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SERIAL 14079-CI BENTLEY SYSTEMS ENTERPRISE SOFTWARE LICENSE AGREEMENT DATE OF LAST REVISION: November 17, 2021 CONTRACT END DATE: November 30, 2022 CONTRACT PERIOD THROUGH NOVEMBER 30, 2017 2020 2021 2022 TO: All Departments FROM: Office of Procurement Services SUBJECT: Contract for BENTLEY SYSTEMS ENTERPRISE SOFTWARE LICENSE AGREEMENT Attached to this letter is published an effective purchasing contract for products and/or services to be supplied to Maricopa County activities as awarded by Maricopa County on November 05, 2014. (C-64-15-047-M-00) All purchases of products and/or services listed on the attached pages of this letter are to be obtained from the vendor holding the contract. Individuals are responsible to the vendor for purchases made outside of contracts. The contract period is indicated above. BW/yy Attach Copy to: Office of Procurement Services Martie Harrell, MCDOT (Please remove Serial 03259-SS from your contract notebooks) CONTRACT PURSUANT TO COMPETITION IMPRACTICABLE (MCI-351) SERIAL 14079-CI This Contract is entered into this 5th day of November, 2014 by and between Maricopa 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 November, 2017. This Contract is for a term of three (3) years, beginning on the 1st day of December, 2017 and ending the 30th day of November, 2020 2021 2022. 1.2 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 (3) 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 SERIAL 14079-CI County bill-to name and contact information Contract serial number County purchase order number Invoice number and date Payment terms Date of service or delivery Quantity Contract Item number(s) Description of service provided Pricing per unit of service Freight (if applicable) Extended price Mileage w/rate (if applicable) 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 Maricopa 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 (http://www.maricopa.gov/Finance/Vendors.aspx). 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 shall 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. SERIAL 14079-CI Provision of software licensing privileges as set forth in Exhibit “1” and Exhibit “2” hereto (such privileges in the aggregate hereinafter referred to a “County’s SELECT”). 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 SELECT.” or (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 carry 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 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. 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 claim 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++. 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 required 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. SERIAL 14079-CI 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 not contribute to it. 6.2.4 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. 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-insured retention. 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 deemed 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 CGL limiting the scope of coverage for liability arising from explosion, collapse, or underground 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 under 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. 6.2.11.2 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. SERIAL 14079-CI 6.2.12 Errors and Omissions Insurance: Errors and Omissions 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. 6.2.13.1 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 required coverage, conditions and limits required by this Contract are in full 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. Contractor’s warranty for County’s SELECT and for SELECT Professional Services is set forth in Section 4.01 to Exhibit B to the SELECT Agreement. County’s acceptance of services and 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 Services under this Contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to County during contract performance and for as long afterwards as the Contract requires. SERIAL 14079-CI 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 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 responsibility for test scripts and other UAT criteria, recursive timeframes for County’s notice of nonconformities and Contractor’s resolution of nonconformities, and final acceptance criteria. 6.5 NOTICES: All notices given pursuant to the terms of this Contract shall be addressed to: 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). The parties understand and agree that County’s obligation to pay for County’s SELECT is subject to Section 4.1 (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 of services prior to issuance of a purchase order or notice to proceed. 6.6.3 Purchase orders will be cancelled in writing. SERIAL 14079-CI 6.7 TERMINATION FOR CONVENIENCE: The County reserves the right to terminate the Contract, in whole or in part 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, 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 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 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/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 SERIAL 14079-CI service reduced in accordance with the bid 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 County 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 6.12.2. 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. Maricopa 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 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 State auditors and any other persons duly authorized by the Department shall, , have full access to, and 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 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 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 SERIAL 14079-CI 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 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. 6.19 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 By 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 (I-9) 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 E-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. I-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 permits, insurance, licenses and pay the charges and fees 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 SERIAL 14079-CI or non-governmental entities as mandated to maintain compliance with and in 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 fulfillment of a Contract and shall comply with the same. Contractor shall immediately notify both Office of 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 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; 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 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. 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 SERIAL 14079-CI 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. 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. With respect to County’s SELECT – 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 MC1-1202 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 MC1-902. 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 SERIAL 14079-CI 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 they have 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. 6.30 INCORPORATION 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); Exhibit 1, Bentley Renewal Advise Summary; 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 SERIAL 14079-CI EXHIBIT 1 PRICING COMMODITY CODE: 92045 CONTRACTOR NAME: BENTLEY SYSTEMS, INCORPORATED VENDOR NUMBER : W000003698 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 REPRESENTATIVE: BRIEN GREEN REPRSENTATIVES E-MAIL ADDRESS: Brien.Green@bentley.com 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 lists 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 SELECT PROGRAM AGREEMENT CLA #: 0010369318 ULTIMATE ACCOUNT ID #: 1001387506 APPLICABLE LICENSE SUBSCRIPTION PROGRAM: Enterprise License Subscription (ELS) ELS PROGRAM COMMENCEMENT DATE: December 1, 2014 INITIAL TERM: ELS Program Commencement Date through November 30, 2017 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. MEASUREMENT PERIOD: Each calendar month during the pertinent Reset Period. RANKED MEASUREMENT PERIOD PEAK: SERIAL 14079-CI ELIGIBLE PRODUCT RANKED MEASUREMENT PERIOD PEAK AEP Products Highest All other Eligible Products 2nd Highest MULTIPLIER: 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 (December 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) Learning Conference Registration Fees (Unlimited) SELECTSERVER: Hosted PAYMENT TERMS: Net thirty (30) days LS AFFILIATES: None BASELINE PRODUCTS: Site ID Subscriber Site(s) Part # Baseline Product(s) Quantity 4013195 PHOENIX, AZ 2964 StormCAD Standalone Unlim Inlets 1 4013195 PHOENIX, AZ 2923 FlowMaster For Windows 4 4013195 PHOENIX, AZ 1805 LEAP CONSPAN SELECT 2 4013195 PHOENIX, AZ 1821 LEAP RC-PIER SELECT 2 4013195 PHOENIX, AZ 1827 LEAP CONBOX 2 4013195 PHOENIX, AZ 2920 CulvertMaster 4 4013195 PHOENIX, AZ 1577 Bentley InRoads Survey 10 4013195 PHOENIX, AZ 1013 Bentley Descartes for MS 2 4013195 PHOENIX, AZ 1592 Bentley InRoads 20 4013195 PHOENIX, AZ 8203 Bentley Map 1 4013195 PHOENIX, AZ 1003 MicroStation 45 INELIGIBLE PRODUCTS: None ELIGIBLE PRODUCT MULTIPLIER AEP Products 2.3 All other Eligible Products 2.3 SERIAL 14079-CI **EFF. 12/1/2017** SERIAL 14079-CI SERIAL 14079-CI SERIAL 14079-CI SERIAL 14079-CI **EFF. 12/1/2020** EXHIBIT 1 PRICING COMMODITY CODE: 92045 CONTRACTOR NAME: BENTLEY SYSTEMS INCORPORATED VENDOR NUMBER: VC0000009530 STREET ADDRESS: 685 STOCKTON DRIVE EXTON, PA 19341 P.O. ADDRESS: TELEPHONE NUMBER: (610) 458-5294 FACSIMILE NUMBER (610) 458-3131 WEB SITE: www.bentley.com REPRESENTATIVE: Carol Julian REPRESENTATIVE E-MAIL ADDRESS: carol.julian@bentley.com YES NO WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS CONTRACT. [ ] [X] WIILACCEPT PROCORBMENT CARD FOR PAYMENT. [ ] [X] PROMPT PAYMENT TERMS:NET 30 DAYS SEE ATTACHED APPENDIX A SERIAL 14079-CI SERIAL 14079-CI EXHIBIT 2 SERIAL 14079-CI BENTLEY SELECT PROGRAM AGREEMENT SELECT Program Benefits Exhibit A 1. General. Subscriber agrees to purchase SELECT Program coverage for all Bentley Products licensed by Subscriber. Bentley shall provide SELECT Program services to Subscriber for all Bentley Products licensed by Subscriber, subject to the provisions of this Agreement. Subscriber may complete and submit to Bentley a supplemental form referenced by Bentley as Attachment 1 (“Attachment 1”), and if completed Attachment 1 shall be incorporated into this Agreement, provided that (except with respect to the duration of the initial term of the Agreement) in the event of any inconsistency between this Agreement and Attachment 1, this Agreement shall control with respect to Subscriber’s SELECT Program subscription. Any additional Bentley Products licensed by Subscriber during the term of this Agreement shall be added automatically to Subscriber’s SELECT Program coverage hereunder and the additional SELECT Program Fees will be included in Subscriber’s periodic invoices for SELECT Program services. 2. SELECT Support Services 2.01. Bentley may provide SELECT support services to Subscriber either directly or, at its discretion, through authorized Bentley Channel Partners. A Channel Partner’s authorization may be limited to a particular Site or Sites. Subscriber acknowledges that Channel Partners are independent contractors of Bentley, and that there is no employer/employee relationship between Bentley and its Channel Partners. 2.02. Bentley shall provide Technical Support services to Subscriber, which includes telephone, facsimile, electronic mail, and Internet based support to assist Subscribers regarding the use of Bentley Products, Passports and services (however, not to include professional services, managed services or professional training services) and reasonable efforts to respond to technical inquiries within four hours during regular business hours. The telephone portion of Technical Support services will be available seven days a week, 24 hours per day, provided that after normal business hours at a Subscriber’s regional support location, Subscriber may be required to contact another Bentley support center. 2.03. Bentley shall have no obligation to provide a response or other service hereunder if Subscriber’s technical inquiry is caused by: (a) incorporation or attachment of a feature, program, or device to a Product not approved or supplied by Bentley; (b) any nonconformance caused by accident, transportation, neglect, misuse, alteration, modification, or enhancement of a Product; (c) failure to provide a suitable installation environment; (d) use of the Product other than as described in its Documentation or as authorized under this Agreement; or (e) failure to incorporate any Update previously released by Bentley. Bentley shall offer SELECT support services for a given version of a Product, for at least twelve months, or until two Upgrades have been released by Bentley, whichever occurs first. 2.04. If Subscriber experiences a production-stopping anomaly, Bentley will use good faith efforts to create an appropriate solution and deliver it electronically, or through such other means as Bentley may choose in its sole discretion. 