so requested, destroy all Proprietary Information in its possession. f. Subscriber shall have no obligation of confidentiality with respect to any Propri- etary Information that (i) has entered the public domain other than through a breach of this Agreement, (ii) has been rightfully obtained by Subscriber from a third party with no obligation of confidentiality, or (iii) is previously known by Subscriber as demonstrated by clear and convincing evidence. 2.07 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. 2.08 Survival. The terms of Paragraph 2 shall survive the termination of this Agreement. 3. IIMiTED WARRANTY; LIMITATION OF REMEDIES AND LIABILITY 3.01. Limited Warranty to Subscriber. Except for Products licensed for Evaluation Use or pursuant to Exhibit B, Paragraph 9, which are provided to Subscriber "AS -IS" and with- out warranty of any kind, Bentley hereby wan -ants for the benefit only of Subscriber that (a) for a period of ninety (90) days ("Warranty Period") from the date of delivery to Sub- scriber of a Serial Number or Product, as the case may be, the Product shall, under nor- mal 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 Sub- scriber shall, under normal use, operate in substantial conformance with the Bentley documentation applicable to such products and materials. If any modifications, enhance- ments or changes are made by Subscriber 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 paragraph shall be immediately terminated. This limited warranty gives Subscriber specific legal rights, Subscriber may have other rights which may vary from state/jurisdiction to state/jurisdiction. 3.02. Exclusion of Warranties. THE WARRANTIES STATED IN PARAGRAPH 3.01 ARE BENTLEY'S SOLE AND EXCLUSIVE WARRANTIES PERTAINING TO THE PRODUCTS, SELECT CSP AND OTHER MATERIALS AND SERVICES LICENSED, DELIVERED OR OTHERWISE FURNISHED BY BENTLEY UNDER THIS AGREEMENT. BENTLEY DOES NOT WARRANT THAT THE PRODUCTS, SELECT CSP, 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 AND FITNESS FOR A PARTICULAR PURPOSE, THESE EXCLUSIONS MAY NOT APPLY TO SUBSCRIBER AS SOME STATESQURISDICTION DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. 3.03. Exclusive Remedy. The entire liability of Bentley and the sole and exclusive remedy of Subscriber shall be, in Bentley's sole and absolute discretion, (0 to repair or replace a Product or other materials in breach of the foregoing warranties, (ii) to advise Sub- scriber how to achieve the same functionality with the Product as described in the Document Set through a procedure different from that set forth in the Document Set, or (iii) to return the purchase price or fees paid therefore, where written notice of such breach, specifying the defect, is furnished to Bentley during the Warranty Period. General Terms and Conditions (continued) Repaired, corrected, or replaced Products and Document Sets shall be covered by this limited warranty for the period remaining under the warranty covered by the original Products or, if longer, for thirty (30) days after the date: (a) of shipment to Subscriber of the repaired or replaced Products and Document Sets, or (3) Bentley advised Sub- scriber how to operate the Products so as to achieve the functionality described in the Document Sets. 3.04. 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, INTERRUP- TION OF BUSINESS, LOSS OF USE, INABILITY TO ACCESS ONLINE SERVICES, ANY FAILURE OF DELIVERY, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTA- TION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF BENTLEY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSI- BILITY OF SUCH DAMAGES OR CLAIMS. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSE- QUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO SUBSCRIBER. 3.05 Disclaimer. Subscriber acknowledges that the Products are not fault -tolerant and have not been designed, manufactured or intended for use or will be used in the develop- ment of weapons of mass destruction, as on-line control equipment in hazardous envi- ronments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Products could lead directly to death, personal injury, or severe physical or environmental damage. Subscriber fur- ther acknowledges that the Products are not substitutes for Subscriber's professional judgement, and accordingly, neither Bentley nor its licensors or suppliers are responsi- ble for Subscriber's use of the Products or the results obtained from such use, The Products are intended only to assist Subscriber in the design process, and are not meant to be substitutes for Subscriber's independent testing and verification of stress, safety, utility or other design parameters. 3.06. Limitation of Bentley Liability IN THE EVENT THAT, NOTWITHSTANDING PARA- GRAPHS 3.03, 3.04 AND 3.05 OF THIS EXHIBIT C, BENTLEY IS FOUND LIABLE FOR DAMAGES BASED ON ANY BREACH, DEFECT, DEFICIENCY OR NON -CONFORMITY IN A PRODUCT, IN SELECT CSP, OR IN ANY OTHER SERVICE OR MATERIALS, AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSEN- TIAL PURPOSE BY LAW, BENTLEY'S TOTAL LIABILITY SHALL NOT EXCEED THE PRICE PAID BY SUBSCRIBER FOR (i) SUCH PRODUCT, (0) A ONE-YEAR SUBSCRIP- TION TO SELECT CSP, OR (iii) SUCH OTHER DEFECTIVE SERVICE OR MATERIALS, AS THE CASE MAY BE. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN BENTLEY AND SUBSCRIBER. BENTLEY'S PRICING REFLECTS THIS ALLO- CATION OF RISK AND THE LIMITATION OF LIABILITY SPECIFIED HEREIN. 3.07. 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 United States copyright, or results in a mis- appropriation 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 Sub- scriber 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 all negotiations pertaining to such claim. Bentley shall also have the right, at its expense, either to procure the right for Sub- scriber to continue to use the Product or to replace or modify such Product so that it becomes non -infringing. If neither of the foregoing alternatives is available on terms that Bentley, in its sole discretion, deems desirable, Subscriber shall, upon written request from Bentley, return to Bentley the allegedly infringing Product, in which event Bentley shall refund to Subscriber the price paid by Subscriber for each copy of such returned Product, less twenty percent (20%) for each elapsed year since the commence- ment of the license for such copy. This provision shall not apply if the alleged infringe- ment is contained in a Product which is not developed or owned by Bentley or is due to modification of the Product by Subscriber or the combination, operation or use of a Product with other software that does not originate from Bentley or if Subscriber is in breach of this Agreement. Bentley shall also have no liability, and this provision 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 hereun- der to Subscriber exceed the license fees paid by Subscriber for the allegedly infringing Product. This Paragraph 3.07 sets forth Subscriber's sole remedy for intellectual property infringement. EXPORT CONTROLS. The Products have been manufactured or developed as the United States of America and accordingly maybe 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 trans- fer, whether directly or indirectly, the Products, or any portion thereof, or any system containing such Products or portion thereof, to anyone outside the United States (including further export if Subscriber took delivery of the Products outside the United States) without first complying strictly and fully with all export controls that may be imposed on the Products by the United States Government or any country or organiza- tion of nations within whose jurisdiction Subscriber uses the Products. The countries subject to restriction by action of the United States Government are subject to change, and it is Subscriber's responsibility to comply with the United States Government requirements as they may be amended from time to time. Subscriber shall indemnify, defend and hold Bentley harmless for any breach of its obligations pursuant to this Paragraph, 5. U.S. GOVERNMENT RESTRICTED RIGHTS. The Products, including Document Sets, are provided with RESTRICTED RIGHTS, Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or sub- paragraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, or successor provisions, as applicable. Contractor/Manufacturer is Bentley Systems, Incorporated, 690 Pennsylvania Drive, Exton, PA 19341. 