HomeMy Public PortalAbout2011.09.13 Bentley Systems Inc Select Program Agreement% 13G of teg"
BENTLEY SYSTEM 3, INCORPORATED
SELECT PROGRAM AGREEMENT Bentley SELECT
NORTH AMER);CA
Ben llgy SELECTATeement CEA Nurrte /46- .17/63 15
his SELECT Program Agreement (together with ail exhibits and attachments hereto as in effect from trine to time, the "Agreement') is made es
of the Effective Date by and behrten Bentley Systems, Incorporated, a Delaware corporation with its principal office and piaee of business at 585
Stockton DM.; Exton, Pennsylvania 19391, and life subscriber identified befow ("Su'mei-Merl. All references herein ro "Bentley'. include Bantry
Systems, lrtoorporaled and its dirzet and indirect subsidiaries.
Subscriber desires to enter into this Agmcmcnt to sttbs...rib. to the Bentley SELECW program ("SELECT Program"} to acquire licensing
privileges and services offered from time to time under the SELECT Program, all as ntore fully described in the lettered exhibits attached hereto_
Subscriber, upon signing this Agreement, is bound by the tarns of this Agreement and Exhibits A and B hereto, Subscriber shall he bound by any
untended or supplenreaal exhibit provided by Bentley upon Subscribers license or purchase of products or services to which such amended or
supplemental exhibits apply, The lettered exhibits attached to *is Agreement are incorporated heroin and made a part of this Agreement, us such
exhibils may be updaled, amended and suppiernented with addiiienai exhibits from time to time upon thirty (31)) days after delivery through
eleetronic or other means to the Subscriber; provided, that as to particular products and services licensed orpurchtsed h=eundcr, Subscriber shall be
bound by the form of the exhibits in effect at the time the produets or services are Ecertsed or provided. Upon any renewal of this Agreement, the
updatod, amended or supplemented exhibits in c�7ect at the time of stair renewal, if any, shall be applicable tp all licensing privileges and services
under the SELECT Program provided from and after the date of such renewal. Notwithstanding the foregoing, unless Bentley and Subscriber agree
otherwise by a writing duly executed by authorized representatives of the parties, no amendment or supplement to the exhibits to this Agreement
afire any Parpeteal iieense purchase shall limit or impair the rights o f Subscriber under the perpetual license terms and conditions in effect at [he time.
suelt [icanac is acquired. '
For definitions of the capitalized tarns used In this Agreement and the Exhibits hereto, sec Section 1 of the general Term; and Conditions
included as Exhibit B. The term of this Agreement iv set tbrth In the Getcrnl Terms and Conditions under the caption "Term;
Termination." The terms of ail Prod net licenses acquired hereunder shall be as set forth in Section 5 of Exhibit A to this Agreement, and an
Prudact licenses hereunder are subject to the termination provisions applicable to such licenses in Section 5 of Exhibit A to this Agreement
and En the General Terms and Con onions. Subscribers rnayy not use the licenses, Services and tither bena5ts provided under rills Agreement
for purposes ordcvelepiny SORIVSI re applicatio ns for distribution outside of their organization or for providing end -user Irxining out Bentley
Products other than to internal end users, If your o E2ni .teen -fsirs into ellher of the foregoing prohibited categories, then please contact
Bentrcy about other programs that arc baiter suited for your business.
BY SIGNING BELOW, SUBSCRIBER ACX„NOWLEDGES THAT, THROUGH ITS AUTIfORTZED REPRESENTATIVES, IT ILAS
READ AND UNDERSTANDS THIS AGREEMENT (INCLUDING ALL ATTACHED. EXHIBITS), AGREES TO EE BOUND BY THE
TERMS AND CONDMONS CONTAINED HEREIN AND HAS THE AUTHORITY TO %.ttil7p;R iNTO THIS AGREEMENT,
SUBSCRIBER IS NOT ENTERING INTO THIS AGREEMENT ON THE BASIS OF ANY REPRESENTATMNS NOT EXPRESsLy SET
FORTH }MEIN. A FULLY EXECUTED COPY OF TBIS AGREEMENT WILL BE RETURNED TO SUBSCRIBER AFTER TH(S
AGREEMENT IS APPROVED AND ACCEPTED BY BENTLEY.
SUBSCRIBER
'City of M cant'
C sni.any Al'I 5
r '} •� f
Sipnai'^
Lindley Kirkpatrick
Printed Nam:
City Manager
Tide
lanai[ Address
oodles: 218 East Pork Street
McGarr, ID 83633
Tercphonc: (208) 6S4-1003
D..ra &i&t<:; September 13, 21311
SE1042520-3,M05 Sin
•
BF.t\TLEYSYSTEMS, INCORPOR,4TED
SI
printed Avirji—B-e-t-0`t4
nth, y' i.alOperations
685 Smcktnn P_rivo
Exton, Pe+rnsylvanin 19341
Terepbonc: G[0-1jR.5070
Date Signori: 13 S`/6'r-2-0 l[
BENTLEY SELECT PROGRAM AORHF,MF,NT
SELECT Program 13 cnc r is
i.xhibit A
Dated as of January 2010
L General,
Subscriber agrees to purchase SELIiCL Frograrn coverage. far all
Bentley Pmciuets licensed and CALs acquired by Subscriber_ Bentley
shell provide SELECT Program services CO Subscriber for all Bonney
Products licensed by Subscriber, subject (Co the provisions of this
Auleeu,ertl- Subscriber may complete and subunit Lo Bentley a
supptenrental form referenced by Bentley as Attachment I
("attachment 1"), and if completed Attachment 1 shall he
incorporated into This Agreement, provided that (except with respect
to the duration afthc initial tom of the Agreement) in the grant of
any inconsistency between this Agreement and Attachment 1, this
Agreement shall control with respect to Subscriber's SFT,ECT
Profrdrn subsCriptiun. Any additional Bcnticy Produces Hewed by
Subscriber during the term of this ALmxmcnt shalt he added
autonlaticaiiy to Subscriber's SF.T.F.CT Program cclvcngc hereunder
and the additional. SELECT Program Fees will be included in
Subscriber's periodic invoices for SELECT Pltgrum service~,
S13lECT Support Services
2.01. Bentley may provide S1i11 c r support services m Sui:..criber either
ditecliy Or, at its discretion, through autharizel Bentley Channel
Partners. A Channel Partner's ituthurizuiiiurt may be Limited to a
particular Site or Siccs. Subscriber acknowledges that Channel
Partners UM independent cnntracmrs of Bentley, and that there is no
employer/employee relationship between Bentley and its Channel
Partners.
2.02. Bentley shall pcovide Technical Support services to Sii1ecriber,
which includes telephone, facsimile, electronic mail, and Internet
based support to assist Subscribers regarding the use of Reur[ey
Products, CALs and service3 (huveyer, not to include pmfatciorltri
services or proicssional training selvites) and roslsonable citlrrru to
r�porid to technical inquiries within four lanes during reeu]ar
business genes. The telephone portion of Technical Support services
will be available Seven days.a week, 24 hours per day, piovided that
attar nonual business heel,, at a Subscriber's regional suppol!
location, Subscriber may be required to contact another Bentley
support center.
2.03. Bentley shall have no obligation to provide a response or other
service hereunder if SILbscriber s technical inquiry is caused by; (a)
inc-or snttion or attacluilcnr of a feature, program, or device to a
Product not approved or supplied by Bentley; (b)- any
noncenfotrnance caused by accident, transportation, neglect, misuse,
alteration. modification, or enhancement nfa Product; (c) failure Lu
provide a suitable installation environment; (d) use of the Product
other than as described in its Document Set or as authorized under
this Agreement; or (e) failure to incorporate any Update previously
released by Bentley. Deniley shall offer SELECT support secvicxs for
3 givm version ors Product, fur at lest twelve months, ur until ten
Upgrades have been released by Bentley, whichever occurs first
2.64. ]f Subscriber experiences 3 production -stopping anomaly, Bentley
will use good faith effects to create an appropriate so]ntinn and
deliver it eleclrunirolly, or through such ether means as Bentley may
choose in its sole discretion.
3- Cpgntdcs, Updates, and Platform ]rscl10ngcs
3.OL. Subscriber shall have the right to receive, at no additional charge
(other than shipping and handling, if applicable). Upgrades and
Updates far each Pmcfhrct covered by the SELecrProgam es such
Upgrades and Updates become available. Subscriber she!] also have
the right to exchange, at nn additional Charge (other than shipping and
handling, it applicable}, a license fur a Product (other than a
Subscription License) Covered by the SE•Lrl:f Program cot one
5ELDD2s2o-1J0205 6111
p[attbmt for 211 equivalent license fur such Product nu another
platform (a"Ptatfnrnl F..tcitattge"),
1.02. Such Upgrade, Update, 0r Plot fonn Exchange may !sc in
downluatlable electronic form, or any other menus r,s Bentley may
chouse from time to time in its sole discret inn.
3.133. in ardor for Subscriber• to be eligible to receive Upgrades, Ilpdores, ur
Platrohm Exchanges, Bentley may require that Subscriber first return
the Product (or component thereof, such as hardware 'lock of CT).
kOM) subject to the Upgrade, tipdsle, or Platform Lxchangc directly
to Bentleys
3.04. ]f Subscriber rctetves as Upgrade and uses such Upgrade thcr,
Subscriber's aggregelte use ot'the Upgrade and the original troduct
subject to such Upgrade may not cnrxi the number of licenses
purchased for such Prnrlgcr_ If Subscriber rccctvcs a Pfalfp,rr,
Exchange then Subscriber must irnnsediolely cease using the original
Produce subject to such Plarfornl F.xclianze.
4. • SEJ.FC:T [Marne_
Subscriber shall receive access to SELECT Qnline as set forth below
and in more detail in the applicable online agreement found at
svuw.bentley.com {the "Online Agreettlent" ):
4.01. Bentley may, from rime to time, offer certain services, includinu_ but
not limited to, training services, to its SELECT subscribers on a
computer online service, electronic bulletin hoard, Internet site or
through techno]aby developed ire the future ("SELECT Orstinc").
