2025-06-05 - PC 1424 -CONTRACT PURSUANT TO COMPETITION110514-C-64-15-047-M-00.PDF

CONTRACT PURSUANT TO COMPETITION

IMPRACTICABLE (MCI-351)

" SERIAL 14079-Cl

This Contract is entered into this 5 day of November, 2014 by and between Maricopa County (“County”), a
political subdivision of the-State of Arizona, und Bentley Systems, Incorporated (“Contractor”) for the provision of
software licensing privileges and related professional services.

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2.0

CONTRACT TERM:

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This Contract is for a term of three (3) years, beginning on the Ist day of December, 2014 and
ending the 30th day of November, 2017.

The County may, at its option and with the agreement of the Contractor, renew the term of this
Contract for additional terms up 4o a maximum of three (3) years, (or with agreement of both
patties, extend the contract on a month-to-month ‘basis for a maxinyun 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.

FEE ADJUSTMENTS:

Any request for a fee adjustinent 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 wilh the (Consumer Price
Index) or by performing @ market survey.

PAYMENTS:

3.1

3.2

3.3

As consideration for performance of the dutics described in Section 5 berein, County shall pay
Contractor the sum(s) siated in Exhibit “1.”, which may be amended by the parties from time to
time.

Payment shal} be made upon the Counly’s receipt of a properly completed invoice, and shall be
made not more than thirty (30) days after the date of the invoice.

INVOICES:

3.3.1 The Contractor shall submit one (1) tegible copy of their detailed invoice before
payment(s) can be made, Ata minimum, the invoice must provide the following
information:

e Company naiue, address and contact
* County bili-to name and contact imformation
¢ — Contract serial number

4.0

5.0

SERIAL 14079 -CL

County purchase order number
Invoice number and date
Payment terms

Date of service or delivery
Quantity

Contract Item number(s)
Desctiption of service provided
Pricing per unit of service
Froight (if applicable)
Extended price

Mileage w/rate (if applicable)
Totaj Amount Due

eeese

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 Maricopa
County Vendor Express. Payment Program, ‘This is an Flectronic Funds Transfer (FYT)
proce After Contract Award the Contractor shall compicte the Vendor Registration
Form Jocated on the County Department of Finance Vendor Registration Web Site

(hitp/Avww.n aricopa. goy/Finance/Vendors,aspx).

3.3.4 EFT payments to the routing and account munbers designatéd by the Contractor will
include the details on the specific invoices that the payment covers. The Contractor is
yequired to discuss remittance delivery capabilities with their designated financial
institution for access to those details.

AVAILABILITY OF FUNDS:

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The provisions of this Contract relating to payment for setvices shal! 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 fatids under this Convact. County shall keep the Contractor fully informed as to the
availability of funds.

If any action is taken by any state agency, Fedlerai department or any other agency or
instrumentality to suspend, decrease, oF 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 shail give written notice
of the effective date of any suspension, amendment, or termination ander this Section, at Teast ten
(10) days in advance.

DUTIES:

5.4

‘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 lo be performed by Contractor
hereunder shall be either:

(a) Provision of software licensing privileges as sct 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, inchding 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 conditlous governing County’s ELS.

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5.2

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SERIAL 14079 -Cl

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 sorvices 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.

During the Coutract term, County may provide Contractor's personnel with adequate workspace
for consultants and such other related facilities as may be required by Contractor to carry oul its
contractual obligations,

6.4 TERMS and CONDITIONS:

6.1

INDEMNIFICATION:

6.14

61.2

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 Parly”) from and against all third-party claims for bodily injury or
properly damage, and damages, losses and expenses directly velated to such claims,
including, but not limited to, attorney fees, court costs, expert witness fees, and the cost
of appellate proceedings, caused by the gross negligence or willful misconduct of
Contractor (or any person or entity for whose acts, errors, omissions, mistakes or
malfeasance Contractor may be legally liable) while performing SELECT Professional
Services under this Contract on County’s premises.

‘The amount and type of insurance coverage requirements set forth herein will in no way
be construed as limiting the scope of the indemnily in this paragraph.

‘The scope. of this indemnification docs not extend to any claim arising from the sole
negligence of County and the scope of this indemnification docs not extend to any claim
arising from the County’s use of Contractor's software, or any other Indemnified Party’s
use of Contactor’s software, or the results of such use.

INSURANCE:

6.2.1

6.2.3

6.24

Contractor, at Contractor’s own expense, shall purchase and maintain the herein
stipwated minimum insurance from a company or companies duly licensed by the State
of Arizona and possessing a current A.M. Best, Inc. rating of BH. In liew of State of
Arizona Jicensing, the stipulited insurance may be purchased from a company or
companies, which are authorized fo 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.

Ail insurance required herein shall be maintained in full force and offect until all work or
service required to be performed under the terms of the Contract is satisfactorily
completed and formally accepted. Failure to do so say, at the sole discretion of County,
constitute a material breach of this Contract.

Up to the limits stated herein Contractor’s insurance shall be primary insurance as
respects County, and up to the limits stated herein avy insurance oy self-insurance
maintained by County shall not contribute to it.

Any failure to comply with 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,

“Phe insurance policies may provide coverage that contains deductibles or self-insured
retentions, Contractor shall be solely responsible for the deductible and/or selfinsured
retention,

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6.2.6

6.2.7

6.2.10

6.2.11

6.2.12

SERIAL 14079 -CI

County reserves the right to request and to receive, within 10 working days, cértified
copies of any or all of the herein required insurance certificates. County shail 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 deemed a waiver of County’s right to insist on strict fulfillment of
Contractor’s obligations under this Contract.