6. TERM; TERMINATION 6.01 Term. This Agreement shall become effective on the Effective Date, and shall continue indefinitely, unless sooner terminated as provided herein, except that Bentley's obliga- tions to provide SELECT CSP hereunder (and any additional Products and services under the SELECT Program) shall continue for the initial term of Subscriber's SELECT CSP subscription set forth on Attachment I hereto, and shall automatically renew for terms of like tenure unless either party gives notice of its election to not renew the term at least thirty (30) days prior to the expiration of the then -current term. 6.02. Termination for Material Breach. Either party may, slits option, terminate this Agree- ment in the event of a material breach of this Agreement by the other party. Any such termination may be effected only through a written notice to the other party, specifically identifying the breach or breaches on which termination is based. Following receipt of such notice, the party in breach shall have twenty-one (21) days to cure such breach or breaches, and this Agreement shall terminate in the event that such cure is not made by the end of such period, provided, however, Bentley shall have the right to terminate this Agreement immediately if Subscriber breaches any of its obligations under Paragraph 2 of this Exhibit C. The failure of Subscriber to pay an outstanding invoice of Bentley shall always constitute a material breach of this Agreement; provided that, in the event of a payment breach, Bentley shall be entitled to terminate only the license or service to which such payment relates. 6.03. Insolvency. If, under applicable insolvency laws, Subscriber becomes unable to pay its debts or becomes insolvent or bankrupt or makes arrangements with its creditors, or otherwise goes into liquidation, administration or receivership, then Bentley shall have the right to terminate this Agreement immediately by written notice. 6.04. Termination of Particular License. Subscriber may terminate its license rights under any license granted under this Agreement with respect to all licensed copies of a par- ticular Product, by furnishing prompt written notice to Bentley and returning to Bent- ley with such notice the copies of the Products, including Certificates and Document Sets therefor, for which the termination is applicable. Subscriber shall immediately discontinue use of the copies of the Products for which the termination is applicable. Bentley SELECT MicroStation Institute Exhibit F Dated as of February 1, 1998 1. Participation. At Subscriber's request, and upon Bentley's approval, Subscriber may scriber's employees identified to Bentley, and Bentley will provide such data to Sub - be entitled to participate in Bentley's professional training programs conducted as and scriber or third parties designated by Subscriber from time to time upon Subscriber's through the MicroStation Institute. Subscriber's participation shall be on the terms and written request. at the fees reflected in the then current version of the SELECT Pricebook, and may require that Subscriber commit to definitive purchase obligations in order to participate 3. Satisfaction Guarantee. If Subscriber is not satisfied with Bentley's performance in in certain MicroStation Institute programs (e.g. the MicroStation Institute SOURCE Program. providing a particular course, upon Subscriber's written request setting forth the basis of its dissatisfaction, Bentley will give Subscriber a credit equal to the cost of such pro - 2. Employee Data. Upon and following a written request from Subscriber, Bentley will gram which maybe applied against the cost of future MicroStation Institute programs. compile and maintain data on all of the Subscriber's employees who participate in MicroStation Institute programs, including the courses completed by each of Sub- Bentley SELECT TERM Licensing Exhibit G Dated as of February 1, 1998 Applicability. At Subscriber's request, and upon Bentley's approval, Subscriber may be entitled to participate in the TERM Licensing of certain Products ("TERM Licensing"). Subscribers participating in TERM Licensing will be entitled to license certain Products (each a "TERM Product") for a specified term and at specified fees as set forth in the SELECT Pricebook from time to time. To be eligible to participate, Subscriber must be current on all outstanding invoices for amounts owed to Bentley and Subscriber's quar- terly payments for TERM Products (exclusive of SELECT CSP Fees) must exceed the minimum set forth in the SELECT Pricebook. Bentley reserves the right to discontinue TERM Licensing at any time, without notice to Subscriber. However, such termination shall not affect any licenses for TERM Products previously granted pursuant to TERM Licensing. 2. Certificate Purchase Procedure. In order to obtain a TERM Product, Subscriber shall comply with the Certificate Purchase Procedure set forth in Paragraph 6 of Exhibit B and indicate all TERM Products on the Product Order. Grant of License. Bentley hereby grants to Subscriber for each Certificate for a TERM Product a non-exclusive right and limited term license to use in Object Code form in the Country for Production Use one (1) copy of the Object Code form of such TERM Product named in the Certificate applies for the term set forth in the Certificate and in accordance with the Definition of Use solely for Production Use, in the Country, desig- nated in the Certificate. The license term for a TERM Product shall be the same as the remaining current term of the Agreement or such shorter term (not less than three months) as Subscriber may elect at the time the Product Order is delivered and reflect- ed in the Certificate (the "License Term"). Subscriber shall, in accordance with the pro- cedures prescribed by Bentley, assign to and embed in the TERM Product the Serial Number specified in the Certificate. Subscriber acknowledges that a TERM Product will function in a "time limited" mode until a Serial Number is obtained and embedded into such TERM Product. The license granted in this Paragraph shall commence upon Sub- scriber's receipt of the Serial Number and shall automatically renew at the expiration of each term for a successive term equal to the then remaining term of the Agreement, or such shorter term (not less than three months) as a Subscriber may elect at the time of such renewal, unless either party gives notice of its election not to renew the license for the TERM Product at least thirty (30) days prior to the expiration of the then -cur- rent term. The license for a particular TERM Product shall terminate upon termination of the Agreement or in the event of non -renewal at the end of the then