Subscriber shall use S].LECT Online only in accordance with and
subject to this Agreement, 1he terms provided herein and us
sultplenteiiled from time to time in the Online Agreement that is a
condiltou precedent to use of SF[.F.CT Ordine. The Online•.
Agreement suirpfernents this Agreement hen does not supersede it in
any respect. In rho even of u conflict between the Online Agreement
and this Agreement, the telnrs cif this Agreement shall cnburul.
4.02_ Bentley shall have the sole tight to control the format content,
delivery and an other aspects of SF.T,P.CT Online. Bartley s pcci fitsliy
rescrvcc the right at any time to modify the information provided
ihtaugh SE].F.CT Online, discontmuc any portion of SE[_EC'T
• Online. er terminate the SELECT Online scrviee ahogether :}incout
providing Subscriber any prior notice.
4.03. Absent a written agreemeatt with Bentley to the contr..ry_.Suhscricrzr's
use of SELECT Onilbe cunsiii ales Subscriber agreement to be bound
by the Lemvs of the Online Agreement,
S.
5.01.
Frnduct Limns fog
General.
(a) Existing Licenses_ Bentley c.id Subscnbcr scree thou Ilse terms
of this Agscemcnt sE1311 amend and supplcmcnr a]t livens;
agreements existing as of the F.Tfeciive Date tar P,niucts
(including prior versions thereof). Tu the event of a cnnficl
between the terns or any license agrccmeeti existing as of the
Effective Dace for Products and the terms ()fill is Agreement, the
terms or this Agreement shall control until termi,taliun of this
Agreement, whereupon, with rupees to any perpetually licensed
Products, the terms of the license agreement provided with the
Product upon its delivery to Subscriber shall govern
Suhg Alec';, use orany such Product-
(h) Future Licenses, In the event that Subscriber acquire. (Jr
[icense9 a copy of a Produce, Subscriber's use of such P,ndlu:t
shalt ire governed by the census of Ile license aerccmcnc
Nave 2 0l 17.
BENTLEY SELECT PROGRAM AGREEMENT
SELECT Prom Benefits
Exhibit A
hated as of 1 isnuary 2010
provided with the Product upon its delivery to Sobsetilser, as
aincndcd or supplemented by the tents of this Agreement in
effect at the time of such purchase. Subscriber hereby agrees
that its downloading or use ot'any Products delivered ro it shalt
constitute Subscriber's acceptance of the license agreement
terms provided with the Product upcm its delivery to Subscriber.
IC Subscriber licenses additional copies of a Product that is
alrf t1y licensed by Subscriber, such additional licenses may be
authorized through delivery ofa new License Key and without
delivery or download of any addirinna] Product. Tn suck
instances_ Subscriber ages that the license aLrcement terms
contained ur cruss•rcferencrd its the License Key shall gos. m
Subscriber's ore of such Product- In the even of.a conflict
between the terms of the license agreement provided wills
Product upon its delivery ro Subscriber and the rants of this
Asjrmemcnt in ctlect at the time such Product is purchased, the
terms of this Agreement in effect at the time such Product is
purchased shall control for the Icrm of this Agrcrrmcnt.
However, with respect to any perpetually licensed. Product,
upon any termination of this Agreement the terms and
conditions of the ((cense agreeettcnt provided with the Product
upon its delivery 10 Subscriber shall govern Subscriber's use of
the Product.
(e) tio'll-ansfers. Subject to Section $.Q! ofExhibit Et, Subscriber
shall not sell, transfer, assips, grant a scouriry interest in,
sublicense, loam, [mast or rent any of its rights under its CAI or
licenses to use Bentley Products without the prior written
mnseut of Bentley. If consent is given by Bentley, Subscriber
may permanently transfer a licenms.e to another maul user,
provided all software and rr'bited docunlerillliun and media
cavrrtxi by such ]lance arc transferred to 111e iraasferoe end
user and the Subscriber does not rcrain any copies thereof, and
provided further that the transferee end user agrees in writing
with Bentley lu cuter a!t of its CALs and licensed Pmducts
udder llte SELECT I'rogrim and be bound by the icrms oftlse
license agreement Chen in effes.1 for such CAL or Product.
(d) ltu Commercial Hosting. ProdueLs Me l icensed for Production
Use only, Products may net be used to provide commercial
hnsdng services or as the. basis Cur fen or transaction hascc[
services.
5.02, Licensing Programs. Unless otherwise specifically set fort[! herein,
Rentley Prprineis are licensed on a Per Device basis as set forth in the
applicah]c end user license that ships with the Bentley Product. The
following. ticonsing programs arc not available fur ail Products; please
check SL•LLCr Online to see which Products are eligible for the
respeeiive licensing programs (absent a specific decignaliun of
cligilsiliry, a Product is ineligible for any such program). Bentley
rescrvcs [Ile adll or remove any Product from eligibility for
licensing under the following pmgraotc. Bentley rme reel the right to
discontinue any of its iiccstsing programs at any lime, without notice
to Subscriber. 1lowzvcr, until renewal or termination of this
Agreement, such tennio:niun of any licensing program. shall not affect
the licenses for Products prcviolz$Ey granted pursuant to such
terminated licensing program. For purposes of clarity, all liccnso
previously panted pursuant to a terminated licensing program shall
terminate upon the renewal or termination of thi S rigreernestl.
{a)
Pooled Licensing_ it- a Produce is designated as Cliyibfn on
SELECT Online, then Bentley ltcrclly grants t0 Subscribes a
iimitod nan-transfcrablc non-exclusive right to use such Product
for [Ruductic% lise only on multi-user computer networks, and
la install a liec.msed Product on mare than one conspirccr or hard
disk, provided that all users under this arrangement ate el the
S1mrre Site and the number of users that Use a Product during
:any cue interval dues not exceed the number of copies of such
Product for wlriclt Sulaeriber hus licenses at such Sitr. Any
sklfoss20-1/Peso5 Vat
Subscriber using pooled licensing hereby agrees to install and
implement Bentley's SEE.ECTscrvrr or such other Bentley
licensing technology as may he rcgtsirtt] by ]3endey front lime
to time to monitar usage_ Subscriber agrees and acknowledges
that Bentley's SLLJICTservcr will Bert time co rinse lraa¢nsll to
Bentley the usage log files generated by SE[.ECTscrvcr or such
other Bentley Licensing technology. Subscriber erects to allnw
11se a]sas'e Intnsrnission to Bentley or otherwise to transmit to
Tlentley true and accurne copies of such usage log tiles. For
purposes of clarity, the right to pool fieenses of Products grantee]
ro Subscriber pursuant to this Section 3.02(rt) of Exhibit A shall
terminate in the event or any termination .or nomeertewal of this
Alprrztant, notwithstanding that the subject Produces may be
licensed on a perpetuate basis. "lime pooled licensing benefits act
fonh in this Section 5.02(a) of Exhibit A arc not applicable to
5crvee Products, Cfienl Software and associated CALs.
(b) Na-Charge Licenses.
(I) if a Product is designated as eligible on SELECT Cl:dicta,
Subscriber is hereby entitled an a non-exclusive basis,
without payetlent of ]itsrnsc fees but otherwise subject to
the terms of this Agreement, to create Production Use
copies, for usc only by Subscriber, of certain Products
made available by Bentley from [line cn time and which
are designated by Bentley as no -charge software,
Subscriber is entitled to redistribute such Produces, whirls
ate designated by Bentley as available for each
redistribution, in ot.1cl ine readable form to third panics CO
which Subscriber distributes its Bentley Products tiles;
prov(dcd that Subscriber procures each such third psrry'n
agreement not to fur]her redistribute such [ :oducts. Unless
Bentley specifically authnrEres otherwise in writing. such
free licenses 'ranted. or redistributed hereunder will expire
upon termination of this Agreement.
(2) For eadr of Subscriber's licenses of a Pensive( designated
hu Rentley OD eligibfean SELLCI Onlinn. Subscriber may
at no charge rcec iva a single C:AL allaying one addith>ual
User (which User may, under the terms of Section i.(12{f)
of Exhibit A, be an Extcmal lJser) of that desiaurad
Product to install and use Client Sofnvarn m access ;my
properly licensed Server Products, !Or Production (1st., arid
in accordance with Satins 5.112(f) of Exhibit A. Such
C,Ls grantee] hereunder will e.spire upon termination of
this Agreement
(c). Horne Use Licenses. Unless Subscrilsia notifies Bentley in
w riting that Subscriber's employees shelf not be entitled to
obtain horse use editions of a Product. Bentley will distribute
upon an employee's Inquest made through Subrct'ibcr' . site
administrator, and permit Subscriber's employees to use,
without charge, home usc editions of certain [inducts (ter
w hich Seth editions are available, as designated on S1lLfiCf
Online) in accordance with the terms SC( forth in the license
agreement provided with such Borne use edition ol•a Prndtci, us
unaided and supplemented by this Agreement Resuictirns ua
house tr:e licenses include the fnlintvitrg: home use. licenses arc
nut permitted to be used for Production Use or any commercial
use, including training; horny use licenses ate net for use in
Subscriber'% ofriees; home use licenses may not be stored an
any electronic media; home use licenses roast lie permitted in
Sufis rihcr'sjurisdictiutt, The total number or home use exlitiars
available to Sulsccrltcr's employees may not exceed the number
afSubscriber's Product licenses to which the home use editions
relate. Menlo ri editions of Prodsizts arc i11eli0i)le for
Technical Support even if Subscriber has purchased SELECT
frogam strikes. Subscrlhcr shell nut be rrsparsihlc for
ensuring cainphance by its employees wills the Hensler home
Fogc.1.i i.
