14079-CI VENDOR SIGNED.PDF

CONTRACT PURSUANT TO COMPETITION
IMPRACTICABLE (MCI-351)
SERIAL 14079-C1
This Contract is entered into this 5' day of November, 2014 by and between Marieopa County ("County"), a
political subdivision of the. State of Arizona, and Bentley Systems, Incorporated ("Contractor") for the provision of
software licensing privileges and related professional services.
1.0 CONTRACT TERM:
1.1 This Contract is for a term of three (3) years, beginning on the 1st day of December, 2014 and
ending the 30th day of N o vember, 2017.
The County may, at its option and with the agreement of the Contractor, renew the term of this
Contract for additional terms up to a maximum of three 0) years, (or with agreement of both
parties, extend the contract on a month-to-month basis for a maximum of six (6) months after
expiration). The County shall notify the Contractor in writing of its intent to extend the Contract
term at least thirty (30) calendar days prior to the expiration of the original contract term, or any
additional term thereafter.
2.0 FEE ADJUSTMENTS:
Any request for a fee adjustment must be submitted sixty (60) days prior to the current Contract expiration
date. Requests for adjustment in cost of labor and/or materials must be supported by appropriate
documentation. If County agrees to the adjusted fee, County shall issue written approval of the change.
The reasonableness of the request will be determined by comparing the request with the (Consumer Price
Index) or by performing a market survey.
3,0 PAYMENTS:
3,1 As consideration for performance of the duties described in Section 5 herein, County shall pay
Contractor the Sum(s) stated in Exhibit "1.", which may be amended by the parties from time to
time,
3,2 Payment shall be made upon the County's receipt of a properly completed invoice, and shall be
made not More than thirty (30) days after the date of the invoice.
3.3 INVOICES:
3,3,1 The Contractor shall submit one (1) legible copy of their detailed. invoice before
payment(s) can be made. At a minimum, the invoice must provide the following
information:
• .Company name, address and contact
• County bill-to name and contact information
* Contract serial number

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• County purchase order number
• Invoice number and date
• Payment terms
• Date of service or delivery
• Quantity
• Contract Item nuniber(s)
• Description of service provided
• Pricing per unit of service
• Freight (if applicable)
• Extended price
• Mileage \It/rate (if applicable)
.1 Total Amount Due
3.3.2 Problems regarding billing or invoicing shall be directed to the County as listed on the
Purchase Order.
3.3,3 Payment shall be made to the Contractor by Accounts Payable -through the Maticopa
County Vendor Express. Payment Program. This is an Electronic Funds Transfer (EFT)
process. After Contract Award the Contractor shall complete the Vendor Registration
Form located on the County Department of Finance Vendor Registration Web Site
(11 Up: //www.m a rieopn clo rs,astA)„
3.3.4 EFT payments to the routing and -account numbers designated by the Contractor will
include the details on the specific invoices that the payment covers. The Contractor is
required to discuss remittance delivery capabilities with their deSignated financial
institution for access to those details.
4.0 AVAILABILITY OF FUNDS:
4.1 The provisions of this Contract relating to payment for services shalt become effective when funds
assigned for the purpose of compensating the Contractor as herein provided are actually available
to County for disbursement, The County shall be the sole jUdge and authority in determining the
availability of funds under this Contract. County shall keep the Contractor fully :informed as to the
availability of funds.
4.2 If any action is taken by any state agency, Federal department or any other agency or
instrumentality to suspend, decrease, or. terminate its fiscal obligations under, or in connection
with, this Contract, County may amend, suspend, decrease, or terminate its obligations under, or in
connection with, this Contract. in the event of termination, County shall be liable for payment
only for services rendered prior to the effective date of the termination, provided that such services
are performed in accordance with the provisions of this Contract. County shall give written notice
of the effective date of any suspension, amendment, or termination under this Section, at least ten
(10) days in advance.
5,0 DUTIES:
5.1 The Contractor shall perform all duties stated in Exhibit '2", or as otherwise directed in writing by
the Procurement Officer and agreed by Contractor. Duties to be performed by Contractor
hereunder shall be either:
(a) Provision of software licensing privileges as set forth in Exhibit "1" and Exhibit "2" hereto
(such privileges in the aggregate hereinafter referred. to as "County's ELS"), It is mutually
understood and agreed (i) that Exhibit "2" hereto comprises that certain Bentley SELECT
Program Agreement, including Exhibits A, B, C, D, F, LS, and T thereto (the "SELECT
Agreement"), and (ii) that this Contract, as supplemented by the SELECT Agreement, sets
forth the terms and conditions governing County's ELS,
01'

SERIAL 14079 -CI
(b) Performance of professional services as may be set .forth in any work order agreed to by
County and Contractor and added to Exhibit "2" (such services hereinafter referred to as
"SELECT Professional Services"). It is mutually understood and agreed that this Contract; as
supplemented by the SELECT Agreement, sets forth the terms and conditions governing
SELECT Professional Services,
5.2 During the Contract term, County may provide Contractor's personnel with adequate workspace
for consultants and such other related facilities as May be required by Contractor to cany out its
contractual obligations.
6.0 TERMS and CONDITIONS:
6.1 INDEMNIFICATION:
6.1.1 To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold
harmless County, its agents, repreSentatives, officers, directors, officials, and employees
(each, an "Indemnified Party") from and against all third-party claims for bodily injury or
property damage, and damages, losses and expenses directly related to such claims,.
including, but not limited to, attorney fees, court costs, expert witness fees, and the cost
of appellate probeedings, caused by the gross negligence or willful misconduct of
Contractot (or any person or entity for whose acts, errors, omissions, mistakes or
malfeasanee Contractor may be legally liable) while performing SELECT Professional
Services under this Contract on County's premises,
6,1.2 The amount and type of insurance coverage requirements set forth herein will in no way
be construed as limiting the scope of the indemnity in this paragraph.
The scope of this indemnification does not extend to any claim arising from the sole
negligence of County and the scope of this indemnification does not extend to any claitti
arising from the County's use of Contractor's software, or any other Indemnified Party's
use of Contractor's software, or the results of such use.
6.2 INSURANCE:
6.2.1. Contractor, at Contractor's own expense, shall purchase and maintain the herein
stipulated minimum insurance from a company or companies duly licensed by the State
of Arizona and possessing a current A.M. Best, Inc. rating of B-H-,. In lieu of State of
Arizona licensing, the stipulated insurance -may be purchased from a company or
companies, which are authorized to do business in the State of Arizona, provided that
said insurance companies meet the approval of County. The form of any insurance
policies and forms must be acceptable to County.
6,2.2 All insurance required herein shall be maintained in full force and effect until all work or
service requited to be performed under the terms of the Contract is satisfactorily
completed and formally accepted. Failure to do so may, at the sole discretion of County,
constitute a material breach of this Contract,
6.2.3 Up to the limits stated herein Contractor's insurance shall be primary insurance as
respects County, and up to the limits stated herein any insurance or self-insurance
maintained by County shall net contribute to it.
6.2,4 Any failure to complywith the claim reporting provisions of the insurance policies or any
breach of an insurance policy warranty shall not affect the County's right to coverage
afforded under the insurance policies.
6.2-.5 The insurance policies may provide coverage that contains deductibles or self-insured
retentions. Contractor shall be solely responsible for the deductible and/or self-insuted
retention,

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6,2,6 County reserves the right to request and to receive, within 10 working days, certified
copies of any or all of the herein required insurance certificates. County shall not be
obligated to review policies and/or endorsements or to advise Contractor of any
deficiencies in such policies and endorsements, and such receipt shall not relieve
Contractor from, or be deerned a waiver of County's right to insist on strict fulfillment of
Contractor's obligations under this Contract.
6.2.7 The insurance policies required by this Contract, except Workers' Compensation, and
Errors and Omissions, Shall name County, its agents, representatives, officers, directors,
officials and employees as Additional Insureds,
6.2.8 [Not Used]
6.2.9 Commercial General Liability:
Commercial General Liability insurance and, if necessary, Commercial Umbrella
insurance with a limit of not less than $2,000,000 for each occurrence, $2,000,000
Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit.
The policy shall include coverage for bodily injury,. broad form property damage,
personal injury, products and completed operations and blanket contractual coverage, and
shall not contain any provision which would serve to limit third party action over claims.
There shall be no endorsement or modification of the COL limiting the scope of coverage
for liability arising from explosion, collapse, or undergronnd property damage.
6.2.10 Automobile Liability:
Commercial/Business Automobile Liability insurance and, if necessary, Commercial
Umbrella insurance with a combined single limit for bodily injury and property damage
of not less than $2,000,000 each occurrence with respect to any of the Contractor's
owned, hired, and non-owned vehicles assigned to or used in performance of the
Contractor's work or services tinder this Contract.
6.2.11 Workers' CompenSation:
6.2,11.1 Workers' Compensation insurance to cover obligations imposed by federal
and state statutes having jurisdiction of Contractor's employees engaged in the
performance of the work or services under this Contract; and Employer's
Liability insurance of not less than $1,000,000 for each accident, $1,000,000
disease for each employee, and $1,000,000 disease policy limit,
62,11.2 Contractor waives all rights against County and its agents, officers, directors
and employees for recovery of damages to the extent these damages are
covered by the Workers' Compensation and .Employer's Liability or
commercial umbrella liability insurance obtained by Contractor pursuant to
this Contract.
6.2,12 Errors and Omissions Insurance:
Errors and Omission insurance and, if necessary, Commercial Umbrella insurance,
which will insure and provide coverage for errors Or omissions of the Contractor, with
limits of no less than $1,000,000 for each claim.
6.2.13 Certificates of insurance.
62.13.1 Prior to commencing work or services under this Contract, Contractor shall
furnish the County with valid and complete certificates of insurance, or formal
endorsements as required by the Contract in the form provided by the County,
issued by Contractor's insurer(s), as evidence that policies providing the

SERIAL 14079 -CI
required coverage, conditions and limits required by this Contract are in fall
force and effect. Such certificates shall identify this contract number and title.
Such certificates shall be made available to the County upon ten (10) business
days. BY SIGNING THE AGREEMENT PAGE THE CONTRACTOR
AGREES TO THIS REQUIREMENT AND FAILURE TO MEET THIS
REQUIREMENT WILL RESULT IN CANCELLATION OF
CONTRACT.
6.2.13.1.1 In the event any insurance policy (ies) required by this contract is
(are) written on a "claims made' basis, coverage shall extend for two
years past completion and acceptance of Contractor's work or
services and as evidenced by annual Certificates of Insurance.
6.2.13.1,2 If a policy does expire during the life of the Contract, a renewal
certificate must be sent to County fifteen (15) days prior to the
expiration date.
6.2.14 Cancellation and Expiration Notice,
insurance required herein shall not be permitted to expire, be canceled, or materially
changed Without thirty (30) days prior written notice to the County,
6.3 WARRANTY OF SERVICES:
6.3.1 Contractor's warranty for County's ELS and for SELECT Professional Services is set
forth in Section 4,01 to Exhibit B to the SELECT Agreement. County's acceptance of
services or goods provided by the Contractor shall not relieve the Contractor from its
obligations under this warranty,
6.3,2 In addition to its other remedies, provided no more than ninety (90) days have elapsed
since completion, County may, at the Contractor's expense, require prompt correction of
any SELECT Professional Services failing to meet the Contractor's warranty herein.
SELECT Professional Services corrected by the Contractor shall be subject to all the
provisions of this Contract in the manner and to the same extent as services originally
furnished hereunder.
6.4 INSPECTION OF SELECT PROFESSIONAL SERVICES:
6.4.1 The Contractor shall provide and • maintain an inspection system acceptable to County
covering the SELECT Professional Service's under this Contract. Complete records of all
inspection work performed by the Contractor shall be maintained and made available to
County dining contract performance and for as long afterwards as the Contract requires.
6.4.2 County has the right to inspect and test all on-site SELECT Professional Services called
for by the Contract, to the extent practicable at all times and places during the term of the
Contract. County shall perform inspections and tests in a manner that will not unduly
delay the work,
6.4.3 Without limiting the generality of the foregoing, in the event County and Contractor enter
into a work order fur -SELECT -Professional Services with respect to which it is necessary
to arrange for user acceptance testing ("UAT"),_ such work order shall include UAT
procedures including without limitation, Contractor responsibility for test scripts and
other UAT criteria, recursive thneframes. for County's notice of noneonformities and
Contractor's resolution of noneonfonnities, and final acceptance criteria.
6.5 NOTICES:
All notices given pursuant to the terms of this Contract shall be addressed to:

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For County:
Maricopa County
Office of Procurement Services
ATTN: Contract Administration
320 West Lincoln Street
Phoenix, Arizona 85003-2494
For Contractor:
Bentley Systems, Incorporated
ATTN: General Counsel
685 Stockton Drive •
Exton, Pennsylvania 19341.
6.6 REQUIREMENTS CONTRACT:
The parties understand and agree that County's obligation to pay for County's ELS is subject to
Section 4.0 (Availability of Funds).
County's obligation to pay for SELECT Professional Services is also subject to Section 4.0
(Availability of Funds), and in addition, the following shall apply:
6.6.1 Contractor signifies its understanding and agreement by signing this document that, this
Contract is a requirements contract. This Contract does not guarantee any purchases will
be • made (minimum, or maximum). Orders will only be placed When County identifies a
need and issues a purchase order or a written notice to proceed.
6.6.2 County reserves the right to cancel purchase orders or notice to proceed within a
reasonable period of time after issuance, Should a purchase order or notice to proceed be
canceled, the County agrees to reimburse the Contractor for actual and documented costs
incurred by the Contractor. The County will not reimburse the Contractor for any
avoidable costs incurred after receipt of cancellation, or for lost profits, or shipment of
product or performance o prior to issuance of a purchase order or notice to
proceed.
6.6.3 Purchase orders will be cancelled in writing.
6.7 TERMINATION FOR CONVENIENCE:
The County reserves the right to terminate the Contract, in whole or in pait at any time, when in
the best interests of the County without penalty or recourse. Upon receipt of the written notice,
the Contractor shall :immediately stop all work, as directed in the notice, notify all subcontractors
of the effective date of the termination and minimize all further costs to the County. In the event
of termination under this paragraph, all Work Product (as defined below) shall be delivered to the
County upon demand. The Contractor shall be entitled to receive just and equitable compensation
for Work Product in progress, Work Product completed and Work Product accepted before the
effective date of the termination.
The term "Work Product" shall mean all results of SELECT Professional Services performed by
Contractor for County under this Contract.
6.8 TERMINATION FOR DEFAULT:
6.8.1. In addition to the rights reserved in the Contract, either party may terminate the Contract
in whole or in part due to the failure of the other party to comply with any material term
or condition of the Contract to acquire and maintain all required insurance policies,

SERIAL 14079 -CI
bonds, licenses and permits are material, or to make satisfactory progress in performing
the Contract. The Procurement Officer shall provide written notice of the termination
and the reasons for it to the Contractor.
6,8.2 Upon termination under this paragraph, all Work Product prepared by the Contractor and
paid for by County under the Contract shall be delivered to the County on demand.
6.8.3 Not Used
6.8.4 The Contractor shall continue to perform, in accordance with the requirements of the
Contract, up to the date of termination, as directed in the termination notice.
6.9 TERMINATION BY THE COUNTY:
If the Contractor should be adjudged bankrupt or should make a general assignment for the benefit
of its creditors, or if a receiver should be appointed on account of its insolvency, the County may
terminate the Contract. If the Contractor should persistently or repeatedly refuse or Should fail,
except in cases for which extension of time is provided, to provide enough properly skilled
workers or proper materials, Or persistently disregard Taws and ordinances, or not proceed with
work or otherwise be guilty of a substantial violation of any provision of this Contract, then the
County may terminate the Contract. Prior to terminatiOn of the Contract, the County shall give the
Contractor fifteen- (15) calendar day's written notice. Upon receipt of such termination notice, the
Contractor shall be allowed fifteen (15) calendar days to cure such deficiencies.
6.10 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST:
Notice is given that pursuant to A.R.S. §38-511 the County may cancel this Contract without
penalty or further obligation within three years after execution of the contract, if any person
significantly involved in initiating, negotiating, securing, drafting or creating the contract on
behalf of the County is at any time while the Contract or any extension of the Contract is in effect,
an employee or agent of any other party to the Contract in any capacity or consultant to any other
party of the Contract with respect to the subject matter of the Contract, Additionally, pursuant to
A.R.S §38-511 the County may recoup any fee or commission paid or due to any person
significantly involved in initiating, negotiating, securing, drafting or creating the contract on
behalf of the County from any other party to the contract arising as the result of the Contract.
6.11 NOT USED
6.12 ADDITIONS/DELET1ONS OF SERVICE:
6.12.1 The County reserves the right to add and/or delete work orders for SELECT Professional
Services as mutually agreed. If a work order for SELECT Professional Services is
deleted, payment to the Contractor will be reduced proportionately, to the amount of
service reduced in accordance with the hid price. If additional SELECT Professional
Services are required from a Contract, prices for such additions Will be negotiated
between the Contractor and the County.
6.12.2 The County reserves the right of final approval on proposed staff for all work/Task
Orders. Also; upon request by the County, the Contractor will be required to remove any
employees Working on Comity projects and substitute personnel based on the discretion
of the County Within two business days, unless previously approved by the County. In no
event shall Contractor be responsible for project delay resulting from the County's
exercise of its discretion under this Section 6.42.2.