current term. 4. TERM Product Fees. a. Subscriber shall pay to Bentley the applicable fee for each TERM Product as set forth in the SELECT Pricebook in effect as of the date the license for the TERM Product is initiated or last renewed. b. Calculation and payment of the fee for each TERM Product shall be based on the local price and local currency of the Subscriber's Site for each TERM Product, c. Fees for TERM Products shall be included on the periodic invoices issued to Subscriber for its other SELECT Products and services. d. At the end of the License Term or any renewal term, Subscriber may convert a TERM Product to a perpetual license for such Product upon payment of the conversion fee which will be calculated as set forth in the SELECT Pricebook in effect as of the date of the conversion. e. The fees listed in the SELECT Pricebook in effect as of the date a TERM Prod- uct license is initiated or renewed hereunder shall remain in effect for such TERM Product until the expiration or renewal date of the term of such license. On the renewal date, the prices in effect on such date shall be applicable. SELECT CSP Required. During the License Tenn, and any renewal term, all TERM Products shall be entitled to the same SELECT CSP services, at the same price per license, as the same Product under a perpetual license would receive and be charged, and such charges shall automatically be reflected on the periodic invoice for SELECT CSP Fees. Subscriber Release. Subscriber recognizes that the TERM Products are not licensed on a perpetual basis and are provided to Subscriber for use only for the applicable license Term or any renewal term. Subscriber recognizes that TERM Products may be delivered to Subscriber with embedded time clocks, copy -protection mechanisms, or other security devices which may deactivate the TERM Products after expiration of the applicable License Term or any renewal term ("Time Clocks"). Subscriber agrees that Time Clocks are not considered a defect of the TERM Products and releases Bentley from any and all claims, however characterized, arising from or related to Time Clocks or their operation. Conflicts. This Exhibit G must be read in conjunction with the other exhibits to this Agreement, except that this Exhibit G explicitly supersedes Exhibit B, Paragraph 7 (Grant of License). In the event of any inconsistency between this Exhibit G and any other exhibit, this Exhibit G shall control with respect to TERM Products. Bentley SELECT ModelServer Licensing Exhibit H Dated as of February 1, 1998 Applicability. This Exhibit H governs Subscriber's license and use of certain Products described in the SELECT Pricebook as ModelServer products (each a "ModelServer Product"). This Exhibit H must be read in conjunction with the other Exhibits to the Agreement, except that this Exhibit H explicitly supersedes Exhibit B, Paragraph 3 (Concurrent Licensing), Exhibit B, Paragraph 7 (Grant of License) and Exhibit B, Para- graph 8 (Evaluation of Products). In the event of any inconsistency between this Exhibit H and any other exhibit, this Exhibit shall control with respect to ModelServer Products. Subscriber will be entitled to license the ModelServer Products for the fees as set forth in the SELECT Pricebook from time to time. Obtaining a Certificate. In order to obtain a Certificate for a ModelServer Product, Subscriber shall comply with the Certificate Purchase Procedure set forth in Exhibit B, Paragraph 6. Grant of License. For each ModelServer Product represented by a Certificate, Bentley hereby grants to Subscriber the right and license to use in Object Code form one (1) copy of a ModelServer Product in the Country, in accordance with the Definition of Use, and in support of the maximum number of Concurrent Devices and/or Engines authorized by the Certificate. If the Certificate for a particular ModelServer Product does not specify a maximum number of Concurrent Devices and/or Engines, then Sub- scriber may permit an unlimited number of Concurrent Devices to connect to, and cre- ate an unlimited number of Engines from, the ModelServer Product covered by that Certificate. A Certificate for a ModelServer Product may also grant Subscriber the right and license to distribute specific Applets solely for use by a Concurrent Device while accessing a ModelServer Product. Subscriber acknowledges that a ModelServer Product will function in a "time limited" mode until a Serial Number is obtained and embedded into such ModelServer Product. Except as permitted in Paragraph 5 of this Exhibit H, Subscriber may use the ModelServer Products solely for Production Use. Subscriber may not modify any Concurrent Device Management Software included in or provided with the ModelServer Products. 4. ModelServer Product Fees. a. Subscriber shall pay to Bentley the applicable fee for each ModelServer Product as set forth in the SELECT Pricebook in effect as of the date Subscriber issues the Product Order for the ModelServer Product. b. Calculation and payment of the fee for each ModelServer Product shall be based on the local price and local currency of the Subscriber's Site for such ModelServer Product. Fees for ModelServer Products shall be included on the periodic invoices issued to Subscriber for its other SELECT Products and services. Use Prior to Roll -Out. Subscriber is permitted to install one (1) additional copy of a ModelServer Product on the same computer on which another copy of the same Mod- elServer Product covered by a particular Certificate has been installed for Production Use, for the sole purpose of testing and implementation of alternate hardware or soft- ware configurations prior to moving such changes into a production environment. Conflicts. The terms of this Exhibit H shall supplement the other exhibits to this Agreement as they apply to the ModelServer Products. In the event of any inconsisten- cy between this Exhibit H and any other exhibit, this Exhibit H shall control with respect to ModelServer Products. Definitions. In addition to the defined terms in Exhibit C, the capitalized terms used in this Exhibit are defined as follows: a. "Applet" means a piece of code, written in Java- or some other programming language, which is transferred from a ModelServer Product to a Concurrent Device for use by that Concurrent Device only while connected to a ModelServer Product. b. "Concurrent Device" means a particular input device accessing a ModelServer Product at any given point in time, including any indirect connections made through software or hardware which pools or aggregates connections. c. "Concurrent Device Management Software" means computer software which may be provided as part of a ModelServer Product that: (i) monitor the number of Concurrent Devices; and (ii) that are designed to limit the number of Concurrent Devices at any particular time to the maximum authorized in the Certificate for that particular ModelServer Product. d. "Engine" means a sub -process spawned by a ModelServer Product either on the computer on which a ModelServer Product has been installed or on a remotely located computer. Bentley SELECT SELECT Online Exhibit I Dated as of February 1, 1998 1. Background. Bentley may, from time to time, offer certain services to its SELECT sub- scribers on a computer online service, electronic bulletin board, Internet site or through technology developed in the future ("SELECT Online"), Subscriber shall use SELECT Online and other services offered by Bentley (collectively, the "Service") only in accordance with and subject to the SELECT Agreement. The