(J)
(e)
BEN' 1.,EY SELECT PROGRAM AURF,EMENT
SET FCT Program I3cnstfits
Exhibit A
Dt tc t1 as ofJanuary2010
use air snse, nor shall Subscriber be liable the any breaches of
such Ikons' by its employers. Such home use licenses grained
hereunder will expire upon termination of this Agurmcnt.
Evaluation or Produets. if a Prvsiuct is ds uignilted us eligibJc
on SILLLECf Online, Bentley hereby grade 10 Subscriber,
subject to its compliance with the pmecriures of this Section
5.02(d) of Exhibit A, a limited non -transferable urn -exclusive
right to create, using SELECT Online (following the rcgisbatinu
requirements set forth on SELECT Online), one (]) copy per
Site of each Product contained on SELECT Online solely for
Evaluation Uso of such Product, ployideJ that Subscriber shall
have no nuht to create evaluation eopi. Of Products previously
licensed by Subscriber. The duration of unc of an evaluation
copy shad[ riot exceed thirty (30) days, and Bentley nsay provide
the Product with a mechanism that will cause the Product to
time out or expire after thirty (3i1) days. Upon the miller of the
conclusion u f sorb (30) day evaluation period or the tenninxiion
of this Agreement, Subscriber shall destroy al! copies of
Products created for ev.lici(ion hereunder and, srpon request by
Bentley, certify such dastruclion in writing,
Subscription Licensing.
(1) Subscriber may, upon 13cnticv s approval, license Certain
Prutlucls, ur acquire CALs, for a specified term (a
"Subscrlp(iolt License'). A Subscription License may
entitle Subscriber to Eicent,e rights in a single Product (a
"Product Subscription") or a speecfied portfolio of
Products (a "Portia lip Subscription") for Production Us:,
in Object Ccx!e form and within the Cnuntry. Each
Portfolio Subscription is licensed far use en a single
computer al one time, and its component pans or
individual Product elements, if any, may not be separated
for use cm atom titan one computer, To be eligible to
participutc, Sulscriscr roost Erie current ea aft outsr,mding
invoiocs for amounts owed to Bentley.
(2) The license term for a Product Subscription or Porttolio
SuEt,ription :hell corona -Ice upon Subscriber's receipt or
the License Key and, unless mrlier terminated, shall
continue Tbr the retraining current tent' of the Agreement
or such shorter term (not less than ant: (]) month) ac
Slrbircriber may elect at the time the purchase order is
delivered. and Irilceterrl in llie T-icense Key (the "License
Term'). late License Term (and each snceessrive lean)
shall automatically renew at its cxpirotinn for a successive
Cerro equal to the then remaining term of the Agreement,
nr such shorter term (not less than unc month) as a
Subscnbcr may ciccc at the time or such renewal, unless
either party gives notice of its eleclion not Lo renew the
License Tenn at Least thirty (30) days prinr to she
expirntion of die then current tern. The License Terns for
a pal rindar Product Subscription or Portfolio Subscription
shall terminate upon termination of the fi cement or in
the event of non -renewal at the end of the then current
License Terns as provided in the preceding sentence
The fees iri effect as of the date n Subscripton License for •
a CAI, Produce Suboeriptiun or Portfolio Subscription is
iniriated or renewed hereunder shall remain in effect for
such CAL. Product or Portfolio Subscription until the
cxpimdnn or renewal date of the License Tenn for sash
CAL, Product or Portto[io Sutscr[lnion. Olt 11re rnretsal
date- the prices in effect on such dale shall be applicable.
(4) During, the License Tenet, and any renewal. cony all
Subscription Licenses for C:ALs, Product Subreriptions
and po'tfOSo Subscriptions shall entitle Substnibtr to all
(3)
551102520-1/0005 E111
(5)
(6)
SELECT Plograrn services that the same CAI.s ur
Products under a perpetual license would entitle
Subscriber to receive.
Subscriber recognizes that ncc CATS, Peoducls and
Ponfolias acquired ur licensed under a Suhscripiiun
License am Provided to Subscriber for use only Co: the
ipplicablc License Tenn or any rerrewal term. En no event
wit I a Subscription License cnsttierue beyond the expiration
or earlier termination of the SF.[.F.CT Agreement under
trhfeh it is printed. Subscriber rccogniuXs that CAL
Subscl•iptiores, Product Subscription; and Portfolio
Suhscripcioas may be detivered ra Subscriber with
embedded Time Clocks- Subscriber agrees that Time
Clocks are not considered a defect of such Subscription
Licenses and releases Bentley from any and all claims,
however chalncterived, ;rising from ar rclaccd m Time
Clocks or their operation, Subscriber may not moans or
evade Time Clocks.
Tit the avenl of any iticarnistcncy hciscco !his Seetior,
5.02(e) Of Exhibit A and any other Section or Exhibit of
this Agreement, or Esenweers this Section 5.0)Z(e) of Exhibit
A and t]lc tercets and conditions in the license agreement
provided with any Product or CAI, that is the subject ofa
Subscription License, this Soctinls S.02(e) of Exhibit A
shall control with respect 10 Subscription Licenses.
(1} Client Software Benefits. "Client Arecss License" or 7'C'AI."
is a license right to instal] and use Software and permit
(_I.er to access Server Products licensed by Subscriber, if Client
Soiivare is designated as eligible all SEE•ECT Online.
Subscriber army, up to the iota/ number of CAIs licensees by
Srbseliber, for Production Useon[y! (1) insralI and use Client
Software; (2) perosit Users, including External Users, to 9Cc•Rss
Server Prnduccs licensed by Subscriber, and (3) access Serve'
Products licensed by an External User, and the total number or
CALs counted as used hereunder shall be the number of unique
(ism, which number shall incLudc External (]see;,, recorded in
the usage log files transmitted pursuer( 10 this Section 5.02(f),
during the term of this Agreement- 'The parttes ecknnsvintge
and agree that an Exrentai User may be permitted la access
Server Products licensed by Subscriber using sl CAL owned by
that External Use. Subscriber access to transmit rn Beiis!ry.
upon Bentley's request, lrtin and accurate topics of the asige
log files generated by Server Products or such oil-zr Bentley
licensing technoJoa as may he required by Dentfey from time
co time, anJ information identifying any External laser that has
accessed Server Products Iicesscd by Subscriber. Lpun
expiration or earlier termination of this Agreement, the ccrnss of
the license aercemcnt provided with the Client Software and the
CAL shall thereafter govern am Lac of such Client Software end
the associated CAL, and Subscriber shall no Iongs;r be entitled
to the Client Soflwurc Benefits as set bolts in (his Section.
(g) SEI.F.C" I's.ervee. Subscriber may, upon iicndev'c approval, and
OE no charge, receive a Subscription License for Brntlry's
SL.LECTscnrer Pltxfuci (or such other server -Eased ]iCense
management techuoing>. that Bentley may oar), The rcrnss of
Subscriber's use of the SFi-F.CTseever Product shall 1>c as. scr
forth in the License alp -cement provided with the SLLitC l:servo
Product, as such liens arc amender! or Supplemented in this
Agreement. Subscriber acknowledges rlsnt SELL-CTserver (or
such other serer -bused license management tcdsnnlnpy th;r!
Bentley may wirer) may be delivered to Sutrecrilser with
embedded Time Clocks. Sul.xicribrr ;gran that Time Clacks Are
not considered a defect ofthe Produer and relq sea benticy front
any and all. claims, however characrcrircd, arising frr>m or
related 10 Time Clocks or their operation. Subscriber swine nut
Peer or12
BENTLEY SELECT PROGRAM AGREEMENT
SELECT Program Bello EIS
Exhibit A
Dated t S. o£January 2010
remove or evade Time Clacks_ Subscriber agrees and
8CI]upw]edgea that Bentley's SELL"CTsen.er will from titre to
time transmit to Bentley the usage log files gcncrared by
SF.l.F.0 server Or Such other Bentley licensing technology.
Subscriber auras to allow the above 1ianscniasion to Bentley or
otherwise to transmit to 'Bentley true and rtrxuruic copies of
such usage ]our
G. SELECT Program Fees
6-U ]_ Subxribcr shad! pay to Battle'', the spplinable SELECT Program Fee
in effect for each Product licensed nr CAT, acquired as of the.
EEreciivr Date of This /i pocment_ Subcccnibrr shall pay to Bentley the
applicable SELECT Program Fee in effect for each additional Nadler
Ilecoscr] or CAI. acquired during the tern hereof es orate rate such
additional Product license or CAT. is purcL, red- With respect to the
Products licensed or C:A[.s acquired by Subscriber during the term of
the Agreement, the fees in place as of the F.tiec(ive Dale, or, with
reslkn re , dditiunal Products licensed or CALs sequined, as of the
date of such purchme, shall remain in effect for the Subscriber unri]
the date of the next renewal of this Agi eenterrl, at which time the tees
shall be changed to these charged by Bentley as ofsuch rencual date,
provided that no changes in to= liar Products nr CA1g covered shall
ltc elective rmtil thirty C30) days alter Subscriber receives notice of
such changes- Subscription Linens fees as sct forth in Seclion
S.02(c] of this F.ahibll A are inclusive of SELL'La- Program coverage
and no additional lhes for SF.T.F[T Program coverage shall apply for
Products licensed or C:AT c aoquired urx]era Subscription Linens.
6-02- (leadey she]] initially invoice Suhsoribcr far one (I) year of SL`•LLCr
Prngraitt Fees fur all Product licenses and CALs as oflbe Effective
Date of this Agreement- Bentley shall provide Subscriber will a pro-
rated annual invoice far all Product licenses and CALs purchased
during the first year following the F,ffective Elate afthis Agreement_
As of the first anniversary or the F.ffeclive Date oC this Agreement,
invoices fur SELECT Program Fees for Produel licenses and CALs
shall be issued quarterly or :urnua]ly. Invoices reflecting new Product
licenses or CALs will include a prorated amount. reflecting coverage
of the Product or C:AI, under the SELECT Program during sate
preceding invoice period plus the full amount for the turecnt invo[cc
period- !Senlley may modity ncm riming of invoicing hereunderar any
time.
