2020/01/06 Bluebeam Global Services Workflow Guidance/Problem Solving BLUEBEAM
GLOBAL SERVICES
PROPOSAL
City of Menifee
�] BLUEBEAM
DocuSign Envelope ID:6E381669-OD57-4EE1-95D1-08DEB4E1FF2E
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Armando G.Villa
29844 Haun Rd,
Menifee,
CA 92586
6 January 2020
Subject: Bluebeam Global Services Proposal
Dear Mr.Armando G.Villa:
Thank you for the opportunity to submit this proposal to the City of Menifee.We look forward to the opportunity to
work with you and your team to improve workflows, implement standards and achieve the results you desire.
Sincerely,
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Omar Sheikh
Sr. Enterprise Platform Engineer I Bluebeam Global Services
Pasadena,CA
626-788-4146 Direct I osheikh@bluebeam.com
DocuSign Envelope ID:6E381669-OD57-4EE1-95D1-08DEB4E1FF2E
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PROPOSAL AND ENGAGEMENT LETTER
1 GOAL OF THIS ENGAGEMENT
This service offering from Bluebeam, Inc. ("Consultant")focuses on providing the City of Menifee("City")actionable
workflow guidance and problem-solving.
2 WHO WE ARE
2.1 BLUEBEAM, INC.
Bluebeam, Inc.'s innovative technology solutions set the standard for collaboration and workflow efficiency for
architecture,engineering,and construction professionals worldwide.Since 2002, Bluebeam®has made smart,simple
desktop, mobile, and cloud-based solutions for paperless workflows. Bluebeam Revu, our award-winning digital
markup and collaboration solution, is trusted by over a million individuals in 115 countries. By utilizing PDF, Revu
allows design and construction professionals to share metadata, hyperlinks, bookmarks, images, attachments and
3D model information downstream. Included in every seat of Revu, Bluebeam Studio connects project partners
worldwide in real-time on the same set of centralized documents, while Revu for Mac and Pad allow all project
partners to share, create and collaborate on their desired platform.
In recognition of a shared belief in open standards and expanding global markets, Bluebeam joined the Nemetschek
Group in 2014. Headquartered in Munich,Germany, Nemetschek AG is a leading global software provider for the AEC
industry with 16 partner brands including Vectorworks®, Graphisoft@ Scia8, Maxon®, and Data Design Systems®,
serving approx. 5 million users in 142 countries.
2.2 BLUEBEAM GLOBAL SERVICES
Bluebeam's dedicated Global Services Team is tasked with helping customers gain the most from their investment in
Bluebeam's products. This team consists of industry professionals with extensive knowledge of not only Bluebeam's
products but of the industries we serve. Our experienced Industry Consultants help customers increase productivity
and minimize risk by creating efficient and standardized workflows across projects, departments, and entire
companies, while our dedicated Software Trainers ensure all levels of Revu users derive maximum benefit from our
applications.
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3 SCOPE OF WORK
This accelerated consult will be executed by one(1) Industry Consultant in three phases(dates to be determined)as
outlined below:
3.1 PROJECT KICK-OFF CALL(S) (PRIOR TO ON-SITE)
3.1.1 Up to two(2) one-hour phone or video conference calls to establish:
« Customer's current state with regard to Bluebeam product usage
■ Customer expectations
• Specific workflows to be addressed
• Important names and roles/responsibilities, decision-makers
• Existing metrics for productivity used by the customer
3.2 ON-SITE DAY 1: DISCOVERY
In this phase, the Consultant will gain detailed insight and understanding of the current state of your organization.
Data collected in this phase is related to the City's overall usage of Bluebeam's product suite as well as industry
workflows, best practices, and standards. Discovery will be in two parts:
3.2.1 On-site Discovery Meeting
On-site workflow discovery meeting to map out City's current processes for Bluebeam based workflows.
3.2.2 Bluebeam User Observation
Observation of team members conducting the Bluebeam based workflows to understand current
processes and pain points.
During the on-site discovery, Consultant will need access to the following:
• Key decision-makers as it pertains to the City operational workflows and technology portfolio.
■ Bluebeam power users and key experts in the City's current processes.
■ Examples of existing documents and processes to be provided by the City, if able to be shared.