Service currently con- sists of access to certain MicroStation Institute web -based training modules, Bentley D'uectLink, the SELECT Knowledge Base, SELECT Stream, and Technical Documentation. Registration. By completing a registration process and using the Service, Subscriber is indicating that it agrees to be bound by all of the terms of this Exhibit I. Bentley may, from time to time, change the terms of this Exhibit I online. When the terms are changed, Bentley will notify Subscriber by e-mail or online postings. If Subscriber agrees to be bound by the changes, Subscriber must click on the "I Accept' button at the end of the description of changes or amended Exhibit. If Subscriber does not agree to the changes, then Subscriber shall no longer be permitted to use the Service. If Sub- scriber does not click the "I Accept" button, but uses the Service after Bentley has noti- fied Subscriber of a change in this Exhibit, Subscriber agrees to be bound by all of the changes. Password Upon submission and acceptance of Subscriber's registration information, Bentley shall issue a subscriber identifier (the `Subscriber Identifier") and a default password (the "Password") so that Subscriber my access the Service. Subscriber shall be responsible for maintaining the confidentiality of and taking other appropriate secu- rity measures with respect to the Subscriber Identifier and Password. For security pur- poses, Bentley recommends that Subscriber change the default Password initially produced by Bentley and then Subscriber agrees that Bentley cannot and does not guarantee the Service against compromise and unauthorized use of Subscriber's Pass- word, and that Bentley shall have no liability arising therefrom. Use of the Service. Bentley grants to Subscriber a non-exclusive, non -transferable license to receive and use the Information transmitted to it by Bentley and thereafter use such Information for any internal business purpose not inconsistent with the terms of the SELECT Agreement. To the extent Bentley makes Products or Document Sets available for download via the Service, Subscriber's use of such Products or Docu- ments Sets shall be governed by the SELECT Agreement or, in the case of third party software not covered by SELECT, the end user license which accompanies such soft- ware. The Service may direct Subscriber to third parry Internet sites, or other electronic links, which are unaffiliated with Bentley (the "Third Party Sites"). Bentley does not endorse the Third Party Sites, nor does Bentley guarantee the accuracy of, nor make any representations relating to, any of the information which may be found on the Third Party Sites. Links to the Third Party Sites, if present on the Service, are provided for the convenience of Subscriber only. This Exhibit I does not grant Subscriber any rights relating to the Third Party Sites. 5. Authorized User. Subscriber shall be the only authorized user of the Service. Sub- scriber shall not allow others to access the Service using the Subscriber Identifier or Password. Subscriber shall not sell, lease, furnish or otherwise permit or provide access to the Information to any third party. Subscriber agrees that it shall be solely responsible for all requests for service or other authorizations entered through the Ser- vice using the Subscriber Identifier and Password. Subscriber shall take reasonable security precautions to prevent unauthorized third parties from gaining access to the Service or obtaining the Information Feedback Bentley welcomes Subscriber's input regarding the Service and wants to use such feedback to improve the Service. As a result, any communications that Sub- scriber has with Bentley (through search queries, guestbook entries, e-mail, chat room conversations, or otherwise) (collectively the "Feedback") are understood by both par- ties to be non -confidential. Subscriber grants Bentley a royalty -free, perpetual license under all applicable intellectual property rights to use, copy, distribute, sublicense, dis- play and create derivative works based on the Feedback. "Feedback" also includes any materials, fixes, error corrections, enhancements, suggestions and the like which Subscriber provides to Bentley via the Service. Termination of Service. Bentley shall have the sole right to control the format, con- tent, delivery and all other aspects of the Service. Bentley specifically reserves the right at any time to modify the Information provided through the Service, discontinue any portion of the Service, or terminate the Service altogether without providing Subscriber any prior notice. Upon termination or expiration of Subscriber's SELECT Agreement, or at Bentley's election, in the event Subscriber is delinquent on payments to Bentley, the Subscriber Identifier assigned to Subscriber may be invalidated. If Subscriber's Identifier is invalidated then Subscriber shall no longer be permitted to use the Service or any part thereof, and all rights and licenses granted under this Exhibit I shall be terminated. 8. Bentley Access. Bentley may offer Subscriber the option of having Bentley Technical Support access Subscriber's computers in order to help troubleshoot errors (the "Bent- ley Access"). If Subscriber requests Bentley Access, then Subscriber shall ensure that Bentley Technical Support is not exposed to any information which Subscriber consid- ers proprietary. If Bentley Access is requested, then Subscriber agrees to release Bent- ley from any and all claims or liabilities, however characterized, arising from or relating to the Bentley Access. 9. Conflicts. In the event of any inconsistency between this Exhibit I and any other exhibit, this Exhibit I shall control with respect to the Information. 10. Definitions. In addition to the defined terms in Exhibit C, the capitalized terms used in this Exhibit I are defined as follows: a. "Bentley DirectLink" means the service which allows a Subscriber to access Bentley Technical Support personnel through the use of Internet chat. b. "Information" means data and other information made available by Bentley to Subscriber through the Service, excluding Products and Document Sets and information obtained from Third Party Sites. c. "SELECT Knowledge Base" means the service which offers interactive solutions to Product issues using information provided by Subscriber d. "SELECT Stream(TM)" means the service where Subscriber can download a subset of the Updates and Products found on the SELECT Product Library CD. e. "Technical Documentation" means reference Product documentation, Frequently Asked Questions, Technical Notes/Documentation, Product Requirements and other help materials added to the Service from time to time. kEkE Affix Attachments I & II on this page. contracts cannot be processed without Attachments I & II F ..a Americas Headquarters: Bentley Systems, Incorporated 690 Pennsylvania Drive Exton, PA 19341 Phone: (610) 458-5000 (800) BENTLEY Fax: (610) 458-1060 BENTLEY SELECT For more information about the MicroStation and ModelServer families of products and services, please contact Bentley. Europe/Middle East/Africa Headquarters: Asia -Pacific Headquarters: Electronic Communications: Bentley Systems Europe Bentley Systems Pty. Ltd. www.bentley.com Wegalaan 2 51 City Road E-mail: family@bentley.com 2132 JC Hoofddorp South Melbourne VIC 3205 Bentley FaxBack: (610) 458-6485 THE NETHERLANDS AUSTRALIA Phone: +31 23 556 0560 Phone: +61 3 9699 8699 Fax: +31 23 556 0565 Fax: +61 39699 8677 CITY SECRETARY CONTRACT NO. BENTLEY SYSTEMS, INCORPORATED SELECT PROGRAM AGREEMENT between CITY OF FORT WORTH ("Subscriber") and BENTLEY SYSTEMS, INCORPORATED ("Bentley") ADDENDUM TO EXHIBIT C (GENERAL TERMS AND CONDITIONS) Subscriber and Bentley hereby agree to the following amendments to Exhibit C of the Bentley Systems, Incorporated Select Program Agreement ("Agreement"). In the event of any conflict between this Addendum and any other portions of the Agreement, including Exhibit C, this Addendum shall take precedence and will control. 