The insurance policies required by this Contract, except Workers’ Compensation, and
Errors and Omissions, shall nawe County, its agents, representatives, officers, directors,
officials and employees as Additional Insureds,

{Not Used]
Commercial General Liability:

Commercial General Liability insuravce and, if necessary, Commercial Umbrella
insurance with & Hinit of not fess than $2,000,000 for each occurrence, $2,000,000
Products/Compieted Oporations 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 Kimit third party action over claims.
‘There shal] be no endorsement or modification of the CGL Timiting the scope of coverage
for liability arising from explosion, collapse, or uriderground properly damage.

Automobile Liability:

Cowmercial/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 cach occutrence with respect to any of the Coniraclor’s
owned, hited, atid non-owned ‘vehicles assigned to or used in performance of the
Contractor’s work or seivices imder this Contract.

Workers’ Compensation:

62.41.1 Workers’ Compensation insurance to cover obligations imposed by federal
and alate statutes having jurisdiction of Contractor's employees engaged in the
performance of the work or services under this Contract; and’ Fmployer’s
Liability insmance: of not jess than $1,000,000 for each accident, $1,000,000
disease for cack employee, and $1,000,000 disease policy limit,

62.412 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 insurarce obtained by Contractor pursuant to
this Contract.

Errors and Omissions Insurauce:

Exrors and Omissions insurance and, if necessary, Commercial Umbrella insurance,
which will insure and provide coverage for errars or omissions of the Contractor, with
Jimits of no Jess than $1,000,000 for each claim.

Certificates of Insurance.

6.2.13.1  Priox to commencing, work or services under this Contract, Contractor shall
furnish the County with valid and complete certificates of insurance, or formal
endorsements ag requited by the Contract in the form provided by the County,
issued by Contractor's insurer(s), as evidence that policies providing the

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6.3

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6.5

SERIAL 14079 -CL

required coverage, conditions and timits 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,

62.13,1.1 In the event any insurance policy (ies) required by this contract is
(are) written on a “claims made” basis, coverage shali 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 Ifa policy does expire during the life of the Contract, a renewal
cerlificate must be sent to County fifteen (15) days prior to the
expiration date.

6.2.14 Cancellation and Expiration Notice,

Jrisuranéé required hereitt shall not be permitted to expire, be canceled, or materially

changed without thirty (30) days prior written notice to the County.

WARRANTY OF SERVICES:

63.1

63.2

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 shali not relieve the Contractor from its
obligations under this warranty.

In addition to its other remedies, provided no more than ninety (90) days have clupsed
since completion, County may, at the Contractor's expense, require prompt correction of
any SELECT Professional Services failing to meet the Contractors 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.

INSPECTION OF SELECT PROFESSIONAL SERVICES:

643

The Contractor shall provide and maintain an inspection system acceptable to County
covering the SELECT Professional Services under this Contract. Complete records of all
inspection work performed by the Contractor shail be maintained and made available to
County during contract performance and for as long afterwards as the Contract requires.

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 fests in a manner that will not unduly
delay the work,

‘Without limiting the generality of the foregoing, in the event County and Contractor enter
into a work order for 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 resporsibility for fest scripts and
ofier UAT criteria, recursive timeframes for County’s notice of nonconformities and
Contractor’s resohition of nonconformities, and final acceptance criteria.

NOTICES:

All notices given pursuant to the terms of this Contract shall be addressed to:

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6.7

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SERIAL 14079 -CT

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 Counse!

685 Stockton Drive

Exton, Pennsylvania 19341

REQUIREMENTS CONTRACT:

The parties uaderstand and agree that County's obligation to pay for County’s ELS is subject to
Section 4.0 (Availability of Funds).

County’s obligation ta pay for SELECT Professional Services is also subject to Section 4.0.
(Availability of Funds), and in addition, the foliowing 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 pkiced 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 ofderts or notice to proceed within a
reagonable 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 incutred after receipt of cancellation, or for fost profits, or shipment of
product or performance of services prior to issuance of a purchase order or notice to
proceed,

6.6.3 Purchase orders will be cancelled in writing.
TERMINATION FOR CONVENIENCE:

The County reserves the right to terminate the. Contract, in whole or in part at any time, when iti
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, notity all subcontractors
of the effective date of the termination and minimize all further costs to the County. tn the event
of termination under this paragtaph, 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 al} resulls of SELECT Professional Services performed by
Contractor for County under this Contract.

TERMINATION FOR DEFAULT:
68.1 Inaddition to the rights reserved in the Contract, either party may terminate the Contract

in whole or in part due to the dailure of the other party to comply with any material term.
‘or condition of the Contract to acquire and muintain all required insurance policies,

6.10

6.18

GAZ

SERIAL 14079 -CI

bonds, Licenses and permits are material, or to make satisfactory progress in performing
the Contract. The Procurement Officer shali 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 aad
paid for by Connty under the Contract shall be delivered to the County on demand.

683 Not Used

68.4 ‘The Contractor shall continue fo performa, in accordance with the requirements of the
Contract, up to the date of termination, as directed in the termination notice.

TERMINATION BY THR COUNTY:

If the Contractor should be adjudged bankrupt or should make @ general assignment for the benefit
of its creditors, or if a receiver should be appointed on account of its insolvency, the Counly may
terminate the Contract. If the Contractor should persistently or repeatedly refuse or should fait,
except in cases for which extension of time is provided, to provide enough properly skilled
workers or proper materials, or persistently disregard laws 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 aliowed fifteen (15) calendar days to cure such deficiencies.