3. Upgrades, Updates, and Platform Exchanges 3.01. Subscriber shall have the right to receive, at no additional charge (other than shipping and handling, if applicable), Upgrades and Updates for each Product covered by the SELECT Program as such Upgrades and Updates become available. Subscriber shall also have the right to exchange, at no additional charge (other than shipping and handling, if applicable), a license for a Product (other than a Subscription License) covered by the SELECT Program on one platform for an equivalent license for such Product on another platform (a “Platform Exchange”). 3.02. Such Upgrade, Update, or Platform Exchange may be in downloadable electronic form, or any other means as Bentley may choose from time to time in its sole discretion. In order for Subscriber to be eligible to receive Upgrades, Updates, or Platform Exchanges, Bentley may require that Subscriber first return the Product (or component thereof, such as hardware lock or CD-ROM) subject to the Upgrade, Update, or Platform Exchange directly to Bentley. 3.03. If Subscriber receives an Upgrade and uses such Upgrade then Subscriber’s aggregate use of the Upgrade and the original Product subject to such Upgrade may not exceed the number of licenses purchased for such Product. If Subscriber receives a Platform Exchange then Subscriber must immediately cease using the original Product subject to such Platform Exchange. 4. Online SELECT. 4.01. Bentley may, from time to time, offer Subscriber services, including, but not limited to, certain software fulfillment, support, social media, and training services, to its SELECT subscribers via the internet, or through technology developed in the future (collectively “Online SELECT”). Subscriber may only use an Online SELECT service in accordance with and subject to this Agreement, and any terms of use for the applicable Online SELECT service, which terms supplement this Agreement. In the event of a conflict with any Online SELECT service terms of use, the terms of this Agreement shall control. 4.02. Bentley shall have the sole right to control the format, content, delivery and all other aspects of Online SELECT. Bentley specifically reserves the right at any time to modify the information provided through Online SELECT, discontinue any portion of Online SELECT, or terminate any Online SELECT service altogether without providing Subscriber any prior notice. 5. Product Licensing 5.01. General. (a) Existing Licenses. Bentley and Subscriber agree that the terms of this Agreement shall amend and supplement all license agreements existing as of the Effective Date for Products (including prior versions thereof). In the event of a conflict between the terms of any license agreements existing as of the Effective Date for Products and the terms of this Agreement, the terms of this Agreement shall control until termination of this Agreement, whereupon, with respect to any perpetually licensed Products, the terms of the license agreement provided with the Product upon its delivery to Subscriber shall govern Subscriber’s use of any such Product. (b) Future Licenses. In the event that Subscriber licenses a copy of a Product, Subscriber’s use of such Product shall be governed by the terms of the license agreement provided with the Product upon its delivery to Subscriber, as amended or supplemented by the terms of this Agreement in effect at the time of such licensing. Subscriber hereby agrees that its downloading or use of any Products delivered to it shall constitute Subscriber’s acceptance of the license agreement terms provided with the Product upon its delivery to Subscriber. In the event of a conflict between the terms of the license agreement provided with a Product upon its delivery to Subscriber and the terms of this Agreement in effect at the time such Product is purchased, the terms of this Agreement in effect at the time such Product is purchased shall control for the term of this Agreement. However, with respect to any perpetually licensed Product, upon any termination of this Agreement the terms and conditions of the license agreement provided with the Product upon its delivery to Subscriber shall govern Subscriber’s use of the Product. EXHIBIT 2 SERIAL 14079-CI BENTLEY SELECT PROGRAM AGREEMENT SELECT Program Benefits Exhibit A (c) No Transfers. Subject to Section 8.01 of Exhibit B, Subscriber shall not sell, transfer, assign, grant a security interest in, sublicense, loan, lease or rent any of its rights under its licenses to use Bentley Products without the prior written consent of Bentley. If consent is given by Bentley, Subscriber may permanently transfer a license to another end user, provided all software and related documentation and media covered by such license are transferred to the transferee end user and the Subscriber does not retain any copies thereof, and provided further that the transferee end 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 agreement then in effect for such Product. 5.02. Licensing Programs. Unless otherwise specifically set forth herein, Bentley Products are licensed on a per Device basis as set forth in the applicable end user license that ships with the Bentley Product. The following licensing programs are not available for all Products; please check Online SELECT to see which Products are Eligible Products for the respective licensing programs. Bentley reserves the right to add or remove any Product from eligibility for licensing under the following programs. Bentley reserves the right to discontinue any of its licensing programs at any time, without notice to Subscriber. However, until renewal or termination of this Agreement, such termination of any licensing program shall not affect the licenses for Products previously granted pursuant to such terminated licensing program. For purposes of clarity, all licenses previously granted pursuant to a terminated licensing program shall terminate upon the renewal or termination of this Agreement. (a) Pooled Licensing. Bentley hereby grants to Subscriber a limited non-transferable non-exclusive right to use Eligible Products for Production Use only on multi-user computer networks, and to install a licensed Product on more than one computer or hard disk. Subscriber shall allow the management and monitoring of pooled licensing usage by SELECTservices. Subscriber acknowledges that the continuing operation of Bentley Products under pooled licensing is predicated upon Usage Data communications between Bentley Products and SELECTservices. Subscriber hereby agrees not to interfere with the transmission to Bentley of accurate Usage Data by installed Products. In the alternative, upon Bentley’s consent, Subscriber may install and implement Bentley’s SELECTserver or such other Bentley licensing technology as may be required by Bentley from time to time to monitor usage. Subscriber agrees and acknowledges that, in such instance, Bentley’s SELECTserver will from time to time transmit to Bentley the Usage Data files generated by SELECTserver or such other Bentley licensing technology. Subscriber agrees to allow the above transmission to Bentley. Bentley shall establish time intervals and measure the number of unique Devices on which Subscriber Uses each Product per Site per interval (“Pooled Usage”). The interval over which Pooled Usage is measured is subject to change and may vary per Eligible Product, as well as other criteria. Further information on 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 Pooled Usage in each interval at each Site up to the number of copies of such Product for which Subscriber has licenses at such Site. For purposes of clarity, the right to pool licenses of Products granted to Subscriber pursuant to this Section 5.02(a) of Exhibit A shall terminate in the event of any termination or non-renewal of this Agreement, notwithstanding that the subject Products may be licensed on a perpetual basis. (b) Quarterly Term Licenses. If, during a calendar quarter, the number of unique Devices at a Subscriber Site that utilize a Product in any interval exceeds the number of copies of such Product for which Subscriber has licenses at the Site (“Excess Use”), Bentley may grant Subscriber retroactive licenses to cover Excess Use (“Quarterly Term Licenses”) and invoice Subscriber fees per Site and per licensed Product for the peak amount of such Excess Use (“Quarterly Term License Fees”), where such Quarterly Term Licenses shall be effective upon Subscriber’s payment of the Quarterly Term License Fees only. Quarterly Term License Fees shall be those in effect as of the start of the calendar quarter to which they apply, as calculated and published by Bentley via Online SELECT. In the event Subscriber fails to pay Quarterly Term License Fees, Bentley may, in addition to exercising any rights provided in Section 7.02 of Exhibit B of this Agreement, i) take technical measures aimed at restricting Subscriber’s capacity to engage in Excess Use and/or ii) discontinue Subscriber’s grant of the right to pooled licensing pursuant to Section 5.02(a) of Exhibit A of this Agreement. (c) SELECT Open Access. Subscriber may, upon Bentley’s approval, be allowed to participate in Bentley’s SELECT Open Access program (“SELECT Open Access”). The Use of Products under SELECT Open Access requires SELECTservices and is otherwise subject to the monitoring and measuring applicable to pooled licensing as provided in Section 5.02(a) of Exhibit A. SELECT Open Access benefits include (i) a non-exclusive, limited, revocable, non-transferable, non-assignable license to install and use for Production Use only any Eligible Products, even those for which Subscriber has not otherwise licensed any copies of such Eligible Product and (ii) User access to on- demand and virtual classroom training, as made available by Bentley under the Bentley LEARN Program, corresponding per Product to the amount of Subscriber’s SELECT Open Access Use (as defined below). Bentley shall, at the end of each calendar quarter, invoice Subscriber Quarterly Term License Fees for the peak amount of Subscriber’s Pooled Usage during the quarter on a per Site per Product basis, including Excess Use of separately licensed Products (“SELECT Open Access Use”). Quarterly Term License Fees for SELECT Open Access Use shall be those in effect as of the start of the calendar quarter to which they apply, as calculated and published by Bentley via Online SELECT. By participating in SELECT Open Access, Subscriber hereby agrees to pay Quarterly Term License Fees for all Use of Products hereby granted, such amount, in respect of any separately licensed Products, being limited to Excess Use only. (d) Portfolio Balancing. (1) At least thirty (30) days prior to each anniversary of any renewal of the term of this Agreement pursuant to Section 7.01 of Exhibit B, Subscriber may, upon Bentley’s approval and under the terms set forth herein, request Portfolio Balancing (“Portfolio Balancing”). Portfolio Balancing allows Subscriber to exchange Eligible Product licenses Subscriber has purchased from Bentley for use on a perpetual basis (“Perpetual Licenses”) for licenses for other Eligible Products in substitution for a Perpetual License (“Exchanged Portfolio Licenses”) for use at the Site of the Perpetual Licenses under the terms of Section 6.01 of Exhibit A. EXHIBIT 2 SERIAL 14079-CI BENTLEY SELECT PROGRAM AGREEMENT SELECT Program Benefits Exhibit A (2) Subscriber may exchange Perpetual Licenses for Exchanged Portfolio Licenses having a total aggregate value based on the list price in effect as published by Bentley in the Country of use for perpetual license of a Product (“Current License Price”) that is equal to or less than the total aggregate value based on the Current License Prices for the Perpetual Licenses. Upon exchange, license rights granted by Bentley to Subscriber in respect of the Perpetual Licenses shall cease, and license rights in respect of the Exchanged Portfolio Licenses shall commence for an initial term of twelve (12) months, with by-default automatic requests for renewals of like terms to follow, unless Subscriber notifies Bentley of its election not to request a renewal term. Notwithstanding the above, upon termination of this Agreement or the Portfolio Balancing licensing program any Exchanged Portfolio License granted to Subscriber shall terminate and Subscriber’s right to use Perpetual Licenses shall be reinstated. To be eligible to participate, Subscriber must be current on all outstanding invoices for amounts owed to Bentley. (e) No-Charge Licenses. Subscriber is hereby entitled on a non- exclusive basis, without payment of license fees but otherwise subject to the terms of this Agreement, to create Production Use copies, for use only by Subscriber, of certain Eligible Products made available by Bentley from time to time and which are designated by Bentley as no-charge software. Subscriber is entitled to redistribute such Products, which are designated by Bentley as available for such redistribution, in machine readable form to third parties to which Subscriber distributes its Bentley Products files; provided that Subscriber procures each such third party’s agreement not to further redistribute