1. Paragraph 2.06. Proprietary Information. The following sentence is hereby added to the end of the text of Section 2.06.f: "In addition, Subscriber shall have no obligation of confidentiality with respect to any Proprietary Information that Subscriber is required to release as public information under Texas law. Subscriber shall notify Bentley in writing upon its receipt of any lawful request to release such Proprietary Information." 2. Section 6. TERM; TERMINATION. A paragraph 6.06 is hereby added to state the following: "Subscriber may terminate this Agreement upon provision of written notice to Bentley if, at any time, sufficient funds for Subscriber to fulfill its obligations under this Agreement have not been appropriated by Subscriber's City Council. Such termination shall take effect on the date specified in Subscriber's termination notice to Bentley; provided, however, that Subscriber shall use its best efforts to provide Bentley with as much advance notice of Subscriber's termination of this Agreement pursuant to this Paragraph 6.06 as reasonably possible under the circumstances." 3. Paragraph 7.09. Governing Law. The text is hereby deleted in its entirety and replaced with the following: "This Agreement shall be governed by, interpreted and enforced in accordance with the laws of the State of Texas. Venue for any action involviSithscrib Page 1 %Rich CO Addendum to Exhibit C ( 7 Select Program Agreement between v1ll Bentley Systems, Inc. and City of Fort Worth o and arising under the provisions of this Agreement shall lie in state courts located in Tarrant County, Texas or in the United States District Court for the Northern District of Texas — Fort Worth Division." 4. Paragraph 7.10. Arbitration. The text is hereby deleted in its entirety. 5. The Agreement, as modified by this Addendum, is ratified and affirmed and in full force and effect. IN WITNESS WHEREOF, the parties hereby execute this Addendum in multiples. CITY OF FORT WORTH: Printed Name: C 1 r lt4 12. I PX6U l� Title: " • _C4 M2j 9,�Y Date: ` i / t /?R APPROVED AS TO FORM AND LEGALITY: C-/7235 Assistant City trney 2-2-?? Contract Authorization Date Page 2 Addendum to Exhibit C Select Program Agreement between Bentley Systems, Inc. and City of Fort Worth BENTLEY SYSTEMS, INCORPORATED: Pr Title: Date: a� T Attachment I BENTLEY SELECT PROGRAM AGREEMENT AMERICAS BENTLEY SELECT Attachment I BENTLEY SELECT PROGRAM AGREEMENT AMERICAS TERM SHEET Bentley SELECT Contract Number: Please complete the following information and insert into the Bentley SELECT Program Agreement. Please note: Billing frequency is on a quarterly basis. Agreement Period: 12 Months 24 Months INITIAL LICENSES COVERED •.... MicroStation V5, 95, SE I q,Z PlantSpace Plant Design Series Cont. MicroStation MasterPiece PlantSpace HVAC MicroStation Image Manager PlantSpace 3D Core MicroStation PowerDraft PlantSpace 3D Core (MicroStation bundle) MicroStation PowerScope PlantSpace Electrical Cable Tray MicroStation ReproGraphics Opti-SE Electrical Drafting MicroStation ReproGraphics (MicroStation PowerDraft bundle) Opti-SE Electrical Design MicroStation Review MicroStation TeamMate 96 • • • .. ModelServer Publisher/M CivilDraft by GEOPAK ModelServer TeamMate MicroStation Descartes MicroStation GeoGraphics • • MicroStation GeoGraphics (upgrade from MicroStation) MicroStation TriForma MicroStation Field PowerArchitect GeoExchange PlantSpace Integration Series GEOPAK Civil Engineering Suite PlantSpace Integration Tools GEOPAK Site PlantSpace Enterprise Navigator GEOPAK Survey PlantSpace Schedule Simulator GEOPAK Bridge PlantSpace Engineering Series GeoTerrain by GEOPAK PlantSpace P&ID MicroStation GeoCoordinator PlantSpace P&ID (MicroStation PowerDraft Bundle) MicroStation GeoOutlook PlantSpace Plant Design Series PlantSpace Piping • •.. PlantSpace Equipment MicroStation Modeler PlantSpace Pipe Supports MicroStation Modeler (upgrade form MicroStation) PlantSpace Interference Manager ADAMS/MS Mechanisms PlantSpace Structural MoldDesign Initial Annual Contract Value (before discount): a0, D D p Volume Discount Level: ( Blli Initial Annual Contract Value (after discount): 1 , ZD O Add 26% If 12 -Month Agreement Period Applies: n \__ Net Initial Annual Contract Value: l ) , 2OC' Effective Date: \ '(.p \O , \c\ Renewal Date: 'kIlr cL \9 t�'C'k Attachment I BENTLEY SELECT PROGRAM AGREEMENT AMERICAS SELECT PURCHASING COMMITMENT THRESHOLD TABLE CATEGORY *MINIMUM ANNUAL REVENUE VOLUME *PRODUCT DISCOUNT (U.S. DOLLARS) CATEGORY A CATEGORY 6 © w v _ o , *Please refer to the Bentley SELECT Product Library CD Prieook for content information. Licensee undertakes to meet the following Revenue Commitment: Commitment Period Start Date: Milestone Date: Commitment Period End Date: Period Revenue Commitment: Discount Percentage: Attachment I BENTLEY SELECT PROGRAM AGREEMENT AMERICAS MICROSTATION INSTITUTE COMMITMENT 'Please refer to the Bentley .SELECT Prndu t Library CD Pricehook for content information. Initial Annual Training Revenue Value (before discount): Training Discount Level: Net Initial Annual Value: Billing Frequency Attachment I BENTLEY SELECT PROGRAM AGREEMENT AMERICAS TERM LICENSING COMMITMENT Commitment Term 3 Months 6 Months 12 Months 24 Months *Quarterly Factor •• • -•� MicroStation 95, SE MicroStation MasterPiece MicroStation PowerDraft MicroStation ReproGraphics MicroStation ReproGraphics (MicroStation PowerDraft bundle) ModelServer Publisher/M ModelServer TeamMate MicroStation TriForma PlantSpace Integration Series PlantSpace Integration Tools PlantSpace Enterprise Navigator PlantSpace Schedule Simulator PlantSpace Engineering Series PlantSpace P&ID PlantSpace P&ID (MicroStation bundle) PlantSpace Plant Design Series PlantSpace 3D Core PlantSpace 3D Core (MicroStation bundle) PlantSpace Piping —requires 3D core PlantSpace Equipment —requires 3D core PlantSpace Pipe Supports —requires 3D core PlantSpace Structural —requires 3D core PlantSpace HVAC—requires 3D core PlantSpace Electical Cable Tray —requires 3D core Attachment I BENTLEY SELECT PROGRANN1 AGREEMENT AMERICAS TERM LICENSING COMMITMENT CommitmentTerm 3 Months 6 Months 12 Months 24 Months *Quarterty Factor MicroStation GeoGraphics MicroStation Descartes GeoExchange GeoTerrain by GEOPAK MicroStation Modeler 'Please refer to the Bentley SELECT Product Library CD Pricebook for content information. Licensee undertakes for TERM Licensing Commitment: Commitment Period Start Date: Commitment Period End Date: Commitment Term: License Fee Quarterly Factor: Quarterly Payments: Number of Quarters in Term: Total Payment for Term: �1 BENTLEY SELECT For more information about the MicroStation and ModelServer families of products and services, Americas Headquarters: Bentley Systems, Incorporated 685 Stockton Drive Exton, PA 19341-0678 Phone: +1 610 458 5000 +1 800 BENTLEY Fax: +1610 458 1060 please contact Bentley. Europe/Middle East/Africa Headquarters: Asia -Pacific Headquarters: Bentley Systems Europe Wegalaan 2 2132 JC Hoofddorp THE NETHERLANDS Phone: +31 23 556 0560 Fax: +31 23 556 0565 Bentley Systems Pry. Ltd. 68 Dorcas Street Southbank VIC 3006 AUSTRALIA Phone: +61 3 9699 8699 Fax: +61 3 9699 8677 Electronic Communications: www.bentley.com E-mail: family@bentley.com DAA009600-1/0005 9/9 Attachment II BENTLEY SELECT PROGRAM AGREEMENT AMERICAS SUBSCRIBER'S SITE INFORMATION Bentley SELECT Contract Number: Use this form to list all sites and all Bentley products at each site to be covered by the Bentley SELECT Agreement. Please complete a copy of this form for each site covered and insert into the Bentley SELECT Agreement. A "site" is defined as a geographic location or a department within your organization that operates and manages the group's CAD installation as a discrete functional unit. SITE INFORMATION: Shipping Address: a" 0f i:oI-.