SER AL 14079 -Cl
6.13 RELATIONSHIPS:
In the performance of the services described herein, the Contractor shall act solely as an
independent contractor, and nothing herein or implied herein shall at any time be construed as to
create the relationship of employer and employee, partnership, principal and agent, or joint venture
between the District and the Contractor.
6.14 SUBCONTRACTING:
Except for _assignment to any successor in interest to Contractor's business and except for any
assignment or subcontracting to any direct or indirect wholly-owned subsidiary of Contractor, the
Contractor may not assign this Contract or subcontract to another party for performance of the
terms and conditions hereof without the written consent of the County, which shall not be
unreasonably withheld. All correspondence authorizing subcontracting must reference the
Proposal Serial Number and identify the job project.
County shall not assign this Contract or delegate its duties hereunder without prior written consent
by Contractor, such consent not to be unreasonably withheld, conditioned, or delayed,
Any purported assignment in violation of this provision shall be void and without effect.
6.15 AMENDMENTS:
All amendments to this Contract shall be in Writing and signed by both parties. Marleopa County
Office of Procurement Services shall be responsible for approving all. amendments for Maricopa
County.
6.16 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW:
6,16.1 In accordance with section MCI 371 of the Maricopa County Procurement Code the
Contractor agrees to retain all books, records, accounts, statements, reports, files, and
other records and back-up documentation relevant to this Contract for six (6) years after
find payment or until after the resolution of any audit questions which could be more
than six (6) years, whichever is latest. The County, Federal or State auditors and any
other persons duly authorized by the Department shall„ have full access to, atid the right
to examine, copy and make use of, any and all said materials.
6.16.2 If the Contractor's books, records, accounts, statements, reports, files, and other moor&
and back-up documentation relevant to this Contract are not sufficient to support and
document that requested services were provided„ the Contractor shall reimburse
Maricopa County for the services not so adequately supported and documented.
6.16.3 Not Used
6,17 AUDIT DISALLOWANCES:
If at any time, County determines that a cost for which payment has been made is a disallowed
cost, under applicable law or regulation, such as overpayment, County shall notify the Contractor
in writing of the disallowance. County shall also state the means of correction, which may be but
shall not be limited to adjustment of any future claim submitted by the Contractor by the amount
of the disallowance, or to require repayment of the disallowed amount by the Contractor. .
6,18 SEVERAB1LITY;
The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the
validity of any _other provision of this Contract.

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6.19 RIGHTS IN DATA/WORK PRODUCT:
Subject to Section 1.07 of Exhibit C Professional Services to the SELECT Agreement, upon full
payment for SELECT Professional Services, Contractor shall grant the County a license to use
Work Product, Specifically excluding Work Product, Which shall be owned by Contractor, The
County shall own have the use of all other data and reports resulting from this Contract without
additional cost or other restriction except as provided by law. Each party shall supply to the other
party, upon_ request, any available information that is relevant to this Contract and to the
performance hereunder.
6.20 INTEGRATION:
This Contract represents the entire and integrated agreement between the parties and supersedes
all prior negotiations, proposals, communications,. understandings, representations, or agreements,
whether oral or written, express or implied. The terms and conditions of this Agreement and of
the applicable Contractor confirmation shall apply to each order accepted or shipped by Contractor
hereunder. Any additional or different terms or conditions appearing on a purchase order issued by
County hereunder, even if Contractor acknowledges such terms and conditions, shall not be
binding on the parties unless both parties expressly agree in a separate writing as provided under
Section 6.15 of this Contract.
6.21 VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES §41-
4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS:
6.21.1 Ey entering into the Contract, the Contractor warrants compliance with the Immigration
and Nationality Act (INA using e-verify) and all other federal immigration laws and
regulations related to the immigration status of its employees and A.R.S. §23-214(A). The
contractor shall obtain statements from its subcontractors certifying compliance and shall
furnish the statements to the Procurement Officer upon request. These warranties shall
remain in effect through the term of the Contract, The Contractor and its subcontractors
shall also maintain Employment Eligibility Verification forms (F9) as required by the
Immigration Reform and Control Act of 1986, as amended from time to time, for all
employees performing work under the Contract and verify employee compliance using the
&verify system and shall keep a record of the verification for the duration of the
employee's employment or at least three years, whichever is longer. 1-9 forms are available
for download at USCIS.GOV .
6.21,2 The County retains the legal right to inspect contractor and subcontractor employee
documents performing work under this Contract to verify compliance with paragraph
6.21.1 of this Section. Contractor and subcontractor shall be given reasonable notice of the
County's intent to inspect and shall make the documents available at the time and date
specified. Should the County suspect or find that the Contractor or any of its subcontractors
are not in compliance, the County will consider this a material breach of the contract and
may pursue any and all remedies allowed by law, including, but not limited to: suspension
of work, termination of the Contract for default, and suspension and/or debarment of the
Contractor. All costs necessary to verify compliance are the responsibility of the
Contractor.
6.22 CONTRACTOR LICENSE REQUIREMENT:
6.22.1 The Respondent shall procure all pernfitS, insurance, licenses and pay the charges and
foes necessary and incidental to the lawful conduct of his/her business, and as necessary
complete any required certification requirements, required by any and all governmental
or non-governmental entities as mandated to maintain compliance with and in good
standing for 611 permits and/or licenses. The Respondent shall keep fully informed of
existing and future trade or industry requirements, Federal, State and Local laws,
ordinances, and regulations which in any manner affect the fulfillment of a Contract and
shall comply with the sanie. Contractor shall immediately notify both Office of

SERIAL 14079 -CI
Procurement Services and the using agency of any and all changes concerning permits,
insurance or licenses.
6.22.2 Respondents furnishing finished products, materials or articles of merchandise that will
require installation or attachment as part of the Contract, shall possess any licenses
required. A Respondent is not relieved of its obligation to possess the required licenseS
by subcontracting of the labor portion of the Contract. Respondents are advised to
contact the Arizona Registrar of Contractors, Chief of Licensing, at (602) 542-1525 to
ascertain licensing requirements for A particular contract. Respondents shall identify
which license(s), if any, the Registrar of Contractors requires for performance of the
Contract.
6.23 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
6.23,1 The undersigned (authorized official signing for the Contractor) certifies to the hest of his
or her knowledge and belief, that the Contractor and its principals:
6.23,1.1 are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any Federal
Department or agency;
6.23.1.2 have not within 3-year period preceding this Contract been convicted of or
had a civil judgment rendered against them for commission of fraud or a
criminal offense in connection with obtaining, attempting to obtain, •or
performing a public (Federal, State or local) transaction or contract under a
public transaction; violation of Federal or State antitrust statues or
commission of embezzlement, theft, forgery, bribery, falsification or
destruction of records, making false statements, or receiving stolen property;
6.23.1.3 are not presently indicted or otherwise criminally or civilly charged by a
government entity (Federal, State or local) with commission of any of the
offenses emmterated in paragraph (2) of this certification; and
6.23.1,4 have not within a 3-year period preceding this Contract had one or more
public transaction (Federal, State or local) terminated for cause of default.
6.23.2 Should the Contractor not be able to provide this certification, an explanation as to why
should be attached to the Contact.
6.23.3 The Contractor agrees to include, without modification, this clause in all lower tier
covered transactions (i.e. transactions with subcontractors) and in all solicitations for
lower tier covered transactions related to this Contract.
6.24 PRICES:
Contractor warrants that all prices in this Agreement are no less favorable to County than those
offered by Contractor to any other government customer in Arizona that does not purchase from
Contractor's GSA Schedule,
6.25 GOVERNING LAW:
This Contract shall be governed by the laws of the state of Arizona without regard to conflicts of
law provisions. To the maximum extent permitted by applicable law, the parties agree that the
provisions of the United Nations Convention on Contracts for the International Sale of Goods, as
amended, and of the Uniform Computer Information Transactions Act, as it may have been or
hereafter may be in effect in any jurisdiction, shall not apply to this Agreement. Venue for any
.actions or lawsuits involving this Contract will be in Maricopa County 'Superior Court or in the
United States District Court for the District of Arizona, sitting in Phoenix, Arizona.

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6.26 ORDER OF PRECEDENCE:
With respect to SELECT Professional Services—In the event of a conflict in the provisions of this
Contract and the SELECT Agreement, the terms of this Contract shall prevail.
With respect to County's ELS—In the event of a conflict in the provisions of this Contract and the
SELECT Agreement, the terms of the SELECT Agreement shall prevail.
6.27 INFLUENCE
As prescribed in MCI -1202 of the Maricopa County Procurement Code, any effort to influence an
employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct,
may be grounds for Disbarment or Suspension under MCI-902.
An attempt to influence includes, but is not limited to:
6.27.1 A Person offering or providing a gratuity, gift, tip, present, donation, money,
entertainment Or educational passes or tickets, or any type valuable contribution or
subsidy,
6.27.2 That is offered or given with the intent to influence a decision, obtain a contract, garner
favorable treatment, or gain favorable consideration of any kind.
If a Person attempts to influence any employee or agent of Maricopa County, the Chief
Procurement Officer, or his designee, reserves the right to seek any remedy provided by the
Maricopa County Procurement Code, any remedy in equity or in the law, or any remedy provided
by this contract.
6.28 PUBLIC RECORDS:
All Offers submitted and opened are public records and must be retained by the Records Manager
at the Office of Procurement Services. Offers shall be open to public inspection after Contract
award and execution, except for such Offers deemed to be confidential by the Office of
Procurement Services. If an Offeror believes that information in its Offer should remain
confidential, it shall indicate as confidential, the specific information and submit a statement with
its offer detailing the reasons that the information should not be disclosed. Such reasons shall
include the specific harm or prejudice which may arise. The Records Manager of the Office of
Procurement Services shall determine whether the identified -information is confidential pursuant
to the Maricopa County Procurement Code.
As set forth in. Section 3.06 of the SELECT Agreement, County endeavors to prevent from
becoming generally known to the public Contractor's confidential, proprietary and technical
information pertaining to Contractor's software and technology and business practices. In the
event County receives a public record request for such information, the County shall advise the
Contractor - of the request and permit the Contractor a reasonable opportunity to provide the
County information to support, as. provided by Arizona law, withholding the information from
disclosure.
6.29 CHANGE ORDERS:
Either party may request a change to the scope of work 'required under this Contract on any task
including but not limited to alterations, additions, deviations, and omissions' from or to the scope
of work, Contractor shall provide County with a written assessment within .a reasonable time
identifying- the price and schedule impact of implementing the change. Neither party shall be
obligated to commence work on the requested change until 'theyhave agreed in writing to an
equitable adjustment. If a change to the contract pricing, occurs pursuant to this paragraph,
Contractor will provide the County with a written change order identifying the pricing impact.

SERIAL 14079 -C1
630 INCORPORATION OF DOCUMENTS:
The following are to be attached to arid made part of this Contract:
6.30,1 Exhibit License Subscription Order Form (pricing for County's ELS);
6,30,2 Exhibit 2, Bentley SELECT Program Agreement;
6,30.3 Exhibit 3, Office of Procurement Services Contractor Travel and Per Diem Policy.

SERIAL 14079-CI
IN WITNESS WHEREOF, this Contract is executed on the date set forth above.
CONT,RACTOR
AUTHORIZED SIGNATURE
*oi o Tevvco, \i I e- --evest-k
PRINTED NAME AND TITLE
5 toc_tclovk -Or na5 t
ADDRESS
22. e) -t- 2-
DATE
IVIARICOPA COUNTY
CHAIRMAN, BOARD OF SUPERVISORS DATE
ATTESTED:
CLERK OF THE BOARD DATE
APPROVED AS TO FORM:
LEGAL COUNSEL DATE

SERIAL 14079-CI
EXHIBIT 1
PRICING
COMMODITY CODE: 92045
CON TRACTOR NAME: BENTLEY SYSTEMS, INCORPORATED
VENDOR NUMBER : W000003698 X
STREET ADDRESS: 685 STOCKTON DRIVE
EXTON, PA 19341
PD. ADDRESS:
TELEPHONE NUMBER: (610) 458-5000
FACSIMILE NUMBER: (610) 458-3181
WEB Kt E.: www, bentley. coin
REPRESENTATIVE: BRIEN GREEN
REPRSENTATIVES E-MAIL ADDRESS: Brien.Green@bentley.com
WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO [XJNO
PURCHASE FROM THIS CONTRACT. [ YES
WILL ACCEPT PROCUREMENT CARD FOR [ ] YES [X] NO
PAYMENT.
PROMPT PAYMENT TERMS: NET 30 DAYS
This order form list the specific details of the License Subscription Program that Subscriber has agreed to
participate in, as described in Exhibit LS of Subscriber's SELECT Program Agreement, This order form
designates which particular License Subscription Program. is applicable to Subscriber, and establishes the duration
of Subscriber's participation in the program, the corresponding License Subscription Fees, and other details
regarding the program. The parties agree to the following:
• SUBSCRIBER.: Maricopa County Department of Transportation
2901 W. Durango Street
Phoenix, AZ 85009-6357
O SELECT PROGRAM AGREEMENT CLA M: 0010369318
e ULTIMATE ACCOUNT ID 11: 1001387506
• APPLICABLE LICENSE SUBSCRIPTIONPROGRAM: Enterprise License Subscription (ELS)
• ELS PROGRAM COMMENCEMENT DATE: December 1, 2014
• INITIAL TERM: ELS Program Commencement Date through November 30, 2017
O RENEWAL TERM: successive (1) year terms following the Initial Term
• RESET PERIOD: The annually recurring twelve (12) month period commencing each December
1 and ending each November .30.
• RESET CALCULATION SCHEDULE: Commencing at the end of the third year of the Initial
Term, and annually thereafter, Bentley shall determine Subscriber's LS Fee for the next year
based on Subscriber's license use during the immediately preceding year.