such Products. Unless Bentley specifically authorizes otherwise in writing, such free licenses granted or redistributed hereunder will expire upon termination of this Agreement. (f) Home Use Licenses. Unless Subscriber notifies Bentley in writing that Subscriber’s employees shall not be entitled to obtain home use editions of a Product, Bentley will distribute upon an employee’s request made through Subscriber’s site administrator, and permit Subscriber’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 terms set forth in the license agreement provided with such home use edition of a Product, as amended and supplemented by this Agreement. Restrictions on home use licenses include the following: home use licenses are not permitted to be used for Production Use or any commercial use, including training; home use licenses are not for use in Subscriber’s offices; home use licenses may not be stored on any electronic media; home use licenses must be permitted in Subscriber’s jurisdiction. The total number of home use editions available to Subscriber’s employees may not exceed the number of Subscriber’s Product licenses to which the home use editions relate. Home use editions of Products are ineligible for Technical Support even if Subscriber has purchased SELECT Program services. Subscriber shall not be responsible for ensuring compliance by its employees with the Bentley home use license, nor shall Subscriber be liable for any breaches of such license by its employees. Such home use licenses granted 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 (1) 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 after thirty (30) days. Upon the earlier of the conclusion of such (30) day evaluation period or the termination of this Agreement, Subscriber shall destroy all copies of Products created for evaluation hereunder and, upon request by Bentley, certify such destruction in writing. (h) Documentation. Bentley may, in association with Products, Passports or Cloud Offerings, make certain Documentation available to Subscriber. Documentation is Bentley Proprietary Information. Bentley hereby grants to Subscriber a limited non- transferable non-exclusive license to use such Documentation in support of Production Use. 6. Subscriptions. Bentley makes available for purchase by Subscriber certain services and Product licenses for a specified term only. (“Subscription”, such term being the “Subscription Term”). Subscriber’s use of such Products and services under Subscription shall be governed by the terms of this Agreement, including, as applicable, Section 5.01 of Exhibit A. Subject to Section 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. 6.01. Subscription Licenses. (a) Subscriber may, upon Bentley’s approval, purchase Subscriptions to license Eligible Products in advance of Use (a “Subscription License”). A Subscription License entitles Subscriber to license rights in a Product for Production Use, in Object Code form and within a Country. To be eligible to participate, Subscriber must be current on all outstanding invoices for amounts owed to Bentley. Some Subscription Licenses require participation in SELECT Open Access. (b) Subscriber recognizes that the Products licensed under a Subscription License are provided to Subscriber for use only for the applicable Subscription Term or any renewal term. In no event will a Subscription License continue beyond the expiration or earlier termination of the SELECT Agreement under which it is granted. Subscriber recognizes that Subscription Licenses may be delivered to Subscriber with embedded Time Clocks. Subscriber agrees that Time Clocks are not considered a defect of such Subscription Licenses and releases Bentley from any and all claims, however characterized, arising from or related to Time Clocks or their operation. Subscriber may not remove or evade Time Clocks. (c) In the event of any inconsistency between this Section 6.01 of Exhibit A and any other Section or Exhibit of this Agreement, or between this Section 6.01 of Exhibit A and the terms and conditions 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 Subscription Licenses. (d) If a Subscription is designated as automatically renewing by Bentley, the Subscription Term (and each successive term) shall automatically renew at its expiration for a successive term of equal length unless either party gives notice of its election not to renew the Subscription Term at least thirty (30) days prior to the expiration of the then current term. EXHIBIT 2 SERIAL 14079-CI BENTLEY SELECT PROGRAM AGREEMENT SELECT Program Benefits Exhibit A 6.02. Passports. (a) A Passport (“Passport”) is a Subscription granting rights and benefits to a specific named User. The Subscription Term for a Passport is the twelve month term described in Section 7.01 of Exhibit B of this Agreement. Subscriber may purchase incremental Passports and assign such Passports to Users at any time during the Subscription Term. Passports are non- transferrable and cannot be pooled or shared among Users. Passports shall automatically renew on the anniversary of the Effective Date, unless Subscriber evidences to Bentley, with at least thirty (30) days’ notice, that Subscriber has revoked the prior assignment of a Passport to a particular named User. (b) Subscriber shall allow the management and monitoring of Passport assignment and usage, and Server Product usage, through SELECTservices. Subscriber acknowledges that the continuing availability of Passports to Users may be predicated upon communications with SELECTservices. The total number of Passports counted as assigned by Subscriber during a Subscription Term shall comprise, in addition to any renewing Passports, the number of new Passports so purchased or assigned, including each unique new User recorded in Subscriber’s SELECTservices Usage Data files pursuant to this Section 6.02(c), during the Subscription Term. (c) Subscriber shall pay to Bentley Subscription Fees for each Passport purchased or assigned by Subscriber as of the start of the Subscription Term. Bentley may also invoice Subscription Fees for any additional Passports purchased or assigned by Subscriber during the Subscription Term. 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 and access information and collaborate on an unlimited number of projects, whether those projects are hosted i) on a Server Product deployed behind Subscriber’s firewall, ii) 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 Term of the Passport. A list of available Bentley Visas may be found on Online SELECT. 6.03. SELECTservices. Subject to the terms of this Agreement, Subscriber may, upon Bentley’s approval, and at no charge, be granted a Subscription to SELECTservices to monitor and manage Subscriber’s use of Bentley Products and Passports. In the alternative, upon Bentley’s approval, Subscriber may receive a Subscription License for Bentley’s SELECTserver Product (or such other server-based license management technology that Bentley may offer). The terms of Subscriber’s use of the SELECTserver Product shall be as set forth in the license agreement provided with the SELECTserver Product, as such terms are amended or supplemented in this Agreement. 7. SELECT Program Fees 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 Products licensed by Subscriber during the term of the Agreement, the fees in place as of the Effective Date, or, with respect to additional Products licensed, as of the date of such purchase, shall remain in effect for the Subscriber until the date of the next renewal of this Agreement, at which time the fees shall be changed to those charged by Bentley as of such renewal date, provided that no changes in fees for Products covered shall be effective until thirty (30) days after Subscriber receives notice of such changes. 7.02. Subscription Fees as set forth in Section 6 and Quarterly Term License Fees as set forth in Section 5.02(b) of this Exhibit A are inclusive of SELECT Program coverage and no additional fees for SELECT Program coverage shall apply for Passports utilized or Products licensed under a Subscription. Subscription Fees, including Subscription Fees for Passports, may be invoiced in conjunction with Subscriber’s SELECT Program Fees. 7.03. Bentley shall initially invoice Subscriber for one (1) year of SELECT Program Fees for all Product licenses as of the Effective Date of this Agreement. Bentley shall provide Subscriber with a pro-rated annual invoice for all Product licenses purchased during the first year following the Effective Date of this Agreement. As of the first anniversary of the Effective Date of this Agreement, invoices for SELECT Program Fees for Product licenses shall be issued quarterly or annually. Invoices reflecting new Product licenses will include a prorated amount reflecting coverage of the Product under the SELECT Program during the preceding invoice period plus the full amount for the current invoice period. Bentley may modify the timing of invoicing hereunder at any time. EXHIBIT 2 SERIAL 14079-CI BENTLEY SELECT PROGRAM AGREEMENT General Terms and Conditions Exhibit B 1. Definitions. The capitalized words, terms and phrases in this Agreement shall have the meanings set forth below: 1.01. “Agreement” means the SELECT Program Agreement executed by Bentley and the Subscriber and all exhibits, attachments and amendments as in effect from time to time. 1.02. “Bentley Products” or “Products” mean the software products, data and other materials, previously or hereafter (including software products, data and other materials acquired by Bentley during the term of this Agreement) distributed by Bentley through delivery mechanisms determined in Bentley’s sole discretion (including but not limited to distribution via Online SELECT through download or by ordering through CD format) that Bentley makes available to Subscriber typically in Object Code form only, for licensing hereunder, including Updates and Upgrades thereto. 1.03. “Channel Partner” or “Bentley Channel Partner” means individuals and companies who are authorized by Bentley to provide SELECT support services as set forth in Exhibit A, Section 2. 1.04. “Country” means the country: (i) where the Product is first obtained from Bentley or a Channel Partner; or (ii) specified in the purchase order for which a Production Use copy of the Product may be made or the Product is authorized to be used. 1.05. “Device” means a single personal computer, workstation, terminal, hand held computer, pager, telephone, personal digital assistant, server, or other electronic device. 1.06. “Distribute” means distribution by Bentley through all means now known or hereinafter developed. 1.07. “Documentation” means descriptive, interactive or technical information resources pertaining to Products, Passports, or Cloud Offerings.. 1.08. “Effective Date” means the date that this Agreement is accepted by Bentley as indicated on the first page of this Agreement. 1.09. “Eligible Product” means a Bentley Product eligible under a licensing program or Subscription, as designated by Bentley and published on Online SELECT, absent of which a Product is ineligible for any such program or Subscription. 1.10. “Evaluation Use” means the use of a Bentley Product solely for internal evaluation of such Product. Evaluation Use expressly excludes use in connection with ongoing projects, use for compensation of any kind, and Production Use. 1.11. “External User” means any User (not an organization) who is not: (i) one of Subscriber’s full-time, part-time, or temporary employees; or (ii) agency temporary personnel or an independent contractor on assignment at Subscriber’s place of business or work-site. 1.12. “Object Code” means the Products in a machine readable form that is not convenient to human understanding of the program logic, and that can be executed by a computer using the appropriate operating system without compilation or interpretation. Object Code specifically excludes source code. 1.13. “Online SELECT” shall be defined as set forth in Exhibit A, Section 4.01 herein. 1.14. “Order” shall be defined as set forth in Exhibit C, Section 1.01 herein. 1.15. “Passport” shall be defined as set forth in Exhibit A, Section 6.02(a) herein. 1.16. “Platform Exchange” shall be defined as set forth in Exhibit A, Section 3.01 herein. 1.17. “Pre-Existing Works” shall be defined as set forth in Exhibit C, Section 1.08 herein. 1.18. “Production Use” means use of a Bentley Product in Object Code form by a User or Device, as applicable, solely for Subscriber’s internal production purposes, and excludes External Users (except with respect to use of Passports and access of Server Products pursuant to Exhibit A, Section 6.02 herein). 1.19. “Proprietary Information” shall be defined as set forth in Exhibit B, Section 3.06(a) herein. 1.20. “SELECT Program Fee” means the fee for SELECT Program services as published from time to time in Bentley’s sole discretion. 1.21. “SELECTserver” means Bentley’s server-based licensing technology. 1.22. “SELECTservices” means Bentley’s cloud-based licensing service. 1.23. “Serial Number” means a unique number issued by Bentley for identification of a particular copy of a Product, which number shall be registered to Subscriber and assigned by Subscriber to a particular copy of such Product. 