3.3 ON-SITE DAY 2: RECOMMENDATIONS
The Consultant will analyze information gathered in the discovery phase and present opportunities for improvement
of current processes, workflows, and standards. Recommendations are based on Bluebeam's established best
practices and validated by City decision-makers.
3.3.1 Discovery Review, Findings,and Analysis
The Consultant will summarize findings, analysis, and provide a recommended path forward.
3.3.2 Recommendations Workshop
Appropriate City stakeholders and power users will participate in an on-site recommendations workshop
led by the Consultant. Participants will validate the recommendations, make necessary adjustments,and
come to a consensus on the path forward.
■ Findings presentation will be an up to two (2) hour meeting facilitated by the Consultant to review
findings,analysis, recommendations, areas of focus,the path forward, and Q&A.
• The consultant will conduct an up to four (4) hour process workshop to review the recommended
processes,workflows,and Bluebeam usage.
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3.4 ON-SITE DAY 3: KNOWLEDGE TRANSFER
The final phase of the consultation will provide time for implementing the selected improvements through end-user
training. Method of knowledge transfer(typically classroom-style training)will be determined during prior phases.
• If selected, classroom-style training is capped at a maximum of 20 people.
• One(1)day of training is up to six(6) hours of instructor-led training,consisting of two(2)three(3)hour
sessions.
3.5 POST-CONSULTATION
Following the on-site phases,the Consultant will provide to the City the following:
• A Consultant Summary document, listing areas for process improvement and recommendations made by
Consultant,within five(5) business days after on-site concludes.
• Up to two(2), one-hour follow-up calls scheduled within four weeks after the on-site phase is completed.
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4 COST BREAKDOWN
The cost breakdown forth is proposal is outlined below.Any additional work not included in the scope of this proposal
is available on a time and material basis under separate cover.All costs are quoted in U.S. dollars and are subject to
sales tax where applicable.
Item cost
Accelerated Consultation $12,000.00
Travel & Incidentals*notto exceed,actual costs billed I Cost
Travel Expenses $2,500.00
Per Diem $500.00
Sub-Total $3,000.00
Grand Total $15,000.00
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4.1 TERMS AND CONDITIONS
The terms and conditions following this proposal are incorporated herein by reference.
Thank you for the opportunity to submit this Proposal to the City of Menifee.We look forward to the opportunity to
work with you and your team to develop workflows and achieve the results you desire. This Proposal is valid for 30
days. By signing below or by authorizing or accepting all or any portion of the work described in the proposal,you are
accepting this Proposal and the Terms and Conditions which follow.
BLUEBEAM. INC
Docu3igned by:
Q�it,bt��l, 06-]an-2020
Adrienne Englert Date
Director I Bluebeam Global Services
Bluebeam, Inc.
CUSTOMER NAME
C�
Authorized Signature Date
City Manager avilla@cityofinenifee.us
Title Email Address
Armando G. villa
Printed Name
V to Form:
�7 Y T. Melc g ��er�
City Attorney
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5 APPENDIX I -TERMS & CONDITIONS
These Terms and Conditions govern the work to be performed by Bluebeam, Inc. ("Bluebeam") pursuant to the
Proposal and Engagement Letter(Proposal and Engagement Letter and these Terms and Conditions hereafter
together referred to as"Contract"or"Agreement").
1. INVOICING AND PAYMENT
A. Fees for Services are due in advance, no later than twenty-one(21) business days prior to the first day of
training/consulting or net 30 from the quote issue date,whichever is sooner. Airline tickets will not be
purchased, and the Services will not be confirmed until Bluebeam has received payment for the Services
fees.
Payments shall be submitted to the following address:
Bluebeam, Inc.
55 South Lake Ave. Suite 900
Pasadena, CA 91101
Attn:Accounting
Tel: (626)296-2150
B. If Client disputes any portion of the invoice, Client agrees to pay the undisputed portion of the invoice and
to submit a written claim within thirty(30)days of Client's receipt of the invoice documenting the reasons
the remaining amount is disputed. After receipt of such claim, Bluebeam will undertake an investigation of
the disputed charges,and both Parties agree to make a good faith attempt to resolve the dispute promptly.
Any failure by Client to submit a written dispute of charges within thirty(30)days of invoice receipt shall be
deemed final acceptance of and agreement with all charges on the invoice.