SERIAL 14079-CI
• MEASUREMENT PERIOD: Each calendar month during the pertinent Reset Period,
• RANKED MEASUREMENT PERIOD PEAK:
ELIGIBLE PRODUCT RANKED MEASUREMENT PERIOD PEAK
AEP Products Highest
AU other Eligible Products 2nd Highest
• MULTIPLIER:
_ELIGIBLE PRODUCT MULTIPLIER
AEP Products 2.3
All other Eligible Products 2.3
• ANNUAL LS FEES:
1. The LS Fee for Year 1 of the Initial Term (December 1, 2014 through November 30, 2015)
shall be $91,587.05.
2. The LS Fee for Year 2 of the initial Term (December 1, 2015 through November 30, 2016)
shall be•$94,426.25.
3. The LS Fee for Year 3 of the Initial Term (Deeember 1, 2016 through November 30, 2017)
shall be $97,353.47.
4. Unless otherwise agreed in a writing signed by the authorized representatives of the parties
at expiration of the Initial Term, the LS fee for any Renewal Term shall be the greater of
(a) the LS Fee for the immediately preceding Reset Period, or (b) the Reset Calculation.
• BENTLEY LEARN INCLUDED? Yes, per the terms of Exhibit D to the SELECT Program
Agreement
Distance Learning
/ Online Content
• LEARN Coach
/ Performance Consulting Days (10 days)
V- Learning Conference Registration Fees (Unlimited)
• SELECTsERvER: Hosted
• PAYMENT TERMS: Net thirty (30) days
O LS AFFILIATES: None
O BASELINE PRODUCTS:
Mc ID Subscriber Site(s) Part # aseline Product(s) Quantity
4013195 PHOENIX, AZ 2964 StormCAD Standalone Unlim Inlets 1
4013195 PHOENIX, AZ 2923 Flowlylaster FOY Windows 4
4013195 PHOENIX, AZ 1805 LEAP CONSPAN SELECT
4013195 PHOENIX, AZ 1821 LEAP RC-PIER sELEor 2
4013195 PHOENIX, AZ 1327 LEAP CONBOX 2
4013195 PHOENIX, AZ 2920 CulverUvlaster 4

SERIAL 14079-C1
4013195 PHOENIX, AZ 1577 Bentley InReads Survey 10
PHOENIX, AZ 1013 . Bentley Descartes for MS 2
4013195 20
4013195 PHOENIX, AZ 1592 Bentley InRoads
4013195 PHOENIX, AZ 8203 Bentley Map
4013.195 PHOEMX, A-7 1003 MieroStation 45
• INELIGIBLE P RODUCTS: None

SERIAL 14079-CI
EXHIBIT 2
BENTLEY SELECT PROGRAM AGREEMENT

BENTLEY SELECT PROGRAM AGREEMENT
SELECT Progratn Benefits
Exhibit A
Subscriber to be eligible to receive Upgrades, Updates, or Platform
I, General, Exchanges, Bentley may require that Subscriber first' return the
Subscriber agrees to purchase SELECT Program coverage for all Product (or component thereof, Update, such or Platform as hardware Exchange lock, or directly CD-ROM) to
Bentley Products licensed by Subscriber, Bentley shall provide subject to the Upgrade,
SELECT Program services to Subscriber for all Bentley Products Bentley,
licensed by Subscriber, subject to the provisions of this Agreement. 3.03, If Subscriber receives an Upgrade and uses such Upgrade then
Subscriber may complete and submit to Bentley a supplemental form Subscriber's aggregate use of the Upgrade and the original Product
referenced by Bentley as Attachment 1 ("Attachment 1"), and if subject to such Upgrade may not exceed the 'numb 4 of licenses
completed Attachment 1 shall be incorporated into this Agreement, purchased for such Product. If Subscriber receives a Platform
provided that (except with respect to the duration of the initial term of Exchange then Subscriber must immediately cease using the original
the Agreement) in the event of any inconsistency between this Product subject to such Platform E -xeitange,
Agreement and Attachment 1, this Agreement shall control with
respect to Subscriber's SELECT licensed by Program Subscriber subscription, during the kiln Any of .1, Online SELECT,
additional Bentley Protium
this Agreement shall be added automatically to Subscriber's SELECT Program 4.0 L Bentley may, from dine to time, offer Subscriber services, including,
Program coverage hereunder and the additional SELECT but not limited to, certain software fulfillment, support, social media,
Fees will be included in Subscriber's periodic invoices for SELECT and training services, to its SELECT subscribers via the Internet, or
Program services, through technology developed in the future (collectively "Online
SELECT"). Subscriber may Only use an Online SELECT service in
succr Support Services actordance with and subject to this Agreement, and any terms of use
2.01. Bentley may provide SELECT support services to Subscriber either for the Agreement. applicable In Online the event SELECT of a conflict service, with which any terms Online simplement SELECT
directly or, at its discretion, through authorized Bentley Channel this service terms of use, the terms of this Agreement shall control.
Partners. A Channel Partner's authorization may be limited to a
particular Site or Sites. Subscriber acknowledges and that that there Channel is no 4.02. Bentley shall have the sole right to control the format, content,
Partners are independent contractors of Bentley, and its Channel delivery and all other aspects of Online SELECT. Bentley specifically
employer/employee relationship between Bentley reserves the right at any time to modify the information provided
Partners, through Online SELECT, discontinue any portion of Online
Teehnical Support services to Subscriber, SELECT, or terminate any Online SELECT service altogether
2.02. Bentley shall provide facsimile, electronic mail, and Internet without providing Subscriber any prior notice,
which includes telephone,
based support to assist Subscribers regarding the use of Bentley S. Product Lteensing
Products; Passports and services (however, not to include professional
services, managed services or professional training services) and 101. General.
reasonable efforts to respond to technical inquiries within four hours
during regular business hours. The telephone portion of Technical Existing Licenses. Bentley' and Subscriber agree that the terms
Support services will be available seven days a week, 24 hours per (a) of this Agreement shall amend and supplement all license
day, provided that after normal business hours at a Subscriber's agreements existing as of the Effective Date for Products
regional support location, Subscriber may be required to contact (including prior versions thereof). in the event of 'a conflict
another Bentley.support center. 'between the tem of any license agreements existing as of the
Bentley shall have no obligation to providir a response or other Effective Date for PiOdliCh Shall aild control the terms until of this termination Agreement, of this the
2.03. service haetinder if Subscriber's technical inquiry is caused by: (a) terms Agreement, of this whereupon, Agreement with respect to any perpetually licensed
incorporation or attachment of a feature, program, or device to a Products, the terms of the license agreement provided with the
Product not approved or supplied by Bentley; (b) any Product upon its delivery to Subscriber shall govern
nonconformance caused by accident, transportation, neglect, misuse, Subscriber's use of any Such Product.
alteration, modification, or enhancement of a Product; (c) failure to
provide a suitable installation environment (d) use or the Product Future Licenses, In the event that Subscriber licenses a copy of
other than as described in its Documentation or as authorized tinder (b) a Product, Subseriber'S use of such Product shaft be governed
this Agreement; or (e) failure to incorporate any Update previously for by the tutus of the license agreementprovided with the Product
released by Bentley. Bentley shall offerSELECT support services upon its delivery to Subscriber, as amended or supplemented by
a given version of a Product, for at least twelve months, or until two the terms of this Agreement in effect at the time of such
Upgrades have been released by Bentley, whichever Occurs first. licensing. Subscriber hereby agrees that its downloading or use
anomaly, Bentley of any Products delivered to it shall constitute Subscriber's
2.04. If Subscriber experiences a production-stopping solution and ateeptnnce of the license agreement 'terms provided with the
will use good faith efforts to create an appropriate Product upon its delivery to Subscriber. In the event of a
deliver it electronically, or through Such other means as Bentley may conflict between the terms of the license agreement provided
choose in its sole discretion. with a -Product upon its delivery to Subscriber and the terms of
this Agreement in effect at the time such Product is pnrchased,
3. Upgrades, .1.1pdatert,And Platform Ekehauges the terms of this Agreement in effect at the time such Product is
3.01. Subscriber shall have the right to receive, at no additional charge purchased with shall respect control to for any the perpetually term of licensed this Agreentent. Product,
(other than shipping and handling,. if applicable), Upgrades and However; upon any termination of this Agreement the terms and
Updates for each Product covered by the SELECT Program as such conditions of the license auteenterit provided with the Product
Upgrades and Updates become available. Subscriber shall also have upon its delivery to Subscriber shall govern Subscriber's use of
'the right to exchange, atm additional charge (other than shipping and the Product.
handling, if applicable), a license for n Product (other than a
Subscription License) covered by the SELECT Program on one (0 No Transfers. Subject to Section 8.01 of Exhibit B, Subscriber
platform for an equivalent license for such Prothret on another shall not sell, transfer, assign, grant a security interest hi,
platform (a "Platform Exchange"). may be in sublicense, loan, tease or rent any of its rights under its licenses
3.0. Such Upgrade, Update, or Platform Exchange may to use Bentley Products without the prior written consent of
downloaduble electronic form, or any other means as Bentley Bentley, If consent is given by Bentley, Subscriber may
choose front -time 10 time in its sole discretion. In order for

BENTLEY SELECT PROGRAM. AGREEMENT
SELECT Program Benefits
Exhibit A
permanently transfer a license to another end user, provided all Use"), Bentley may grant Subscriber retroactive licenses to
software and related documentation and media covered by such cover Excess Use ("Quarterly Term Licenses") and invoice
license. are transferred to the transferee end user and the Subscriber fees per Site and per licensed Product for the peak
Subscriber does mot retain any copies tltereu and provided amount Of such Excess Use ("Quar(erly Term License Fees"),
further that the transferee end user agrees in writing with where such Quarterly Term Licenses shall be effective upon
Bentley to cover all of its licensed Products under the SELECT Subscriber's payment of the Quarterly Term License Fees only.
Program and be bound by the terms of the license agreement Quarterly Term License Fees shall be those in effect as of the
then in effect for such Product. start of the calendar quarter to which they apply, as calculated
and published ity Bentley via Online SELECT.
5.02. Licensing Prograins. Unless otherwise specifically set faith herein, In the event Subscriber fails to pay Quarterly Term License
Bentley Products are licensed on a per Device basis as set forth in the Fees, Bentley may, in addition to exercising any rights provided
applicable end user License that ships with the Bentley Product, The itt Section 7.02 of Exhibit B of this Agreement, i) take technical
following licensing programs are not available for all Products; please measures aimed at restricting Subscriber's capacity to engage in
check Online SELECT to ace which Products are Eligible Products Excess Use and/or ft) discontinue Subset -tiler's grant of the right
for the respective licensing programs. Bentley reserves the right to to pooled licensing pursuant to Section 5.02(a) of Exhibit A of
add or remove any Product from eligibility for licensing under the
following programs. Bentley reserves the right to discontinue any of this Agreement.
its licensing programs at any time, Withciut notice to Subscriber. SELECT Open Access. Subscriber . may, upon Bentley's
However, until renewal or termination of this Agreement, such (c) approval, be allowed to participate in Bentley's SELECT Open
termination of arty licensing program shall not affect the licenses for Access program ("SELECT Open Access"). The Use of
Products previously granted ptusuant to such terminated ffeensing Products under SELECT Open Access requires
program. For purposes of clarity, all licenses previously granted SELECTservices nad is otherwise subject to the monitoring and
pursuant to a. terminated Licensing program shall terminate upon the measuring applicable to pooled licensing as provided in Section
renewal or termination of this Agreement. 5.02(a) of Exhibit A.
(a) Pooled Licensing. Bentley hereby grants to Subscriber a limited SELECT Open Access benefits include (i) a non-exclusive,
non-transferable non-exclusive right to use Eligible Products for limited, revocable, non-transferable, non-assignable license to
Production Use only on multi-user computer networks, and to install and use for Production Use only any Eligible Products,
install a licensed Product on more than one computer or hard even those for which Subscriber has not otherwise licensed any
disk. copies of such Eligible Product and (ii) User access to on-
Subscriber shall allow the management and monitoring of demand anal virtual classroom training, as made available by
pooled licensing usage by SELECTservices. Subscriber Bentley under the Bentley LEARN Program, corresponding per
acknowledges that the continuing operation of Bentley Products Product to the amount of Subscriber's SELECT Open Meets
under pooled licensing is predicated upon Usage Data Use (as defined beloW).
communications Subscriber between hereby Bentley agrees Products not to interfere and Bentley shall, at the end of each calendar quarter, invoice
with SELECTserviees. the transmission to Bentley of accurate Usage Data by Subscriber Quarterly Tenn License Fees for the peak amount of
Subscriber's Pooled Usage during the quarter on a per Site per
installed Products. Product basis, including Excess Use of separately licensed
In the alternative, orlon Bentley's consent, Subscriber may License Products Fees ("SELECT for SELECT Open Open Access Access Use"). Use Quarterly shall be those Term in
install and implement (ethnology Bentley's as may SELECTserver be required or by =II Bentley other effect as of the start of the calendar quarter to winch they apply,
Bentley from time licensing to time to monitor usage. Subseriber agrees and as eniculated and published by Bentley via Online SELECT. By
acknowledges that, in such instance, Bentley's SELECTserver participating in SELECT Open Access, Subscriber hereby
will from time to time transmit to Bentley the Usage Data files agrees to pay Quarterly Term License Fees for all Use of
generated by SELECTserver or such other Bentley licensing Products hereby granted, such amount, in respect of any
technology. Subscriber agrees to allow the above transmission separately licensed Products, being limited to Excess Use only.
to Bentley. (0) Portfolio Balancing,
Bentley shall establish time intelvals and measure the number of At least thirty (30) days prior to each anniversary of any
unique Devices on -which &Inca& Uses each Product per Site (1) renewal of the term of this Agreement pursuant to Section
per interval ("Ponied Usage"). The interval over which Pooled 7.01 of Exhibit B, Subscriber may, upon Bentley's
Usage is measured is subject to change and may vary per approval and tinder the terms set forth herein, request
Eligible Product, as well as other criteria. Further infomtation Portfolio .Balancing, ("Portfolio Balancing"). Portfolio
on the duration of intervals and measurement of Pooled Usage Balancing allows Subscriber to exchange Eligible Product
for Eligible Products is published via Online SELECT. licenses Subscriber has purchased from Bentley for use on
SELECT Program coverage of licensed Products entitles a perpetual basis ("Perpettud Licenses") for licenses for
Subscriber to Pooled Usage in each interval at each Site up -to other Eligible Products in substitution for a Perpetual
the number of copies of such Product for which Subscriber has License ("Exchanged Portfolio LicenseS") for use at the
Licenses at such Site. Site of the Perpetual Licenses under the terms of Section
6.01 of Exhibit A.
For purposes of clarity, the right to pool licenses of Products (2) Subscriber may exchanae Perpetual Licenses for
granted to Subscriber pursuant to this Section 102(a) of Exhibit Exchanged Portfolio Licenses having a total aggregate
A shall terminate in the event of any termination or non-renewal value based on the list price in effect as published by
of this Agreement, notwithstanding that the subject Products Bentley in the Country of use for perpetual license of a
may be licensed on a perpetual basis. Product ("Current License Price") that is equal to or less
(b) Quarterly Term Licenses. If, daring a calendar quarter, the than the total aggregate value based on the Current
number of Unique Devices at a Subscriber Site that utilize a License Prices for the Perpetual Lieenses. Upon exchange,
Product in any interval exceeds the number of copies of such license rights granted by Bentley to Subscriber in respect
Product for which Subscriber has licenses at the Site ("Excess of the Perpetual Licenses shall cease, and license rights hi