1.24. Server Product” means a Product that resides on a server and provides functionality that Users access by connecting to the server using client applications or mobile apps. 1.25. “Site” means one or more discrete geographic locations at which Subscriber Uses or manages the operation of Products within the geographic boundaries of a single Country. 1.26. “Subscriber” shall be defined as set forth on the front page of this Agreement, and with respect to Use of Products the term “Subscriber” shall refer to: (i) one of Subscriber’s full-time, part- time, or temporary employees; or (ii) agency temporary personnel or an independent contractor engaged in Production Use and working under Subscriber’s direct supervision and control. 1.27. “Subscription Fee” means the fee for a Subscription as published from time to time in Bentley’s sole discretion. 1.28. “Subscription License” shall be defined as set forth in Exhibit A, Section 6.01(a) herein. 1.29. “Subscription Term” shall be defined as set forth in Exhibit A, Section 6 herein. 1.30. “Technical Support” means telephone, facsimile, Internet and electronic mail based support to assist a subscriber to the SELECT Program as described in Exhibit A, Section 2.02 of this Agreement. 1.31. “Time Clocks” means copy-protection mechanisms, or other security devices which may deactivate Products or Passports, including Bentley’s SELECTserver, after termination or expiration of the Agreement, any applicable Subscription Term or any applicable renewal term. 1.32. “Update” means a maintenance release of a Product. 1.33. “Upgrade” means a commercial release of a Product which has substantial added functionality over the Product it is intended to replace. 1.34. “Usage Data” means such data or information as Bentley may collect relating to Subscriber’s installation, access or use of Products, Product features and functionality, Cloud Offerings (as defined in Exhibit F, Section 1(d)), Passports, Online SELECT and other Bentley services. EXHIBIT 2 SERIAL 14079-CI BENTLEY SELECT PROGRAM AGREEMENT General Terms and Conditions Exhibit B 1.35. “Use” (whether or not capitalized) means utilization of the Product or Passport by an individual. 1.36. “User” means an individual person. 1.37. “Work” shall be defined as set forth in Exhibit C, Section 1.01 herein. 1.38. “Work Product” shall be defined as set forth in Exhibit C, Section 1.01 herein. 2. Payment of Bentley Invoices. 2.01. Intentionally deleted. 2.02. Intentionally deleted. 2.03. Local Price and Currency. Calculation and payment of the SELECT Program Fee or any separate price for all Passports, Products and services hereunder shall be based on the local price and local currency of the Subscriber’s Site where such Passport, Product or service is used. 2.04. Records; Audit. Subscriber shall maintain complete and accurate records of Product licenses acquired prior to the date of this Agreement and its creation and use of Passports and Products hereunder to permit Bentley to determine whether Subscriber has complied with its obligations hereunder. These records shall include the location and identification of the Subscriber hardware on which Subscriber uses each copy of the Products and identify the Users to whom Subscriber has assigned the Passports. If Bentley suspects Usage Data is incomplete, inaccurate or indicative of non-compliance with Subscriber’s granted rights, Bentley may request, and Subscriber shall, upon ten (10) working days advance written notice by Bentley, permit, reasonable inspection and copying of such records by Bentley or a third-party auditor retained by Bentley. 3. Intellectual Property Rights 3.01. Title; Reservation of Rights. Subscriber acknowledges and agrees that: (a) The Products, including the Documentation for each Product, and any information which Subscriber obtains through the SELECT Program or the use of Online SELECT or any other means of electronic transmission, contain proprietary information of Bentley, its licensors or other suppliers, and are protected under United States copyright laws, other applicable copyright laws, other laws relating to the protection of intellectual property, and international treaty provisions; (b) The entire right, title and interest in and to the Products, the Documentation, any information Subscriber obtains through the SELECT Program or the use of Online SELECT or any other means of electronic transmission, and all associated intellectual property rights, shall remain with Bentley or its licensors; (c) The Products are licensed, not sold, and title to each copy of the Products shall remain with Bentley or its licensors, and shall not pass to Subscriber; and (d) Bentley retains all rights not expressly granted. 3.02. Source Code. Subscriber shall have no right hereunder to receive, review, use or otherwise have access to the source code for the Products. 3.03. Copyright Notices. Subscriber shall reproduce and include on all copies of the Products created by Subscriber all copyright notices and proprietary legends of Bentley or its licensors as they appear in or on the original media containing the Products supplied by Bentley. 3.04. Usage Data. Subscriber agrees and acknowledges that Bentley will from time to time collect Usage Data and that all Usage Data shall be owned by Bentley and deemed Bentley Proprietary Information. Subscriber agrees not to alter or interfere with the collection by Bentley of accurate Usage Data. 3.05. Reverse Engineering. Subscriber may not decode, reverse engineer, reverse assemble, reverse compile, or otherwise translate the Products or Documentation except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. To the extent that Subscriber is expressly permitted by law to undertake any of the activities listed in the previous sentence, Subscriber will not exercise those rights until it has provided Bentley with thirty (30) days prior written notice of its intent to exercise such rights. 3.06. Proprietary Information. (a) Subscriber understands and agrees that Bentley may, in connection with the provision of Passports, Products and services hereunder, disclose to Subscriber confidential, proprietary and technical information pertaining to Bentley Products and to Bentley’s technology and business practices (collectively “Proprietary Information”). Subscriber agrees to treat all Proprietary Information in accordance with this Section 3.06 of Exhibit B. (b) Subscriber shall maintain the confidentiality of all Proprietary Information. Subscriber shall not reproduce or copy Proprietary Information except as permitted in this Agreement or as may be expressly authorized in writing in advance by Bentley. All such copies shall be marked by Subscriber as proprietary and confidential information. (c) Subscriber shall only use Proprietary Information in furtherance of this Agreement, and may disclose Proprietary Information only to those employees required to have knowledge of same to perform their duties pursuant to this Agreement. Subscriber shall not disclose or make Proprietary Information available to any third party at any time. (d) Subscriber shall treat Proprietary Information with the same degree of care as it uses to protect its own confidential information, and in no case less than a reasonable degree of care. (e) Upon the termination or non-renewal of this Agreement, Subscriber shall return to Bentley or, if so requested, destroy all Proprietary Information in its possession. (f) Subscriber shall have no obligation of confidentiality with respect to any Proprietary Information that (i) has entered the public domain other than through a breach of this Agreement, (ii) has been rightfully obtained by Subscriber from a third party with no obligation of confidentiality, or (iii) is previously known by Subscriber as demonstrated by clear and convincing evidence. (g) Subscriber shall promptly inform Bentley upon knowledge of any actual or potential unauthorized use or disclosure of the Proprietary Information. 3.07. No Benchmarks. Subscriber may not disclose the results of any Product testing, including but not limited to benchmarks, to any third party without first obtaining Bentley’s written consent to do so. 4. Limited Warranty; Limitation of Remedies and Liability 4.01. Limited Warranty to Subscriber. Except for Products licensed under Section 5.02(e), Section 5.02(f) or Section 5.02(g) of Exhibit A hereof, which are provided to Subscriber “AS-IS” and without warranty of any kind, Bentley hereby warrants for the benefit only of EXHIBIT 2 SERIAL 14079-CI BENTLEY SELECT PROGRAM AGREEMENT General Terms and Conditions Exhibit B Subscriber that (a) for a period of ninety (90) days (“Warranty Period”) from the date of delivery to Subscriber of a Serial Number or Product, as the case may be, the Product shall, under normal use, operate in substantial conformance with the functional specifications set forth in the Documentation applicable to such Product, and (b) for a period of ninety (90) days from the date of delivery, other products and materials furnished by Bentley to Subscriber shall, under normal use, operate in substantial conformance with the Bentley documentation applicable to such products and materials. If any modifications, enhancements or changes are made by Subscriber or at Subscriber’s direction to the Products; if the Products are reverse- engineered, decompiled or disassembled; or if Subscriber breaches the terms of this Agreement, then the warranties in this section shall be immediately terminated. This limited warranty gives Subscriber specific legal rights, Subscriber may have other rights which may vary from state/jurisdiction to state/jurisdiction. 4.02. Exclusion of Warranties. THE WARRANTIES STATED IN SECTION 4.01 ARE BENTLEY’S SOLE AND EXCLUSIVE WARRANTIES PERTAINING TO THE PRODUCTS, SELECT SUPPORT SERVICES AND OTHER MATERIALS AND SERVICES LICENSED, DELIVERED OR OTHERWISE FURNISHED BY BENTLEY UNDER THIS AGREEMENT. BENTLEY DOES NOT WARRANT THAT THE PRODUCTS, SELECT SUPPORT SERVICES, OR ANY OTHER SERVICE OR MATERIALS WILL MEET SUBSCRIBER’S REQUIREMENTS, BE FREE FROM VIRUSES OR OPERATE UNINTERRUPTED OR ERROR FREE. BENTLEY HEREBY DISCLAIMS ALL OTHER WARRANTIES EITHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES AGAINST NON-INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. THESE EXCLUSIONS MAY NOT APPLY TO SUBSCRIBER AS SOME STATES/JURISDICTION DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. 4.03. Exclusive Remedy. The entire liability of Bentley and the sole and exclusive remedy of Subscriber for claims under Section 4.01 of this Exhibit B shall be, in Bentley’s sole and absolute discretion, (i) to repair or replace a Product or other materials in breach of the foregoing warranties, (ii) to advise Subscriber how to achieve the same functionality with the Product as described in the Documentation through a procedure different from that set forth in the Documentation, or (iii) to return the purchase price or fees paid therefore, where written notice of such breach, specifying the defect, is furnished to Bentley during the Warranty Period. Repaired, corrected, or replaced Products and Documentation shall be covered by this limited warranty for ninety (90) days after the date: (a) of shipment to Subscriber of the repaired or replaced Products and Documentation, or (b) Bentley advised Subscriber how to operate the Products so as to achieve the functionality described in the Documentation. 4.04. Exclusion of Damages. IN NO EVENT SHALL BENTLEY OR ITS LICENSORS AND SUPPLIERS BE LIABLE TO SUBSCRIBER FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING WITHOUT LIMITATION LOST PROFITS, COSTS OF DELAY, INTERRUPTION OF BUSINESS, LOSS OF USE, INABILITY TO ACCESS ONLINE SERVICES, ANY FAILURE OF DELIVERY, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF BENTLEY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIMS. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO SUBSCRIBER. 4.05. Disclaimer. Subscriber acknowledges that the Products are not fault- tolerant and have not been designed, manufactured or intended for use and will not be used in the development of weapons of mass destruction, as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Products could lead directly to death, personal injury, or severe physical or environmental damage. Subscriber further acknowledges that the Products are not substitutes for Subscriber’s professional judgment, and accordingly, neither Bentley nor its licensors or suppliers are responsible for Subscriber’s use of the Products or the results obtained from such use. The Products are intended only to assist Subscriber in its business, and are not meant to be substitutes for Subscriber’s independent testing and verification of stress, safety, utility or other design parameters. 4.06. Limitation of Bentley Liability. IN THE EVENT THAT, NOTWITHSTANDING SECTIONS 4.01, 4.02, 4.03, 4.04 AND 4.05 OF THIS EXHIBIT B, BENTLEY IS FOUND LIABLE FOR DAMAGES BASED ON ANY BREACH, DEFECT, DEFICIENCY OR NON-CONFORMITY IN A PRODUCT, IN SELECT SUPPORT SERVICES, OR IN ANY OTHER SERVICE OR MATERIALS,WHETHER IN CONTRACT, TORT OR OTHERWISE, AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE BY LAW, BENTLEY’S CUMULATIVE LIABILITY HEREUNDER SHALL NOT EXCEED THE PRICE PAID BY SUBSCRIBER FOR (i) SUCH PRODUCT, (ii) A ONE-YEAR SUBSCRIPTION TO THE SELECT PROGRAM, OR (iii) SUCH OTHER DEFECTIVE SERVICE OR MATERIALS, AS THE CASE MAY BE. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN BENTLEY AND SUBSCRIBER. BENTLEY’S PRICING REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATION OF LIABILITY SPECIFIED HEREIN. 4.07. Indemnification by Bentley. (a) Bentley shall pay any damages finally awarded against Subscriber based on a claim against Subscriber that a Product which is developed and owned by Bentley infringes a third party’s copyright under the laws of a Berne Convention signatory country, or results in a misappropriation of a third party’s trade secret, in the Country where Subscriber has been authorized to place the Product subject to such claim into Production Use, if Subscriber provides to Bentley: (a) prompt written notice of any such claim, (b) all available information and assistance, and (c) the opportunity to exercise sole control of the defense and settlement of any such claim. (b) Bentley shall also have the right, at its expense, either to procure the right for Subscriber to continue to use the Product or to replace or modify such Product so that it becomes non- infringing. If neither of the foregoing alternatives is available on terms that Bentley, in its sole discretion, deems desirable, Subscriber shall, upon written request from Bentley, return to Bentley the allegedly infringing Product, in which event Bentley shall refund to Subscriber the price paid by Subscriber for each copy of such returned Product, less twenty percent (20%) for each elapsed year since the commencement of the license for such copy. In no event shall Bentley’s liability under this sub- section (b) to Subscriber exceed the license fees paid by Subscriber for the allegedly infringing Product. (c) Bentley shall have no liability and this indemnity shall not apply if the alleged infringement is contained in a Product which is not developed or owned by Bentley or is due to modification of the Product by Subscriber or the combination, operation or use of a Product with other software that does not originate from Bentley or if Subscriber is in breach of this Agreement. Bentley shall also have no liability, and this indemnity shall not apply, EXHIBIT 2 SERIAL 14079-CI BENTLEY SELECT PROGRAM AGREEMENT General Terms and Conditions Exhibit B for the portion of any claim of infringement based on use of a superseded or altered release of a Product if the infringement would have been avoided by the use of a current, unaltered release of the Product. This Section 4.07 sets forth Subscriber’s sole remedy for intellectual property infringement. 5. Export Controls. The Products have been manufactured or developed in the United States of America and accordingly may be subject to U.S. export control laws, regulations and requirements. Regardless of any disclosure made by Subscriber to Bentley of an ultimate destination of the Products, Subscriber must not export or transfer, whether directly or indirectly, the Products, or any portion thereof, or any system containing such Products or portion thereof, to anyone outside the United States (including further export if Subscriber took delivery of the Products outside the United States) without first complying strictly and fully with all export controls that may be imposed on the Products by the United States Government or any country or organization of nations within whose jurisdiction Subscriber uses the Products. The countries subject to restriction by action of the United States Government are subject to change, and it is Subscriber’s responsibility to comply with the United States Government requirements as they may be amended from time to time. Subscriber shall indemnify, defend and hold Bentley harmless for any breach of its obligations pursuant to this Section. 6. U.S. Government Restricted Rights. If the Products are acquired for or on behalf of the United States of America, its agencies and/or instrumentalities (“U.S. Government”), it is provided with restricted rights. The Products and accompanying documentation are “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to 48 C.F.R. 12.212 and 227.7202, and “restricted computer software” pursuant to 48 C.F.R. 52.227-19(a), as applicable. Use, modification, reproduction, release, performance, display or disclosure of the Products and accompanying documentation by the U.S. Government 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 applicable. 7. Term; Termination 7.01. Intentionally deleted. 7.02. Intentionally deleted. 7.03. Insolvency. If, under applicable insolvency laws, Subscriber becomes unable to pay its debts or becomes insolvent or bankrupt or makes arrangements with its creditors, or otherwise goes into liquidation, administration or receivership, then Bentley shall have the right to terminate this Agreement immediately by written notice. 7.04. Consequences of Termination. Upon the termination of this Agreement for 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 Termination. 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 reinstatement fee, in an amount to be determined in Bentley’s sole discretion, such amount not to exceed the amount of all fees that would have accrued and been payable, excluding discounts, for the period between the date of termination and the date of reinstatement. 8. Miscellaneous. 8.01. Intentionally deleted. 8.02. Intentionally deleted. 8.03. Intentionally deleted. 8.04. Intentionally deleted. 8.05. Force Majeure. Bentley shall not be liable for failure to fulfill the terms of this Agreement due to fire, strike, war, government regulations, acts of God, labor disturbances, acts of terrorism or other causes which are unavoidable and beyond its control. 8.06. Waiver. The failure of either party to insist upon any of its rights under this Agreement upon one or more occasions, or to exercise any of its rights, shall not be deemed a waiver of such rights on any subsequent occasions. 8.07. Survival. The covenants contained in this Agreement which, by their terms, require or contemplate performance by the parties after the expiration or termination of the Agreement (including, but not limited to, Sections 5.01(a), (b), (c) and (d) and 7.01 of Exhibit A, Sections 1, 2, 3, 4, 5, 6, 7.04, 7.05 and 8 of Exhibit B, and Sections 1.06, 1.07, 1.08, 1.09, 1.10, 1.11, 1.12, 1.14, 1.16 and 1.17 of Exhibit C) shall be enforceable notwithstanding said expiration or termination. 8.08. Intentionally deleted. 8.09. Intentionally deleted. 8.10. Intentionally deleted. 8.11. Independent Contractor. Bentley’s relationship with Subscriber for all purposes hereunder shall be that of an independent contractor and nothing herein shall be construed as creating, at any time, an employer and employee relationship between the parties. 8.12. Change of Ownership. Subscriber shall provide Bentley with sixty (60) days advance written notice of any changes in its ownership or location. 8.13. Headings. The headings in this Agreement are intended solely for convenience of reference and shall not affect the meaning or interpretation of this Agreement. EXHIBIT 2 SERIAL 14079-CI BENTLEY SELECT PROGRAM AGREEMENT Professional Services Exhibit C 1. Professional Services. 1.01. Subscriber may request professional services from time to time and Bentley may agree to perform such services pursuant to this Agreement. The description of professional services requested by Subscriber and which Bentley agrees to perform shall be set forth in one or more written descriptions labeled “SELECT Professional Services” and signed by Subscriber and Bentley (each an “Order”). Bentley shall have the right to accept or decline any proposed Order. Each Order shall set forth, at a minimum, the work to be done, the number of Bentley’s personnel to be assigned to Subscriber’s work, the duration of each individual’s assignment, and the fees for the work. The services and other provisions described on the Order(s) are referred to collectively as the “Work” while the results of the Work, if any, are referred to as the “Work Product”. 1.02. Method of Performance. Bentley, in conjunction with its personnel, will determine the method, details, and means of performing the work to be carried out for Subscriber, including the use of sub-contractors if deemed necessary. Subscriber shall have no right to, and shall not, control the manner or determine the method of accomplishing such work. Subscriber may, however, require Bentley’s personnel to observe at all times the security and safety policies of Subscriber. In addition, Subscriber shall be entitled to exercise a broad general power of supervision and control over the results of work performed by Bentley to ensure satisfactory performance. This power of supervision shall include the right to inspect, stop work, make suggestions or recommendations as to the details of the work, and request modifications to the scope of an Order. 1.03. Scheduling. Bentley will try to accommodate work schedule requests of Subscriber to the extent possible. Should any personnel of Bentley be unable to perform scheduled services because of illness, resignation, or other causes beyond Bentley’s reasonable control, Bentley will attempt to replace such personnel within a reasonable time, but Bentley shall not be liable for failure if it is unable to do so, giving due regard to its other commitments and priorities. 1.04. Reporting. Subscriber will advise Bentley of the individuals to whom Bentley’s manager will report progress on day-to-day work. Subscriber and Bentley shall develop appropriate administrative procedures for performance of work at Subscriber’s site, if necessary. Subscriber shall periodically prepare an evaluation of the work performed by Bentley for submission to Bentley upon Bentley’s request. 1.05. Place of Work. Certain projects or tasks may require Bentley’s personnel to perform work for Subscriber at Subscriber’s premises. In the event that such projects or tasks are required to be performed at Subscriber’s premises, Subscriber agrees to provide working space and facilities, and any other services and materials Bentley or its personnel may reasonably request in order to perform their work. Subscriber recognizes that there may be a need to train Bentley’s personnel in the unique procedures used at Subscriber’s location. When Subscriber determines that such training is necessary, Subscriber shall, unless otherwise agreed in writing, pay Bentley for its personnel’s training time. 1.06. Non-Exclusive. Bentley shall retain the right to perform work for others during the term of this Agreement. Subscriber shall retain the right to cause work of the same or a different kind to be performed by its own personnel or other contractors during the term of this Agreement. 1.07. Perpetual License. Upon full payment for the Work, Bentley shall grant Subscriber a paid-up, perpetual, royalty-free right and license to use the Work Product for Production Use. Bentley retains all right, title and interest to the Work Product not otherwise granted to Subscriber. 1.08. Preexisting Works of Bentley. Notwithstanding Section 1.07 of Exhibit C hereof, Bentley hereby reserves and retains ownership of all works which Bentley created unrelated to the Work performed pursuant to any Order, including but not limited to Products (the “Pre-Existing Works”). Bentley does not grant Subscriber any rights or licenses with respect to the Pre-Existing Works. 1.09. Residuals. It is mutually acknowledged that, during the normal course of its dealings with Subscriber and the Work, Bentley and its personnel and agents may become acquainted with ideas, concepts, know-how, methods, techniques, processes, skills, and adaptations pertaining to the Work. Notwithstanding anything in this Agreement to the contrary, and regardless of any termination of this Agreement, Bentley shall be entitled to use, disclose, and otherwise employ any ideas, concepts, know-how, methods, techniques, processes, and skills, adaptations, including generalized features of the sequence, structure, and organization of any works of authorship, in conducting its business (including providing services or creating programming or materials for other customers), and Subscriber shall not assert against Bentley or its personnel any prohibition or restraint from so doing. 1.10. Third-Party Interests. Subscriber’s interest in and obligations with respect to any programming, materials, or data to be obtained from third-party vendors, regardless of whether obtained with the assistance of Bentley, shall be determined in accordance with the agreements and policies of such vendors. 1.11. Fees. Bentley shall be paid the fee as specified in each Order (which Bentley reserves the right to change upon at least sixty (60) days advance notice or at any time for any new Order or modified portion of an existing Order), or, if no fee is specified, at Bentley’s customary rates for the level of personnel providing such services. 1.12. Expenses. Subscriber shall also pay either the actual cost of Bentley’s reasonable travel and living expenses or an agreed-to amount for such travel and living expenses (other than normal commutation travel) for Bentley employees in the performance of Work set forth in each Order along with all other out-of-pocket expenses incurred by Bentley. 