STATUTORY RIGHT OF CANCELLATION FOR CONFI ACT OF INTEREST:

Notice is given that pursuant lo ARS. §38-511 the County may cancel this Contract without
penalty or further obligation within three yéats after execution of tho contract, if any person
significantly involved in jnitiating, negotiating, securing, drafting or creating the contract on
behalf of the County is af 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, drafling or creating the contract on
behalf of the County from any other party to the contract arising as the result of the Contract.

NOT USED

ADDITIONS/DELETIONS 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 bid price. If additional SELECT Professional
Services ave 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
Ordess, Also, upon request by the County, the Contractor will be required to remove any
employees working on County projects and substitute personnel based on the discretion
of the County within two business days, unless previously approved by the County. Inno
event shall Contractot be responsible for project delay yesuiting from the County’s
exercise of its discretion under this Section 6,12.2,

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6.15

6.56

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6.18

SERTAL 14079 -CI
RELATIONSHIPS:

In the performance of the services described herein, the Coniractor shall act solely as at
independent contractor, and nothing herein or implied herein shall at any time be consirted as to
create the relationship of employer and employes, pattnetship, principal and agent, or joint venture
between the District and the Contractor.

SUBCONTRACTING:

Except for assignment to any successor in interest to Contractor's business end 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 tho writlen consent of the Connty, which shall not be
unreasonably withheld. ASl correspondence authorizing subcontracting must reference the
Proposal Serial Number and identify the job project.

County shali not assign this Contract or delegate its duties hereunder without prior written consent
by Contractor, such consent not to be ameasonably wilbheld, conditioned, or delayed,

Any purported assignment in violation of this provision shall be void and without effect.
AMENDMENTS;

‘Ail amendments to this Contract shall be in writing and signed by both pa rties. Maricopa County
Office of Procurement Services shall he responsible for approving all. amendments for Maricopa
County.

ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIRW:

6.16.1 In accotdance 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) year's after
final 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 Stale auditors and avy
ather persons duly authorized by the Department shall, , have full access to, ahd the right
to examine, copy and make use of, any and all said materials.

6.16.2 If the Contractar’s books, records , accounts, statements, reports, files, and other records
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 adequaicly supported and documented.

6.16.3. Not Used

AUDIT DISALLOWANCES:

If at any time, County determines that a cost for which payment has been nade 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
chall not be limited to adjustment of any future claim submitted by the Contractor by the amount
of the disallowance, or lo require sepayment of the disallowed amount by the Contractor. .
SEVERABILITY:

‘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,

6.20

6.25

6.22

SERIAL 14079 -Cl

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, Cohtractor 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 vestriction except as provided by law. Bach party shail supply to the other
partly, upon request, any available information that is relevant to this Contract and to the
performance hereunder.

INTEGRATION:

‘This Contract represents the entire and intege ated agreement between the parties and supersedes
ali prior negotiations, proposals, communications, understandings, representations, or agreentents,
whether oral or written, express or implied. The terms and conditions of this Agreement and of
the applicable Contractor confirmation shail epply to each order accepted or shipped by Contractor
hereunder, Any additional or difforent terms or conditions appearing on a purchase order issued by
County hereunder, even if Contractor acknowledges such terms and coviditions, 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.

VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES §41-
4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS:

6.21.1 By entering into the Contract, the Contractor warrants compliance with the Immigration
and Nationality Act (INA using c-verify) and all other federal immigration laws and
regalations 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
furnist the statements to the Procurement Officer upon request. ‘These warranties shall
remain in effect through the tenn of the Contract. The Contractor and ils subcontractors
sliall also maintain Employment Eligibility Verification forms (1-9) as yequired by the
Immigration Reform and Control Act of 1986, as amended from time to time, for ail
employces performing work under the Contract and verify employee comptiance using the
Beverify systam 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.

6.25.2 The County retains the legal right to inspect contractor and subcontractor employee
documents performing work under this Contract to verify compliance with paragraph
621.1 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 tine and date
specified, Should the County suspect or find that the Contractor or any of its subgontractors
are not in compliance, the County will consider this a material breach of the contract and
may pursue ay and ail remedies allowed by Taw, inclading, but not limited to: suspension
of work, termination of the Contract far default, and suspension and/or debarment of the
Contractor. All costs necessary to verify compliance are the responsibility of the
Contractor,

CONTRACTOR LICENSE REQUIREMENT:

6.22.1 The Respondent shall procure all permits, 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, vequired by any and all governmental
or non-govemmental entitics as mandated to maintain compliance with and iv good
standing for all 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 fulfitlnent of a Contract and
shall comply with the same. Contractor shall immediately notify both Office of

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6.23

6.24

6.25

SERIAL 14079 -CE

Procurement Services and the using agency of any and ali 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, shal} 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 coptract. Respondents shall identify
which license(s}, if any, the Registrar of Contractors requires for performance of the
Contract.

CERTIFICATION REGARDING DEBARMENT AND SUSPENSION

6.23.1 The undersigned (authorized official signing for the Contractor) certifies to the best 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;

623.1.2 have not within 3-year period preceding this Contract been convicted of or
had a eivil 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 oF
destruction of records, making false statements, or receiving, stolen property;

623.13 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 enumerated 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.

623.3 The Contractor agrees to include, without modification, this clause in all lower tier
covered transactions (i.e. transactions with subconitactors) and in ali solicitations for
lower tier covered transactions related to this Contract.

PRICES:

Contractor warrants that all prices in this Agreement are no jess favorable ta County than those

offered by Contractor to any other government customer in Arizona thet does not purchase from

Contractor’s GSA Schedule.

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 pernitied by appiicable law, the partics agres that the
provisions of the ‘United Nations Convention op 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 of 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.