BENTLEY SELECT PROGRAM AGREEMENT
SELECT Program Benefits
Exhibit A
Portfolio Licenses shall available to Subscriber. Documentation is Bentley Proprietary
respect of the Exchanged Information. Bentley hereby grants to Subscriber a limited non-
commence for art initial term of twelve (12) months, with transferable non-exclusive license to use such Documentation in
by-default atitomatic requests for renewals of like terms to
follow, unless Subscriber notifies Bentley of its election support of Proditetion Ilse.
not to request a renewal term. Notwithstanding the above,
upon termination of this Agreement or the Portfolio Sidiserip dons.
Balancing licensing program any Exchanged Portfolio Bentley makes available for purchase by Subscriber eerttiin services
License granted to Subscriber shall terminate and and Product licenses for a specified term only. ("Subscription", such
Subscriber's right to .use Perpetual Licenses shall be term being the "Subscription Term"). Subscriber's use of such
reinstated. To be eligible to participate, Subscriber must he services under Subscription shrill be governed by the
current on all outstanding invoices for amounts owed to Products terms of this and Agreement, including, as applicable, Section 5.01 of
Bentley. Exhibit A. Subject to Section 6.02(c), Bentley will invoice
Subscriber is hereby entitled on a non- Subscription Fees based on the fees charged by Bentley for such
(e) No-Charge Licenses. otherwise Subscription as of the start of the Subscription Term.
exclusive basis, without payment of license fees but
subject to the terms of this Agreement, to create Production Use
copies, for use only by Subscriber, of certain Eligible Products 6.01. Subscription Licenses.
made available by Bentley from time to time and which are Subscriber may, upon Bentley's approval, purchase
designated by Bentley as no-charge software. Subscriber is (a) Subscriptions to license Eligible Products in advance of Use (a
entitled to redistribute such Produets, width are designated by "Sithscription License"). A Subscription License entitles
Bentley as available for such redistribution ; in machine readable Subscriber to license rights in a Product for Production Use, in
form to third parties to -which Subscriber distributes its Bentley Object Code form and within a Country._ To be eligible to
Products filer; provided that SubScriber procures each such third participate, Subscriber must be carrent on all outstanding
party's agreement not to further redistribute suit Products, invoices for amounts owed to Bentley. Some Subscription
Unless Bentley specifically authorizes otherwise in writing, Licenses require participation in SELECT Open Access,
• such free licenses granted or redistributed hereunder will eXpire
upon termination of this Agreement. Subscriber recognizes that the Products licensed_ under a
(b) Rubscription License are provided toSubscriber for use only for
(I) Home Use Licenses. Unless Subscriber notifies Bentley in the applicable Subscription Term or any renewal term. In no
writing that Subscriber's employees shall not be entitled to event will a Subscription License continue beyond the
obtain home use editions of a Product, 13cntley will distribute expiration or earlier termination of the SELECT Agreement
upon an employee's request made through Subscriber's site under which it is granted. Subscriber recognizes that
administrator, and permit Subscriber's employees to use, Subscription Licenses niay be delivered to Subscriber with
without charge, home use editions of certain Products (for embedded Time Clocks. Subscriber agrees that Time Clocks are
which such editions are available, as designated on Online not considered a defect of such Subscription Licenses and
SELECT) in accordance with use terms set forth in the license releaser Bentley from any and all claims, however
agreement provided with such home use edition of a Product, as characterized, arising from or related to Tinto Clocks or their
amended and supplemented by this Agreement. Restrictions on operation. Subscriber may not remove or evade Time Clocks.
home use licenses include the following: home use licenses are
not permitted to be used for Production Useor any commercial in the event of any inconsistency between this Section 6,01 of
use, incInding training; home use licenses are not for use in (e) Exhibit A and any other Section or Exhibit of this Agreement,
Subscribers offices; home use licenses may not be stored on or between. this Section 6.01 of Exhibit A and the terms and
any electronic media; home use licenses must be permitted in conditions in time license agreement provided with any Product
Subscriber's jurisdiction. The total number o f home use editions that is the subject of a Subscription License, this Section 6,01 of
available to Subscriber's employees may not exceed the number Exhibit A shall control with respect to Subscription Licenses,
of Subscriber's Product licenses to which the holm use editions
relate. Home use editions of Products are ineligible for (d) If mm Stibscription is designated as automatically renewing by
Technical Support even if Subscriber has purchased SELECT Bentley, the Subscription Tenn (and each successive term) shall
Program services. Subscriber shall not be responsible for automatically renew at its expiration for a successive term of
ensuring compliance by its employees with the Bentley home equal length unless either party gives notice of its election not to
use license, nor shall Subscriber be liable for any breaches of renew the Subscription Tenn at least thirty (30) days prior to she
such license by its employees. Snell home use licenses granted expiration of the then current term.
hereunder will expire upon termination of this Agreement,
(g) Evaluation of Products. Bentley hereby grants to Subscriber,
subject to its compliance with the procedures of this Section
5.02(g) of Exhibit A, a limited non-transferable non-exclusive
right to create, using Online SELECT (following the registration
requirements published On Online SELECT), one (I) copy per
Site of each Eligible Product solely for Evaluation Use of such
Product, provided that Subscriber shall have no right to create
evaluation copies of Products previously licensed by Subscriber.
The duration of use of an evaluation copy shall not exceed thirty
(30) days, and Bentley may provide the Product with a
mechanism that will cause the Product to time out or expire
alter thirty (30) days. Upon the earlier of the conclusion of such
(30) day evnInation period or the termination of this Agreement,
Subscriber shall destroy all topics of Products created for
evaluation hercimdcr and, upon request by Bentley, certify such
destruction in writing,
(If) Documentation. Bentley may, in association with Products,
Passports or Cloud Offerings, make certain Documentation

BENTLEY SELECT PROGRAM AGREEMENT
SELECT Prpgram Benefits
Exhibit A
the term of the Agreement, the fees in place as of the Effective Date,
6.02. Passports, or, wills respect to additional Products licensed, as of the date of such
putebase, shall remain in effect for the Subscriber until the date of the
(a) A Passport ("Passport") is a Subscription granting rights and nest renewal of this Agreement, at which time the fees shalt be
benefits to a specific named User. The Subscription Term for a changed to those charged by Bentley as of such renewal date,
Passport is the twelve month term described in Section 7.01 of provided that no changes in fees for Products covered shall be
Exhibit B of this Agreement. Subscriber may purchase effective until thirty (30) days after Subscribes receives notice of such
incremental Passports and assign such Passports to Users at any changes.
time during the SubScriptiou Term. Passports are unit-
traussferrablc mid cannot be pooled or shared among Users. Subscription Fees as Set forth in Section 6 and Quarterly Tenn
Passports shall automatically renew on the anniversary of the 7.02. License Fees as set forth in Section 5.02(b) of this Exhibit A arc
Effective Date, unless Subscriber evidences hi Bentley, with at inclusive. of SELECT Program coverage and no additional fees for
least thirty (30) da_ys' notice, that Subscriber has revoked the SELECT Program coverage shall apply for Passports utilized or
prior assignment of a Passport to a particular named User, Products licensed under a Subscription, Subscription Fees, including
monitoring of Subscription Fees for Passports, may be invoiced in conjuaction with
(b) Subscriber shall allow the management and Subscriber's SELECT Program Fees,
Passport assignment and usage, and Server Product usage,
through SELECTservices. Subscriber acknowledges that the 7,03. Bentley shall initially hwoice Stilascriber for one (1) year of SELECT
continuing availability of Passports to Users may be. predicated Program Fees for all Product licenses as of the Effective Date of this
upon communications with SELECTservices. The total number Agreement. Bentley shall provide Subscriber with a pro-rated annual
of Passports counted as assigned by Subscriber during a invoice for all Product licenses purchased during the first year
Subscription Term shall comprise, in addition to any renewing following the Effective Date of this Agreement. As of the first
Passports, the number of new Passports so purchased or auniversary of the Effective Date of this Agreement, invoices for
assigned, including each unique new User recorded in SELECT Program Fees for Product licenses shall be issued quarterly
Subscriber's SELECTscsvices Usage Data files !satsuma to this or annually. Invoices reflecting new Product licenses will include a
Section 6.02(c), during the Subscription Term. Prorated amount reflecting coverage of the PrOduct under the
Subscription Fees for each SELECT Fragrant during the preceding invoice period plus the full
(c) Subscriber shall pay to Bentley as of the start of amount for the current invoice period. Bentley may modify the tins iag
Passport purchased or assigned by Subscriber of invoicing hereunder at any time.
the Subscription Term. Bentley may also invoice Subscription
Fees for any additional Passports purchased or assigned by
Subscriber during the Subscription TOM. For Passports
purchased or assigned after the start of a Subscription Term, the
Subscription Fees shall be those as published by Bentley as of
the date Subscriber purchases or assigns such Passports.
(d) Bentley offers Passports granting license rights and access to
serviceS, These Passports include the right for an authorized
User to run Passport-enabled offerings (including Eligible
Products and other client applications and mobile apps) and to
connect to east access information and collaborate on an
unlimited number of projects, whether those projects are hosted
i) on a Server Product deployed behind Subscriber's firewaft, li)
on a Server Product licensed by an external organization, or iii)
by Bentley as a cloud-based service. The parties acknowledge
and agree that an External User may be permitted to access
Server Products licensed by Subscriber using such a Passport
owned by that External User.
(e) Bentley further offers Visas ("Visas"), which are Subscriptions
granting a User with a Passport the right to access specified
incremental services during the Subscription Terns of the
Passport. A list of available Bentley Visas may be found on
Online SELECT.
6.03. SELECTsenices. Subject to the terms of this Agreement, Subscriber
may, upon Bentley's approval, mid at no charge, be granted a
Subscription to SELECTservices to monitor mid mange Subscriber's
use of Bentley Products and Passports. In the alternative, upon
Bentley's approval, Subscriber may receive a Subscription License
for Bentley's SELECTseryer Product (or such other server-based
license management technology thatBentley may offer). The terms of
Subscriber's use of the SELECTscrver Product shall be asset forth in
the license agreement provided with the SELECTserver Produel, as
such terms are amended or supplemented in this Agreement,
'7. SELECT Program Vees
7.01. Subscriber shall pay to Bentley the applicable SELECT Program Fee
in effect for each Product licensed as -of the Effective Date of this
Agreement. Subscriber shall pay to Bentley the applicable SELECT
Program Fee in effect for each additional Product licensed during the
term hereof as of the date such additional Product license is
purchased. With respect to the Prosiness licensed by Subscriber during

BENTLEY SU:KT PROGRAM AGREEMENT
General Terms and Conditions
Exhibit B
1.16. "Platform Exchange" shall be defined as set forth in Exhibit A,
1. Definitions, Section 101 herein.
The capitalized words, terms and phrases in this Agreement shall 1.17, "Pre-Existing Works" shalt be defined as set forth in Exhibit C,
have the meanings set forth below: Section 1.08 herein.
LOL "Agreement" means the SELECT Program Agreement executed and by 1,18. "Production Use" means use of a Bentley Product in Object Code
Bentley and the Subscriber and all exhibits, attachments fonn by a User or Device, as applicable, solely for Subscriber's
amendments as in effect from time to time, internal production purposes, and excludes External Users (except
1.02. "Bentley Products" or "Products" mean the software products, data with respect to use of Passports and access of Server Products
and other materials, previously or hereafter (including software pursuant to Exhibit A, Section 6,02 herein).
products, data and other materials acquired by Bentley during the 1.19. "Proprietary Information" shall be defined as set forth in Exhibit
term of this Agreement) distributed by Bentley through delivery B, Section 3.06(a) herein.
mechanisms determined in Bentley's sole discretion (including but
not limited to distribution via Online SELECT through download available to or 1.20. "SELECT Program Fee" meant the fee for SELECT Program
by ordering typically through CD in format) Object Code that Bentley form only, makes for licensing services as published from lime to time in Bentley's solo discretion.
Subscriber
hereunder, including Updates and Upgrades thereto. 1.21. "SELECTserver" means Bentley's server-based licensing
1,03. "Channel Partner' or "Bentley Channel Partner" means technology.
individuals and companies who are authorized by Bentley to provide 1.22. "SELECTservices" means Bentley's cloud-based licensing service,
SELECT support seriicts as set forth in Exhibit A, Section 2,
1.04. "Country" means the country: -(i) where the Product is first obtained 1.23, "Serial Number" means a unique number Product, issued which by number Bentley shall for be
from Bentley or a Channel Partner; or (ii) specified in the purchase identification Subscriber of a particular and copy assigned of it by Subscriber to a particular
order for which a Production Use copy of the Product may be made registered to
or the Product is authorized to he bsed. copy of such Product.
1,05, "Device" means a single personal computer, workstation, terminal, 1.24, Server Product" means ii Product that resides on a server and
hand held computer, pager, telephone, personal digital assistant, provides functionality that Users access by connecting to the server
server, or other electronic device, using client applications or mobile apps.
1.06. "Distribute" means distribution by Bentley through all means now 1.25. "Site" means one or more discrete geographic locations at which
known or hereinafter developed. Subscriber Uses or manages the operation of Products within the
geographic boundaries of a single Country,
1.07. "Documentation" means pertaining descriptive, to Products, interactive Passports, or technical or Clood 1.26. "Subscriber" shall be defined as set forth on the front page of this
information resources Agreement, and with respect to Use of Products the term
Offerings.. "Subscriber" shall refer to: (i) One of Subscriber's full-time, part-
Log. "Effective Date" means the date that this Agreement is accepted by time, or temporary employees; or (ii) agency temporary personnel or
Bentley as indicated on the first page of this Agreement. an independent contractor engaged in Production Use and working
under Subscriber's direct supervision and control.
1.09. "Eligible Product" means a Bentley Product eligible under a 1.27. "Subscription Fee" means the fee for a Subscription -as published
licensing program or Subscription, as designated by Bentley and from time to time In Bentley's solo discretion.
published on Online SELECT, abseM of which a Product is ineligible
for any such program or Subscription, 1,28. "Subscription License" shall be defined as set thrill in Exhibit A,
1.10. "Evaluation Use" means the use of a Bentley Product solely for Section (S.01(a) herein.
internal evaluation of such Product. Evaluation projects, Use expressly use, for 1.29: "Subscription Term" shall he defined as set forth in Exhibit A,
excludes use in connection with ongoing
compensation of any kind, and Production Use, Section 6 herein.
1.11. "External User" means any User (not an organization) Who is not: 1.30. "Technical Support" 1110ftilS telephone, facsimile, Internet and
(i) one of Subscriber's full-time, part-time, or temporary employees; electronic mail based support to assist a subscriber to the SELECT
or (ii) agency temporary personnel or an independent contractor on Program as described its Exhibit A, Section 2.02 of this Agreement.
assignment at Subscriber's place of business or work-site. 1.31. "Time Clocks" means copy-protection mechanisms, or other security
1,12, "Objeet Code" means the Products in a machine readable form that devices -which may deactivate Products termination or Passports, or expiration including of the
is not convenient to human understanding of the program logic, and Bentley's Agreement, SELECTserver, mm)' applicable after Subscription Tenn or any applicable
that can be executed by a computer using tho appropriate operating
system without compilation or interpretation. Object Code renewal term
specifically excludes source code. 1.32. "Update" means a maintenance release of a Product.
1.13, "Online SELECT" Shall be defined as set forth in Exhibit A, Section "Upgrade" .means a commercial -release of a Product which has
4.01 herein. 1.33. substantial added functionally over the Product it is intended to
1,14. "Order" shall be defined as set forth in Exhibit C, Section 1.01 1,34. replace. "Usage Data" means such data or information as Bentley may collect
herein. relating to Subscriber's installation, access or use of Products;
1.15. "Passport" shall he defined ns set forth in Exhibit A, Section 6.02(a) Product features and functionality, Cloud Offerings SELECT (as rind defined other in
Exhibit F, Section 1(1)), Passports, Online
herein. Bentley services.