1.13. Estimates. Estimates of total fees for projects may be provided in an Order, but Bentley does not guarantee such estimates. Bentley will, however, notify Subscriber as soon as possible if it will exceed the estimate, and Subscriber may then terminate the project and pay only for services actually rendered if Subscriber so chooses. 1.14. Confidentiality. In the performance of the Work, Bentley may acquire information of Subscriber which is proprietary, non-public and identified in writing as confidential by Subscriber. Bentley shall not disclose to anyone not employed by Subscriber nor use except on behalf of Subscriber any such confidential information acquired in the performance of the Work except as authorized by Subscriber in writing. Bentley shall have no obligation of confidentiality with respect to any information of Subscriber that (i) has entered the public domain other than through a breach of this Agreement, (ii) has been rightfully obtained by Bentley from a third party with no obligation of confidentiality, or (iii) is previously known by Bentley as demonstrated by clear and convincing evidence. Notwithstanding the foregoing restrictions, Bentley and its personnel may use and disclose any information to the extent required by an order of any court or other governmental authority or as necessary for it or them to protect their interest in this Agreement, but in each case only after Subscriber has been so notified and has had the opportunity, if possible, to obtain reasonable protection for such information in connection with such disclosure. EXHIBIT 2 SERIAL 14079-CI BENTLEY SELECT PROGRAM AGREEMENT Professional Services Exhibit C 1.15. Term. This Exhibit C will become effective as of the date of the first executed Order and will continue in effect through the completion of each Order. 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 agrees 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 shall be liable only for such fees, costs and expenses as have accrued prior to the effective date of such termination. 1.17. Prohibition on Hiring. Subscriber shall not solicit for 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. EXHIBIT 2 SERIAL 14079-CI BENTLEY SELECT PROGRAM AGREEMENT Training Subscriptions Exhibit D 1. Definitions. The definitions of certain terms used herein with initial capitalized letters, if not otherwise defined herein, shall have the definitions set forth in the Agreement. 2. Applicability. At Subscriber’s request, and upon Bentley’s approval, Subscriber may be entitled to subscribe to certain Product training services pursuant to the terms set forth in this Exhibit D. To be eligible to participate, Subscriber must have a valid Bentley SELECT® Program Agreement and must be current on all outstanding invoices for amounts owed to Bentley. Only employees of Subscriber are eligible to participate in the training subscription program benefits available under this Exhibit D. 3. Bentley LEARN Program. Through the Bentley LEARN Program subscription, Bentley shall offer certain training services to its SELECT Subscribers via a Learning Management System, computer-based online service, electronic bulletin board, Internet site or through technology developed in the future. Subscriber shall pay to Bentley, in return for Bentley LEARN Program benefits, the applicable Bentley LEARN Program subscription fee in effect as of the beginning of each term defined below in Section 4 of this Exhibit D. Bentley LEARN Subscribers will have access to Bentley’s (i) OnDemand eLearning online content and (ii) Live Training in a Virtual Classroom as per the terms and requirements set forth below and in the Bentley Web Properties Terms of Use posted on www.bentley.com (“Terms of Use”): (a) Bentley shall have the sole right to control the format, content, schedule, delivery and all other aspects of the OnDemand eLearning online content and Live Training in a Virtual Classroom, and specifically reserves the right to, at any time (i) modify the information provided through the OnDemand eLearning online content and Live Training in a Virtual Classroom or (ii) discontinue any portion of the OnDemand eLearning online content or Live Training in a Virtual Classroom. (b) Subscriber shall use the OnDemand eLearning online content and Live Training in a Virtual Classroom only in accordance with and subject to the Agreement 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. (c) The non-transferable, non-perpetual, non-exclusive “right to use” license granted herein shall terminate immediately upon suspension or termination of Subscriber’s Bentley LEARN Program subscription, or the Agreement. Upon such termination, Subscriber shall discontinue use of all OnDemand eLearning online content and Live Training in a Virtual Classroom. 4. Term and Termination. Training subscriptions offered under the terms of this Exhibit D shall become effective on the date that Bentley produces an invoice to Subscriber for such training subscription (the “Training Subscription Effective Date”). The initial term of a training subscription shall begin on the Training Subscription Effective Date and shall continue until the anniversary of the Effective Date of the Agreement (the “Training Subscription Initial Term”). Thereafter, the training subscription shall automatically renew for successive one (1) year terms commencing as of each anniversary of the Effective Date of the Agreement (each such term a “Training Subscription Renewal Term”), unless either party provides the other with written notice of its intent to terminate at least sixty (60) days prior to the end of the Training Subscription Initial Term, or the then current Training Subscription Renewal Term as applicable. In the event the training subscription is terminated by Subscriber or otherwise terminated through cancellation or termination of Subscriber’s Bentley SELECT® Program Agreement prior to the end of the Training Subscription Initial Term or the then current Training Subscription Renewal Term, Subscriber shall remain responsible for the full amount of training subscription fees for the remainder of such term. 5. Conflicts. This Exhibit D must be read in conjunction with the other Exhibits to this Agreement, except that in the event of any inconsistency between this Exhibit D and any other Exhibit, this Exhibit D shall control with respect to Subscriber’s training subscriptions EXHIBIT 2 SERIAL 14079-CI BENTLEY SELECT PROGRAM AGREEMENT Bentley Cloud Offerings Exhibit F SEL002520-2/0006 06/14 1. Definitions. The capitalized words, terms and phrases in this Exhibit F shall have the meanings set forth below: (a) “Bentley Data” means Bentley’s Proprietary Information including, but not limited to, the methods by which the services described in this Exhibit F are performed and the processes that make up such services. (b) “Data Storage” means the amount of data storage space (including the backup and off-site storage), if any, to be allocated for Subscriber Data within the Bentley environment. (c) “Internet” means any systems for distributing digital electronic content and information to end users via transmission, broadcast, public display, or other forms of delivery, whether direct or indirect, whether over telephone lines, cable television systems, optical fiber connections, cellular telephones, satellites, wireless broadcast, or other mode of transmission now known or subsequently developed. (d) “Bentley Cloud Offerings” or “Cloud Offerings” mean the Bentley products and services made available to Subscriber and accessed by Users via the Internet for use under the terms herein. (e) “Subscriber Data” means data collected or stored by Subscriber using Cloud Offerings, including, but not limited to, financial, business and technical information, engineering plans, customer and supplier information, research, designs, plans, and compilations, but not including any Bentley Data. 2. Applicability. Upon Bentley’s approval, Subscriber may be entitled to subscribe to Bentley Cloud Offerings pursuant to the specific terms set forth herein. Cloud Offerings are available as Subscriptions only, as described in Section 6 of Exhibit A. Subscriber acknowledges and agrees that Bentley may in its sole discretion utilize a third party service provider to provision Bentley Cloud Offerings and/or Subscriber Data. To be eligible to participate, Subscriber must be current on all outstanding invoices for amounts owed to Bentley. 3. Bentley Cloud Offerings. A User in possession of a valid Passport may be able to access certain Cloud Offerings at no additional charge to Subscriber. Other Cloud Offerings also require the purchase by Subscriber of a Visa for such User. Certain other Cloud Offerings may be purchased by Subscriber for additional fees (“Cloud Offering Fees”) to be specified in a quotation from Bentley to Subscriber (the “Cloud Offering Quote”), which may include, as applicable, (a) the number of Passport holders accessing the Cloud Offering, (b) the number of assets managed using the Cloud Offering; (c) Data Storage size, (d) the Professional Services, if any, to be delivered by Bentley to Subscriber for the initial deployment of the Cloud Offering; and (e) Professional Services related to the ongoing management and support of the Cloud Offering, including availability and support service level terms. 4. Permitted Use. Bentley will grant Subscriber a non-exclusive, non- transferrable, non-assignable, revocable, limited license to use and access purchased Bentley Cloud Offerings (subject to the terms of this Exhibit F and any terms of use (“Terms of Use”) presented upon access) solely for Production Use (the “Permitted Use”). Subscriber acquires only the right to use the purchased Cloud Offering and does not acquire any rights of ownership to the Cloud Offering or any part thereof. Bentley and its suppliers retain all rights, title and interest in the Cloud Offering, and any use of the Cloud Offering beyond the Permitted Use shall constitute a material breach of the Agreement. In addition to the use restrictions set forth in the Terms of Use, Subscriber’s Permitted Use rights shall be subject to the following conditions: (a) Subscriber purchasing against a Cloud Offering Quote shall not exceed any limits set forth in such Cloud Offering Quote. In the event use of a Cloud Offering by Subscriber exceeds that purchased by Subscriber as specified in the applicable Cloud Offering Quote, Bentley may invoice, and Subscriber shall pay, additional Cloud Offering Fees. Bentley shall, in its sole discretion, add such additional fees to subsequent invoices or invoice Subscriber separately. (b) In the event of a past due balance, Bentley reserves the right to suspend use of the Cloud Offerings until all past due amounts have been received. (c) 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 such suspension is necessary to comply with any applicable law, regulation or order of any governmental authority or with the terms of its agreement(s) with its third party service providers; or (ii) Bentley determines in its sole discretion that the performance, integrity or security of the Cloud Offerings is being adversely impacted or in danger of being compromised as a result of Subscriber’s or its Users’ access. (d) Subscriber shall not tamper in any way with the software or functionality of Cloud Offerings or any part thereof. Without limiting the foregoing, Subscriber agrees not to put any material into the Cloud Offerings which contain any viruses, time bombs, Trojan horses, worms, cancelbots or other computer programming routines that may damage, interfere with, intercept or expropriate any system or data. Subscriber shall not utilize bots, agents, auction crawlers or other computer based crawling programs in conjunction with its use of the Cloud Offerings. (e) Subscriber shall communicate the above listed use restrictions to all Subscriber employees and External Users accessing or using any Cloud Offerings. The acts or omissions of any such User accessing the Cloud Offerings shall be deemed to be the acts or omissions of the Subscriber under the Agreement, such that Subscriber shall be fully responsible for the performance and fulfillment of all obligations set forth in the Agreement. Subscriber shall indemnify and hold Bentley harmless against any and all liability resulting from any non-compliance with the terms herein. 5. Access and Availability. Subscriber is responsible for providing all equipment and the connectivity necessary to access and use Cloud Offerings via the Internet. Subscriber agrees that from time to time the Cloud Offerings may be inaccessible or inoperable for various reasons, including without limitation (i) system malfunctions; (ii) periodic maintenance procedures or repairs which Bentley or its service provider(s) may undertake from time to time; (iii) compatibility issues with Subscriber’s or a third party’s hardware or software; or (iv) causes beyond the control of Bentley or which are not reasonably foreseeable by Bentley, including network or device failure, interruption or failure of telecommunication or digital transmission links, hostile network attacks or network congestion or other failures (collectively “Downtime”). Bentley shall use reasonable efforts to provide advance notice to Subscriber in the event of any scheduled Downtime, and to minimize any disruption of the Cloud Offerings in connection with Downtime. 