6.26

6.27

SERIAL 14079 -CI

ORDBR 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 shail prevail.

With respect to County’s ELS-—In the event of a conffict in the provisions of this Contract and the
SELECT Agreement, the terms of the SELECT Agreement shail prevail.

INFLUENCE

As prescribed in MC1-1202 of the Maricopa County Procurement Cade, any effort to influence an
employee or agent to breach the Maricopa County Fthical Cade of Conduct or any ethical conduct,
may be grounds for Disbarment or Suspension under MC1-902.

An attempt fo influence includes, but is not limited to:

6.27.1 A Person offering or providing a gratuity, gifi, tip, present, donation, money,
entertainment or educational passes or tickets, or any type valuable contribution ot
subsidy,

6272 ‘That is offered or given with the intent to influence a decision, obtain a contract, gamer
favorable treatment, or gain favorable consideration of any kind.

If a Pesson 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.

PUBLIC RECORDS:

All Offers submitted and opened are public records and must be retained by tho 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 Setvices. 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 offor 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 confidentia} 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 Inown to the public Contractor’s confidential, proprietary and technical
information pertaining to Contractos’s soflware 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.

CHANGE ORDERS:

Bither party may request a change to the scope of work required under this Contract on any task
inchiding but not lisnited to, alterations, additions, deviations, and omissions from or to the scope
of work: Contractor shall provide County with a written assessment withie a reasonable time
identifying the price and schedule impact of implementing the change. Neither party shali be
obligated to commence work on the yequested change until they have agreed in wriling to an
equitable adjustinant, 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.

SERTAL 14079 -CL
YNCORPORATION OF DOCUMENTS;
The following are to be attached to and made part of this Contract:
6.30.1 Exhibit 1, License Subscription Order Form (pricing for County’s ELS);
6.30.2 Exhibit 2, Bentley SELECT Program Agreement;

6.40.3. Bxhibit 3, Office of Procurement Services Contractor ‘Travel and Per Diem Policy.

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SERIAL [4079-CF

IN WITNESS WHEREOF, this Contract is excouted on the date set forth above.

net
ao ne aa

AUTHORIZED SIGNATURE

Antonio Tevavde, View PresitenT
PRINTED NAMB AND TITLE

695 Stockton Dr., Beko, Ph Sel
ADDRESS:

ZZ Oct Lov
DATE :

MARICOPA COUNTY

CHAIRMAN, BOARD OF SUPERVISORS DATE

ATTESTED:

CLERK OF THE BOARD . DATE

APPROVED AS TO FORM:

LEGAL COUNSEL _ , DATE

SERIAL 14079-C1

EXHIBIT 1
PRICING
COMMODITY CODE: 92045
CONTRACTOR NAME: BENTLEY SYSTEMS, INCORPORATED |
VENDOR NUMBER : WOO0003698 X
STREET ADDRESS: 685 STOCKTON DRIVE __
‘EXTON, PA 19341 __
P.O. ADDRESS: _
TELEPHONE NUMBER: 610) 458-5000
FACSIMILE. NUMBER: (610) 458-3181
WEB SITE: www.bentley,com

REEN
en@bentley.com

REPRESENTATIVE:
REPRSENTATIVES E-MALL ADDRESS;

WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO
PURCHASE FROM THIS CONTRACT. [. }YES [X].NO

WILL ACCEPT PROCUREMENT CARD FOR
PAYMENT. [ ] YES [x] No

PROMPT PAYMENT TERMS: NET 30 DAYS

This order form lisis 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 pwticipation in the program, the cotresponding 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

2 SELECT PROGRAM AGREEMENT CLA#; 0010369318

® ULTIMATE ACCOUNTS ID #: 1001387506

» APPLICABLE LICENSE SUBSCRIPTION PROGRAM: Enterprise License Subscription (ELS)
«® ELS PROGRAM COMMENCEMENT DATE: December 1, 2014

« INIsIAL TERM: ELS Program Commencement Date through November 30, 2017

¢ RENEWAY, TERM: successive (1) year terms following the Initial Term

« RESET PERIOD: The annually recurring twelve (12) month period commencing each December
j and ending cach November 30.

© RESET CALCULATION SCHEDULE: Commencing at the end of the third year of the Initial
Term, and annually thereafter, Bentley shalt determine Subscriber's LS Fee for the next year
based on Subsoriber’s license use during the immediately preceding year.

SERIAL 14079-CI

» MEASUREMENT PERIOD: Each calendar'month during the pertinent Reset Period.

e RANKED MEASUREMENT PERIOD PEAK;

ELIGIBLR PRODUCT [RANKED MEASUREMENT PERIOD PEAIC
AEP Products Highest
Ail other Eligible Products nd Highest |
©) MULTIPLIER:
{ ExiGiBLE PRODUCT [Mu rrcinr i

ASP Products . 23
Ali other Eligible Products 2.3

—

e ANNUAL LS FEES:

L.

2.

® BENTLEY LEARNINCLUDED? Yes, per the terms of Exhibit D to the SELECT Program

Ay

‘The LS Fee for Year | of the Initial Term (December 1, 2014 through N

shall be $91,587.05.

loveinber 30, 2015)

The LS Fee for Year 2 of the Initial Term (December 1, 2015 through November 30, 2016)

shall be $94,426.25.

‘The LS Fee for Year 3 of the Initial Term (December 1, 2016 through November 30, 2017)

shall be $97,353.47.