BENTLEY SELECT PROGRAM AGREEMENT
General Terms and Conditions
Exhibit B
1.35. "Use" (whether ornot capitalized) means utilization of the Product or 3.04. Usage tirne Data, to time Subscriber collect agrees Usage Data nod acknowledges and that all Usage that Data Bentley shall will be
Passport by an individual, front owned by Bentley and deemed Bentley Proprietary Information.
Subscriber agrees not to alter or interfere with the collection by
4.36. "User" means an individual person. Bentley of accurate Usage Data.
1.37. "Work" shall be defined as set forth in Exhibit C, Section 1.03 3.05. Reverse Engineering, Subscriber may not decode; reverse engineer,
herein. reverse assemble, reverse compile, or otherwise translate the Products
1.38. "Work Product' shall be defined as set forth in Exhibit C, Section or Documentation except and only to the extent limitation. that such activity is
1.01 herein, expressly permitted by applicable To law the extent notwithstanding that Subscriber is expressly this permitted by law to
undertake any of the activities fisted in the previous sentence,
2. Payment of Bentley Enrolees. Subscriber will net exercise those rights until it has provided Bentley
with thirty (30) days prior written notice of its intent to exercise such
2.01. Intentionally deleted. rights,
2.02_ Intentionally deleted. 3.06. Proprietary Information.
2.03. Local Price and Currency. Calculation and payment of the SELECT (a) Sobseriber understands and agrees that Bentley may, in
Program Foe or any separate price for all Passports, Products and connection -with the provision of Passports, Products and
Services hereunder shall be based on the local price and local serviees, hereunder, disclose to Subscriber confidential,
currency of the Subscriber's Site where such Passport, Product or proprietary and technical information pertaining to Bentley
service is used, Products and to Bentley's technology and business practices
2.04. Records; Audit. Subscriber shall maintain complete and accurate (collectively "Proprietary -Information Information"). in accordance Subscriber with this agrees Section to
records of Product licenses acquired prior to the date of this treat all Proprietary
Agreement and its creation and use of Passports and Products 3.06 of Exhibit B.
hereunder to permit Bentley to determine whether Subscriber has Subscriber shall maintain the confidentiality of all Proprietary
complied with its obligations hereunder. These records shall include (1) lafortnation. Subscriber shall not reproduce or copy Proprietary
the location and identification of the Subscriber hardware on which Information exCept as permitted in this Agreement or as may be
Subscriber uses each copy of the Products and identify the Users to expressly authorized in writing in advance by Bentley. All such
whom Subscriber has assigned the Passports. If Bentley suspects copies shall be marked by Subscriber as proprietary and
Usage Data is incomplete, inaccurate or indicative of non-compliance confidential information.
with Subscriber's granted rights, Bentley may request, and Subscriber
shall, upon ten (10) working days advance written notice by Bentley, (o) Subscriber shall only use Proprietary Information in furtherance
permit, reasonable inspection and copying of such records by Bentley of this Agreement, and may disclose Proprietary Information
or a third-party auditor retained by 13entleni. only to those employees required to have knowledge of same to
perform their duties pursuant to this Agreement. Subscriber
3. Intel lee Intl Pre perly Rights. shall not disclose or make Proprietary information available to
3.01. Title; Beservation ef Rights. Subscriber acknowledges and agrees any third party at any time.
that: (d) Subscriber allot] trent Proprietary Information with the same
The Products, including the Documentation for each Product, degree of care as it uses to protect its own confidential degree of
(a) and any information which Subscriber obtains through the information, and in no Case less than a reasonable
SELECT Program or the use of Online SELECT or any Other care, Upon the termination or non-renewal of this Agreement,
means of electronic transmission, contain proprietary (e) Subscriber shall retain to Bentley or, if so requested, destroy all
information of Bentley, its licensors Or other stippliers, and are Proprietary Information in its possession.
pmtected under United States copyright laws, other applicable
copyright taws, other laws relating to the protection of (f) Subscriber shall have no obligation of confidentiality with
intellectual property, and international treaty nrovisions; respect to any Proprietary Informntion that (i) has entered the
(b) The entire right, title and interest in and to the Products, the public domain other than obtained through by Subscriber a breach of from this Agreement, a third party
Documentation, any information Subscriber obtains through the with (ii) has no been obligation rightfully of confidentiality, or (iii) is previously
SELECT Program or. the use of Online SELECT or any other known by Strbscriber as demonstrated by clear and convincing
means of electronic, transmission, and all associated intellectual evidence.
property rights, shall remain with Bentley or its licensors;
(o) The Products are licensed, not sold, and title to each copy of the (g) Subscriber shall promptly unauthorized inform Bentley use or upon disclosure knowledge of the of
Products shall remain with Bentley or its licensors, and shall not any actual or potential
pass to Subscriber; and Proprietary Information.
(d) Bentley retains all rights not expressly granted. 3,07. No Benchmarks. Subscriber but not may limited not disclose to benchmarks, the results to any of third any
Product testing, including
Source Code. Subscriber shall have no right hereunder to receive, party without first obtaining Bentley's written consent to do so.
3,02. review, use Or otherwise have access la the source code for the 'Limited \Yummy; Limitation of Rernerliea nod Liability
Products. ,i;
3.03. Copyright Notices. Subscriber shall reproduce nod include on all 4.01. Limited Warranty to Section Subscriber. 5.02m Except or Section for 5.02(g) Products of licensed Exhibit A
copies of the Products created by Subscriber all copyright notices and hereof, under Section which 5.02(e), are provided to Subscriber "AS-IS" and without
proprietary legends of Bentley or its licensors as they appear in or on warranty of any kind, Bentley hereby warrants for the benefit only of
the original media containing the Products supplied by Bentley. Subscriber thin t (a) for a period of ninety (99) days ("Worranty
Period") from the date of delivery to Subscriber of a Serial Number

BENTLEY SELECT PROGRAM AGREEMENT
General Terms and Condition s
Exhibit 13
or Product, as the case may be, the Product shall, under normal use, destruction, fail-safe as on-line performance, control equipment such as in in the hazardous operation environments of nuclear
operate in substantial conformance with the functional specifications requiring facilities, aircraft navigation or communication systems, air traffic
set forth in the Documentation applicable to such Product, and (b) for control, direct life support machines, or weapons systems, its which
a period of ninety (90) days from the date of deliver, other products the failure of the Products could lend directly to death, personal
and materials furnished by Bentley to Subseriher shall, under normal Injury, or severe physical or environmentat damage, Subscriber
use, operate in substantial conformance with the Bentley further acknowledges that the Products are nut substitutes for
documentation applicable to such products and materials, If any Subscriber's professional judgment, and accordingly, neither Bentley
modifications, enhancements Of changes are Made by Subscriber or at nor its licensors or suppliers are responsible for Subscriber's use of
Subscriber's direction to the Products; if the Products are reverse - the Products or the results obtained from such use. The Products are
engineered, &compiled or disassembled; or if Subscriber breaches intended only to assist Subscriber in its business, and are not meant to
the terms of This Agreement, then the wan -anties in this section shall he substitutes for Subscriber's independent testing and verification of
be immediately terminated, This limited warranty gives Subscriber stress, safety, utility or other design parameters,
specific legal rights, Subscriber may have other rights which may
vary from state/jurisdiction to state/jurisdiction. 4.05. Limitation of Bentley Liability. IN THE EVENT THAT,
STATED 11,1 NOTWITHSTANDING SECTIONS 4.0 4.02, 4.03, 4.04 AND 4.05
4,02. Exclusion of Warranties. THE WARRANTIES OF THIS EXHIBIT B, BENTLEY 1S FOUND LIABLE FOR
SECTION 4.01 ARE BENTLEY'S SOLE AND EXCLUSIVE SELECT DAMAGES BASED ON ANY BREACH, DEFECT, DEFICIENCY
WARRANTIES PERTAINING TO THE PRODUCTS, AND OR NON-CONFORMITY IN A PRODUCT, IN SELECT SUPPORT
SUPPORT SERVICES AND OTHER MATERIALS SERVICES, OR IN ANY OTHER SERVICE OR
SERVICES LICENSED, DELIVERED OR OTHERWISE MA'fERIALS,WHETHER IN CONTRACT, TORT OR
FURNISHED BY BENTLEY UNDER THIS AGREEMENT. OTHERWISE, AND REGARDLESS OF WHETHER ANY
BENTLEY DOES NOT WARRANT THAT THE PRODUCTS, REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL
SELECT SUPPORT SERVICES, OR ANY OTHER SERVICE OR PURPOSE BY LAW, BENTLEY'S CUMULATIVE LIABILITY
MATERIALS WILL MEET SUBSCRIBER'S REQUIREMENTS, HEREUNDER SHALL NOT EXCEED TliE PRICE PAID. BY
BE FREE FROM VIRUSES OR OPERATE UNINTERRUPTED OR SUBSCRIBER FOR (i) SUCH PRODUCT, (ii) A ONE-YEAR
ERROR FREE. BENTLEY HEREBY DISCLAIMS ALL OTHER SUBSCRIPTION TO THE SELECT PROGRAM, OR (iii) SUCH
WARRANTIES EITHER_ STATUTORY, EXPRESS OR IMPLIED, OTHER DEFECTIVE SERVICE OR MATERIALS, AS THE CASE
INCLUDING WITHOUT LIMITATION, WARRANTIES IMPLIED MAY BE. THE PROVISIONS OF THIS AGREEMENT
AGAINST NON-INFRINGEMENT AND THE ALLOCATE THE RISKS BETWEEN BENTLEY AND
WARRANTIES OF IvIBRCHANTABILITY, SATISFACTORY SUBSCRIBER. BENTLEY'S PRICING REFLECTS THIS
QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. ALLOCATION OF RISK AND TUE LIMITATION OF LIABILITY
THESE EXCLUSIONS MAY NOT APPLY TO SUBSCRIBER AS SPECIFIED HEREIN.
SOME STATES/JURISDICTION DO NOT ALLOW THE
EXCLUSION OF CERTAIN WARRANTIES. 4,07. Indenutifteatton by Bentley,
4,03. Exclusive Remedy. The entire liability of Bentley and the sole and Bentley shall pay any damages finally awarded against
exclusive remedy of Subscriber far claims under Section 4.01 of this (a) Subscriber based on a claim against Subscriber that a Product
Exhibit B shall be, in Bentley's sole and abSolute discretion, (i) to which is developed and owned by Bentley infringes a third
repair Or replace a Product or other materials in breach of the party's copyright under the laws of a Berrie Convention
foregoing warranties, (ii) to advise Subscriber how to achieve the Signatory country, or results in a misappropriation of a third
same functionality with the Product as described in the party's trade secret, hr the Country where Subscriber has been
Documentation through a procedure different from that set forth in authorized to place the Product subject to such claim into
the Documentation, or (iii) to return the purchase price or fe-es paid Production Use,. if Subscriber provides to Bentley: (a) prompt
therefore, where written notice of such breach, specifying the defect, written notice of any such claim, (b) all available information
is furnished to Bentley during the Warranty Period, Repaired, and assistance, and (c) the opportunity lo exercise solo control
corrected, or replaced Products and Documentation shall be covered of the defense and settlement of any such claim.
by this limited warranty for ninety (90) days after the date: (a) of
shipment to Subscriber of the repaired or replaced Products and (b) Bentley shall also have the right, at its expense, either to procure
Documentation, or (b) Bentley advised Subscriber how to operate the the right for Subscriber to continue to use the Product or to
Products so as to achieve the ffinctionality described in the replace or modify such Product so that it becomes non-
Docsunentation. infringing. If neither of the foregoing alternatives is available on
4.04_ Exclusinn of Damages. IN NO EVENT SHALL BENTLEY QR ITS terms that Bentley, shall, upon its written its sole request discretion, from Bentley, deems desirable, return to
LICENSORS AND SUPPLIERS BE LIABLE TO SUBSCRIBER Subscriber Bentley the allegedly infringing Product, in which event Bentley
FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR shall refund to Subscriber the price paid by Subscriber for each
CONSEQUENTIAL DAMAGES, REGARDLESS OF THE copy of such returned Product, less twenty percent (20%) for
NATURE OF THE CLAlivi, INCLUDING WITHOUT each elapsed year since the commencement of the license fur
LIMITATION LOST PROFITS, COSTS OF' DELAY, such copy. In no event shall Bentley's liability under this sub-
INTERRUPTION OF BUSINESS, LOSS OF USE, INABILITY TO section (b) to Subscriber exceed the license fees paid by
ACCESS ONLINE SERVECES, ANY FAILURE OF DELIVERY, Subscriber for the allegedly infringing Product.
COSTS OF LOST OR DAMAGED DATA OR
DOCUMENTATION, OR LlABILMES TO THIRD PARTIES BEEN (c) Bentley shall have no liability and this indemnity shall not apply
ARISING FROM ANY SOURCE, EVEN IF BENTLEY HAS if the alleged infringement is contained in a Product Which is
ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE not developed or owned by Bentley or is due to modification of
POSSIBILITY OF SUCH DAMAGES OR CLAIMS. BECAUSE the Product by Subscriber or the tonthination, operation or use
SOME STATESMIRISDiCTIONS DO NOT ALLOW FOR THE of a Product wills other software that does not originate from
EXCLUSION OR LIMITATION OF LIABILITY FOR Bentley or if Subscriber is in breach of this Agreement. Bentley
CONSEQUENTIAL OR INCIDENTAL DAMAGES, ME ABOVE shall also have no liability, and this indemnity shall not apply,
LIMITATION MAY NOT APPLY TO SUBSCRIBER. for the portion of any claim of infringement based on use of a
Subscriber acknowledges that the Products are not fault- superseded or altered release of a Product if the current, infringement unaltered
4,05. Disclaimer, and have not been designed, manufactured or intended for would have been avoided by the 1.1Se of a
tolerant use and will not be used in the development of .weapons of mass release of the Product.