- ),J .-b Company de/ ivision Management Contact Address/Street (no P.O. Box) ELI yA)DY{-h City Tx -+lo.1 o 7- State Zip Country Cgl� )e -I- 9, 5 ( )( I-)IDSq- Phone �y Fax o.+\ _Q. esignate Billing Address (/1dfff rent): Company �3art. Site/ ion 1i QeI �l,rrs Billing Contact Address/Street (no P.O. Box) Ste, State Zip Country one Fax PRODUCT/PLATFORM INFORMATION: Please indicate quantity and platform of each product at the site above to be covered by Bentley SELECT Agreement. PRODUCT QUANTITY COMPUTER BRAND* OPERATING SYSTEM* cr 5;-cthor, 96 /Do z- /oA arD o 45 /DD 2 1O iCrvs ahor) 1O /O&2- /0 4i J ioc y. cT IZ Primary Industry Code* G1 / Application Area Code* ®- * Refer to the back of this page for codes. 1 AAoo9610-1/0003 9/98 INDUSTRY CLASSIFICATIONS: PROCESS MANUFACTURING 1000 Ore 1200 Coal 1300 Oil & Gas Exploration 1400 Other 2000 Food Processing 2600 Pulp & Paper 2800 Chemicals & Pharmaceuticals 2900 Petroleum/Petrochemical 4600 Petroleum Products Pipelines MANUFACTURING 2200 Textile & Kindred Products 2300 Consumer Products 3000 Mold Making & Plastic 3300 Primary Metals 3400 Fabricated Metal Products 3500 Machinery & Tools 3600 Electrical/Electronics 3711 Automotive 3720 Aerospace 3730 Shipbuilding 3740 Railway Equipment DESIGN SERVICES 1500 Building Industry Contractors 1600 Infrastructure Contractors 8711 Engineering Services 8712 Architectural Services 8744 Facility Operators & Developers 5300 Department/Variety Stores 8062 Hospitals STATE & LOCAL GOVERNMENT 4000 Railway Transportation 4100 Local Public Transportation 4400 Shipping Industry 4500 Airline/Air Transportation 9111 Local -City & County Government 9190 State Government UTILITIES/TELECOMMUNICATIONS 4800 Telecommunications UTILITIES/ENERGY 4910 Power Generation 4920 Gas Transmission & Distribution 4940 Water Suppliers 4950 Sanitary Distribution 6500 Real Estate Management 2741 Map Publishing FEDERAL GOVERNMENT 4300 Postal Service 9199 Federal 9711 Military 3731 Shipyards OTHER 9999 Nonclassifiable APPLICATION AREA CODES: 10 Architecture 11 Interior Design 12 Facilities Management 13 Construction 14 Structural 15 Electrical 16 Civil 17 HVAC/Plumbing/Fire Protection 18 Piping 19 Process Design (Schematics) 20 Mapping, Infrastructure 21 Mapping, Cartography 22 Geographic Information (GIS) 23 AM/FM 24 Mechanical Design 25 Mechanical Analysis 26 Industrial Design 27 Electronics/PCB Design 28 Other COMPUTER BRAND CODES: 1000 Apple 1001 Compaq 1002 Dell 1003 Digital 1004 HP 1005 IBM 1007 Intergraph 1008 MaxVision 1009 SGI 1010 SUN 99 Other (Please Specify) OPERATING SYSTEM CODES: 1 DOS 6 HP-UX 7 IRIX 9 AIX 10 Windows NT (Intel) 11 Windows NT (Digital Alpha) 14 Power Mac 16 OS/2 WARP 101 Solaris 104 Windows 95 105 Windows 3.1 106 SunOS 110 Clix 99 Other (Please Specify) ___________CITYOF MicroStation 95 SGCL148AA-0505A Software Serial No. 21926445700501 MicroStation 95 SGCL148AB-0505A 21018661700501 MicroStation 95 SGCL148AB-0505A 21067740700501 MicroStation 95 SGCL148AB-0505A 21130339700501 MicroStation 95 05.05.01.64 SGCL148AA-0505C 10546150700501 MicroStation 95 .05.05.01.65 SGCL148AB-0505A 21481098700504 MicroStation 95 05.05.01.64 SGCL148AA-0505C 22946438700501 MicroStation 95 05.05.01.64 SGCL148AA-0505C 10676638700501 MicroStation 95 05.05.01.64 SGCL148AA-0505C 22937110700501 MicroStation 95 05.05.01.64 SGCL148AA-0505C 22950862700501 MicroStation 95 05.05.01.64 SGCL148AA-0505C 21844705700501 MicroStation 95 05.05.01.64 SGCL148AA-0505C 22974316700501 MicroStation 95 05.05.01.64 SGCL148AA-0505C 10674494700501 MicroStation 95 05.05.01.64 SGCL148AA-0505C 10673843700501 MicroStation 95 05.05.01.64 SGCL148AA-0505C 21124000700504 MicroStation 95 05.05.01.64 SGCL148AA-0505C 10681357700501 MicroStation 95 05.05.01.64 SGCL148AB-0500C 10571118700501 MicroStation 95 05.05.01.65 SGCL148AA-0505A 23676566700501 MicroStation 95 05.05.01.65 SGCL148AA-0505C 22974316700501 MicroStation 95 05.05.01.65 SGCL148AB-0500C 20998157700501 MicroStation 95 05.05.01.65 SGCL148AB-0500C 10764447700501 MicroStation SE 05.07.00.25 MSA00001A-10570 21966315700501 MicroStation SE 05.07.00.25 MSA00001A-10570 21966315700501 MicroStation SE 05.07.00.25 MSA00001A-10570 20707198700801 MicroStation SE 05.07.00.25 MSA00001A-10570 20704244700801 MicroStation SE 05.07.00.25 MSA00001A-10570 20707198700801 MicroStation SE 05.07.00.25 MSA00001A-10570 20707074700801 MicroStation SE 05.07.00.26 MSA00001A-10570 20347754700801 MicroStation SE 05.07.00.26 MSA00001A-10570 21966315700501 MicroStation SE 05.07.00.26 MSA00001A-10570 10571118700501 MicroStation SE 05.07.00.26 MSA00001A-10570 21536253700504 MicroStation V.5 Attachment II BENTLEY SELECT PROGRAM AGREEMENT AMERICAS SUBSCRIBER'S SERIAL NUMBERS Please provide a product name and a serial number for each of the products at the site. Company name: 1.? Vi ✓ Contact Name: /ii(1k/6 1k�' `J Product Serial Number 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. BENTLEY SELECT For more information about the MicroStation and ModelServer families of products and services, Americas Headquarters: Bentley Systems, Incorporated 685 Stockton Drive Exton, PA 19341-0678 Phone: +1610 458 5000 +1 800 BENTLEY Fax: +1610 458 1060 please contact Bentley. Europe/Middle East/Africa Headquarters: Asia -Pacific Headquarters: Bentley Systems Europe Wegalaan 2 2132 JC Hoofddorp THE NETHERLANDS Phone: +31 23 556 0560 Fax: +31 23 556 0565 Bentley Systems Pty. Ltd. 68 Dorcas Street Southbank VIC 3006 AUSTRALIA Phone: +61 3 9699 8699 Fax: +61 39699 8677 Electronic Communications: www.bentley.com E-mail: family@bentley.com FOF,TWOF,TH Mr. Marc Carvalho Bentley Systems, Inc. 690 Pennsylvania Drive Exton, PA 19341 Dear Marc, Enclosed you will find four original copies of the contract for Microstation maintenance between Bentley and the City of Fort Worth. Please have all four originals signed (by a Vice -President or higher) and return three of the originals to me. If you would like to have an original with the assigned CFW contract number on it, please return all four originals and after this has been assigned I will return your original to you. As discussed on the phone, please enter the beginning contract dates at your receipt of this contract. Please let me know if you need additional information. Thanks. Sincerely, K thleen A. Winters, GIS Manager City of Fort Worth ( INFORMATION SYSTEMS AND SERVICES THE CITY OF FORT WORTH * 1000 THROCKMORTON STREET * FORT WORTH, TEXAS 76102 (817) 871-8450 * FAx (817) 871-8654 1O Printed on recycled paper Mar -19-99 09:1OA i P - UL FOFTWOPTH City of Fort Worth Purchase Order Date: March 18, 1999 ; P.O. Number C17235 Vendor: Bentley Systems Inc. Per signed agreement between the City of Fort Worth and Bentley Systems Reference: M&C C 1723 5 dated 2/2/1999 Select Program Agreement Microstation V5 32 licenses Agreement period 24 months Pricing $20,000 Discount 9% Initial Contract Value $18,200 