Unless otherwise agreed in a writing s
at expiration of the Initial Term, the 1
(a) the LS Fee for the immediately preceding Reset Period, or (0)

greement.

v Distance Learning
¥ Online Content
¥ LBARN Coach

Y Performance Consulting Days (10 days)

¥ Learning Conference Registration Fees (Unlimited)

e SELECTSERVER: Hosted

© PAYMENT TERMS: Net thirty 30) days

e [LS ArriLiariis: None

@ BASELINE PRODUCTS:

igned by the authorized representatives of the parties
S Pee for any Renewal Term shall be the greater of
the Reset Calculation.

Site ID. Subscriber ‘Site(s) | Parts Baseline Product(s): a
4013195 | PHOENIX,AZ | 2964 StormCAD Standalone Untim inlets i
4o13195_|_PHOENIX,AZ | 2028 Flowhuster For Windows 4
4033195 | PHOENIX, AZ ee LEAP CONSPAN SELECT 2. |
| 4013195 _| Z| 1g21 LEAP RC-PIBR SELEC 2 |
4013195 ENIX 1827 LEAP CONBOX 2
4013195 | PHOENIX, AZ | 2920 CulvertMaster_ cL 4

SERIAL 14079-C¥

aoizi9s_| _PHORNIX, Az 1577. Benticy InRoads Survey {| 10
4013195 |_PHORNIX, AZ 1013 * Bentley Descartes fur MS_ 2
4o13195__| PHOENIX, AZ 1592 Bentley InReads 20
4013195_|_ PHOENIX, AZ | _ 8203 Bentiey Map, Lo
4or3i95 | PHOENIX, AZ, 1003 MicroStation 45 |

« INELIGIBLE PRODUCTS: None

EXHIBIT 2
BENTLEY SELECT PROGRAM AGREEMENT

SERIAL 14079-Cl

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BENTLEY SELECT PROGRAM AGREEMENT i
SELECT Program Benefits i
Exhibit A [ t
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1. General, Subscriber fo be eligible to receive Upgrades, Updates, or Piatiorm H H
Exchanges, Bentley may rewire that Subscriber first’ return the j
Subscriber agrees to purchase SELECT Program coverage for all Product (or component thereof, such as hardsvare lock or CD-ROM) Hl i
Bentley Products Jleonsed by Subscriber, Bentley shall provide subject to the Upgrude, Update, or Platform Exchange’ directly to i
SELECT Progeain services to Subsesiber for all Bentley Products Bentley. |
i

Ticensed by Snbgerlber, subject to the provisions of this Agreement.

3.02.

Subseriber may complete and submit to Bealley a supptemental form 3.03, AF Subscriber reveives ant Upgrade and uses such Upgrade then

referenced by Bentley as Attachment 1 (‘Attachment 1”), and. if
completed Attachment 1 shall be incorporated into this Agreed,
provided that (except with respect to the duration of the iaitial teem of
fhe Agreement) in the event of any inconsistency berween this
Agreement and Attachment 4, this Agreement shall control with
respect to Subscriber's SELECT Program subseciption. Any
additional Rentley Products licensed by Subscriber during the term oF
this Agreement shall be added automatically to Subsoriber's SELECT
Program coverage hereunder and the additional SELECT Program
Fees wiil be included in Subscriber's periodic invoices for SELECT
Program services,

SELUCT Suppert Services

Bentley may provide SELFCT support services to Subscriber either
directly of, at its diseretion, tough authorized Benticy Crane}
Partners. A Channel Partnes’s avittorization may be limited to a
particular Site or Sites. Subscriber acknowledges that Charmel
Parlners are independent contractors oF Bentley, and tbat there is no
employerfemployce relationship between Bentiey and its Chantel
Partners.

Bentley shall provide Technical Support sorvices to Subscriber,
which iaclndes telephone, facsimile, electronic inail, and lntemet
based support to assist Subscribers regarding the use of Bentley
Products, Passports and services (however, nol to include professional
services, managed services or professional tteining servives) and
reasonable efforts to saspoud (o \echnical inquiries within four hours
dusing regular business hows, The telephone portion of Technical
Support services will be avallable seven days a week, 24 hours per
day, provided that after nonneal business hours at a Subscriber's
regional support Socation, Subscriber may be required to contact
anothes Bentley support center,

Bentley shall have no obligation to provide a response or olher
corvios heretiader if Subscriber's techulcal ingtiry is caused by: (a)
incorporation of attachment of a feature, prozrum, or device lo a
Product not approved ‘or supplied by Bentley, (6) any
itonconformance caused by accident, transportation, neglect, misuse,
alteration, modification, or chltancemeat of a Product; (c) failtere (o
provide a suitable installation environment, (d) use of the Product
offier than ag described ix ils Documentation or as authorized under
this Agreement; or (e) failure to incorporate any Update previously
releused by Bentley. Beuiley stall offer SELECT support services for
a given version of a Praduet, for at Jeast twelve months, or until two
Upgrades have been released by Benticy, whichever occurs first.

If Subscriber expatiences a production-stopping anomaly, Bentley
will use good faith efforts to crente an appropriate solution and
deliver it electronically, or through such other means as Bentley may
choose in its sole discretion.

Uparades, Updates;and Platforw Exelianges.

Subscriber shall faye the right to reecive, at no andillenal charge
other than shipping aud handling, if applicable), Upgrades and
Updates for each Product covered by the SELECT Program as such
Upgrades ond Updates becorne available, Subscriber shall also'bave
the right to exchange, ato additional charge (other than shipping and
handling, if applivsble), a license for n Product (other (han &
Subscription License) covered by the SELECT Program ou one
platform for an equivalent license for such Product on another
platfores (a “Phatformt Exchange”).