2. EXPENSES
A. If, at the time of booking,the cost for airfare or hotel exceeds the not to exceed limits, Bluebeam will
contact Client in writing and give them the option of paying the higher travel costs or pushing the proposed
consultation commencement date back to a later date.
B. Airfare- Bluebeam will obtain the most economical airfare available from a reputable national carrier,
provided that such airfare does not require our staff to make unnecessary stops/connections.
C. Hotel - It is Bluebeam's policy that our employees stay in a reputable mid-level business hotel. Regardless
of brand,we require the hotel to have interior doors to guest rooms for security purposes. For travel lasting
more than 4 consecutive days, Bluebeam reserves the right to book extended stay hotels of a reputable
brand.
D. Rental car- Bluebeam will book mid/standard-size rental cars from a national rental company. Insurance
coverage provided by the rental car company is required and billable to Client.
E. Other(ground transportation, airport parking, incidentals)-Ground transportation or fuel used and
incidentals such as tolls and parking will all be billed based on actual expenses.
F. Per diem - Per diem within the continental United States will be billed based on the General Services
Administration guidelines [https://www.gsa.gov/].The Department of Defense sets rates for Alaska, Hawaii,
U.S.Territories, and Possessions.
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3. RESCHEDULING AND CANCELLATION
CANCELLATION AND/OR RESCHEDULE REQUESTS MUST BE RECEIVED IN WRITING BY EMAIL TO
CONSULTING@BLUEBEAM.COM. YOU ARE RESPONSIBLE FOR ENSURING THAT BLUEBEAM RECEIVES THE
WRITTEN REQUEST. BLUEBEAM WILL REPLY WITH A WRITTEN ACKNOWLEDGEMENT. RESCHEDULING A
CONSULTATION IS PERMITTED WITH A MINIMUM OF 21 BUSINESS DAYS ADVANCE NOTICE. BLUEBEAM
CANNOT GUARANTEE A SPECIFIC RESCHEDULED DATE; IT IS BASED ON CONSULTANT AVAILABILITY. CLIENT
IS RESPONSIBLE FOR ANY ADDITIONAL TRAVEL COSTS INCURRED WITH RESCHEDULING. IF BLUEBEAM IS
UNABLE TO CONDUCT THE CONSULTATION ON THE SCHEDULED DATE, IT WILL NOTIFY CLIENT AS SOON AS
POSSIBLE, BUT NO LATER THAN 3 BUSINESS DAYS BEFORE THE SCHEDULED COMMENCEMENT DATE. YOU
MAY CANCEL UP TO 21 BUSINESS DAYS PRIOR TO THE SCHEDULED CONSULTATION DATE BUT WILL BE
RESPONSIBLE FORANYTRAVEL COSTS ALREADY INCURRED.UPON CANCELLATION,TRAVEL COSTS ALREADY
INCURRED WILL BE BILLED IN FULL. IF WEATHER CONDITIONS OR OTHER EVENTS OF FORCE MAJEURE
REQUIRE THAT THE CONSULTATION BE RESCHEDULED, CLIENT AGREES TO COVER THE ORIGINAL TRAVEL
COSTS AS WELL AS THE ADDITIONAL TRAVEL COSTS ARISING OUT OF THE RESCHEDULING.
4. INDEPENDENCE
Each party is an independent contractor and neither party is, nor shall be considered to be, an agent, employee
or representative of the other. All personnel supplied or used by Bluebeam shall be its employees or agents and
Bluebeam assumes full responsibility for the actions of such personnel while performing Services and for the
payment of their compensation (including, if applicable, withholding of income taxes and the payment and
withholding of social security and other payroll taxes), workers'compensation, disability benefits and the like to
the extent applicable. Nothing contained in this Agreement is intended or shall be construed to confer upon any
person any rights, benefits or remedies of any kind or character whatsoever,or to create any obligation of a party
to any such person. It is understood that Client and Bluebeam may work together to provide services or perform
work, however,Client shall neither direct nor control the conclusions and results to be obtained from Bluebeam's
professional and technical services provided. Bluebeam agrees that the services provided to Client are also
offered to the general public.