BENTLEY SELECT PROGRAM AGREEMENT
General Terms and Conditions
Exhibit 13
8,02. Intentionally deleted,
This Section 4.07 sets forth Subscriber's sole remedy for intellectual Intentionally deleted.
property infringement, 8.03.
Export Controls. 8.04. Intentionally deleted.
The Products have been manufactured or developed in the United 8.05. Force Majeure. Bentley shall not be liable for failure government to fulfill the
States of America and accordingly may be subject to U.S. export terms of this Agreement due disturbances, to fire, strike, acts of war, terrorism or other
control laws, regulations and requirements. Regardless of any regulations, which acts are of unavoidable God, labor and beyond its control.
'disclosure muds by Subscriber to Bentley of an ultimate destination causes
of the Products, Subscriber must not export portion or transfer, thereof, whether or any 8.06. Waiver, The failure of either party to insist upon any of its rights
directly or indirectly, the Products, or any thereof, to anyone outside under this Agreement upon one or more occasions, or to exercise any
system containing such Products or export portion if Subscriber took delivery of its rights, shall not be deemed a waiver of such rights on any
the United Stales (including thrther subsequent occasions.
of the Products outside the United States) without first complying
strictly rind hilly with all export controls that may be imposed on the 8,07. Survival. The covenants contained in this Agreement which, by their
Products by the United States Government or any country or terms, require or contemplate porforrmunce by the parties after the
organization of nations - within whose jurisdiction Subscriber uses the expiration or termination of the Agreement (including, but not limited
Products_ The countries subject to restriction by action of the United to, Sections 5.01(a), (b), (e) and (d) and 7.01 of Exhibit A, Sections 1,
States Government are subject to change, and it is Subscriber's 2,3, 4, 5, 6,7.04, 7,05 and 8 of Exhibit B, and Sections 1.06, 1.07,
responsibility to comply with the United States CioVernment 1.08, 1.09, 1.10, Lit, 1.12, 1.14, 1.16 and 1.17 of Exhibit q shall be
requirements DS they may be amended from time to time_ Subscriber enforceable notwithstanding said expiration or termination.
'shell indemnify, defend and hold Bentley harmless for any breach of
its obligations pursuant to this Section. 8.08. Intentionally deleted.
6, U.S. Government Restricted Rights, 8.09. Intentionally deleted.
If the Products are acquired for or on behalf of the United States of Intentionally deleted.
America, its agencies andlor instrumentalities ("U.S. Government"), 8.10.
it is provided with restricted rights. computer The Products software" and accompanying and "commercial 8.11. Independent Contractor. Bentley's relationship with Subscriber for
doeunientalion ate "commercial documentation," respectively, pursuant to 48 all purposes hereunder shall be that of ass independent contractor and
computer 12,212 software and 227,7202, and "restricted computer software" nothing herein shall be construed as creating, at any time, an
C.E.R. pursuant to 48 C.F.R. 52.227-19(a), as applicable. Use, modiftcation, employer and employee relationship between the parties.
reproduction, release, performance, display or disclosure of the 8.12. Change of Ownership. Subscriber shall provide Bentley with sixty
Products and accompanying documentation by the U.S. Government (60) days advance written notice of any changes in its ownership or
are subject to restrictions as set forth in this Agreement and pursuant
to 48 C.F.R. 12,212, 52.227-19, 227.7202, and 1852.227-86, as locations.
applicable. 8.13. Headings. The headings in this Agreement are intended solely for
convenience of reference and shall not affect the moaning or
7. Term; Tersuinn ion. interpretation of this Agrcernent.
7.01. Intentionally deleted.
7.02. Intentionally deleted.
7.03. Insolvency. It; under applicable insolvency laws, Subscriber becomes
unable to pay its debts or becomes insolvent or bankrupt or makes
arrangements with its creditors, or othenvise goes into, liquidation,
administration or receivership, then Bentley shall_ have the night to
terminate this Agreement immediately by written notice,
7.04. Consequences of Termination. Upen the termination of this
Agreement far any reason, all of the rights and licenses granted to
Subscriber in this Agreement shall terminate immediately. With
respect to any perpetually licensed Products, the terms and conditions
set forth in the license agreement delivered with such Products shall
govern Subscriber's use of such Products, Subscriber shall
immediately discontinue use of any Online SELECT services.
7.05: Reinstatement Following Terminus Lion. Following a termination of
the SELECT Program, Subscriber may reinstate such services only if
Bentley consents to such reinstatement and Subscriber pays to
Bentley, in advance, a SELECT ieinstatensent fee, in an amount to be
determined in Bentley's sole disuction, such amount not to exceed
the amount of all fees that would have accrued and been payable,
excluding discounts, for the 'period between the date of termination
and the date of reinstatement
it.is,Iiscellnitcons.
8,01. Intentionally deleted,

BENTLEY SELECT PROGRAM AGREEMENT
Professional Services
Exhibit C
1 .08, Preexisting 'Works of Bentley. Notwithstanding Section 1.07 of
Pro fessiobal Services. Exhibit C hereof, Bentley hereby reserves and retains ownership of
1-01. Subscriber may request professional services from time to time and nil works which Order, Bentley including created unrelated hut not limited to the Work to Products performed (the
Bentley may agree to perform such services pursuant to this pursuant "Pre-Existing to any Works"). Bentley does not grant Subscriber any
Agreement. The description of professional services requested by rights or licenses with respect to the Pre-Existing Works.
Subscriber and which Bentley agrees to perform shall be set forth
in one or more written descriptions labeled ``SELECE` L09. Residuals. It is mutually acknowledged that, during the normal
Professional Services" and signed by Subscriber and Bentley course of its dealings with Subscriber and the Work, Bentley and
(each an "Order"). Bentley shall have the right to accept or its personnel and agents may become acquainted with ideas,
decline any proposed Order. Each Order shall set forth, at a concepts, know-how, methods, techniques, processes, skills, and
minimum; the work to be done, the number of Bentley's personnel adaptations pertaining to the Work, Notwithstanding anything in
to be assigned to Subscriber's work, fist duration of each this Agreement to the contrary, and regardless of any tertnination
individual's assignment, and the fees for the work. The services of this Agreement, Bentley shall be entitled to use, disclose, and
and other provisions described on the Order(s) are referred to otherwise employ any ideas, concepts, know-how, methods,
collectively as the "Work" while the results of the Work, if airy, techniques, processes, and skills, adaptations, including
am referred to as the "Work Prod net". generalized features of the sequence, structure, and organization of
1,02. Method or Performance. Bentley, in conjunction with its any works of authorship, or creating in conducting programming its or business materials (including for other
personnel, will determine the method, details, and means of providing custonmrs), services and Subscriber shall not assert against Bentley or its
performing the work to be carried out for Subscriber, including the personnel any prohibition or restraint from so doing.
use of sub-contractors if deemed necessmy. Subscriber shall belle
no right to, and shall not, tontrol the manner or determine the 1.10, Third-Party Interests. Subscriber's interest in and obligations
method of accomplishing .such work, Subscribe( may, however, with respect to soy programming, materials, or data to be obtained
require Bentley's personnel to observe at all times the security and from third-party vendors, regardless of whether obtained wills the
safety policies of Subscriber. In addition, Substriber shall he assisquice of Bentley, shall be determined in accordance with the
entitled to exercise a broad general power of supervision aud agreements and policies of such vendors.
control over the results of work performed by Bentley to ensure
satisfactory performance: This power of supervision shall include Fees. Bentley shall be paid the fee as specified in each Order
the right to inspect, stop work, make suggestions or (which Bentley reserves the right to change upon at least sixty (60)
recommendations as to the details of the work, and request days advance notice or at any time for any new Order or modified
modifications to the seope of an Order. portion of an existing Order), or, if no fee is specified, at Bentley's
Bentley will try to accommodate work schedule customary rates for the level of personnel providing noels services.
1.03. Scheduling, requests of SubScriber to the extent possible. Should any personnel Expenses. Subscriber shall also puny either the actual cost of
of Bentley be unable to perform scheduled services because of 1.12. Bentley's reasonable travel and living expenses or an agreed-to
illness, resignation, or other causes beyond Bentley's reasonable amount for such travel and living expenses (other than nonnal
control, Bentley will attempt to replace such personnel within is comnuttation travel) for Bentley employees ins the performance of
reasonable time, but Bentley shall not he liable for failure if it is Work set forth in each Order along with all other out-of-pocket
unable to do se, giving doe regard to its other coromittneuis and expenses incurred by Bentley.
priorities.
Subscriber will advise Bentley of the individuals to 1.13. Estimates. Estimates of total fees for projects may estimates. be provided Bentley in
1.04, Reporting, whom Bentley's malinger will report progress on day-to-day work. an Order, but Bentley notify does Subscriber not guarantee as soon such as possible if it will
Subscriber and Bentley shall develop appropriate administrative will, exceed however, the estimate, and Subscriber may then terminate the project
procedures for performance of work at Subscriber's site, if and pay only for services actually, rendered if Subscriber so
necessary. Subscriber shall periodically prepare an evaluation of chooses.
the work performed by Bentley for submission to Bentley upon
Bentley's request. 1,14. Confidentiality. In the performance of the Work, Bentley may
1,05. Place of Work. Certain projects or tasks may require Bentley's acqeire identified information in writing of Sobscriber as confidential which is by proprietary, Subscriber. no»-public Bentley
personnel to perform work for Subscriber it Subscriber's premises. mid shall not disclose to anyone not employed by Subscriber nor use
In the event that such projects or tasks are required to be performed except on behalf of Subscriber any beets confidential information
at Subscriber's premises, Subscriber agrees to provide working acquired ins the performance of the Work except as authorized by
space and facilities, and any other services and materials Bentley Subscriber in writing. Bentley shall have no obligation of
or its personnel may reasonably request in order to perform their confidentiality with respect to any information of Subscriber that
work, Subscriber recognizes that there may be a need to train (1) has entered the public domain other thao through a breach of
Bentley's persennel in the unique procedures used at Subscriber's this Agreement, (ii) has been eightffilly obtained by Bentley from a
location, When Subscriber determines that such training is third party with no obligation of confidenniality, or (iii) is
necessary, Subscriber shall, unless otherwise agreed in writing, pay previously known by Bentley as demonstrated by clear and
Bentley for its personnel's training time, convincing evidence. Notwithstanding the foregoing restrictions,
1.06. Nun-Exclusive. Bentley shall retain the right to perform work for Bentley and its personnel by an order may use of any and court disclose or other any information governmental to
others during the term of this Agreement. Subscriber shall retain authority the extent or required as necessary for it or them to protect their interest in
the right to cause work of the same or a different kind to be this Agreement, but io mit case only after Subscriber has been so
performed by its own personnel or other contractors during the notified and has had the opportunity, if possible, to obtain
tents of this Agreement. reasonable protection for such information in connection with such
1.07, Perpetual License. Upon full punier»; for the Work, Bentley shall disclosure.
grant Subscriber a paid-up, perpetual, royalty-free right and license 1.15. Tents. This Exhibit C will become effective as of the date of the
to use the Work Product for Production Use. Bentley retains all first executed Order end will continue in effect through the
right, title and interest to the Work Product not otherwise granted completions of each Order,
to Subscriber.

BENTLEY SELECT PROGRAM AGREEMENT
Professional Services
Exhibit C
1.16. Termination of Orders, Subscriber or Bentley may terminate any
uncompleted Order at any time by giving -thirty (30) days written
notice to the other party. Upon such termination, Bentley names to
stop Work under the Order in question and to forward to
Subscriber all completed or uncompleted drawings, reports or
other documents relating to the Work. In the event of such
termination Subscriber shail be liable only for such fees, colts and
expenses as have accrued prior to the effective date of such
termination.
1.17. Prohibition on Hiring. Subscriber shall not solicit Mr
employment or hire any Bentley employees providing professional
services hereunder for the duration of the Work, plus a.period of
one (1) year after completion of the professional services provided
hereunder. This prohibition does not apply to any Subscriber
employee who applies for an annOunced vacancy with Maricopa
County.

13NTLEY SELECT PROGRAM AGREEMENT
Training Subscriptions
Exhibit D
I. Delinitinns, The definitions of certain term used herein with (c) The non-transferable, non-perpetual, non-exclusive "right to
initial capitalized letters, if not otherwise defined herein, shrill use" license granted herein shall terminate immediately upon
have the definitions set forth in the Agreement. suspension or termination of Subscriber's Bentley LEARN
Program subscription, or the Agreement. Upon such
2. Applies Pity. At Subscriber's wrest, and twon Bentley's torrnination, Subscriber shall discontinue use of all
approval: Subscriber may be entitled to subscribe to certain OnDcmand eLearning online content and Live Training in a
Product training services pursuant to the terms set forth in this Virtual Classroom,
Exhibit D. To be eligible to participate, Subscriber must have a 4. Term and Teri-M.11AD% Training subscriptions offered under
valid Bentley SEI ACTS Program Agreement and must be the temis of this Exhibit D shall become effective on the date that
current on all outstanding invoices for amounts owed to Bentley. Bentley produces an invoice to Subscriber for such training
Only employees of Subscriber are eligible to participate in the subscription (the "Training Subscriptinn Effective Date"). The
training subscription prograrri benefits available under this initial term of a training subscription Shall begin on the Training
Exhibit D. Subscription Effective Date and shall continue until the
3. Bentley LEARN Program. Through the Bentley LEARN anniversary of the Effective Date of the Agreement (the
Program subscription, Bentley shall offer tertitin training services "Training Subscription Initial Term"). Thereafter, the training
to its SELECT Subscribers via a Learning Ivianageinent System, subscriptions shall automatically renew for successive one (I)
computer-based online service, electronic bulletin board, Internet year terms commencing as of each anniversary of the Effective
site or through technology developed in the future. Subscriber Date of the Agreement (each such term a "Training
shall pay to Bentley, in return for Bentley LEARN Program Subscription Renewal Term"), unless either party provides the
benefits, the applicable Bentley LEARN Program subscription other with written notice of its intent to terminate al least sixty
fee in effect as of the beginning of each term defined helm in (60) days prior to the end of the Training Subscription Renewal Term Initial as
Section 4 of this Exhibit D. Bentley LEARN Subscribers will Term, applicable. or the In then the event eurrent the Training training Subscription subscription is terminated by
have access to Bentley's (i) OnDemand cLearning online content Subscriber or otherwise terminated through cancellation Or
and (ii) Live Training in a Virtual Classroom as per the terms and termination of Subscriber's 13entley SELECTP Program
requirements sot forth below and in the Bentley Web Properties Agreement prior to the end of the Training Subscription Initial
Terms of Use posted on wwwbentlev,coni ("Terms of Use"): Term or the then current Training Subscription Renewal Term,
(a) Bentley Shall have the sole right to conttol the format, Strbscriber shall remain responsible for the full amount of
content, Schedule, delivery and all other aspects of the training subscription fees for the remainder of such term
OnDemand eLcarning online content reserves and Live the Training right to, in at a Conflicts. This Exhibit D must be read in conjunction with the other
Virtual any time Classroom, (i) modify and the specifically information provided through the Exhibits In this Agreement, except that in the event of any
OnDemand cLearning online eontent and Live Training in a inconsistency between this Exhibit D and any other Exhibit, this
Virtual Classroom or (ii) discontinue any portion of the Exhibit D shall control with respect to Subscriber's training
OnDemand eLeaming online content or Live Training in mm subscriptions
Virtual Classroom.
(b) Subscriber shall use the OnDemand eLeaming online content
and Live Training in a Virtual Classroom only in accordance
with and subject in the Ag.recnicnt as supplemented by the
Terms of Use, The Terms of Use supplements the
Agreement, but does not supersede it in any respect. In the
event of a conflict between the Terms of Use and the
Agreement, the terms of the Agreement shall control.