Such Upgrade, Update, or Platform Exchange may be tn
dovntouduble clectrouie form, or any other means its Beutley may
choose from time to Gnie in Us sale discretion, In order for

Subscriber's aggregate use of the Upgrade and the origintal Product
subject to such Upgrade may not exceed the number of jicensos
porchased for such Product. Mf Subsoriber receives a Platform
Exchange then Subscriber must inmedintely cease using the original
Product subject lo such Piatform Exchange.

Online SELECT,

Bentley may, fron time to time, offer Subscriber services, including,
but not Itmited to, certain software fulfilment, support, sovial media,
anil training services, to its SELECT subscribers via the internet, or
throueh technology developed in the future (eollectively “Online
SELECT"), Subseriber may only uso an Online SELECT: service in
accordance ‘with and subject to thls Agreement, and any terms of use
for the applicable Online SELECT service, which terms supplement
this Agreement. In the event oF e conflict with any Ontine SELECT
service terms of Use, the terms of this Agreement shall contsoL

Bentley’ shall have the sole right to control the format, content,
delivery and atl other aspects of Ouline SELECT. Bentley specifically
reserves the right at auy time fo modify the information provided
through Onlise SELRCT, discontinue. sny portion of Online
SELECE, or tecminate any Online SELECT service altagether
without providing Subscriber any prior notice,

brorluet Licensing
Generat,

(a) Existing Licenses. Bentley’ and Subscriber agree that the terms
of this Agreemext shall amend and supplement ell fisense
agreements existing as of the Effective Date for Products
(including prior versions thereof). to the avent of a eontlict
‘between the lerms of any license agreements exisling as of the
fective Date for Prodnots and the tenns of this Agreement, the
tems of this Agreement shall contro! tentil fermination of thls
Agreement, whescupon, with respect to amy perpetually Hicensed
Products, the terms of the ticense agreentent provided with the
Piodnet upon Its delivery to Subscriber shall govern
Subscriber's use of any suck Product.

(b) Future Lleenses. In the event that Subscriher licenses a vopy of
‘a Product, Subsctiber’s use of such Product shall be governed
by tho terms of the license agreement-provided with the Protluct
pon its delivery to Subscriber, as amended or supplemented by
the tenns of this Agreement in efllct at the time of sucit
ficensing, Subscriber hereby agrees that its downloading or use
of any Products delivered to it shat constitute Subsorlber’s
acceptance of the license agreement terms provided with the
Product upon its delivery to Subscriber. In the event of
conflict between the terms of the ficense agreemiaé provided
swith a Product upon Its delivery to Subscriber and the terms of
this Agreement in effect al the time such Product is purchased,
the terms of this Agreement in effect at the time stich Product Is
purchased shalt contro) for tse term of thts Agreement.
However, with respect to ay poxpetuaily: licensed Product,
upon any termination of this Agreement the terms and
conditions of the license agreement provided with the Product
xxpont its dolivery to Subscriber shall govern Subscriber's use of
the Product.

{)_No'Transfers, Subject to Seotion 8.01 of Exhibit 8, Subscriber
shui} not sell, transfer, assign, grant & seoarity foterest iit,
sublicense, loan, [ease or rent aay of ils rights under its licenses
to use Bentley Products without the prior yweitten consent of
Bentley. If consent is glyen by Bentley, Subscriber may

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5.02.

Exhibit A

permanently transfer 4 license to enallier énd user, provided al
soflivare und related documentation and media covered by such
license. ase transferred to the ttansferee end user and the
Subsuilver does snot retiin any copies thereof, and provided
further that the ‘transferee cnd user agrees in writing with
Bentley to cover all of its licensed Products under the SELECT
Program and be bound by the terms of the license agreeient
then in effect for such Product.

Licensing Progeains, Unless otherwise specifically set forth herein,
Bentley Products are licensed on a per Device basis as set forth in the
applicable cud user license that ships with the Bentley Product, The
following licensing programs are not available for all Products; plense
check Online SELECT to seo which Products are Pligtble Products
far the respective ficeusing programs. Bentley reserves the right to
add or remove any Product con eligibility for licensing under the
following programs, Bentley reserves the right to discontinue any of
its Tisensing programs at any time, without notice to Subscriber.
However, until renewal or terminalion of this Agreement, such
termination of eny licensing program shall not affect the licenses fos
Producls previously granted pursuant to such terminated licensing
arogram. For purposes of clarity, alt licenses previously granted
pitrsitant fo a terminated ficetising progcam shall terminate upon ithe
renewal or termination of this Agteement,

(Pooled Licensing, Bentley hereby grants to Subscriber a limited
non-transferablé non-exclusive right to use Bligible Products for
Production Use only on multi-user computer networks, and to
inslatl a Eeensed Product on more than one comprter or hard
disk.

Subsetiber shall allow the management and inonitoring of
pooled ticensing usage by ECTservices. Subseriber
acknowledges that the continuing operution of Bentley Products,
under pooled licensing is predicated upon Usage Data
contmunications between =: Bentley = Products and.
SELBCTservices, Subscriber hereby agrees not to interfere
With the transmission to Bentley of accurate Usage Data by
instailed Products.

In the alternative, opon Bentley's consent, Suhseriber may
install and impleneat Bentley’s SELECTserver or such other
Bentley licensing (echnology as may be required by Bentley
from (ime to’ time to monitor usage, Subscriber agrees and
acknowledges that, in such justance, Bentley's SELBCTserver
will from Gime to tine transmit to Bentley the Usage Data files
genorated by SELECTserver or such other Beritley licensing
lechnology. Subscriber ages to allow the abov'e transmission
to Bentley.