6.U3. Calculation and payment Of the SJ LL•Cl- Program Fee hereunder
shall be based on the loco] prig: and 1pc;al currency of rho
Sultccriber'S Site where the rolatcd Products or CAIs are used.
setnoaozo-sJbea
PaggS of Li!
1.
EE:N' I'I_EY SELECT PROGRAM AGREEMENT
Genera! Terms and Conditions
Exhibit 13
Dated as of January 2010
Dentdtln us_
The capitalised words, hams and phrases in this .Agiuecnent shall
have the narniags set forth below_
L.01. "Agreement" morns the SELECT Program A anent executed by
Bentley and the Subscriber and sti exhibits, uttacltrnents and
amendments as in effect from time to tirnc.
1.02. "Bentley Products" or `Products" mean the software products, data
and other materials, previously or hereafter distributed by Bentley
through dctivcry mechanisms delermincl in Bentley's sole discretion
(including but nor limited to dictiibtttldn via SELECT Online through
tlownluard or by ordering through CD foimal) that Bentley makes
available to Suli}cribcr typically in Object Codc Sims only, far
licensing hereunder, i neluding Updales and Upgrrcics there°.
1,03; "CAL' shall be defined ss act Forth in Exhibit A, Section 5,02{1)
herein,
1.04. "Channel Partner" ur "Bentley Channel Partner'' mains
individuals and Companies who are authorized by Bentley to provide
SELECT support services as sei Furth in Exhibit , Section 2.
1.05. "Client Softnrars means software that allus+s a Device Lo access ar
utilize (or where applicable, be manages[ by} Server Products (and,
also wherc applicable, to utilize certain aspects at -the Products when
disconnected from the Server)_
1.011. "Country" means the coo:gry: (i) where the Fruduct is first detained
from Batley or a Channel Partner; or (ii) specified in the purchase
order for which a Production [Js.c copy of the Prrdnel may be- made
or the I'roducL is authorled. to be used.
1.07. °'Definldrin of i'=se" shall have the ntranitg set forth in each License
Key.
"Device' means a single persona[ computer, workstation, tenninal,
land held computer, pagta, telephone, personal digital assistant,
Server, or. n,her elect runic dorm.
e.09. "Distribute" means distriltution by Bentley thiouglr all means now
known ur hereinafter dcvc(opni.
1.10. "Decuurent Set" rne;nas, with resp%:t to a Prather, one copy of one
or more user guiders developed for use with such Product in clrtronio
farnLtat or such other former ss circled by 13ea11[ey in its rule
discretion.
1,1 I, " Effcciive Dal" means the date. that this Agmoment L9 aeccpte-1 by
Bentley as indicated un the first pace of this Acrccmcnt_
1.12. 4F.valustion lase" means the use of a Denticy Product solely for
internal evaluation of such Producl. Evhluatiun Use cxpecssly
excludes use in connection with onguing projects, use for
compensation of any kind, and Pmdu:onn tJsc_
L. [3. " External User' rnt-ans any Usea (not an organization} who is not
(i} one ofSubscriber's full -Lime, part -tine. or temporary cmpinyees;
or (ii) agency temporary personnel or an independent contractor on
assignment at Su[wcribcr's place of business or swrk-silt.
1.14. "T,icenee Key" means the document furnished by Bentley in
electronic ar such other threat es determined in Bentley's sole
discretion, to Subscriber idcntit}inu the Product licensed and
authorizing use ofa Product.
1.15. "License Terre shall be dclinxf as set forth in Exhibit A, Section
5.02(e1(2) herein-
sano2520-1ftoas 6111
I. I0. "Oblcct Code" means the Prnduets in a machine readable form deo
is not convenient to human understanding of the program logic, and
that can he executed by a computer using the appropriate operatin_
sysrm without compilation o: interpretation. Object Codc
specifically excludes source code.
1.17. "Online Agreement" shall be defined us set. forth in F.xhib[t A,
Section 4 heroin,
1.113. 'Order" shall be defined us set: ibrh in Exhibit C. Section ]_!)]
herein.
1.14. "I'rc-1::xistiog'Yorks' shall be dc:inetl ass set forth in Exl»Liit C,
Section I.OR heroin_
1-20- "Platform Exchange" shell he defined as set fora in Eshihit
Seciion 3.01 herein.
1.2]_ "Portfolio StrbScrip[iun" shall be defined as set foiih in Exhib;t A,
Section 5.02(e)(3) heftiin.
L.22, "Product Subscription" sha]1 be defined as set forth in Exhltit A,
Section 5,02(e)(l) herein.
1.23. "Production tire" means use of a Bentley Product in Object Code
form by a User or ikvice, as applicable, solely For Sul)sc,ibeet
internal prndix[ion purposes, and rxeltxies External []Secs (eaeupt
with respeer to use of CA [A and access of Server Products pursuant to
Exhibit A, Section 5.020) herein) and Svitx Lltlrcau Use.
1.24_ "Proprietary tuforunLtiuu^ shall be defined as set pooh in Exhibit
B, Section 3.0f{a) teenier.
L.25. `SELECT Milne" shall h<deimed as sal forth in Exhibit A, Section
4-01 herein.
1.26. FSF.1.FCT Progr. i4 Few" means the Fee for SF.1_F.CT Pruvam
services as set forth from ti,11,e to lime i n Bentley's sole discic9icci.
1-27- "SL.Uierscrvcr^ means Bentley's server -hired itcensin__
technology.
].2R. <Seria[ Number" means a unique number issued by ttenl[uv for
identification of a ir,'criivular cupy ofa Product, which nwnlrer shall be
registered to Subscriber and as.ivned by Subscriber to a p anicalar
copy of such Product_
1.29. Server" means one of Subscriber's cornputcrs that can runes Srrvcr
Pmduct.
] _30_
"Server Product" tlte[i is a Prtrducl that provides service,: ur
functionality to Subscribers Sciver(s).
1.31, "Service Bureau Usc" include managing, hosting, dietribctins nr
otherwise providing access to Products across n witle area network.
L.32. ssltei' [leans all of the disrrnte geographic laeatinrth ai which
Subscriber llscs or ntanapcs the operation of Products within [ha
geographic hnundarics of a s ilig[e Cowry.
1,33. "Scrbscribcr" shot! Ec dcBncd a9 set faith un the front page of this
Agrucrmatt, urd with respect to t:se of Lrutluets the tcrnr
-Subscriber- shall rn0a to: (L) one of Snhscril:er's frll•Iimo, part-
time, nr temporary employees; or (ii) agency temporary personnel of
on independent contractor cugagrxl tar Pioductiur, Use on ussigr_•men-
of Subscriber's place ofhusincss or wvnik•site,
Page 6 of 12
BENTI.E:v SELECT PROGRAM AGRF M F.ENT
General Terms and Conditions
Exhibit B
Dated as of January 2010
1.3;_ ^Subscription T_itocrou shall be defined as act forth in F..xhibit A,
Section 5.02(e)( I) herein.
1.35. `Subscription Licensing" means oolUisi(ion of is CAL or licensing
of a Product or porttblie of Products as gel foah in Station 5,02{c) of
Exhibit A of this Agreement.
1.36_ "TecluuEai Support" means telephone, facsimile, Internal and
dccuonic mail based support lu assist it subscriber to the SELECT
Program as described in EXltibvt A, Secliun 2,02 of this Agreement.
1,37, "[imeClucks" means copy -protection mechanisms, orOther security
devices which may deactivate Producrs or CATS including Bentley's
SELECTserver, after termination or expiration of rEuc Agreement, any
applicable T_icense Tom or uny appl icablc renewal [arm.
]_3$2.
1.39.
"Update" means a mainrcuance release of a Product.
"Upgrade" means a commercial rekesc of a Product which has
snbsrturial added functionality over the: Product it is intended tn
replace. _
1..4U. "Use' (whether or not capitalized) means mil inst'On of the Prudccl or
CAL by an individual or when a Product has been loaded halo
temporary memory (i,e. RAM) or installed into permanent memory
(e.g. hard disk, Ci}-ROM, or other storage dcsioc) of a computes.
1.41. "Ifs Er" nrcans an iudividlcil person.
1.42. "Work" shall he defined as set forth in Exhibit C, Section I.01
herein,
1.13. 41linrk Product" shall be defined as set forth in lirhibit C, Section
kill herein.
2. Payment of Bentley Invoice:.
2.I}I. Payment! Terms. Subscriber shall pay each 13ent]ay invoice for all
CATS, Product licenses and services provided hereunder tvi[ftin thirty
(30) days from the dare of such invoiite. interest shall accrue on
delinquent paytrtcnts of such invoices at the rate of ors and one-half
percent (1,551) per month or the highest rate permitted by applicable
law, ,whichever is less. In the event uny puymcni hrreundea is past
due, Bentley, at irs discretion, may suspend or, after noire of such
overdue payment and a thirty (34)) day period to cure, telmivale
Subscriber's services, rights, and licenses providod under this
Agreement.
2.02. Taxes_ Subscriber shall pay to Bentley all Envied taxes that
Bentley i$ inquired under. pplitnble lane- to collect from Subscriber by
reason of the tranuaclions contemplated by Ibis ftgrorntrnt,
including, hut not !emend to sales, nsc, getupatioir, v01ue added,
excise, and prnpcly taxes (except for taxes based on Bentley's net
income). if Suhscriber is obligated under ale applicable ]atv re
tiwithhoEd or deduct [arcs from any payment or SELECT Program
Pecs to Bentley, Subscriber shall furnish to Bentley oflicial rreripas
evidencing Subscribers payment ofsuch taxes.