BENTLEY SELECT PROGRAM AGREEMENT
Bentley Cloud Offerings
Exhibit F
Definitions, The capitalized words, terms and phrases in this order of any governmental authority or with the determines terms or its in agreement(s) its sole discretion with
Exhibit F shall have the meanings set forth below: its that third the party performance, service providers; integrity or or (ii) security Bentley of the Cloud Offerings is being
"Bentley Data" mons Bentley's Proprietary Information inaluding, adversely impacted or in danger of being compromised as a result of
but (a) not limited to, tire methods by -which the services described in this Exhibit F Subscriber's or its Users' access.
are performed and the processes that make up such services. (d) Subscriber shall not tamper in any way with the software or
(b) "Data Storage" means the amount of data storage space (including functionality of Cloud Offerings or any part thereof. Without limiting the
the backup and off-site storage), if any, to be allocated for Subscriber Data foregoing, Subscriber agrees not to put any material into the Cloud cancelbots Offerings or
within the Bentley environment. which contain any viruses, time bombs, Trojan horses, .worms, interfere with,
other computer programming routines that may damage,
(u) "Internet" means any systems for distributing digital electronic intercept or expropriate any system or data. Subscriber shall not utilize 'hots,
content and information to end users via transmission, broadcast, public agents, auction crawlers or other computer based crawling programs in
display, or other forms of delivery, whether direct or indirect, whether over eonjunetion with its use of the Cloud Offerings.
telephone lines, cable television broadcast, systems, or optical other mode fiber connections, of transmission cellular now Subscriber shall communicate the above listed use restrictions to all
telephones, satellites, wireless (e) Subscriber employees and External Users accessing or using ally Cloud
known or subsequently developed. Offerings. The acts or -omissions of any such User mussing the Cloud
(d) "Bentley Cloud Offerings' or "Cloud Offerings" mean the Offerings shall be deemed to be the acts or omissions of the Subscriber under
Bentley products and services made available to Subscriber and accessed by the Agreement, such that Subscriber shall be fully responsible for the
Users via the Internet for use under the terms herein, performance and fulfillment of all obligations set forth in the Agreement
"Subscriber Data" means data collected or stored by Subscriber Subscriber shall indemitify end held Bentley hamsters against any end all
(e) using Cloud Offerings, including, but not limited to, financial, business and liability resulting from ally non-compliance With the terms herein.
technical information, engineering plans, customer and supplier infennation, 5, Acre-sr arid Availability. Subscriber is responsible for providing all
research, designs, plans, and compilations, butnot including any Bentley Data. equipment and the connectivity necessary to access and use Claud Offerings
Applicability. Upon Bentley's approval, Subscriber may be entitled via the Internet. Subscriber agrees that from time to reasons, time the including Cloud Offerings without
to 2. subscribe to Bentley Cloud Offerings pursuant to the specific terms set forth may be inaccessible malfunctions; or inoperable (ii) for periodic vs -cirrus maintenance procedures or
herein. Cloud Offerings are available as Subscriptions only, as described in repairs limitation which (i) system Bentley or its service provider(s) may undertake froth time to
Section 6 of Exhibit A. Subscriber acknowledges and agrees that Bentley may time; (ill) compatibility issues with Subscriber's or a third party's hardware or
in its sole discretion utilize a third party service provider to provision Bentley software; or (iv) causes beyond the control of Bentley or which are not
Cloud Offerings and/or Subscriber Data. To be eligible to participate, reasonably foreseeable by Bentley, including network or device failure,
Subscriber lutist be currem on all outstanding invoices for amounts owed to interruption or failure of telecommunication or digital transmission links,
Bentley. hostile network attacks or network congestion or other failures (collectively
3. Bentley Cloud Offerings. A User in possession of a valid Passport "Downtime"). Bentley shall use reasonable efforts to provide advance - notice
may be able to access certain Cloud Offerings at no additional charge to to Subscriber in Me event of arty scheduled Downtime, and to minimize any
Subscriber: Other Cloud Offerings also require the purchase by Subscriber of a disruption of the Cloud Offerings in connection with Downtime.
Visa for such User. Certain other Cloud Offerings may be purchased by 6, Dela. Bentley acknowledges, and Subscriber warrants and
Subscriber for additional fees ("Cloud Offering Fees") to be specified in a represents, that Subscriber owns all right, OM and interest in Subscriber Data.
quotation from Bentley to Subscriber (the "Cloud Offering Quote"), which Subscriber shall indemnify and hold Bentley harmless against any and all
may include, as applicable, (a) the number of Passport holders accessing the claims against Bentley alleging that the Subscriber Data collected or stored for
Cloud Offering, (b) the number of assets managed using the Cloud Offering; (c) try use with the Bentley Cloud Offerings infringes any patent, trademark, trade
Data Storage size, (d) the Professional Services, if any, to be delivered arid (e) secret, copyright or other proprietary rights of any third party, or in any way
Bentley to Subscriber for the initial deployment of the Cloud Offering; support of the violates any privacy pr data protection laws. Bentley shall not be responsible
Professional Services related to the ongoing management and for any failure or impairment of the Cloud Offerings caused by or related to the
Cloud Offering, including, availability and support service level terms, Subscriber Data. Bentley shall maintain the confidentiality of all Subscriber
4. Perrnilted Use. Bentley will grant Subscriber anon-exclusive, non- Data, and shall not reproduce or copy such data except as required to provide
transferrable, non-nssignable, revocable, limited license to use and access services under this Agreement or as may be expressly authorized by Subscriber.
purchased Bentley Cloud Offerings (subject to tile terms of this Exhibit'F and Subscriber shall be solely responsible for the Subscriber Data, including and
any tennis of use ("Terms of Use") presented upon access) solely for without limitation for uploading such data and/or appropriately formatting and
Production Use (the "Permitted Use"). Subscriber acquires only the right to configuring such data for use with a Cloud Offering. Subscriber agrees
use the purchased Cloud Offering and does not acquire any rights of ownership acknowledges that Bentley will from time to lime collect Usage Data and that
to the ClOud Offering or any part thereof. Bentley and its suppliers retain nil all Usage Data shall be owned by Bentley and deemed Bentley collection Proprietary by
rights, title and interest in lime Cloud Offering, arid any use of the Cloud Information, Subscriber agrees not to alter or interfere with the
Offering beyond the Pennitted Use shall constitute a material breach of the Bentley of accurate Usage Data.
Agreement. In addition to the use restrictions set forth lit the Terms of Use, Ter'ntinstiort. In addition to the termination rights of the parties set
Subscriber's Permitted Use rights shall be subject to the following conditions: forth 7. in Section 7 of Exhibit B, Bentley may terminate a Cloud Offering
(n) Subscriber purchasing against a Cloud Offering Quote shall not Subscription, upon notice to Subscriber, in the event of the termination of
exceed any limits set forth in such Cloud Offering Quote. le the event use of a Bentley's agreement(s) with its third party service provider -(s). Termination of
Cloud Offering by Strhscriber exceeds that purthased by Subscriber as a Cloud Offering Subscription by either party shall automatically terminate any
specified in the applicable Cloud Offering Quote., Bentley may invoice, and License granted pursuant to Section 4 of ibis Exhibit F.
Subscriber shall pay, additional Cloud Offering Fees. Bentley:shall, in its sole
discretion, add such additional fees to subsequent invoices or invoice
Subscriber separetely,
(b) In the event of a past due balance, Bentley reserves the right to
suspend use of the Cloud Offeringseuntil all past due amouets have been
received.
cc) Bentley reserves the right to modify or suspend use of a Cloud
Offering, or any part thereof, if (i) Bentley determines in its sole discretion that
suds suspension is necessary to comply wills arty applicable law, regulation or
SEI1107520-2/0006 06/1.4

BENTLEY SELECT PROGRAM AGREEMENT
License Subscription Programs
Exhibit LS
Bentley's approval, the earlier of the conclusion of the Evaluation Period, the termination of the
I. Applies bility, At Subscriber's request, and upon subscribe to a Agreement or Subscriber's participation in the LS Program, Subscriber shall
Subscriber and/or its authorized LS Affiliates maybe entitled to of discontinue use of ail copies of Eligible Products sited for- evaluation
Bentley License Subscription Program, subject to the terms and conditions hereunder and, upon request by Bentley, certify such destruction in writing.
this abibit LS. To he eligible to partieipate, Subscriber most be currenton To the extent that an Evaluation License is used in breach of the restrictions
all outstanding invoices for amounts owed to Bentley. set forth herein (an "Unauthorized Use"), then each such instance of
Unauthorized Use shall count as am instance of Subscriber Daily Use. It is
2. License Subscription Programs. Subscriber's sole responsibility to ensure that all Evaluation Licenses are
2.1 Overview, Upon Bentley's acceptance of Subscriber into a License generated front the Evaluation Server, and Bentley shall have no Products obligation under to
Subscription Program, Subscriber shall be granted rights to Use certain adjust the LS Fee to account for evaluation use of Eligible Server.
Eligible Products and Bentley Passports without limitation as to the raimber licenses generated by a SELECTserver other than an Evaluation
of Employees who may Use such Eligible Products and Bentley Passports.
Descriptiens of Bentley's License Subscription Programs are available at SELECTServer,
www.bentley.corn (with Bentley reserving the Subscription tight to alter Programs the eligibility at any 4,1 SELECTserver as it Prerequisite. As a condition precedent of
requirements and offerings of and any without such License any notice to Subscriber), Prior to participating in the License Subscription Program, Subscriber must utilize
time, in its sole in a discretion, License Subscription Program, Subscriber shall complete fully the then current, most recent Upgrade to SELECTserver. Subscriber
participating and acknowledge a License Subscription Order Form which shall designate may deploy a single SELECTserver for purposes of managing than one Country; multiple
the details of the specific License Subscription Program in which the Subscriber Sites and LS Affiliate Sites SELECTseuver located in more is configured to report
Subscriber is opting to participate, as well as the applicable Eligible Products provided, however, Daily lice that: within (i) such die Country it occurs; and (ii) all Subscriber
and corresponding LS Fees for participation in that License Subscription Use Subscriber's within a particular Country is initiated by a Site activation key that is
Program. unique to such Country. Subscriber agrees that it shall migrate Subscriber
2.2 LS Affiliate Purtielpatina, Subject to the terms and conditions of this Daily Use reporting front all of Subscriber's and/or LS Affiliates' deployed
Exhibit LS, Subscriber's LS Affiliates shall be eligible to participate in the LS SELECTservers to the most recent Upgrade to SELECTserver no later than
Program upon Bentley accepting said LS Affiliate into the IS Program. twelve (12) months after its general commercial release by Bentley.
Except in cases where an LS Affiliate has executed responsible a 1-5 Affiliate for its 4.2 ltertorting. Where SELECTServer is not hosted by Bentley,
Participation Letter, Affiliates' Subscriber compliance agrees with to the remain terms and conditions of the Subscriber and LS Affiliates shall either: (i) deploy the autornatie
participating Agreement. Moreover, LS with respect to any participating LS Affiliates, each transmission facility of SELECTserver for monthly or daily transmission of
LS Affiliate's respective LS Affiliate Agreement, if any, shall terminate usage infommtion to Bentley; or (ii) provide Bentley with respect monthly to delivery delivery
immediately upon, and as a pm-condition to, such LS Affiliate's participation of all usage information created by SELECTserver. above, each With month's delivery shall
in the License Subscription Program, of be usage due with) information seven (7) under days sub-section of the end (ii) of the month in which such tisme
2,3 sELECr Coverage of Eligible al: Ineligible Products. During the infonmition is generated, and Subscriber and LS Affiliates, if applicable, shall
term of Subscriber's participation in an LS Program, all Eligible Products allow Bentley access to all Subscriber Sites and LS Affiliate Sites in order to
shall receive SELECT Coverage. Ineligible Products that are: (I) Baseline verify the content of such manually transmitted usage information. Subscriber
Products, or (ii) licensed by Subscriber or ally LS Affiliate during any tetm, and each LS Affiliate shall also deploy any other Bentley licensing
shall not be eligible for or included in the LS Program, but shall nonetheless teclutology, as requested by Bentley in order to allow Bentley to monitor
continue to be eligible for SELECT Coverage under the terms of the Subscriber Daily Use of Eligible Products by Subscriber and each eligible LS
Agreement for so long as the Aa,reentent remains in effect and Subscriber is Affiliate during the tem.
current on all outstanding invoices issued pinstiant to the Agreement 4,3 No 'Modifications. Subscriber agrees thnt neither Subscriber nor any
2.4 Bentley LEARX Certain LS Programs include - the right of of its eligible participating LS Affiliates shall edit, alter, delete, or otherwise
Subscriber to receive Bentley LEARN benefits, subject to the terms and revise in any manner the content of the usage information generated by
conditions of Exhibit D, as indicated on Subscriber's License Subscription SELECTserver. Bentley shalt treat each usage information transmission or
Order Form, Unless otherwise set forth on the License Subscription Order delivery as confidential information or Subscriber and each IS Affiliate. If
Form, ELS Programs include the right of Subscriber to receive on-site Bentley faits to receive the required usage information, Subscriber shall
training under the Bentley LEARN program, while QLS Programs do not transmit or deliver the required usage information_ to Bentley within fourteen
include stiell right. (14) days after Bentley requests such information.
3, Eligible Product License Grant. 5. laS Per. Cale lila I ion,
3.1 Production Use. In consideration for full payment_ of the LS Fees,
and provided that Subscriber is not otherwise in breach of the Agreement, 5.1 Total Eligible ProductFees,
Bentley hereby grants to Subscriber a non-exclusive, Use: (i) Eligible limited, Products revocable, (excluding non- (a) For each Reset Period, "Eligible Product Peak Usage" shall be
transferable, non-assignable Products) license for Production to Use during the term of the LS calculated by (i) determining the maximunt Subscriber Daily Use
Non-SELECTserver Program, without limitation as to the number of Employees who may Use the of each Eligible Product over cads pertinent Measurement fill for each Eligible Period
Eligible Products; and (ii) Non-SELECTserver Products for Production Use (each a "Mensurement Period Peak"); Period then Peaks an ordinal
solely on. the Device that corresponds to each node-locked license to a Non- Product giving these to Measurement lowest in the Reset Period and selecting
SELECTserver Product. the ranking ranked from Waimea-tent highest Period Peak designated by Bentley for
3.2 Evaluation Use. In consideration for full payment of the ES Pee (and such Eligible Product under the applicable LS Program; and,
depending on which LS Program that Subscriber opts to participate in), finally, (iii) adding to the selected Measurement Period Peak the
Bentley hereby grants to Subscriber a limited, non-transferable, revocable, number of licenses of such Eligible Product as Subscriber has
nomexelnsive right to use Eligible Products for internal evaluation or testing designated Non-SELECTServer Products,
use only (an "Evaluation License"); provided that such Evaluation Licenses
are only Recessed through a dedicated SELECTserver hosted by Bentley (the (b) Eligible Product Fees shall be calculated as (i) Eligible Product
"Evaluation Served"), and such licenses are not used for Production Use. Peak Usage times (ii) the then most current SELECT Prograni Fees
Unless otherwise set forth in Subscriber's License -Subsoriptioa Order Form, as published by Bentley for the applicable Eligible Product times
the duration of Subscriber's use of an Evaluation License shall not exceed (iii) the Multiplier for such Eligible Product under the applicable
ninety (90) days under an. ELS Program, and shah hot exceed ten (10) days LS Program.
under a QLS Program (each, respectively, an "Evaluation Period"). Upon