Bentley shait establish time intervals and measure the sutnsber of
unique Devices on whioly Subscriber Uses each Product per Site
per interval (Pooled Usnge"), ‘The interval over whick Pooled
Usage is imensured is subject lo change and may vary per
Eligible Product, as well as other criteria. Further infomation
ov the duration of intervals and measurement of Pooled Usage
for Eligible Products is published via Online SELECT.

SELECT Program coverage of licensed Products entitles
Subscriber to Pacled Usage it cach Interval at each Site up to
the number of copies of such Product for which Subscriber hes
licenses ut such Site,

For purposes of clarity, the right to pool ticenses of Products
granted fo Subscriber gutrsuant to this Section 5.02(@) of Exttibit
‘A shall terminate ia the event of any termination or non-renewal
of this Aggecment, notwithstanding that the subject Protluets
may be licensed on a perpehtal basis.

(b) Quarterly Term Licenses, If, ducing a enfentar quarter, the
miunber of Ohigue Devices al a Subscriber Site that utilize a
Produgl in any interval oxceeds the number of copies of such
Product for which Subseriher lins licesises at the Site (“Execs

{c)

6

BENTLEY SELECT PROGRAM AGREEMENT
SELECT Program Benefits

Use"), Bentley may grant Subscriber retroactive Jicenses to
cover Lxeess Use (“Quarterly Term Licenses") and invoice
Subsoriber fees per Site and per licensed Product for the peak
amount of such Exoess Use (Quarterly Term License Fees”),
where stich Quarterly Term Licenses shall be effective upon
Subscriber's payment of the Quarterly Term License Fees only.
Quivterly Term License Fees shall de sliose in effect as of the
start of the calendar qhitrter to which they apply, a5 calculated
and published by Bentley via Online SE.

In the event Subscriber fails to pay Quarterly ‘Term License
Fees, Dentley may, itt addition to exercising nny rights provided
in Section 7.02 of Exhibit B of this Agreentent, i) take technical
mensures ainsed at restricting Subsesiber's capacity to engage in
Excess Lise and/or ii)-discomtémue Subscriber's grant of the right
to pooked licensing prrsuant to Section 5.02(@) of Exhibit A of
this Agreement.

SELECT Open Access. Subscriber may, upon Bentley's
approval, be allowed to participate in Bentley's SELECT Open
‘Access progtem (“SELECT Open Access”). The Use of
Products wader SELECT Open Access_—_requires
SELUCY services nud is othenvise subject to the monitoring end
icasuting applicable to pooled licensing es provided in Section
5.02(0) of Exhibit A.

SELECT Open Access Lenefits include (i) a non-exclusive,
limited, revocable, mon-(cawsferable, non-assignble license to
install and use for Production Use only any Etigible Products,
even those for which Subscriber has not otherwise licensed any
copies of such Bligible Product and (il) User access to on-
demand ens virtual classroom training, as made avaliable by
Beniley under the Bentley LEARN Program, conesponding per
Product ta the amount of Subscriber's SELECT Open Access
Use (93 defined below).

Bentley sitall, af the end of each calendar quarter, invoice
Subscriber Quurlerly Term Licease Fees for the peak amount of
Subscriber's Pooled Usage during the quarter an a por Site per
Product basis, inchiding Excess Use of separately licensed
Products (SELECT Open Access Use"). Quarterly ‘Term
License Fees for SELECT Open Access Use shall be those in
effect us of the start of the calendar quarter to which they apply,
as cnlculated and published by Bentley via Online SELECT. By
participating in SELECT Open Access, Suhseriber hereby
agrees to pay Quarterly Term License Fees for alt Use of
Products hereby granted, such umuunt, in respect of any
separately licensed Products, being limited to Excess Use oily.

Portfolio Balancing,

(1) At feast thitty (39) days prior to each aniversary of any
renewal of the term of this Agreement pursuant to Section
7.01 of Exhibit B, Subscriber may, upon Bentley's
approval and wader the (erms set forth herein, reqpiest
Postfolio Balancing ¢*Porifolio Balancing”). Portfolio
Balancing allows Subscriber to exchange Etigible Product
licenses Subscriner hus purchased from Bentley for use on
a perpetual basis (“Perpetum! Licenses”) for licenses for
other Eligible Products in substitution for a Perpetual,
License ¢"Pxchanged Portfolio Licenses”) for use at the
Site of the Perpetual Licenses under the teuns of Section
6.01 of Exhibit A.

Q) Subsctiver may exchange Perpetual Licenses for
Exchanged Porlfolio Licenses having a total aggregate
valye bused on the fist price io effect as pubtished by
Bentley in the Countsy of use for perpetual ficcuse of &
Product (“Current License Price”) that is equal to or fess
than the total rvesegate value based on the Current
License Prices for the Perpetual Licenses. Upon exclauige,
Jiganse rights granted by’ Bentley to Subscriber in respect
of the Perpetual Licenses shall cense, and license rights in

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®

(ny

BENTLEY SELEC

Exhibit A

respect of the Exchanged Portfolio Licenses shall
commence for an initial term of twelve (12) months, svith
by-defmult automatic requests for renewals of like terms to
follow, unless Subscriber notiffes Bentley of ils eicction
hot to request a renewal term. Notwithstanding the sbove,
upon tennination of this Agreement or the Portfolio
Balancing licensing program any Exchangod Portfolio
License pranted fo Subscriber shell terminate ead
Subscriber's right to wse Perpelual Licenses shall be
reinstated. iginle to participate, Subscriber mast ke
current on Ail outstanding invoices for aniounts owed to
Bentley.