2.03. Luca 1 I'rico and Currency. Calculation and payment ter the SIiL.LC(
Prograrri Fee or any separate price for all CALs, Products and
to -c ices hereunder shall be base{ nn the !near price and focal
currency oftlre Subscriber's Sitc whcrc such CA]_, Product or service
is used.
2.04. Records; Audit. Subscriber shell msinlnin complete and securatc
records of CALK and Product licenses prior to the data of this
Agreement and its creation and use of the CALs acquired and
Products licensed hereunder to permit 13enilcy to delermir_C whether
S_WAO2.52u-]Jo0U5 6j11
Subscriber has complied xdrh its obligations hereunder. These records
shall inclrxle the location and krenrificalion of the Subscriber
hardware on which Subscriber uses each copy of the CALs or
Pmduets. Subscriber shall, upon. seven (7) days advance written
notice lug Bentley, purenil rs:ls;snab]e inspection and enpyinp, of such
records by Bentley or a tlrird•poriy auditor retained by Rcndcy nr 111e
insists of Subscriber during regular working hour_
3. Tnleif eclital Property Rights
Title; Reservation or Rights. Subscriber acknnrvladges rind agrees
that:
{a) The Products, including tic Document Sets fur each Product,
and uny information which Subscriber shining through she
SEI.FC.T Program Or the use of S[LLt1" Orlin_ or any gl]cOr
means of electronic rrausruissiva, contain proprietary
infamtation of Bentley, its licensors or other suppliers, and arc
vw;ecte3 under United Stairs enp}Tiglit Iowa, other applicable
copyright laws, other laws relating to the prutectiun of
intcllcctnal properly, and international treaty provisions;
(b) 'l se entire right, title and Inteies1 in and to the Producrs, die
Document Sets, any in fnanaliore Srrbacribr obtains through the
SELECT Program or the use of SF.T.E.C"T Online. or any other
moms of elrxtronie transmission, and all associated intellectual
properly rights, shall remain with Bentley nr rr.¢ licnistrrs;
(c) The Products are licensed, iaul su Id, and title to each copy of the
Products shall remain co th Tienlley or its licensors, and shall our
pass to Subscriber; and
(d) Bentley retains OE rights not expressly granted.
3.02. Source Code. Subscriber shall have nu right hereunder to receive,
rav[c Y, nsc or othcn sac 11EvC seem ter 11-x suurc mdc for tllc
Products,
3.03. Copyrigh t 3,1.0tines. Subscriber shall utp„rdua and inelurl_ un all
copies of the Producrs created by Subscriber all copyright notices and
proprietary legends or Bentley or its !icon; 6cs a± they appear in or on
the original media containing the Products supplied by Bendel.
3.04. Reproduction of Document Sets. Subscriber may reproduce the
Document Sets far its internal., non-cnmme,ti,l uuu unly, but the
cumulative number of such reproduced Document Sets may not
exceed the number of Products licensed by Subscriber that
eanccpond to the Document Sets.
3.05. Reverse Engineering_ Subscriber rnoy not decode, reverse cncincer,
reverse assemble, rcvcisc compile, or otherwise translate the Products
Or Document Scts cxcepr and only to dre eaten' that such activity is
expressly permitted by applicable Jaw notwithstanding this limitation.
To rite extent that Subscriber is expressly permitter] by Etco to
undertake any of the . Cliu•'ilie$ listed in the previous sentence,
Subscriber will not exercise ihuse rights untiE if has pmvidcd Bcnrley
with thirty (3()) days prinr srrincn notice of its intent to cxlrcisc such
rights.
106. L'roprielrrns Information.
(a) Subscriber understands and a_rces char Rainey may, in
connection with the purls ion of CALs, Products and seivites
hereunder, disclose to Subscriber confidcn:ial, prnitrieuuy surd
1eclrnici1 informaiiva perlainittg ;a Bentley Pmducls and 1u
T3erllley'$ technology and business practices (cull r vely
"Proprietary Turn riva(lorl). Subscriber agrees ro trcnl all
Page 7of12
BENTLEY SELECT P Roc RAM AUREEMEtirT
General Terms and Conditions
Exhibit P,
Dated as of January 2010
Proprietary Tnfpiniotiorl in acconlanoe with this Section 3.06 nt'
Exhibit B.
(b) Subscriber shall maintain the confidentiality of all Proyrietary
Tufomiatiutm. Subscriber shall not reproduce or copy Pmprietary
]nformstion except as perntitred in this Al-oernent aras may be
expressly anthatircd in writing in advance by I3eniley_ All such
copies shall be narked by Subscriber os pruprielary and
confidential information.
(c) Subscriber shall only use Proprietary information in furtherance
of this Agn:enteal, and may disclose Proprietary Infamiatinn
only to those employees required to have knowledge nt'same to
perform their duties pursuant to this Agreement. Subscriicr
shall not disclose or make Proprietary Information available to
any third party at anytime_
(d) Subscriber shall treat Proprietary Information with the sum
dezgmr of cam as it uses. 10 protect its awn confidcnrirl
inftnriation, and in ILO cast less three ;I reasunablc detprc of
care.
(c) t[pnn the termination or nun -metro or this Agreement,
Subarlxr shall mcurn to Bentley ur, if so requested, destroy all
Proprietary Information in its possession,
(f) Subscriber shall have no obligation of confidentiality with
m ei'pert to any Proprietary Infnnnation rhoi (i) has entered the
public domain other than through a !neon of this Agreement,
(ii) bin been rightfully obtainers by Subscriber fmm a third party
with no obligat[on o: confidentiality, ur (iii) is picvimrcly
known tr}• Subscriber as demunstruied by clear and convincing
eviden c .
{g) Subscriber shall prnmplly inform Bentley upon knowledge al'
any actual nr potential unauthorized use or disctotnne of the
Proprietary Intormatinu.
3.07_ No Aeuclnr4lrkS. Subscriber may not disclose the results of any
Fmduct costing, including but not limited to henchmatks, to any thins
party witbnur first obtaining Bentley's written consent tn do su.
a. 1.lndie ri \forte rr h•; Linritatian of Remedies rut[ liability
4.01. Limited 1Varrauty to Subscriber. Except for 1 i Jricts licensed
under Section 5.02(11), Section 5.02(c) or Section 5.02(d) of Exhibit A
hereof. which are provided l0 Subscriber - _AS-1S" and without
uarrnnty of any kind, Bentley ltelbby warrants for the benefit only of
Snlxcrilte, that (a) for a period of ninety (90) days ("1Yarranty
Pet Mr') from the dale of delivery to Snitsciiber Of a Serial Number
nr PRxluct, ag the Case may be, the Product shall, under normal rue,
operate in substantial conformance with the functional specifications
sct fonh in time Document Stet applicable to such Produce, and({,) fora
period of ninety (00) [lays forts the dale of delivery, other funducir
and materials furnished by Bentley (o Subscriber shall, under normal
use, operate in substantial cnntt)rulirce with the Bentley
documentation applicable to such products and materials. Cr any
mndificitinrce, enhancements or changes are made by Subscriber urat
Suhsr:ribzr's direction to the Products; if the Products are reverse, -
engineered, decant pit cd or disassrmblefl; or if Subscriber hieichts
the terms of this Agreement, then. the w;urnnties in this section shall
be immediately terminated. This limited wam;nty gives Subscriber
specific regal rights, Subscriber may hove usher rights which may
very fro m slate%furis Julian to state jurisdiction.
4,02. Exc(tisfoll of Wftrrautics. "THE WARRANTIES STATED IN
SECTION 4.0] ARE BI=NTLEY'S SOLE AID EXCLLJSJVE
1§_ARR.4Nf[Ei PERTAINING TO TITB PRODUCTS, SELECT
52LCO2520-1/0:45 6411
SUPPORT SERVICES AND. OTHER MATER]A[,S ADD
SERVICES LICENSED, DELIVERED OR OTHERWISE
FURNISHED BY RFNTLEY UNDER EHLS AGREEMENT.
BENILIEY DOES NOT WARRANT THAT T'EIL PRODUCTS,
SELECT SUPPORT SERVICES, OR .ANY OTHER SERVICE OR
MATERIALS 1V[LL MEET SUJ3SCR]BF.R'S RF.QUTREMCNJS,
BE FREE FROM VIRUSES OR OP13RAT'E UN1NTERROPTET) OR
ERROR FREE. (3F.NZT,EY IIEREJJY DISC[_A[MS Al.1. OTIIER
WARRANTIES EITHER STATUTORY, EXPRESS OR (MP[_]F.D.
INCLUDING WITHOUT LIMITATION. WARRANTIES
AGAINST NON -INFRINGEMENT AND THE IMPLiE.[}
WARRANTIES OF MERCHANTAB JUT c, SATLSr.4C:TORY
QUALITY AND F1(NLsS FOR A PARTFCL'LAR PURPOSE_
Tf IESE EXCLUSIONS MAY NOT APPLY TO SU13SCR1J3iiR AS
SOME ST,ATE;S+JURISDJCI(ON DC) NOT AI.l.O\V
EXCLUSION OF CEATA ii 1 WARKAL, fJ ES.
4.0.3. Exclusive Remaly. The entire liability of Bentley and the sole and
eneltisive remedy of Subscriber shall he, in Bentley's sole and
rh,srlute discretion, (i) to repair or replace a Product or ether
materials in breach of the foregoing warranties, (ii) ro advise
Subscriber how tn achieve the same functionality with the Product as
described in the Document Set through u procedure cliffcrer11 from
that set forth in the Dncumenl Set, ur (iii) to return the purchase price
ur fees paid therefore, where written nolitx u ['such breach, specifying
the defect, is furnished to Bcndey during the Warranty Period.
Rewired, corrected, or replaced Products And I oeument Sets shall hr
covered by this Innilai warranty for ninety {90) days after the date_
(a) cif shipment to Sul„scriber of the repaired at replaced Products and
Document Sets, nr {l.t) Bentley advised Subscriber hots to np rtlo the
Products so as re achieve the functionality described in the Document
Sets,
4.(I4. Exclusion of Damages. EN NC) EVENT SHALL F31'NTLEY AND
ITS LICENSORS AND SUPPLIERS 13E LIABLE. TO
SUBSCRIBER FOR ANY INDIRECT, ]NCIDENT,IJ., SPLC]A(.