Technical Contact ISS Department Kathy Winters (817) 871-8435 Invoice to: City of Fort Worth Information Systems and Services Dept 1000 Throckmorton Street Fort Worth, Texas 76102 4 INFORMATION SYSTEMS AND SERVICES THE CITY OF FORT WORTH * 1000 THROCKMORTON STREET * FORT WORTH. TEXAS 76102 (817) 871-8450 * FAx (817) 871-8551 Paula Starinieri From: Winters, Kathleen [WinterK@ci.fort-worth.tx.us] Sent: Thursday, May 06, 1999 12:14 PM To: 'Paula Starinieri at Bentley' Cc: Sanger, Shirley Subject: City of Fort Worth Bentley Contract Dear Paula, This is to confirm that the City of Fort Worth's intent on making a contractual agreement with Bentley for support on Microstation was to get support directly from Bentley (Bentley Direct). Apparently, someone at Bentley mistakenly added in A+ CADD, after the fact, as our MVAR. We did not request this, nor do we want to have it represented this way on our contract or on our billing statement. If we had wished to retain an MVAR we would have stayed with Intergraph for this service. Please correct the documentation and forward a set of originals to me. The originals need to include a bill (as I cannot pay from a fax) and a copy of the completed, corrected contract for my records. I appreciate your assistance on this matter. Please feel free to contact me if you have any additional questions at 817-871-8435. Thanks, Kathy Winters, GIS Manager City of Fort Worth (also, you should have our tax exempt statement that was faxed earlier in the week, so the tax needs to be removed from the billing as well) May -03-99 04:06P iss dept ft worth P.O1 _J&. �tiu.Q.�, - nt ZL(S�Pm5 - FArY CV rO q a0 -tC� Prom : i� afti V lAj t o k�-� f CO 1� o - pcir�P TEXAS CERT Fa rE OF EYElIPT I off I claim an exemption from paymet of sales and use taxes for the purchase of taxable items descr. ed below or on the attached order or invoice. Description of Items (or an attached order or invoice) To Be Purchased: All Items I claim this exemption for the following reason: Name of exempt organization: City of Fort Worth Texas Sales and Use Tax Permit f 1 75-60 00528-6 Project for which materials and supplies are purchased: I understand that I will be liable for payment of sales tax which may become due for failure to comply with the provisions of the state, city, and/or metropolitan transit authority sales and use tax laws and comptroller rules regarding exempt purchases. Liability for the tax will be determined przce paid for the t_�. by the ..able • tems purchases or the ;air market rental value for the period of time used. I understand that it is a misdemeanor to give an exemption certificate to the seller for taxable items which I know, at the time of the purchase, will be used in a manner other than that expensed in this certificate and, upon conviction, may be fined up to S500 per offense. Ii!Pt t Status Due to Being a Covenmentaj Entity Purchaser: _ City of Fort Worth Street Address: X000 Throckmorton City, State, ZipCode: Fort Worth Texas 76102 Sign Here. tcs-' Q.P Date: Phone: 871-8334 This certificate does not require a number to be valid. Sales and use tax "exemption numbers" or "tax exempt" numbers do not exist. This certificate should be furnished to the supplier. Do not send the completed certificate to the Comptroller of Public Accounts. MicroStation 95 SGCL148AA-0505A o 21926445700501 MicroStation 95 SGCL148AB-0505A 21018661700501 MicroStation 95 SGCL148AB-0505A 07407O0501 MicroStation 95 SGCL148AB-0505A 21130339700501 MicroStation 95 05.05.01.64 SGCL148AA-0505C 10546150700501 MicroStation 95 .05.05.01.65 SGCL148AB-0505A 21481098700504 MicroStation 95 05.05.01.64 SGCL148AA-0505C 22946438700501-= MicroStation 95 05.05.01.64 SGCL148AA-0505C , 06766387005Q1 MicroStation 95 05.05.01.64 SGCL148AA-0505C 2293 70 5OiV MicroStation 95 05.05.01.64 SGCL148AA-0505C 22 550862 0501.,. MicroStation 95 05.05.01.64 SGCL148AA-0505C 2184470570050', MicroStation 95 05.05.01.64 SGCL148AA-0505C 22974316700501 MicroStation 95 05.05.01.64 SGCL148AA-0505C =10674494700501 MicroStation 95 05.05.01.64 SGCL148AA-0505C 10673843700501 MicroStation 95 05.05.01.64 SGCL148AA-0505C 24124000700504 MicroStation 95 05.05.01.64 SGCL148AA-0505C 0681357700501 MicroStation 95 05.05.01.64 SGCL148AB-0500C 'Q057.41.1•&7A0501 MicroStation 95 05.05.01.65 SGCL148AA-0505A 23676566700501 MicroStation 95 05.05.01.65 SGCL148AA-0505C 24jJ00501 ~' MicroStation 95 05.05.01.65 SGCL148AB-0500C 20998157700501= MicroStation 95 05.05.01.65 SGCL148AB-0500C 10764447700501, MicroStation SE 05.07.00.25 MSA00001A-10570 21966315700501 MicroStation SE 05.07.00.25 MSA00001A-10570 219663157.00501 MicroStation SE 05.07.00.25 MSA00001A-10570 20707198700801 .' MicroStation SE 05.07.00.25 MSA00001A-10570 207042 801 MicroStation SE 05.07.00.25 MSA0000IA-10570 21b7071 9870,8Q1 '' MicroStation SE 05.07.00.25 MSA00001A-10570 2070707O@8©1 MicroStation SE 05.07.00.26 MSA00001A-10570 20344 4700801 MicroStation SE 05.07.00.26 MSA00001A-10570 21966315700501` MicroStation SE 05.07.00.26 MSA00001A-10570 10571118700501 • MicroStation SE 05.07.00.26 MSA0000IA-10570 21c&36253700504 MicroStation V.5 .+ Serial Quick List April 5, 1999 16850 City of Fort Worth 1000 Throckmorton St ISS/GIS Fort Worth, TX 76102-6311 USA Serial Status Contact Registration Name Registration Company Prev. Serial Host Name 07O7O74700801l Registered 1145887 Kathleen A. Winters City of Fort Worth City of Fort Worth Product License Date License MicroStation SE 3/22/99 2773446461 0707198700801I Registered 1145887 Kathleen A. Winters City of Fort Worth City of Fort Worth Product License Date License MicroStation SE 3/22/99 2773446458 0998157700501I Registered 1145887 Kathleen A. Winters City of Fort Worth City of Fort Worth Product License Date License MicroStation SE 4/5/99 2773421852 10186617005011 Registered 1145887 Kathleen A. Winters City of Fort Worth City of Fort Worth Product License Date License MicroStation SE 3/22/99 2773421309 1067740700501 Registered 1145887 Kathleen A. Winters City of Fort Worth City of Fort Worth Product License Date License MicroStation SE 3/22/99 2773418633 11240007005041 Registered 1145887 Kathleen A. Winters City of Fort Worth City of Fort Worth 10178301700202 Product License Date License MicroStation SE 3/22/99 2773418186 1130339700501l Registered 1145887 Kathleen A. Winters City of Fort Worth City of Fort Worth Product License Date License MicroStation SE 3/22/99 2773418234 214810987005041 Registered 1145887 Kathleen A. Winters City of Fort Worth City of Fort Worth 13504123700201 Product License Date License MicroStation SE 3/22/99 2773447364 15362537005041 Registered 1145887 Kathleen A. Winters City of Fort Worth City of Fort Worth 13289007700201 Product License Date License MicroStation SE 4/5/99 2773446715 1844705700501I Registered 1145887 Kathleen A. Winters City of Fort Worth City of Fort Worth Product License Date License MicroStation SE 4/5/99 2773445733 1926445700501 Registered 1145887 Kathleen A. Winters City of Fort Worth City of Fort Worth Product License Date License MicroStation SE 3/22/99 2773443365 1966315700501 Registered 1145887 Kathleen A. Winters City of Fort Worth City of Fort Worth Product License Date License MicroStation SE 3/22/99 2773442981 Page 2 of 3 Serial Quick List April 5, 1999 16850 City of Fort Worth 1000 Throckmorton St ISS/GIS Fort Worth, TX 76102-6311 USA Serial Status Contact Registration Name Registration Company Prev. Serial Host Name ft054615o7j Registered 1145887 Kathleen A. Winters City of Fort Worth City of Fort Worth Product License Date License MicroStation SE 3/22/99 2773241982 