6. Data. Bentley acknowledges, and Subscriber warrants and represents, that Subscriber owns all right, title and interest in Subscriber Data. Subscriber shall indemnify and hold Bentley harmless against any and all claims against Bentley alleging that the Subscriber Data collected or stored for use with the Bentley Cloud Offerings infringes any patent, trademark, trade secret, copyright or other proprietary rights of any third party, or in any way violates any privacy or data protection laws. Bentley shall not be responsible for any failure or impairment of the Cloud Offerings caused by or related to the Subscriber Data. Bentley shall maintain the confidentiality of all Subscriber Data, and shall not reproduce or copy such data except as required to provide services under this Agreement or as may be expressly authorized by Subscriber. Subscriber shall be solely responsible for the Subscriber Data, including without limitation for uploading such data and/or appropriately formatting and configuring such data for use with a Cloud Offering. Subscriber agrees and acknowledges that Bentley will from time to time collect Usage Data and that all Usage Data shall be owned by Bentley and deemed Bentley Proprietary Information. Subscriber agrees not to alter or interfere with the collection by Bentley of accurate Usage Data. 7. Termination. In addition to the termination rights of the parties set forth in Section 7 of Exhibit B, Bentley may terminate a Cloud Offering Subscription, upon notice to Subscriber, in the event of the termination of Bentley’s agreement(s) with its third party service provider(s). Termination of a Cloud Offering Subscription by either party shall automatically terminate any license granted pursuant to Section 4 of this Exhibit F. EXHIBIT 2 SERIAL 14079-CI BENTLEY SELECT PROGRAM AGREEMENT License Subscription Programs Exhibit LS 1. Applicability. At Subscriber’s request, and upon Bentley’s approval, Subscriber and/or its authorized LS Affiliates may be entitled to subscribe to a Bentley License Subscription Program, subject to the terms and conditions of this Exhibit LS. To be eligible to participate, Subscriber must be current on all outstanding invoices for amounts owed to Bentley. 2. License Subscription Programs. 2.1 Overview. Upon Bentley’s acceptance of Subscriber into a License Subscription Program, Subscriber shall be granted rights to Use certain Eligible Products and Bentley Passports without limitation as to the number of Employees who may Use such Eligible Products and Bentley Passports. Descriptions of Bentley’s License Subscription Programs are available at www.bentley.com (with Bentley reserving the right to alter the eligibility requirements and offerings of any such License Subscription Programs at any time, in its sole discretion, and without any notice to Subscriber). Prior to participating in a License Subscription Program, Subscriber shall complete and acknowledge a License Subscription Order Form which shall designate the details of the specific License Subscription Program in which the Subscriber is opting to participate, as well as the applicable Eligible Products and corresponding LS Fees for participation in that License Subscription Program. 2.2 LS Affiliate Participation. Subject to the terms and conditions of this Exhibit LS, Subscriber’s LS Affiliates shall be eligible to participate in the LS Program upon Bentley accepting said LS Affiliate into the LS Program. Except in cases where an LS Affiliate has executed a LS Affiliate Participation Letter, Subscriber agrees to remain responsible for its participating LS Affiliates’ compliance with the terms and conditions of the Agreement. Moreover, with respect to any participating LS Affiliates, each LS Affiliate’s respective LS Affiliate Agreement, if any, shall terminate immediately upon, and as a pre-condition to, such LS Affiliate’s participation in the License Subscription Program. 2.3 SELECT Coverage of Eligible & Ineligible Products. During the term of Subscriber’s participation in an LS Program, all Eligible Products shall receive SELECT Coverage. Ineligible Products that are: (i) Baseline Products, or (ii) licensed by Subscriber or any LS Affiliate during any term, shall not be eligible for or included in the LS Program, but shall nonetheless continue to be eligible for SELECT Coverage under the terms of the Agreement for so long as the Agreement remains in effect and Subscriber is current on all outstanding invoices issued pursuant to the Agreement. 2.4 Bentley LEARN. Certain LS Programs include the right of Subscriber to receive Bentley LEARN benefits, subject to the terms and conditions of Exhibit D, as indicated on Subscriber’s License Subscription Order Form. Unless otherwise set forth on the License Subscription Order Form, ELS Programs include the right of Subscriber to receive on-site training under the Bentley LEARN program, while QLS Programs do not include such right. 3. Eligible Product License Grant. 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, Bentley hereby grants to Subscriber a non-exclusive, limited, revocable, non- transferable, non-assignable license to Use: (i) Eligible Products (excluding Non-SELECTserver Products) for Production Use during the term of the LS Program, without limitation as to the number of Employees who may Use the Eligible Products; and (ii) Non-SELECTserver Products for Production Use solely on the Device that corresponds to each node-locked license to a Non- SELECTserver Product. 3.2 Evaluation Use. In consideration for full payment of the LS Fee (and depending on which LS Program that Subscriber opts to participate in), Bentley hereby grants to Subscriber a limited, non-transferable, revocable, non-exclusive right to use Eligible Products for internal evaluation or testing use only (an “Evaluation License”); provided that such Evaluation Licenses are only accessed through a dedicated SELECTserver hosted by Bentley (the “Evaluation Server”), and such licenses are not used for Production Use. Unless otherwise set forth in Subscriber’s License Subscription Order Form, the duration of Subscriber’s use of an Evaluation License shall not exceed ninety (90) days under an ELS Program, and shall not exceed ten (10) days under a QLS Program (each, respectively, an “Evaluation Period”). Upon the earlier of the conclusion of the Evaluation Period, the termination of the Agreement or Subscriber’s participation in the LS Program, Subscriber shall discontinue use of all copies of Eligible Products used for evaluation hereunder and, upon request by Bentley, certify such destruction in writing. To the extent that an Evaluation License is used in breach of the restrictions set forth herein (an “Unauthorized Use”), then each such instance of Unauthorized Use shall count as an instance of Subscriber Daily Use. It is Subscriber’s sole responsibility to ensure that all Evaluation Licenses are generated from the Evaluation Server, and Bentley shall have no obligation to adjust the LS Fee to account for evaluation use of Eligible Products under licenses generated by a SELECTserver other than an Evaluation Server. 4. SELECTServer. 4.1 SELECTserver as a Prerequisite. As a condition precedent of participating in the License Subscription Program, Subscriber must utilize fully the then current, most recent Upgrade to SELECTserver. Subscriber may deploy a single SELECTserver for purposes of managing multiple Subscriber Sites and LS Affiliate Sites located in more than one Country; provided, however, that: (i) such SELECTserver is configured to report Subscriber’s Daily Use within the Country it occurs; and (ii) all Subscriber Use within a particular Country is initiated by a Site activation key that is unique to such Country. Subscriber agrees that it shall migrate Subscriber Daily Use reporting from all of Subscriber’s and/or LS Affiliates’ deployed SELECTservers to the most recent Upgrade to SELECTserver no later than twelve (12) months after its general commercial release by Bentley. 4.2 Reporting. Where SELECTServer is not hosted by Bentley, Subscriber and LS Affiliates shall either: (i) deploy the automatic transmission facility of SELECTserver for monthly or daily transmission of usage information to Bentley; or (ii) provide Bentley with monthly delivery of all usage information created by SELECTserver. With respect to delivery of usage information under sub-section (ii) above, each month’s delivery shall be due within seven (7) days of the end of the month in which such usage information is generated, and Subscriber and LS Affiliates, if applicable, shall allow Bentley access to all Subscriber Sites and LS Affiliate Sites in order to verify the content of such manually transmitted usage information. Subscriber and each LS Affiliate shall also deploy any other Bentley licensing technology, as requested by Bentley in order to allow Bentley to monitor Subscriber Daily Use of Eligible Products by Subscriber and each eligible LS Affiliate during the term. 4.3 No Modifications. Subscriber agrees that neither Subscriber nor any of its eligible participating LS Affiliates shall edit, alter, delete, or otherwise revise in any manner the content of the usage information generated by SELECTserver. Bentley shall treat each usage information transmission or delivery as confidential information of Subscriber and each LS Affiliate. If Bentley fails to receive the required usage information, Subscriber shall transmit or deliver the required usage information to Bentley within fourteen (14) days after Bentley requests such information. 5. LS Fee Calculation. 5.1 Total Eligible Product Fees. (a) For each Reset Period, “Eligible Product Peak Usage” shall be calculated by (i) determining the maximum Subscriber Daily Use of each Eligible Product over each pertinent Measurement Period (each a “Measurement Period Peak”); then (ii) for each Eligible Product, giving these Measurement Period Peaks an ordinal ranking from highest to lowest in the Reset Period and selecting the ranked Measurement Period Peak designated by Bentley for such Eligible Product under the applicable LS Program; and, finally, (iii) adding to the selected Measurement Period Peak the number of licenses of such Eligible Product as Subscriber has designated Non-SELECTServer Products. (b) Eligible Product Fees shall be calculated as (i) Eligible Product Peak Usage times (ii) the then most current SELECT Program Fees as published by Bentley for the applicable Eligible Product times EXHIBIT 2 SERIAL 14079-CI BENTLEY SELECT PROGRAM AGREEMENT License Subscription Programs Exhibit LS (iii) the Multiplier for such Eligible Product under the applicable LS Program. (c) Subscriber’s “Total Eligible Product Fees” shall be the aggregate of the Eligible Product Fees across all Eligible Products Used by Subscriber during the Reset Period. 5.2 Passport Fees. For each Reset Period, Subscriber’s Passport Fees shall be calculated as (i) the number of Subscriber’s assigned Bentley Passport holders at the start of the Reset Period plus any new unique Bentley Passports used or assigned by Subscriber during the Reset Period times (ii) the then most current SELECT Program Fees as published by Bentley for Bentley Passports times (iii) the Multiplier for Bentley Passports under the applicable LS Program. 5.3 LS Fees. Subscriber’s LS Fees for at least the first Reset Period shall be set forth on Subscriber’s License Subscription Order Form. For each subsequent Reset Period, Subscriber’s LS Fees shall be the greater of the Minimum LS Fees, or the sum of (i) Subscriber’s Total Eligible Product Fees and (ii) Subscriber’s Passport Fees for the immediate preceding Reset Period (the “Reset Calculation”). 5.4 LS Fee Calculation Definitions. (a) “Eligible Product Peak Usage” shall have the meaning set forth in Section 5.1(a) of this Exhibit. (b) “Minimum LS Fees” means the minimum amount of LS Fees for each Reset Period as set forth or described in the License Subscription Order Form for Subscriber’s LS Program. (c) “License Subscription Fees” or “LS Fees” means the fees payable each Reset Period to Bentley for Subscriber’s (and/or its eligible participating LS Affiliates’) participation in a License Subscription Program. (d) “Measurement Period” means, for each Eligible Product, the period over which Subscriber Daily Use is measured and compared in order to determine a Measurement Period Peak. (e) “Measurement Period Peak” shall have the meaning set forth in Section 5.1(a) of this Exhibit. (f) “LS Day(s)” means the calendar day beginning at 12:00:01 AM and ending at 11:59:59 PM in the time zone defined for each Site managed by SELECTserver. All usage log files reflecting Subscriber’s Daily Use shall be translated into GMT time relative to the location of the Device on which an Eligible Product is used. (g) “Multiplier(s)” shall refer to the numerical value designated in Subscriber’s applicable License Subscription Order Form which is used as part of the formula to calculate Subscriber’s LS Fees during the term. (h) “Reset Period” shall mean the sub-periods during the Initial Term or any Renewal Term which include a designated number of Measurement Periods to be considered in calculating LS Fees as set forth in the License Subscription Order Form for Subscriber’s LS Program. (i) “Reset Calculation” shall have the meaning set forth in Section 5.3 of this Exhibit. (j) “Subscriber Daily Use” shall mean the number of unique machines from which Subscriber and/or its participating LS Affiliates Use an Eligible Product during an LS Day. (k) “Total Eligible Product Fees” shall have the meaning set forth in Section 5.1(c) of this Exhibit. 