OR CC)NSFQTJF.NT1,\T. DAMAGES, REGARDLESS OF THE
NATURE OF THE CLAIM, INCL[JD]NG WCTilOuT
LIMITATION LOST PROFITS, COSTS OF r1F.[,r7Y,
1nTF,RRUPTION OF BUSINESS, 1.OSS OF USE, JN.ABll.1TY TO
ACCESS ONLINE SERVICES, ANY FAfLCIRlf OF DELIVERY,
COSTS OF LOST OR DAMAGED DATA OR
DOCUMENTATION, OR LIABILITIES TO THiRD PARTIES
ARISING FROM ANY SOl[RCE, EVEN IF BENT!.F.Y HAS BEEN
ADVISED, KNEW OR. SHOULD HAVE ]CNUWN OF THE
POSSIBILITY OF SUCl•1 DAMAGES f.)Tl CLAIMS. BECAUSE.
SOME STATES/7I]RiSDECTION5 DO NOT AT,T.OW FOR THE
JIXCLUSCON OR LIMITATION C)F T_TAETLITY Fax
C:ONS1iQU13N f1AL OR ENCiDF,NTAL DAMAGES, T7-3F. ABOVE
l.TMiTATFON MAY NCYf APPLY TO SUBSCRIBER.
4.)5_ Disclaimer. Subscriber acknowledges that the Pruducls are not huh -
tolerant and have nnl been designed, manufactstisd ur intended for
ucio and will not h-r used in the development of weapons of moss
destruction, as on-line control equipment in harlsrrloue environments
requiring fail-sstb performance, such a5 in the npCra[[on of nuclear
facilities, aircraf navigsrion nT communication systems, air naffrc
coulrul, direct lift support machines, or weapons systems, in which
the feifuic of the Products could (cad directly to death, personal
injury, or severe physical or cnvirnnmcntzf damage. Subscriber
further acknnn]ciees tlt^I the Products arc rot substitutes for
Subscriber's professional judnmen and accord irrg(y, nether Bentley
nor its licensors or suppliers arc responsible for Subscriber's net ttf
chi Products or the results obtained from :tech use, •rho E roducts are
intended only to ossiat Subscriber en its business; anti are nut meant to
be substitutes for Subscriber's indepL:ulrrit acstin7 and vefiftL<uiur of
strece, safety, utiiity orother design parameters.
PepeEcf12
BENTLEY SELECT PROGRAM AGREEMENT
General Terms and Conditions
Exhibit B
Dated ass of Janu wry 2010
4_06_ Limitation of Beaky Liah[[[ty. TN TTTE EVENT THAT,
N OT.Y 1TTHSTANDLNG SECTIONS 4.01, 4.02, 4.03, 4,04 AND 4.05
OF THIS F,XEITWT [f, BENTLEY [S FOUNi) LTAtLE FOR
DAMAGES HASF,1) ON ANY BREACH., DEFECT, DEFICIENCY
OR NON-CONFORtVfrrY IN A PRODUCT, ]N• SF.l.F.CT SUPPORT
SERVICES, OR IN ANY ()TILER SERVICE OR
MA']LRIALS,WHETHFR 1N CONTRACT, TORT OR
OTTTERWIS13, AND REGARDLESS OP WIILrMER ANY
REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL
PURPOSE BY LAW, 13ENTLEY'S CUMULATIVE I./ABILITY
HEREUNDER SHALT, NOT EXCEED THE PR[C'F. PAiD BY
SCIBSCRIBER FOR (i) S(JCH PT;ODUCC, (ii) A (]NE -YEAR
SUBSCRIPTION TO THE SELECT PROGRAM, OR {t[t) SI:CH
OTE[L•R DCPLCT[VL SERVICE OR MATERIALS, AS THE. CASE
MAY BE. TIIC PROVLS[ONS OF THIS AGRCIIME:N'r
Al_[.00ATE TILE RISKS ElETIcTEEN AF.NTLEY AND
SI:BSCR1BER. [SENTLEY'S PRIC[NCi RF.FE.F.CTS T331S
ALLOCATION OF RISK ANi) TUIE LIMIT1YI ION OF [_]ARr[.TTY
SPEC/PIED HEREIN.
4.07. Indemnlfleat[an by Bentley. Bentley shall pay any damages finally
awarded against S1cltsceibr based on a claim aeainst Subscriber that a
Product which is dcvc/n[rod and owned by Bentley infringe a third
parry's copyright under the laws of a Berne Convention sigratcty
country, or resorts in a misappropriation nfa [bird [Paul y's trade secret,
i,c The Country where Subscriber has been arnhotia+x] to place the
Prcducc subject io such claim into Production Use. if S;elgcribcr
pmvidcs to Bentley_ (a) prompt written notice ofarty such claim, {b}
El[ available information and assistance and (c) the opportunity to
exercise sole cnatrn] of the defense and settlement Grant' such claim,
[ientrey shall also have the vial, at its expense, either to procure the
right for Subscriber to continua to use the rroduct or to mplsce or
ntndifv $uelt Prudact so that it becomes non -infringing.. 1f neither of
the forccsnina alternatives is available on terms that. 13eniley, in its
sole discretion, dcapts deeinrb[ee. Subscriber shall, upon written
request iiom Bentley, rerun to BC3uley the allegedly infringing
Product, in which event Bentley snail refund to Subscriber tl,r price
paid by Subscriber for each copy of such returned Product, !ins
twenty percent (20°.4) fur each erase year since the commencement
ol'nce license for Quell copy. Bentley shall hove no Liability and this
indemnity shall not apply if the alleged infringement is contains! [n a
Product Which is not developed or owned by Bentley or is due to
mudi[,nrtiun of the Pnsduct by Sulscriber or the combirarion,
optrnrion ur use uf a Product with other software that dues not
originate from Bentley or if Subscriber is in breach of Ibis
Autccmcnt. Bentley shall ;also have no liability, and this indemnity
shall not apply, For the portion of;ua}' Claim of infringement based nn
use ofa superseded or ahem -trek -sae of a Product if the infringement
%mild have been avoided hythc use of a current, unaltered release of
the Product. Tu nu event shall Bentley's liability hereunder to
Subscriber reared the license fees paid by Subscribe■ fur the
allegedly i rtfrinair,g Product. This Section 4.07 sets forth Subscriber's
sole remody for filth/Iccdtr/l property infringement.
S. Export Controls.
The Products have been cc,nu[atiertel ur developed in the United
States of Amcrice and •, eeordingly lntiy be, subject to U.S. export
contact laws, regulations and requirements- Regardless of any
disctostr-t made by Subscriber to Bentley of an ultimate destination
uf the Products. Subscriber must not export or transfer, tvhetlirr
dirtily or indirectly, the Products, or any portion thereof, or any
system contaiaing suet Products or portion thereof, to anyone. outside
die United. Star es (including further export if Subscriber took delivery
of the Products outside the United States) without first complying
strictly rind fully with all export cxontrots that may he imposed on the
Troducts by the United States Goverment or any country or
uTgani'rdtion of nations within whose jurisdiction Subscriber uses the
s_ulo25z0-7ltao5 bjtl
Products. TTao counuic¢ subject to restriction by action of the United
Slates Government arc subjecq to change, and it is Srrltscrilaer's
resslcynSibilily to comply with the United States (3nvernrnenl
rnluirnncertls as shay may be amended front lima to time. Suhscrilaec
shall indemnify, defend and hold Rcndey brainless far any breach of
its obligations pursuant to this Section.
G. ILLS, Government Restricted Rights,
If the Products the acquired for or on behalf or the United State of
Arttrica, rtv agencies unJfor instrumcntalitice ('•U.S. Govcrnmcni'),
it is provided with restricted rights. The Products and accumparyin_
documentation ore 'amine] c icl computer solhvate" aid "curnmerr la!
eumpuler solhvare doeuruenracion," respectively, purmeant to 4S
C.F.R. 12,212 and 227.7202, and "rKslrielet! computer softtrare."
pursuant to 48 C.P.R. 52.227-19(a}, au applicuble Use. ntodifcation,
reproduction, release, performance, display or disclosure of the
Products and accnmpanying documentation by the 1J.S• Government
are subject to restiicrions as see forth in this Agreement and pursuant
to 48 CRP, l2.232, 52.227-19, 227.72M, and 1R52.227-i6, us
applicable.
7• Ter in; Tv rani nation
7.01. Teruo. This Agreement and Su]xtcriber's SELECT Prpprarn
subscription shall become effective on the Effective Date, oahl shall
continue for an initial term oft chre (12) muffin (unless Attachment
1 provides for longer- duration of the initial term), trod shall
automatical ty renew, for lemur of like tenure unlcvs either party gives
notice oC its election to nor renew the knit at least thirty (30) days
prior to the expiration oftice rhen.ourrunt term_
7.02. Terminal/on for rf,tler[a[ [heath. Either patty ;my, al its option.,
terminate this Agreoment in the event of a material Ismael] of this
Agreement by the other parry. Any such Lorctcination may be effected
only thruagh a urittcn notice en the other party. specifically
identifying the breach or breaches on which lermiaatton is hafted.
Following receipt of such notice, the party in breach shall have
twenty-one (21) days to curt such breach or bir,chts, and this
A,meement shall terminate in the event that such cure is not rncde by
the end of such period; proviclod, ]rawever, Bentley shall have the
00110 lerminte this ctitreemenr inrmediale]y ifSubscnbcrbreaches
any of its obligations under Section 3 of [hit Exhibit B. 'rite failure of
Subscriber to pay an outstanding invoice oC Beauty slc;rll ;rhvnrs
constitute a [material breech of this Agreement.