No-Charge Licenses. Subscriber is hereby entitled on a non-
exclusive basis, without paynsenf of Hicense fees but otherwise
swaject to the terms of this Agreonient, to create Production Use
copies, for use only by Subscriber, of certain Eligible Products
made available by Bentley from time to time and whieh are
designated by Bentley as no-chatge software. Subscriber is
entitled fo redistribute such Products, which aco designated by
Bentley as available for such redistribution, in machine readable
form to third parties to which Subscriber distributes its Bentley
Products Giles; provided that Subscriber procures cach such third
party’s agecement not to further redistribute such Protucts,
Unless Bentley specifically authorizes otherwise in writing,
stich fice ficenses granted or cedistributed hereunder wilt expire
upon termination of this Agreentertt,

Home Use J.feenses, Unless Subscriber notifies Bentley in
writing that Subseriber’s employees slyall not be entitled to
obtain home use editions of a Product, Bentley will distribute
upon an employes’s request made fhrouigh Subscriber's site
adniinisteator, and penivi( Subseriber’s employees to, use,
without charge, home use editions of certain Products (for
which such editions are available, as designated on Online
SELECT) in accordance with the lerws sot forth it: tte license.
agreement provided with such home use editlon of a Product, as
amended and supplemented by this Agreement. Restrictions on
‘homie tise Ticenses include the foliowing: home use licenses are
not permitted to be used for Production’ ‘Use or my conimercial
use, including training; home use licenses ure not for use in
Subscriber's offices; home use licenses uray not be stored on
any electronic media; home ase licenses must be permitted in
Subscriber's jurisdiction, The total number of home wse edilions
avdilub{e to Sebserlber’s employees may nol exceed the number
of Subscriber's Produit ficenses to which (ke Lome use editions
relate, Home vse editions of Products are ineligible for
‘Technical Support even if Subscriber has purchased SELECT
Program services. Subscriber shal not be responsible for
usting compiiance by its employees with the Bentley home
use license, nor shall Subscriber be lable for any: breaches of
such license by its employees. Such honve use ficenses grantert
hereunder will expive upon termination of this Agreement.

valuation of Products. Bentley hereby grants to Subscriber,
suipject to its compliance with the procedures of this Section
$,02(g) of Exhibit A, a simited now-traasferable non-exclusive
right to creale, using Online SELECT (following tho registration
requirements published on Online SELECT), one (1) copy per
Site of each Eligible Product solely for Evaluation Use of such
Product, provided that Subscriber stuff have no’ right to create
evaluation copies of Products previously licensed by Subscriber,
‘The duration of use of an evaluation copy shall not exceed thirsty
(30) days, and Bentley may provide the Product with a
mechanism tat will cause the Product to time out or oxpire
after thirty (0) days. Upon the earlier of the conclusion of such
(30) day evaluation period or the termination of this Agreement,
Subscriber shalt destroy afl copies of Products created for
evaluation hereunder and, upon request by Bentley, certify such
destruction in waiting,

Documentation. Bentley may, in association with Products,
Passports or Cloud Otferings, make certain Documentation

6.01.

‘T PROGRAM AGRE
SELECT Prograin Benefits

MENT

available to Subscriber. Documentation is Bentley Proprietary
Tnfornation, Bentley htereby grants to Subscritier a limited non-
transferable non-exclusive licease to use such Documentation in
support of Proiluction Use.

Subscriptions,

Beritley makes available for purchase by Subsotibes certdin services
anid Product licenses for e specified term only. (“Subseription™, such

tarm being. the “Subscription Ferm”).

Sngscriber’s use of such

Products and services under Subscription shall be governed by the
terns of this Agreement, incitding, as appficable, Section 5.01 of
Exbibit A. Subject to Seclion 6.02(c), Bentley will invoice
Subscription Fees based on the fees charged by Bentley for such
Subscription as of the start of the Subscription Term.

Subscription Licenses,

@)

)

©

@

Subscriber may, upon Beutley’s approval, purchase
Subserlptions to license Bligible Products in advance of Use (wu
“Subscription License”). A Subscription Litense entitles
Subscribes to license sights in a Product for Producton Use, iit
Object Code form and within a Country. To be cligitle to
participate, Subscriber must be current on all outstanding
invoices for amoutls owed to Bentley. Some Subscription
Licenses require puticipation in SELECT Open Access,

Subsesiber recognizes that the Producls: licensed wader a
Subscription Licensé are provided to Subscriber for use only for
the applicable Subscription ‘Term er any reaewal term, In no
event will a Subscription License continue beyond the
expiration of carlier termination of the SELECT Agreement
under which it is granted, Subscriber recoguizes that
Subscription Licenses may bo delivered to Subscriber with
embedded Time Clocks. Subscriber agrees that Time Clecks are
nai considered a defect of such Subscription Licenses and
relenses Beniley from any and alt claims, however
characterized, ising from or related to Time Clocks or their
operation. Subscriber may not remove or ‘evade Time Clocks.

Jn the eventt of any inconsistency between this Section 6.0) of
Exhibit A wx! aqy ather Section or Exhibit of this Agreenrent,
or between this Section 6,01 of Pxhibit A and the terms and
condltions in the license agreement provided with any Product
that is the subject of a Subscription License, this Section 6.01 of
Exhibit A shall control with respect to Stehscription Licenses,

Uf a Stibscription is desiinated as automatically renewing by
Bentley, the Subscription Term (and each suecessive term) shall
automatically renew at its expiration for a successive term of
equal length nntess cilher party gives notice of its election not to
renew the Subscription Terns ut feast thirty (30) days prior to the
expitation of the then eusrent term.

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