6. LS Program Fees & Payment Terms. 6.1 Invoice and Payment. 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 to Bentley within thirty (30) days of receipt of an invoice. Subscriber’s failure to remit payment of the appropriate LS Fee shall: (i) give Bentley the right to immediately suspend Subscriber’s participation in the License Subscription until such time that the appropriate LS Fee is paid in full; and (ii) be treated as a material breach of the Agreement. For clarity, for any Ineligible Products licensed by Subscriber and their LS Affiliates that are not included in the LS Program, Bentley shall invoice Subscriber for the SELECT Program Fees for such Ineligible Products. 6.2 LS Fee Adjustment. The parties agree that Bentley may adjust the LS Fee for the then current Reset Period in the event additional Subscriber Sites or LS Affiliates Sites are added to the License Subscription Program. Moreover, in the event Bentley designates additional Eligible Products during any Reset Period, Subscriber shall have the rights, benefits and obligations set forth herein with respect to such additional designated Eligible Products. Subscriber shall not be invoiced for Subscriber Usage of any additional designated Eligible Products, however, until the next applicable annual or quarterly LS Fee determination, at which point Bentley shall include the additional designated Eligible Products when calculating the LS Fees for the next Reset Period. 7. Term and Termination. 7.1 Term. The minimum number of Reset Periods for Subscriber’s LS Program subscription shall be designated on Subscriber’s License Subscription Order Form, and shall commence on the date set forth therein (the “Initial Term”). Following expiration of the Initial Term, the terms of the License Subscription Program shall automatically renew for a successive minimum number of Reset Periods of like duration (each a “Renewal Term”) unless: (i) Subscriber provides Bentley with written notice of its intent to terminate its participation in the LS Program no later than (A) one-hundred twenty (120) days prior to the end of the Initial Term or a then current Renewal Term for an LS Program with a term of more than six (6) months, and (B) thirty (30) days for an LS Program with a term of six (6) months or less, or (ii) Bentley provides Subscriber with written notice of its intent to terminate the LS Program no less than forty-five (45) days prior to the end of the Initial Term or a then current Renewal Term; with any such termination to be effective as of the end of such Initial Term or Renewal Term. 7.2 Termination. Notwithstanding anything to the contrary contained herein, Bentley reserves the right to terminate Subscriber’s participation in the LS Program upon thirty (30) days prior written notice in the event Subscriber is in breach of the terms and conditions of this Exhibit and/or Agreement, unless Subscriber cures such breach within such thirty (30) day period. Subscriber hereby acknowledges that this right to cure shall not be extended to any breach by Subscriber which by its nature cannot be cured within the aforementioned thirty (30) day cure period. 7.3 Event of Termination. In the event of a termination, expiration or non-renewal of Subscriber’s participation in the LS Program and/or the Agreement, Subscriber’s and all its participating LS Affiliates’ rights to participate in the LS Program shall immediately terminate and Subscriber’s and all LS Affiliates’ license rights with respect to Bentley Products shall revert back to the license rights Subscriber and each LS Affiliate respectively had in the Baseline Products. In the event Subscriber and/or its LS Affiliates opt not to continue participating in the LS Program only, SELECT Coverage for such Baseline Products will continue under the terms and conditions of this Agreement (or for a LS Affiliate under a newly executed LS Affiliate Agreement), and Subscriber and each LS Affiliate shall remove all Eligible Products, except for the Baseline Products, from Subscriber Sites and LS Affiliate Sites no later than fourteen (14) days after the Subscriber’s participation in the LS Program has ceased. EXHIBIT 2 SERIAL 14079-CI BENTLEY SELECT PROGRAM AGREEMENT License Subscription Programs Exhibit LS 8. Miscellaneous. 8.1 Representations & Warranties. Subscriber hereby represents and warrants that: (i) it has the authority to bind itself and all of its LS Affiliates for the Eligible Products at the Subscriber Sites and LS Affiliate Sites set forth in the License Subscription Order Form (as applicable); and/or (ii) cause all of its LS Affiliates set forth in the License Subscription Order Form to sign an LS Affiliate Letter attached to the License Subscription Order Form, wherein such LS Affiliates agree to be bound by the terms of this Exhibit; and (iii) upon its delivery of a License Subscription Order Form, or (if applicable) 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. 8.2 Use of Eligible Products in a Terminal Server Environment. Subscriber agrees that it shall not use any Bentley Products on any multi-user computer network in a Terminal Server Environment without Bentley’s prior written consent. If Bentley consents, any such use shall be subject to the terms of Exhibit T of the Agreement, and Subscriber shall deliver to Bentley (within ten (10) days of any request) reports, usage logs and any other reasonable information related to Subscriber’s Terminal Server Environment to enable Bentley to accurately calculate the LS Fee during the term. 8.3 Terms are Confidential. Subscriber hereby acknowledges that the terms and conditions of this Exhibit and the applicable License Subscription Order Form are confidential in nature and Subscriber hereby agrees that neither it nor its LS Affiliates shall, subject to Arizona law, disclose the contents of the Exhibit and/or the License Subscription Order Form to any third party. 8.4 Product Time Out. Subscriber acknowledges that the licenses to the 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 upon expiration of the term hereof. In the event Subscriber fails to pay the LS Fee, or upon termination of the Agreement for any other reason, the parties hereby agree that any timing out or expiration of the Eligible Products shall not be considered a “time bomb,” defect or error with respect to the Eligible Products. 8.5 Conflicts. The terms herein must be read in conjunction with the other Exhibits to this Agreement, except that in the event of any inconsistency between the terms herein and any other Exhibit, the terms herein shall control with respect to Subscriber’s participation in the License Subscription Program. 9. Definitions. Capitalized terms used in this Exhibit LS shall have the meanings set forth below or, if not otherwise defined herein, shall have the definitions set forth in the Agreement. (a) “Baseline Product(s)” means the Bentley Products licensed by Subscriber and/or all participating LS Affiliates immediately prior to the date the Subscriber and/or its participating LS Affiliates enter into the LS Program. Baseline Products shall be listed on Subscriber’s License Subscription Order Form and/or as an attachment to the LS Affiliate Participation Letter (as applicable), 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 LS Program subscription. (b) “Eligible Product(s)” means the Bentley Products (including any Updates or Upgrades thereto) eligible for inclusion in a License Subscription Program, as designated and posted at: http://selectservices.bentley.com/en-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 at 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. (d) “Ineligible Product(s)” means Bentley Products that are not Eligible Products. (e) “Initial Term” shall have the meaning set forth in Section 7.1 of this Exhibit. (f) “License Subscription Order Form(s)” is the order form wherein Bentley shall indicate Subscriber’s LS Program, Eligible Products, Reset Periods, Initial Term and corresponding LS Fees. The parties agree that the License Subscription Order Form shall constitute a part of this Exhibit LS and be governed by the terms and conditions of this Agreement. (g) “License Subscription Program(s)” or “LS Program(s)” shall refer to the licensing programs, described at www.bentley.com, under which Subscriber may Use Eligible Products under the terms and conditions of this Exhibit LS. (h) “LS Affiliate(s)” shall mean: (i) an Affiliate; or (ii) any incorporated or non-incorporated entity: (A) listed on the License Subscription Order Form, or (B) whose participation in the LS Program is approved by Bentley upon such entity’s execution of a LS Affiliate Participation Letter. The License Subscription Order Form may be amended by Bentley from time-to-time throughout the term to update the list of Subscriber’s LS Affiliates. (i) “LS Affiliate Agreement(s)” means a pre-existing SELECT Program Agreement, if any, between a LS Affiliate and Bentley. (j) “LS Affiliate Participation Letter(s)” shall refer to a form letter attached to the License Subscription Order Form, wherein LS Affiliates can opt individually to participate in the LS Program under the terms set forth herein, subject to Bentley’s acceptance of the LS Affiliate into the LS Program. (k) “Non-SELECTserver Product(s)” means Baseline Products which are Eligible Products installed at a Subscriber Site but not initiated by or deployed from a SELECTserver. (l) “Renewal Term(s)” shall have the meaning set forth in Section 8.1 of this Exhibit. (m) “SELECT Coverage” means the SELECT Program benefits applicable to Bentley Products as set forth in the Agreement. (n) “Subscriber Site(s)” or “LS Affiliate Site(s)” shall mean the discrete geographic locations from which Subscriber or its participating LS Affiliates conduct their respective operations. The definition of “Site” in Exhibit B of the Agreement is explicitly superseded by the foregoing definition for purposes of this Exhibit LS. EXHIBIT 2 SERIAL 14079-CI BENTLEY SELECT PROGRAM AGREEMENT Terminal Server Exhibit T 1. Definitions. The definitions of certain terms used herein with initial capitalized letters, if not otherwise defined herein, shall have the definitions set forth in the Agreement. (a) “Terminal 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. 2. Use of Bentley Products with Terminal Server. Subscriber may use Bentley Products for Production Use only on a multi-user computer network in a Terminal Server Environment, and to install properly licensed Bentley Products on one or more Terminal 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 a 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 time 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) The products running 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 from 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 may be required by Bentley from time to time. (e) 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. 3. Warranty Disclaimer. Bentley Products used in a Terminal Server Environment shall be excluded from the warranties described in Exhibit B of the Agreement. 4. No 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 Rights. For purposes of clarity, Subscriber’s right 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 perpetual 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/Portal/gsa/ep/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. SERIAL 14079-CI SERIAL 14079-CI SERIAL 14079-CI SERIAL 14079-CI SERIAL 14079-CI SERIAL 14079-CI SERIAL 14079-CI SERIAL 14079-CI EXHIBIT 2 SERIAL 14079-CI BENTLEY SELECT PROGRAM AGREEMENT Terminal Server Exhibit T EXHIBIT 2 SERIAL 14079-CI BENTLEY SELECT PROGRAM AGREEMENT Terminal Server Exhibit T SERIAL 14079-CI EXHIBIT 2 SERIAL 14079-CI BENTLEY SELECT PROGRAM AGREEMENT Terminal Server Exhibit T SERIAL 14079-CI SERIAL 14079-CI MARICOPA COUNTY AMENDMENT NO. 2 TO CONTRACT 14079-CI EXHIBIT 1 PRICING COMMODITY CODE: 92045 CONTRACTOR NAME: BENTLEY SYSTEMS INCORPORATED VENDOR NUMBER: VC0000009530 STREET ADDRESS: 685 STOCKTON DRIVE EXTON, PA 19341 P.O. ADDRESS: TELEPHONE NUMBER: (610) 458-5294 FACSIMILE NUMBER (610) 458-3131 WEB SITE: www.bentley.com REPRESENTATIVE: Carol Julian REPRESENTATIVE E-MAIL ADDRESS: carol.julian@bentley.com YES NO WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS CONTRACT. [ ] [X] WIILACCEPT PROCORBMENT CARD FOR PAYMENT. [ ] [X] PROMPT PAYMENT TERMS:NET 30 DAYS SEE ATTACHED APPENDIX A SERIAL 14079-CI MARICOPA COUNTY AMENDMENT NO. 2 TO CONTRACT 14079-CI APPENDIX A SERIAL 14079-CI ENTLEY SYSTEMS, INC., 685 STOCKTON DRIVE, EXTON, PA 19341-0678 PRICING SHEET: 92045 Terms: NET 30 Vendor Number: W000003698 X VC0000009530 Certificates of Insurance Required Contract Period: To cover the period ending November 30, 2017 2020 2021 2022.