7.03. Insolvency. if, under applicable iasn]vcsrcy laws. Subscriber bccnrrrcc
unable ro pay its debts or becomes insn[vern ear ban3nrpt or make
arrangements with its creditors, or otherwise gncs into liquidation.
administration or receivership., then Bent[cy shall have the right to
terminate this Agreement immeditltefy by written notice.
7.04_ Consequences of Termination. Upon the rnrminncion of This
Agreement for airy reason, all of the rights and licenses wanted m
Subscrib:r in tins Agreement shall terminate immediately. Walt
respect to any perpetually licensed Products, the terms and conditions
set forth in the license agreement delivered with sue/ Products ;Ind
the Dctinitian oFLIse shall Soveot Subscribers use of such Products.
Subscriber shall immediately discontinue ase of SLLLrr Online.
7.05 Reinstatement hollowing Tcrnrinat[on, Following a (emanation of
the SELECT Program, Subscriber may reinstate such cervices only if
1cn;ley consents to Such reinstatement and Subscriber pays to
Bentley, in advance, 3 SELECT reinstatement let. in an amount to be
determined in Benrley's su[e discretion, such nntnunt not to exceed
chc amount of all fees that would have accrued and been Flyable.
excluding, discounts, Cu; the period between the dale of lenninarnn
and the date of re[nst. Cement.
Pogc 9 of 12
BENTLRY SELECT PROGRAM A(RF:EMENtT
General Terris and Conditions
Exhibit B
Dated as of January 2010
8_ 11i)CL']JnnratiS.
8.0]. Ass(gament, Subscriber Shall n01. assure this figrccrtucnt nr delegate
its duties hereunder without prior written consent by Bentley. For
purposes of this Agreement, a change in Control of S:rbscribcr shall be
cOnsidesed an assignment for which Bentley's prior written consent is
hereby granted provided that the surviving entity from such change in
contrnl mist enter into a saner Agnc, rent This Agre rnrarl may
be assigned by Bentley co any successor in interest to Bentley's
business or to any direct or indirect wholly -owned subsidiary of
flenl[ry Systems, Incorporated. Any purported 'assigltmcnt in
viu]ation of this provision shall be.void and without effect
R.02. Entire Azreeanent. This Asseemcnt, together with the Exhibits and
signed Amendments, irony, incorporate the entire agreement nilhe
parties and supersede and merge all prior oral and written aereemcnte,
discussions and undcrstandines bctwc n the ironies with respect co
the subject matter hcroof.11ac terms and conditions of this Agreement
and of the applicable Bentley confirmation shall Apply to each onlcr
accepted orshilipcd by Bern ley hereunder, Any additional nr different
terms or conditions appearing un a purchase order issued by
Subscriber hereunder, even if Bentleyeeknuwledgrs such scans and
conditions, shut! nat be binding on the parties unless bath parties
expressly agree in a separate writing as provided under Section S.U3
of IhisExhibitl�.
S.U3. Amendments. Except es otherwise contemplated herein with respect
to trpdatin,, amending and supplementing the exhibits, this
Agreement may only be amended or modified by a writing duty
executed by authorized repro enlatirrs of the parties, provided,
hmtever, that tiny additional or different terms 4r conditions
acpcarinn on a purchase otder, corn if required to he acknow(cdged
by Bentley, shall not be binding on lheparlirs,
\utices. Notices under this Agreement shall be mode or given as of
the date of tither hand delivery nr mailing iu such party, if sent
prepaid Cenci fied mail. or next day air delivery to the address set forth
on the trot[ Inge of ibis Agreement. All notices under this Agreement
shalt be addressed, if to Bentley, to its General C'ounsc[, and if to
Subscriber, to its authorized rep easentnahve identified in this
Agreement or in 3 subsequent notice to Bentley_
3.05. Force Majeure. Bentley shall not be liable far failure rn fulfill the
terms of this Agreement due to fire, strike, war, government
regulations, acts of God ]eltnr disrutbane�es, acts of terrorism or other
eau se s which arc unavoidable andhcynnd its contra
S.i f _ SVaivar_ Tlie failure of either party to insist upon only of its rights
under this Agreement upon one or morn occasions, nr to exercise any
of its rights, shall not be deemed a waiver of such rights on any
subsequent occasions.
8.07. Surv[va]. The covenants contained in this Agreement which, by their
terms, require nr Contemplate perrurmuncc by the parties after the
expiration artcrnlination unite Agreement (incteding, but not limited
to, Sections 5,0!(a), (b), (c) end (d) and 4.01 of Exhibit A, Sections I,
2, 3. t, 5, 6, 7_04. 7.05 and 1[ of Exhibit 13, and Sections 1.06, [.117,
1.08, 1.09, 1.10, ].]I, 1,]2, 1.]4, ]_l&and 1.17ofF,,s]tihiiC)shall be
enforceable nuiwithstanding said expiration 0r ream I akltion,
8.18. . everahiiity Thcpruvisions arthis Agreement shall he .eve ,Aber: and
the invalidity Or auelrfarueabilicy ofanyonc provision shall net 3f[eet
any other unless otherwise noted.
8.09- Governing; LAw. This Agreement shall be governed by, interpreted,
snd enforced in oceordarrvc with the Jaws of the Commonwealth of
Pennsylvania, without aryard to confliels uf taw provisions. Tn the
maxinurm extent pcnnined by 3ppiit♦ l5fe law, the parties agars that
the provisions of the United Natinnt Convention On Gunirnas Cur the:
.SSILA2i14.1/0C05 cot
international Sal: of Cioueis, ere attended, and of the liuifrnn,
Computer Tnformation '3'rsnsectiona Act, as it may have been or
hereafter tray be in effect in enyjurisdietinn, shall not apply to this
Aarccmcnt.
8.10. Arbitration, In the event of ,,ty dispute, controversy or elnirn
beLweext the parties arising under this Agrecmcnr, the ponies shall
submit to binding arbitration before 3 single arbitrator in Philadelphia,
Pennsylvnrria in were/dance with theCommercial Arbitration Rules of
the American Arbilrrtiurt Association. The deCiSiun uf the arbitrator
shall he final and binding an the panics, end the judgment upon the
auan9 rendered by the arbitrrtOr shall be enthreeable in any court of
competent jurisdiction_ Each pony shall bear its own annrney's fees,
eras, and expenses incurred in such a, b itnrtiun.
3.11. independent Contractor, Bentley's relationship will, Subscriber Ebr
rill purposes hereunder shall be that of an independent wren:ctur Irnd
nothing herein shall he construed as creating. at any time, an
employer and employee relationship hcmneen the parties.
8.12_ Change of ownershlp. Subsctber shall provide Bentley with sixty
{60) days advance written notice rCany changes in its ownership or
location.
li.13. Headings. The headings in this Agreement are intended solely for
convenience of reference and shall am affect the nicotine nr
int rprctarinn nflltis Agreement.
Paactoafl)
1, Professlona!Services.
1.011.
BENTLEY SELF,CT PROGRAM AGREEMENT
Professional Services
Exhibit C
Dated as of January 2()14
Subscriber may request professional arrviceS from time to time and
Bentley may agree to perform such services pursuant to this
!tarortcnt. The description of professional services requested by
Subscriber and which Bentley agrees to perform slttt]] be set forth
in one or more written descriptions labeled 'SELECT
Proffsb]umtl Services" and signed by Subscriber and Bentley
(each an "Order"). Bcnttcy shall Etrtie tho right to accept or
decline any pmposcd Order. 1 ,,ch Order shaft set forth, at is
Minimum, the work to be done, the number of Bentley's personnel
to be assigned to Subscribers yore-, the dur Lion of each
individuat's assignment, and the Cecs far the work. The services
and other provisions dcseitZhed on the (reev(s) arc referred tu
collectively as the "'York" while the results uf the Work, if any,
arc referred tn as the "'Mork Product"
1.02. Mrii]rod or Performance. Bentley, in conjunction with its
personnel, will detcmtine the method, details, and means of
peafnciting the work to bo carried out for Subscriber, including the
use ofstrb-contractors if deemed necessary. Subucrib r shall have
no right tn, ,arid shud not, control the manner ur determine the
method of accomplishing such work_ Subscriber may, however,
require Bentleys personnel to observe at all times the security and
safety policies of SuEx Briber- In addition, Suh;eriber Shull be
entitled to exercise a broad general power of supervision and
control over the results of work performed by Bentley to ensure
setisf story performance. This povrr of supervision shall include
the right to inspect, stop work, make Suggc5Liuns or
recommendations as la the details Dr the work, ;Lad request
modilitationsto the senpe Of an Order.
Scheduling. izent]u, will try to eccnmmudate work schedule
requests of Subscriber to the extent paceiltle• Should any personnel
of Bentley he unable In perform scheduled scrvicec tve u<_e of
rt[ness, rcsignetinn, or other causes beyond Rcrtlley's reasonable
control, Bentley wits anempl to replace such personnel within a
reasonable time, but Bentley shall nut be liable for failure it it is
ona1te to do su, giving due regard to its other cammitmen_u attd
pricinties-
t.e4.
Reporting. Shrbscrincr will advise Bentley of [he ittdividtrr(s to
whern Bentley's manager will report progress on day -today work.
Suhsni]`r rend flonticy shall devc[np sPprppriate admmis7ativc
procedures for performance of work at Subscriber's site, if
neeessarv. Subscriber shall periodically prepare an evaluation a r
the work performed by Bentley fur submission to Bentley upon
Bentley's tequcsr.
1.05. Place of Wurl;. Certain projects; or tasks may require Bentley's
personnel to perform work for Subxcriber al Subscribers premises.