5. CONFIDENTIALITY
Client may disclose certain of its confidential and proprietary information (the "Confidential Information")to
Bluebeam. Confidential Information shall include all data, materials, products,technology, computer programs,
specifications, manuals, business plans,software, marketing plans,financial information, and other information
and/or Trade Secrets disclosed or submitted, orally, in writing, or by any other media,to Bluebeam by Client.
Confidential Information disclosed orally shall be identified as such in writing within five(5) days of disclosure.
Nothing herein shall require Client to disclose any of its information.
A. BLUEBEAM'S OBLIGATIONS
Bluebeam agrees that the Confidential Information is to be considered confidential and proprietary to Client
and shall be and remain the sole property of Client. Bluebeam shall hold the same in confidence, shall not
use the Confidential Information other than to perform its obligations under this Agreement. Bluebeam
will not intentionally disclose, publish or otherwise reveal any of the Confidential Information received from
Client to any other party whatsoever except with the specific prior written authorization of Client.
Confidential Information furnished in tangible form shall not be duplicated by Bluebeam, except for
purposes of this Contract.
B. TERM
The confidentiality obligations of Bluebeam herein shall be effective for two(2)years from the date Client
last discloses any Confidential Information to Bluebeam pursuant to this Agreement. Further, Confidential
Information specifically designated as a Client Trade Secret,shall not be limited to the two-year term set
forth but held in confidence.The obligation not to disclose shall not be affected by bankruptcy, receivership,
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assignment, attachment or seizure procedures,whether initiated by or against Bluebeam, nor by the
rejection of any agreement between Client and Bluebeam, by a trustee of Bluebeam in bankruptcy, or by
Bluebeam as a debtor-in-possession or the equivalent of any of the foregoing under local law.
C. OTHER INFORMATION
Bluebeam shall have no obligation under this Agreement with respect to Confidential Information which is
or becomes publicly available without breach of this Agreement by Bluebeam; is rightfully received by
Bluebeam without obligations of confidentiality; or is developed by Bluebeam without breach of this
Agreement; provided, however, such Confidential Information shall not be disclosed until thirty(30)days
after written notice of intent to disclose is given to Client along with the asserted grounds for disclosure.
D. NO LICENSE
Nothing contained herein shall be construed as granting or conferring any rights by license or otherwise in
any Confidential Information. It is understood and agreed that neither party solicits any change in the
organization, business practice, service or products of the other party, and that the disclosure of
Confidential Information shall not be construed as evidencing any intent by a party to purchase any
products or services of the other party nor as an encouragement to expend funds in development or
research efforts. Confidential Information may pertain to prospective or unannounced products. Bluebeam
agrees not to use any Confidential Information as a basis upon which to develop or have a third party
develop a competing or similar product.
E. SOFTWARE
Client acknowledges that Confidential Information relating to software development, design, and production
constitutes valuable trade secrets of Bluebeam and therefore agrees not to(i)utilize such information as a
basis for developing or having a third party develop a similar product;(ii) modify, adapt, alter,translate, or
create derivative works from any Confidential Information or pre-release software design or application
provided; (iii) merge any pre-release software application with any other software;(iv)sublicense, lease,
rent, loan, or otherwise transfer the Confidential Information or pre-release software design or application
to any third party; (v) reverse engineer,decompile, disassemble, or otherwise attempt to derive the source
code of any pre-release software application; or(vi)otherwise use or copy the pre-release software design
or application except as expressly allowed under this agreement.
6. CONFLICTS OF INTEREST
Bluebeam agrees that it will not engage in any activity that will present a conflict of interest with Bluebeam's
relationship with Client.
7. DISSEMINATION OF PROJECT REPORTS
Notwithstanding Paragraph 4 Client may publish or have published in its entirety,any written report, record,
account, advice or summary(Report) produced and signed by Bluebeam, or any of its employees,which shall
have been furnished to Client by Bluebeam in connection with this Contract. If, however, Client wishes to
publish or have published any Bluebeam Report in less than its entire form, Client must obtain Bluebeam's prior
consent.All Bluebeam reports or summaries identified as"draft"and all Bluebeam working notes or other
works in progress are deemed to be documents"in less than entire form"and are not subject to publication by
Client absent Bluebeam prior approval, excepting those summaries or drafts may be given or provided to
Clients during performance hereunder.