105711187005011 Registered 1145887 Kathleen A. Winters City of Fort Worth City of Fort Worth Product License Date License MicroStation SE 3/22/99 2773242650 1106738437005011 Registered 1145887 Kathleen A. Winters City of Fort Worth City of Fort Worth Product License Date License MicroStation SE 3/22/99 2773249938 1106744947005011 Registered 1145887 Kathleen A. Winters City of Fort Worth City of Fort Worth Product License Date License MicroStation SE 3/22/99 2773249944 1106766387005011 Registered 1145887 Kathleen A. Winters City of Fort Worth City of Fort Worth Product License Date License MicroStation SE 3/22/99 2773249966 1106813577005011 Registered 1145887 Kathleen A. Winters City of Fort Worth City of Fort Worth Product License Date License MicroStation SE 3/22/99 2773250015 ft764447700501l Registered 1145887 Kathleen A. Winters City of Fort Worth City of Fort Worth Product License Date License MicroStation SE 3/22/99 2773248059 X20309756700801 Registered 1145887 Kathleen A. Winters City of Fort Worth City of Fort Worth Product License Date License MicroStation SE 4/5/99 2773450589 0341358700801l Registered 1145887 Kathleen A. Winters City of Fort Worth City of Fort Worth Product License Date License MicroStation SE 4/5/99 2773450137 0347754700801l Registered 1145887 Kathleen A. Winters City of Fort Worth City of Fort Worth Product License Date License MicroStation SE 3/22/99 2773450201 0704021700801I Registered 1145887 Kathleen A. Winters City of Fort Worth City of Fort Worth Product License Date License MicroStation SE 4/5/99 2773446491 0704244700801j Registered 1145887 Kathleen A. Winters City of Fort Worth City of Fort Worth Product License Date License MicroStation SE 3/22/99 2773446489 Page 1 of 3 Serial Quick List April 5, 1999 16850 City of Fort Worth 1000 Throckmorton St ISS/GIS Fort Worth, TX 76102-6311 USA Serial Status Contact Registration Name Registration Company Prev. Serial Host Name 22937110700501 Registered 1145887 Kathleen A. Winters City of Fort Worth City of Fort Worth Product License Date License MicroStation SE 4/5/99 2773398885 29464387O0501l Registered 1145887 Kathleen A. Winters City of Fort Worth City of Fort Worth Product License Date License MicroStation SE 3/22/99 2773398784 2950862700501I Registered 1145887 Kathleen A. Winters City of Fort Worth City of Fort Worth Product License Date License MicroStation SE 3/22/99 2773399004 2973591700501I Registered 1145887 Kathleen A. Winters City of Fort Worth City of Fort Worth Product License Date License MicroStation SE 3/22/99 2773399056 2974316700501I Registered 1145887 Kathleen A. Winters City of Fort Worth City of Fort Worth Product License Date License MicroStation SE 3/22/99 2773399048 3676566700501 Registered 1145887 Kathleen A. Winters City of Fort Worth City of Fort Worth Product License Date License MicroStation SE 3/22/99 2773395849 26758620700504 Registered 1145887 Kathleen A. Winters City of Fort Worth City of Fort Worth 10102119700201 Product License Date License MicroStation SE 3/22/99 2773361261 8621963700504 Granted 1145887 Kathleen A. Winters City of Fort Worth City of Fort Worth Product License Date License MicroStation SE 4/5/99 2773379977 Serial Count: 32 Page 3 of 3 05/18/1999 70027072 Customer Number Purchase Order Number 4025944 C17235 Contract Number: 40009366 PaymentTerms .,. after invoice date ::...................... :Net30daysft Remit Payment to : Bentley Systems, Inc. PO BOX 15894 Wilmington, DE 19850-5894 EIN : 95-3936623 Item Article Description Quantity 10 1003 MicroStation SELECT Subscription CSP Discount Subtotal excluding Tax Selling Partner : Bentley (Direct Support) Support Provider : Bentley (Direct Support) Billing Period From : 03/19/1999 To : 03/18/2000 Final Amount Federal Tax II) # 95-3936623 City of Fort Worth Kathleen Winters 1000 Throckmorton FORT WORTH TX 76102 USA Please reference your customer and invoice number with your payment Gross Price 32 20,000.00 -9.00% Net Price 20, 000.00 -1,800.00 18,200.00 18,200.00 Please Note: If Payment is not received within the terms listed above, your ability to download products or applications via SELECT Stream may be suspended until all past due payments have been received. For Customer Service or Correspondence, please contact: • Bentley Systems, Incorporated • 685 Stockton Drive Exton, PA 19341-0678 • Tel: (800) BENTLEY -#3 • Fax: (610) 458-2876 City of Fort Worth, Texas "Agor and Council commu "icatio" DATE REFERENCE NUMBER LOG NAME PAGE 2/2/99 **C-17235 04BENTLEY 1 of 2 SUBJECT SELECT PROGRAM AGREEMENT FOR COMPUTER AIDED DRAFTING/DESIGN SOFTWARE WITH BENTLEY SYSTEMS, INC. AND THE ASSIGNMENT OF SERVICES TO INTERGRAPH CORPORATION RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute SELECT Program Agreement with Bentley Systems, Inc. for an amount not to exceed $20,000 for the support and maintenance of Bentley Systems, Inc. software for one year with options to renew in one-year increments for two years. DISCUSSION: The City began purchasing computer aided design software, MicroStation, in 1996 from Intergraph, Inc. to replace the old, unsupported TekniCAD software in the departments that produced and maintained maps. All TekniCAD maps have been converted to MicroStation as a first step in implementing a Geographic Information System. Effective July 1, 1998, Bentley Systems, Inc. (which owns MicroStation) and Intergraph (the City's chosen Geographic Information Systems (GIS) software vendor) revised their relationship. The City is required to either obtain support and maintenance from Bentley or authorize Intergraph to act on Bentley's behalf under the terms of the Bentley Systems, Incorporated SELECT Program Agreement. Bentley Systems, Inc. is the sole supplier of support and maintenance enhancements to their product. Under the proposed amendment, the City will retain Intergraph to provide first line support, maintenance and other services for the Bentley owned MicroStation. The decision is based on the ease of dealing with one vendor that knows and understands the City's GIS needs and that has provided excellent service in the past. The City will pay Bentley Systems, Inc. for the services that will be delivered by Intergraph pursuant to the agreement, for an amount not to exceed $20,000. The term of the proposed agreement will be for one year with two options to renew for consecutive terms of one year each. City of Fort Worth, Texas "Agor Acid Council commulmicatio" DATE 2/2/99 REFERENCE NUMBER **C-17235 LOG NAME 04BENTLEY PAGE 2 of 2 SUBJECT SELECT PROGRAM AGREEMENT FOR COMPUTER AIDED DRAFTING/DESIGN SOFTWARE WITH BENTLEY SYSTEMS, INC. AND THE ASSIGNMENT OF SERVICES TO INTERGRAPH CORPORATION FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that funds are available in the current operating budgets, as appropriated, of the General- Fund, Water and Sewer Fund, Engineering Fund, Information Systems and Services Fund and Aviation Fund. CB:j Submitted for City Manager's Office by: Charles Boswell 8511 FUND ACCOUNT CENTER AMOUNT CITY SECRETARY (to) APPROVED CITY COUNCIL FEB 2 '09 il v)) l.c1 CityrSecrefary of the City of ForoVorth, Texas Originating Department Head: Michael DiPaolo 8450 (from) P168 539120 0041010 $1,875.00 Additional Information Contact: Michael DiPaolo 8450 P168 539120 0046000 $1,875.00 PI19 539120 0301000 $7,500.00 GG01 539120 0361010 $ 625.00 GG01 531450 0065000 $1,250.00 GG01 539120 0201001 $ 625.00 GG01 539120 0202501 $ 625.00 GG01 539120 0203001 $1,250.00 GG01 539120 0221000 $1,250.00 PE45 539120 0602502 $1,250.00 PE45 539120 0702502 $1,250.00 PE40 539120 0551000 $ 625.00