In the event that .nett projects or tastes; arc required to be performed
at Subscriber's premises, Subscriber 90-res to prav'ide working
apace and lacilRies, and any other services and materials Bentley
or its personnel may reasonably re,')uwt in order to perform their
work. Subscriber recognizes that them may be a nerd to train
Bentley's personnel in the unique procedures used al Subscriber's
location, 'Yellen Subscriber determines that such training is
necessary, Subscriber shall, unless otherwise named in writing, pay
Bern ley Cur its personnel's trolling time
] 0(i, dun -Exclusive. Bentley shall retain the right to perform walk for
others during the tern of this Agreement, Subscriber shall retain
the right tu cause work of the sense or a different kind to he
performed by its own personnel or other uunlractors during the
te:nL of this Agreement.
1.07_ Perpetual License -Upon full payment for the Work, Bentley shall
grant Subscriber a paid.op, perpetual, royalty -Jim right anti license
StLoo2S204Ja0rS G/11
to use the Work Product for Production L-se. Bentley retains all
right, title and interest to Lhe Work Product riot othcrn isc grained
tu Subscriber.
1.0S. Preexisting 'Nar1s of Bentley ifutwithstanding Section 1_07 of
Exhihit C hereof, Stucky hereby reserves and retains mrneruiip al'
all works which Bentley creator] anrelaled to the Work performed
pursuant to any Order, including her nut limited to Prnducis (the
'Prc-Exlst[og Works"). F3:nt[oy does n0t grant Subscriber any
rights or tioenses with rrapect to the Pre -Existing Works.
1.09. Residuat3_ IL is mutually acknowledged that. during the numte]
course of its dealings with Subscri0er and the Work; rieniluy and
its personnel mid agents may been:tie acquainted with ideas,
concepts, know-how, methods, techniques. prncessts. skills, and
sea beef ions pertaining to the Wink, including those thin Subscriber
considers to be proprietary or secret. Notwithstanding anydiing in
this Agrcemcnr to ]he contrary, and regardless of any temtinxrir n
of this Aerccmenr, Bentley shalt be entitled ru use, disclose, and
otherwise cmp[ny any ideas, concepts, know -hots, method;
tcclmiquos, processes, and skills, adarrarions, including
generalized fc tures al -the serlvence, structure, and atgsnictiion of
any mirk& of authorship, in 'conducting its business (including
providing scrv[ces ue ere ttinq programming or materials for oilier
customers), and Slb&;ribrr shall nat assert against Bentley or he
personnel any prohibition or restraint tinm so ttoieg,
1.10. Third -Party Interests. Subscribers interest in and ubligatrons
with respect to any programming, materials, ur data to ]te obtained
front third -party vendors, regardloas of svhaihcr obtained +kith the
assistance of Bcntfey, shall be determined in accrnrnlnncc will' the
agr=nents and palieies of such vendors.
1.1]. Fees. Bentley shall be paid the fee as specified in each Order
(which Bentley reserves the rigllr 10 Change upon at lest sixty (60)
days advance noliee or ut uny time for Any new Order fir rnorlitimi
porann afan exisling Outer), or. ifnn Fee is specified, at Benr]cy's
customary mtrs for the ravel ofpersonncl providing such scrvicea.
]_12_ RxponSes, Subscriber shall also pay richer tee avtual cost of
Bentley's rettsonablc travel and living expenses or net agreed -to
amount fear such love] and Jiving expeuaes (other than normal
curnnrutatian travel) for Bentley employees iu the per]omtance of
Work set forth in each Circler along with all other out -or -pocket
ex ovum' incurred by Bentley.
J.13_ Estimates. Fstimytus of total ices for projects may be provided in
an (brier, but Renlley does not guarantee ssuCh estimates. Bentley
will, however, notify Subscriber as soon as possible if it will
exs:eed the esrimatc, and Sotbseribcr may then terminate thepmjcct
and tray only far soviets ;ietn111y rt-rdcrcd if Subscriber so
Chooses.
].14. C_nufidetttln[it,+'. In the performance uf the Work, Bentley may
acquire infnrMinion ofSubscriber which is proprietary, trrnt•pttblic
and idcntitictt in writing as confidential lay Subscriber. Bentley
stall not disclose to anyone not employed by Subscriber nor five
except un behalf of Subsscrilser any such cantidertlicol infonnaiion
acquired in the performance of the Wurk except as autlrtarized by
Subscriber in tvriring and as may be permitted by Section 1.09 of
this Exhibit C. Bentley shall have no Obligation orcnnt]derttitdily
with restrel co any information of Subscriber That (i) has entered
the public domain other than through a breach of this Aermmeua,
(ii) has been rightfully obtained by Bentley foam a third patty with
no obligation of canfdcntiality, or (iii) is previously knocks, by
Bentley as demonstrated by clear and cnrtviarr:irr5 evidence.
Notwithstanding the foregoing restrictions, Bentley and its
personnel may use and disclose any information .o the extent
requited by an urc]rr of any court Of other gutrommcrtsl aurlxrrily'
rage 11 el 11
E3ENT( .HY SELECT YROURAM AGREEMENT
Professional Services
Exhibit C
Dattxl as of January 2010
or as necessary far it or them to protect their interest in this
ftgeecntcnt, but in each uh.e only after Subscriber has been so
notified and has had Ilse opportunity, if possible, to obtain
reasonable protection foe such information in connection with sack
disclosure,
9.I5. Term, This Fxhhit c uitt become effKliva as nfthe dote of the
[rat executed Order and will continue in effect through the
completion of caeh Order,
1.16. Termination of Orders- Subscriber or Bentiey may rennin= any
uncompiettxl Order at any tine by giving thirty (3tl). days written
notice to the; totter party_ !Jpon such termination, Bentley curer lu
stop Work under the Order in question and to forminl t0
Sub�rihcr all completed ur uncompleted drawing, repairs or
other documents relating to ncc \Yank. In the event of such
germination Subscriber shall he liable only fur such fees, cars and
expenses :s have accrued prior t0 [Pic eflbctire date; of sash
term' oat ietm.
1_t7, Prohibition on Airing. Subscriber shrill not solicit for
employment ur hire any Bent.tey tx-npluye>es providing imafcssiunal
rcrviccs hereunder for the duration of the Work, plus a period of
one (1) year after completion of the professional scrvicts proviued
hereunder.
5El002520-1/CODS L111
is ci20112
BENTLEY SYSTEMS, INCORPORATED
BENTLEY" ATTACHMENT I
SELECT PROGRAM AGREEMENT
Bentley SELECT Agreement Number: f 4-6....}6 3 %E
Steps to a Properly Completed Attachment I:
1. Indicate the Term of the Agreement below.
2. Complete a Site Information form for each covered Site
3. Review the information regarding SELECTserver Online.
4. Insert Attachment I into the Bentley SELECT Program Agreement
Agreement Term*: ® 12 Months
❑ 24 Months
❑ 36 Months
❑ Other:
'The Agreement Term is subject to Bentley's review and approval
SEL003710-110001
Attachment I
BENTLEY SELECT PROGRAM AGREEMENT
SITE INFORMATION
Please complete a copy of this form for each covered Site (as defined in Exhibit B, Section 1.32)
Bentley's processes for the delivery of License, Invoice and other information are optimized for
electronic delivery. For the most effective communication, please ensure that email addresses are
provided for all contact persons.
Bentley will establish Online SELECTservices User permissions for the Technical Administrator
designated below. The Technical Administrator may grant all or some of those permissions to other users
within the organization. All licensing fulfillment documents will be delivered to the Technical
Administrator.
All Notices delivered under the Agreement shall be delivered to the Account / BilIing Contact identified
below or in a subsequent notice to Bentley.
Shipping Address:
City of McCall
Billing Address (if different):
City of McCall
Company Company
Public Works Department
Site
Peter Borner
Site
Technical Administrator Name Account / Billing Contact Name
pborner@mccall.id.us
E-mail Address
815 North Sampson Trail
Address/Street (no P.O. Box)
E-mail Address
216 East Park Street
Address/Street (no P.O. Box) •
McCall McCall
City City
Idaho 83638 Idaho 83638
State and Zip
USA
Country
(208) 634-3458
State and Zip
Counny
Phone Phone
SEL002710-I/0001
Bentley will add this site to SELECTserver Online (a hosted, managed solution) for the management of your Bentley
Product licenses.
Subscriber will install, activate and maintain a SELECTserver gateway Service (a "Gateway") to manage pre-XM Bentley
Products at this Site. The new (or existing) Gateway will be physically located at the Shipping Address listed on the Site
Information Page found in Attachment 1.
(Optional):
To discuss other Licensing options, please check the box below and a Bentley Representative will contact the Technical Administrator
identified in the "Shipping Address" section.
❑ Please contact the site Technical Administrator regarding other licensing options.
For more information on Bentley, please visit www.bentley.com or call 1-800-BENTLEY
Bentley SELECT'
SEL002710-1/0001
City of McCall
Lindley Kirkpatrick
218 East Park Street
McCall ID 83638
USA
tiS
SEP 2 6 2011
September 22, 2011
Dear Lindley Kirkpatrick:
On behalf of Bentley, I would like to welcome you to the Bentley SELECTsM Program. Bentley
SELECT is more than a service contract; it's a comprehensive technology and service
subscription program that includes flexible subscription options, exclusive licensing privileges,
continuous product upgrades, comprehensive technical support, a wealth of online resources,
special discounts, and more.
Enclosed you will find a copy of your SELECT agreement. Please retain this document for your
records. To begin taking advantage of the benefits available to you as a new subscriber, log onto
SELECTServices online, (http://selectservices.bentley.com) your private support and resource
center.
Your site administrator received a SELECT Services user name and temporary password via e-
mail. The administrator should go to http//selectservices.bentley.com, log in and then choose a
new password if desired. This password should not be shared with other users.
Again, welcome to the program. We look forward to working with you and are committed to
your success.
Sincerely,
Bentley SELECT
Enclosures:
KELLER
associates
Lv`
Bentley Systems, Incorporated
685 Stockton Drive • Exton, PA 19341-0678 • Tel: (610) 458-5000 • Fax: (610) 458-1060