8. INDEMNITY
Bluebeam agrees that it will defend, indemnify and hold Client and Client's officers, directors, affiliates, agents,
representatives and employees harmless from any and all third party claims, suits, damages, losses, liabilities,
obligations, penalties and expenses, including legal fees and expenses, relating to or based on any claims of
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negligence, misrepresentations,willful misconduct, or error or omission on the part of Bluebeam or agents,
consultants or other representatives of Bluebeam in connection with the services provided pursuant to this
Contract. Nothing herein shall be interpreted as obligating Bluebeam to indemnify Client against its own
actions or inactions.
9. LIMITATION ON DAMAGES
Client agrees that Bluebeam shall not be liable to Client for any claims, liabilities or expenses relating to this
agreement for an aggregate amount in excess of the fees paid by Client to Bluebeam pursuant to this Contract
except to the extent finally judicially determined to have resulted from the bad faith or intentional misconduct
of Bluebeam. In no event shall Bluebeam be liable for consequential, special, indirect, incidental, punitive or
exemplary loss, damage or expense relating to this Contract. In furtherance and not in limitation of the
foregoing, Bluebeam will not be liable in respect of any decisions made by Client as a result of the performance
by Bluebeam of its services hereunder.The foregoing provisions shall apply to the fullest extent of the law,
whether in contract, statute,tort(such as negligence), or otherwise.
10. DISCLAIMERS:
ALL CONSULTATION MATERIALS AND SERVICES ARE PROVIDED ON AN "AS IS" BASIS. IN THE EVENT THAT
BLUEBEAM SHALL FAIL TO PROVIDE CONSULTATION IN ACCORDANCE WITH THESE TERMS, BLUEBEAM'S ENTIRE
LIABILITY AND CLIENT'S EXCLUSIVE REMEDY FOR BREACH OF THESE TERMS SHALL BE FOR BLUEBEAM TO USE ITS
REASONABLE EFFORTS TO REPERFORM THE CONSULTATION WITHIN A REASONABLE PERIOD OF TIME; PROVIDED,
THAT IN THE EVENT BLUEBEAM IS UNABLE TO REPERFORM, BLUEBEAM MAY ELECT TO REFUND ALL PAYMENTS
ACTUALLY RECEIVED BY BLUEBEAM FROM CUSTOMER FOR THE CONSULTATION IN QUESTION, IN FULL
SATISFACTION OF BLUEBEAM'S OBLIGATIONS. SUCH REFUND SHALL CONSTITUTE BLUEBEAM'S ENTIRE LIABILITY
AND CLIENT'S EXCLUSIVE REMEDY FOR SUCH BREACH. IN NO EVENT SHALL THE AGGREGATE LIABILITY FOR
DAMAGES OF BLUEBEAM, ITS EMPLOYEES OR AGENTS,ARISING FROM THESE TERMS WHETHER BY CONTRACT OR
TORT EXCEED THE AMOUNTS CLIENT ACTUALLY PAID BLUEBEAM.TO THE EXTENT NOT PROHIBITED BY LAW,THE
LIMITATIONS IN THIS SECTION SHALL APPLY TO PERSONAL INJURY AND DEATH.
6 TO THE EXTENT NOT PROHIBITED BY LAW, NEITHER BLUEBEAM NOR ITS AFFILIATES SHALL BE LIABLE TO
YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL
DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING,WITHOUT LIMITATION,THOSE
RESULTING FROM LOSS OF USE, DATA OR PROFITS,WHETHER OR NOT WE HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES,AND ON ANY THEORY OF LIABILITY,ARISING OUT OF OR IN
CONNECTION WITH THE BLUEBEAM CONSULTATION PROGRAM
11. OWNERSHIP OF DELIVERABLES
Except as provided below, upon full and final payment to Bluebeam hereunder,the tangible items specified as
deliverables or work product in the Contract to which these terms and conditions are attached(the
"Deliverables")will become the property of Client. Bluebeam and Client also agree that nothing in this contract
shall be construed so as to prohibit Bluebeam from using a generic format of deliverable software or other
materials developed hereunder for business purposes.
A. BLUEBEAM'S PROPERTY
Notwithstanding the above provisions of this paragraph, Bluebeam shall retain ownership of all proprietary
concepts, methods,techniques, processes, adaptations, ideas, processes,formulas, software, know-how,
trade secrets, and standards of judgment(collectively"Bluebeam Technology")owned by Bluebeam prior to
this Agreement.