BENTLEY SELECT PROGRAM AGREEMENT
License Subscription Programs •
Exhibit LS
within thirty (30) days of receipt of an invoice. Subscriber's failure to remit
Fees" shall be the aggregate payment of the appropriate LS Fee shall: .0) give Bentley the right to
(c) Subscriber's 'Total Eligible Product Eligible Products Used by immediately suspend Subscriber's participation in the License Subscription
of the Elie.ible Product Fees across all until such time that the appropriate LS Fee is paid in full; and (ii) be treated as
Subscriber during the Reset -Period. a material breach of the Agreement. For -clarity, far any Ineligible ProductS
Passport Fees licensed by Subscriber and their LS Affiliates that are not included in the LS
5.2 Passport Fees. For each Reset Period, Subscriber's Passport Program, Bentley shall invoice Subscriber for the SELECT Program Fees for
shell be calculated as (I) the number ofSubscriber's assigned Bentley Bentley Passports such Ineligible Products.
holders at the start of the Reset Period plus any new unique
used or assigned by Subscriber during the Reset Period times (ii) the then 6.2 LS Per Adjustrueut. The parties agree that Bentley may adjust the LS
most current SELECT Program Fees as published by Bentley for Bentley Fee for the than current Reset Period in the event additional Subscriber Sites
Passports times fiii) the Multiplier for Bentley Passports under the applicable or LS Affiliates Sites are added to the License Subscription Program.
LS Program. Moreover, in the event Bentley designates additional Eligible Products during
5,3 LS Fres, Subscriber's LS Fees for at least the first Reset Period shall any Reset Period, Subscriber shall have additional the rights, designated benefits and Eligible Obligations Products. set
be set forth on Subscriber's License Subscription Order Form. For each forth Subscriber herein shall with not respect be invoiced te such for Subscriber Usage of any additional
subsequent Reset Period, Subscriber's LS Fees shall be the greater of the designated Eligible Products, however, -until the next applicable annual or
Minimum ES Fees, or the suns of (i) Subscriber's Total Eligible Product Fees quarterly LS Fee determination, at which point Bentley shalt include the
and (ii) Subscriber's Passport Fees for the immediate preceding Reset Period additional designated Eligible Products when calculating the LS Fees for the
(the "Reset Catmint-lee). next Reset Period.
5,4 ES Fee Caleitlation Definitions. 7.. Term and alien.
(a) Product Peak Usage" shall have the meaning set forth 7,1 'fem. The minimum number of Reset Periods for Subscriber's LS
in Section Si (a) of this Exhibit. Program subscription shall be de.signeted on Subscriber's License
(b) "Minimum LS Fees" means the minimum amount of LS Fees for Subscription Order Form, and shall expiration commence of the on Initial the date 'feral, set forth the terms therein of
each Reset Period as set fords or described in the Lieense (the the License "Initial Subscription Term"). Following Program shall automatically renew for a successive
Subscription Order Form for Subscriber's LS Program. minimum number of Reset Periods of like duration (each a "Renewal 'Ferro")
(e) "License Subscription Fees" or "LS Fees" means the fees unless: (i) Subscriber provides Bentley LS Program with no written later than notice (A) .of one-hundred its intent to
payable each Reset Period to Bentley for Subscriber's (and/or its terminate twenty (120) its participation days prior to in the the end of the Initial Terns or a then current
eligible participating LS Affiliates') participation in a License Renewal Term for an 1,5 Program wills a term of more than six (6) months,
Subscription Program. and (B) thirty (30) days for an LS Program -with a. tents of six (6) months or
(d) "Measurement Period" means, for each Eligible Product, the less, or (ii) Bentley provides Subscriber forty-five with written (45) days notice prior of its to the iotent end to of
period over which Subscriber Daily Use is measured and compared the terminate Initial Term the LS or Program a then current no less Renewal than Term; with any such termination to
in order to determine a Measurement Period Peak. be effective as of the end of such Initial Term or Renewal Term,
(e) "Measurement Period Peak" shall have the meaning set forth in 7.2 Terintintiati Notwithstanding anything to the contrary contained
Section 5.1(a) of this Exhibit. herein, Bentley reserves the right to terminate Subscriber's participation in the
"LS Day(s)" means the calendar day beginning at 12:00:01 AM LS Program upon thirty (30) days prior written of this notice Exhibit. its the and/or event Agreement, Subscriber
(I) sod ending at 11:59:59 PM in the time zone defined for each Site is in breach Subscriber of the curd terms S and suds conditions breech within such thirty (30) day period.
managed by SELECTserver. All usage log files reflecting unless Subscriber hereby acknowledges that this right to cure shall not be extended to
Subscriber's Daily Use shalt be translated iota CMT time relative any breach by Subscriber which by its nature cannot be cured within the
to the location-of the Device are which an Eligible Product is used. aforemenlicmeti thirty (30) day cure period.
(g) "Multiplier(s)" shall refer to the numerical value designated in 7,3 Event of Termination. In the event of is termination, expiration or
Subscriber's applicable License Subscription Order Form which is non-renewal of Subscriber's participation in the LS Program and/or the
used as part of the formula to calculate Subscriber's LS Fees Agreement, Subscriber's and all its participating LS Affiliates' rights to
during the term. participate in the LS Program shall immediately terminate and Subscriber's
(h) "Reset Period" shall mean the sub-periods during the Initial Term and all Ls Affiliates' license rights Subscriber with and respect each to LS Bentley Affiliate Products respectively shall
Or any Renewal Term Which include a designated number of revert had in back the Baseline to the license Products, rights In the event Subscriber and/or its LS Affiliates
Measurement Periods to be considered in calculating LS Fees as . opt not to continue participating in the LS Program only, SELECT Coverage
set forth in the License Subscription Order Form for Subscriber's fcir suds Baseline Products vill continue under the terms and conditions of
LS Program. this Agreement (or for a 1,S Affiliate under a newly executed LS Affiliate
(1) "Reset Calculation" shalt have the meaning set forth in Section Agreement), and Subscriber and each Products, LS Affiliate from Subscriber shall remove Sites all and Eligible LS
Products, except for the Baseline
5.3 of this Exhibit. Affiliate Sites no later than fourteen (14) days after the Subscriber's
(j) "Subscriber Daily Use" shall menu the number of unique participation in the IS Program has ceased.
machines from Web Subscriber end/or its participating LS
Affiliates Use all Eligible Product during en LS Day.
(k) "Total Eligible Praditel Fees" _shall have the inclining set forth in
Section 5.1(c) of this Exhibit.
6. LS Program Fees Se Payment
6.1 Invoke mid Paynieut, Unless otherwise set forth in Subscriber's
License Subscription Order Form, payment of all LS Fees for Reset Periods
shall be made annually or quarterly by Subscriber and shall be due la Bentley

BENTLEY SELECT PROGRAM AGREEMENT
License Subscription Programs
Exhibit LS
S. iseellan eons. (d) "Ineligible Product(s)" means Bentley Products that are not
El ilepresentatious 'S.: Warranties, Subscriber hereby represents and Eligible Products.
warrants that: (i) it has the authority to bind itself and all of its IS Affiliates "Initial Term" shall have the meaning set forth in Section 7.1 of
for the Eligible Products at the Subscriber Sites and LS Affi Elate Sites set forth (e)
in the License Subscription Order Form (as applicable); and/or (ii.) cause all of this Exhibit.
its LS Affiliates set forth in the License Subscription Order Form to sign an (f) "License Subscription Order Form(s)" is the order form wherein
LS Affiliate Letter attached to the License Subscription Order Form, wherein Bentley shall indicate Subscriber's LS Program, Eligible Products,
such LS Affiliates agree to be bound by the terms of this Exhibit; and (iii) Reset Periods, initial Tenn mid corresponding IS Fees. The
upon its delivery of a License Subscription Order Form, or (if applicable). parties agree that the License Subscription Order Form shall
Bentley's acceptance of an executed LS Affiliate Letter, this Exhibit will be
valid and binding on Subscriber and each of its participating LS Affiliates. constitute part of this -a Exhibit IS and be governed by the terms and
8,2 Use of Eligible Products in a Tertnitml Seri-et- Environment, conditions of this Agreement.
Suhseriberagrees that it shall not use any Bentley Products on any multi-user "License Subscription Program(s)" or "LS Progrinit(s)" shall
computer network in a Terminal Server Environment without Bentley's prior (g) refer to the licensing programs, described at wwwthentley.com ,
written consent, If Bentley consents, any such use shall be subject to the under which Subscriber may Use Eligible Products under the terms
terms of Exhibit T of the Agreement, and Subscriber shall deliver to Bentley and conditions of this Exhibit LS.
(within ten (10) days of any request) reports, usage logs and any other
reasonable irturiation related to Subscriber's Terminal Server Environment (Ii) "LS Affilinte(s)" shall meow (i) an Affiliate; or (it) ally
to enable Bentley to accurately calculate the LS Fee during Ole term. incorporated or non-incorporated entity; (A) listed on the License
8.3 Terms are COO kidcniial. Subscriber hereby acknowledges that the Subscription Order Form, or (B) whose participation in the LS
terms and conditions of this Exhibit and the applicable License Subscription Program is approved by Bentley upon such entity's execution of a
Order Form are confidential in nature mid Subscriber hereby agrees that IS Affiliate Participation Letter. The License Subscription Order
neither it nor its LS Affiliates shall, subject to Arizona law, disclose the Form may be amended by Bentley front time-to-time throughout
contents of the Exhibit and/or the License Subscription Order Form to any the term to update the list of Subscriber's LS Affiliates,
third party, (i) "LS Affiliate Agreement(s)" means is pre-existing SELECT
8,4 Pardue( Time Out, Subscriber acknowledges that the licenses to the Program Agreement, if any, between a LS Affiliate and Bentley.
Eligible Products are for a set term and that Bentley shall have the right to
terminate Subscriber's and any LS Affiliate's rights to the Eligible Products (j) "LS Affiliate Participritimi Leffer(s)" shall refer to a form letter
upon expiration of the term hereof. In the event Subscriber fails to pay the LS attached to the License Subscription Order Form, wherein LS
Fee, or upon termination of the Agreement for any other reason, the parties Affiliates can opt individually to participate in the IS Program
hereby agree that any timing out or expiration of the Eligible Products shall under the terms set forth herein, subject to Bentley's acceptance of
not be considered a "time bomb," defect or error with respect to the Eligible the IS Affiliate into the LS Program.
Products.
8.5 Confliets. Tim terms herein .ninstbe read hi conjunction with the other (f) "Nan-SELECtserver Eligible Products Product(s)" installed means at a Subscriber Baseline Site Products but not
Exhibits to this Agreement, except that in the event of any inconsistency which initiated are by or deployed from a SELECTserver,
between the terms herein and any other Exhibit, the terms herein shall control
with respect to Subscriber's participation in the License Subscription (I) "Renewal Term(s)" shall have the meaning set forth in Section
Program, 83 of this Exhibit.
8, Definitions, Capitalized terms used in this Exhibit LS shall have the (in) "SELECT Coverage" means the SELECT Program benefits
meanings set forth below or, if not otherwise defined herein, shall have the: applicable to Bentley Products as set forth in the Agreement.
definitions_ set forth in the Agreement.
(a) "Baseline Producf(s)" means the Bentley Products licensed by (a) "Subscriber Site(s)" or "LS Affiliate Site(s)" shall mean the
Subscriber and/or all participating LS Affiliates immediately prior discrete geographic locations from which Subscriber or its
to the date the Subscriber and/or its participating LS Affiliates participating LS Affiliates conduct their respective operations. The
enter into the LS Program, Baseline Products shall be listed on definition of "Site" in Exhibit B of the Agreement is explicitly
Subscriber's License Subscription Order Form and/or as an superseded by the foregoing definition for purposes_ of this Exhibit
attachment to the LS Affiliate Participation Letter (as appliCable), IS.
with Bentley reserving the right to amend the list of Baseline
Products from time-to-time to include any additional Bentley
Products licensed on a perpetual basis by Subscriber or LS
Affiliates after the commencement of the IS Program subsoription,
(b) "Eligible Prodirei(s)" means the Bentley Products (including any
Updates or Upgrades thereto) eligible for inclusion ill a. License
Subscription Program, as designated and posted at
http://selectsmices.bentley.contlen-US/ (click on the "Eligible
Software' link). The designation of Eligible Products may be
amended from time-to-time in Bentley's sole discretion.
(C) "Employee(s)" means (i) any full-time, part-time, or temporary
employee of Subscriber or an LS Affiliate, or, (ii) any temporary,
term or contract professional or service personnel or employees
who work M Subscriber Sites or LS Affiliates Sites, and whose
work is
supervised or managed by Subscriber or an LS Affiliate and for
whom Subscriber or an LS Affiliate remains responsible.

BENTLEY SELECT PROGRAM AGREEMENT
Terminal Server
Exhibit T _
I. Definitions. The deftnitions-of certain terms used herein with initial
capitalized letters -, if not otherwise defined herein, shall have the
definitions set forth in the Agreement.
(a) wierminal Server" means a device on which a Microsoft
server operating system-is inStalled.
(b) "Terminal Server Environment' means the Microsoft server
operating system or application virtualization software which,
when installed on a Terminal Server, provides clients access to
Windows based applications running entirely on such a server
and supports multiple client sessions on the server.
Use of Bentley Products with Terminal Server, Subscriber may
use Bentley Products for Production Use only on a multi-user
computer network inn Terminal Server Environment, and to install
properly licensed Bentley Products on one or more Temdual Servers
subject to the following conditions:
(a) Subscriber acknowledges that Bentley Products are presently
not certified for use in a Terminal Server Environment, and
that Subscriber is solely responsible for testing and supporting
Bentley Products for operation in a Terminal Server
Environment.
(b) The number of Users that use a Bentley Product at 11
Subscriber Site (whether or not such use is made via a
Terminal Server) during any one interval shall not exceed the
number of copies of such Product for which Subscriber has
licenses at such Site.
(c) For each Terminal Server on which Bentley Products are
installed, Subscriber hereby agrees to activate product
licensing with Bentley's SELECTserver, or such other
licensing technology as may be required by Bentley from tinte
to time, to monitor usage of the Bentley Products via the
Terminal Server. SELECTserver shall be installed and
maintained in a mode that recognizes each session started via
Terminal Server as requiring its own unique license.
(d) products mulling from the 'Terminal Server must be
activated to a SELECTserver, such that the Terminal Server
must accurately provide SELECTserver individual computer
names or a means to accurately identify product sessions
initiated front the Terminal Server, Subscriber agrees to
transmit to Bentley on a monthly basis true and accurate
copies of the usage log .files generated by SELECTserver or
such other Bentley licensing technology as rusty be required by
Bentley from time to time.
(0 Subscriber shall, upon seven (7) days advance written notice
by Bentley, permit reasonable inspection and copying of the
usage log files by Bentley or a third-party auditor retained by
Bentley at the offices of Subscriber during regular working
hours.
Warranty Disclaimer. Bentley Products used in a Terminal Server
Environment shall be excluded from the warranties described in
Exhibit B of the Agreement.
Technical Support. Bentley will not provide Subscriber with
the technical support services described in Exhibit A of the
Agreement for problems, errors or. other operating difficulties
caused by or related to Subscriber's use of Bentley Products in a
Terminal Server Environment.
5; Termination of Righbi. For purposes of clarity, Subscriber's debt
to use Bentley Products in a Terminal Server Environment shall
terminate in the event of any termination or non-renewal of the
Agreement, notwithstanding that such products are licensed on a
petpetual basis.

SERIAL 14079-CI
EXHIBIT 3
CONTRACTOR TRAVEL AND PER DIEM POLICY
1. All contract-related travel shall be prior-approved by County.
2. Travel, lodging and per diem expenses incurred in performance of Maricopa County/Special District
(County) contracts shall be reimbursed based on current U.S. General_ Services Administration (GSA)
domestic per diem rates for Phoenix, Arizona. Contractors must access the following internet site to
determine rates:
http://www.gsa.gov/Portallgsdep/contentView.do?contentId=17943&contentType=GSA_BASIC
3. Commercial air travel shall be scheduled at the lowest available and/or most direct flight airfare rate at the
time of any approved contract-related travel. A fare other than the lowest rate may be used only when seats
are not available at the lowest fare or air travel at a higher rate will result in an overall cost savings to the
County. Business class airfare is allowed only when there is no lower fare available to meet County needs.
4. Rental vehicles may only be used if such use would result in an overall reduction in the total cost of the
trip, not for the personal convenience of the traveler.
4.1 Purchase of comprehensive and collision liability insurance shall be at the expense of the
contractor. The County will not reimburse contractor if the contractor chooses to purchase these
coverages.
4.2 Rental vehicles are restricted to sub-compact, compact or mid-size sedans unless a larger vehicle
is necessary for cost efficiency due to the number of travelers. (NOTE: contractors shall obtain
written approval from County prior to rental of a larger vehicle.)
4.3 County will reimburse for parking expenses if free, public parking is not available within a
reasonable distance of the place of County business.
4.4 County will reimburse for the lowest rate, long-term uncovered (e.g. covered or enclosed parking
will not be reimbursed) airport parking only if it is less expensive than shuttle service to and from
the airport.
5. Contractor is responsible for any other miscellaneous personal expenses, as they are included in
contractor's lodging and per diem expenses.
6. The County will reimburse any allowable and allocable business expense, excluding health club fees and
business class air fares, except as indicated in paragraph 3, above.
7. Travel and per diem expenses shall be capped at 15% of project price unless otherwise specified in
individual contracts.