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B. BLUEBEAM'S SOFTWARE
To the extent that Bluebeam Software is incorporated as part of the Bluebeam Technology contained in the
aforementioned deliverables, such Software is to be governed by its respective Bluebeam license
agreement, incorporated herein by reference.
C. BLUEBEAM'S TECHNOLOGY
Client acknowledges that performance of this Agreement may result in the development of improvements
to the Bluebeam Technology, or the development of new proprietary concepts, methods,techniques,
processes, adaptations, ideas, processes, formulas, software, know- how,trade secrets, and standards of
judgment related to Bluebeam Technology. Client agrees that any such improvements or new Bluebeam
Technology shall belong exclusively to Bluebeam,and Client shall not, other than as necessary to the
performance of this Agreement, make use of or disclose the same to any other party without the prior
written consent of Bluebeam.
D. CLIENT'S TECHNOLOGY
Client may have created, acquired or otherwise have rights in,and may, in connection with the performance
of work hereunder, employ, provide, modify, create, acquire or otherwise obtain rights in,various concepts,
ideas, methods, methodologies, procedures, processes, know-how, and techniques; including,without
limitation, models;templates;the generalized features of the structure, sequence and organization of
software; user interfaces and screen designs;general purpose consulting and software tools, utilities and
routines; and logic, coherence and methods of operation of systems(collectively, the "Client Technology").
These items identified as Client Technology do not include any Bluebeam Methods provided in connection
with the performance of services herewith.
E. OWNERSHIP OF CLIENT'S PROPERTY
To the extent that Client utilizes any of its property(including,without limitation,the Client's Technology or
any hardware, software or process of Client)in connection with the performance of services hereunder,
such property shall remain the property of Client and Bluebeam shall acquire no right or interest in such
property. Subject to the limits in(b)above,the parties acknowledge, agree, and confirm that(i)Client will
own all rights,titles, and interests, including,without limitation, all rights under all copyright, patent and
other intellectual property laws, in and to the Client's Technology, and (ii)Client may employ, modify,
disclose, and otherwise exploit Client's Technology and Deliverables(including,without limitation, providing
services or creating programming or materials for itself or its contractors).
12. OWNERSHIP OF DELIVERABLES
Except as provided below, upon full and final payment to Bluebeam hereunder,the tangible items specified as
deliverables or work product in the Proposal to which these terms and conditions are attached (the
"Deliverables")will become the property of Client.To the extent that any Bluebeam Technology is contained in
any of the Deliverables, Bluebeam hereby grants Client, upon full and final payment to Bluebeam, a royalty-free,
fully paid-up, worldwide, non-exclusive license to use such Bluebeam Technology in connection with the
Deliverables. Bluebeam and Client also agree that nothing in these Terms and Conditions shall be construed so
as to prohibit Bluebeam from using a generic format of deliverable software or other materials developed
hereunder for business purposes.
13. TERMINATION
Either party may terminate this contract at any time, in whole or in part, by providing written notice of
termination to the other party. Except as otherwise mutually agreed by Bluebeam and Client,termination shall
be effective five(5) business days from receipt of the notice. Upon any termination, Client shall compensate
Bluebeam for work performed prior to termination, plus all reasonable costs incurred as a result of termination,
on a cost reimbursement basis, regardless of whether or not the work is at a point at which a deliverable is due.
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In no event will Client be obligated to pay Bluebeam costs that exceed the amount authorized by this contract
as a result of termination under this article. If Client has pre-paid amounts in excess of amounts due, Bluebeam
will remit the balance within ten (10) business days of termination or expiration of the contract.
14. NON-SOLICITATION
During the term of the Agreement and for a period of one(1)year thereafter, Client shall not offer employment
or engagement(whether as an employee, independent contractor or consultant)to any Bluebeam employee or
consultant who performs any of the Services.The foregoing limitation shall not apply to employment subject to
a general advertising campaign not specifically targeted at such employees and consultants.
15. ASSIGNMENT
Except as provided below, neither party may assign,transfer or delegate any of the rights or obligations
hereunder without the prior written consent of the other party. Client may assign or subcontract its rights and
obligations hereunder to any affiliate of Client,without the consent of Bluebeam. Bluebeam recognizes that
Client may subcontract for the services of other subcontractors for this project.
16. ATTORNEYS'FEES
If any party employs attorneys to enforce any rights arising out of or relating to this Contract,the prevailing
party shall be entitled to recover its reasonable attorneys'fees, costs, and other expenses. The term"prevailing
party"means that party, as plaintiff or defendant,who substantially prevails against the other party.
Notwithstanding the foregoing, if a written offer of compromise made by either party is not accepted by the
other party within thirty(30)days after receipt and the party not accepting such offer fails to obtain a more
favorable judgment,the non-accepting party shall not be entitled to recover its costs of suit and reasonable
attorney's fees and costs(even if it is the prevailing party)and shall be obligated to pay the costs of suit and
reasonable attorney's fees and costs incurred by the offering party.
17. GOVERNING LAW AND ARBITRATION
This Agreement is governed by the laws of the United States and the State of California,without reference to
conflicts of law principles.The application of the United Nations Convention of Contracts for the International
Sale of Goods is expressly excluded. Any controversy or claim,whether in law or in equity,arising out of or
relating to this contract, or the breach thereof, shall be settled by arbitration in Los Angeles County
administered by JAMS in accordance with its Streamlined Arbitration Rules & Procedures, and judgment on the
award rendered by the arbitrator(s) is final and not appealable and may be entered in any court having
jurisdiction thereof.
18. AMENDMENTS
This Contract and all other attachments incorporated by reference, constitutes the full and complete agreement
of the parties and may only be amended in a writing signed by both parties.The terms or conditions of Your
purchase order or other administrative document(unless signed by both parties and expressly referencing that
it amends this Contract)will not be effective as a modification of the terms and conditions of this Contract,
regardless of Bluebeam's failure to object to such form.
19. WAIVER OF RIGHTS
Failure of either party to enforce any of its rights shall not constitute a waiver of such rights. If any provision
herein is held invalid or unenforceable, such provision shall be deemed modified only to the extent necessary to
render the same valid or excluded from this contract, as the situation may require.This contract shall be
enforced and construed as if such provision had been included as so modified in scope or applicability or had
not been included, as the case may be.
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20. NOTICES.
All notices or requests by the parties required by this Agreement shall be in writing, delivered by email if,
delivered by a major commercial overnight courier service with tracking capabilities, or mailed by certified mail,
return receipt requested, postage prepaid to the signatories of the Contract. Notice shall be effective only upon
receipt by the party being served. Notice by email is effective when the recipient, by an email response,
acknowledges having received the email,with an automatic"read receipt"not constituting acknowledgment of
an email.
21. TAXES
By reason of the independent contractor status of Bluebeam, Client is not required and as such,will not
withhold Federal,State, or Local income tax or any other taxes from any payment made to Bluebeam under this
Agreement. Client will file the appropriate returns with the US Internal Revenue Service and other government
agencies as required by applicable Federal, State, and Local laws and regulations.
22. FORCE MAJEURE
Neither party shall be liable for any failure or delay in performance under this Contract that might be due, in
whole or in part, directly or indirectly,to any contingency, delay,failure,or cause of any nature beyond the
reasonable control of such party,generality of the foregoing,fire, explosion, earthquake, storm,flood or other
weather, unavailability of necessary utilities or raw materials, including phone, Internet or other
communications systems, strike, lockout, unavailability of components, activities of a combination of workmen
or other labor difficulties,war insurrection, riot,act of God or the public enemy, law, act, order, export control
regulations, proclamation, decree, regulations, ordinance,or instructions of Government or other public
authorities, orjudgment or decree of a court of competent jurisdiction (not arising out of breach by such party
of this Contract).
23. GOVERNING LAW AND SEVERABILITY
These terms, and the cover letter,and Scope of Work,to which these terms are appended, including the
attachments, shall be governed by, and construed in accordance with,the laws of the State of California
(without giving effect to the choice of law principles thereof). If any provision of these terms is found by a court
of competent jurisdiction to be unenforceable, such provision shall not affect the other provisions, but such
unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving
to the fullest extent permissible the intent of the parties set forth herein.
L]Bluebeam Professional Services I Proposal and Engagement Letter I Page 12 of 12