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2019/05/16 Bluebeam, Inc. Software License Agreementljm BLUEBEAM' A NEMETSCHEK COMPANY Bluebeam, Inc. 55 S. Lake Ave., Ste. 900 Pasadena, CA 91101 866.496.2140 (main) 626.398.9210 (fax) Bill To Michelle Sarkissian City of Menifee 29714 Haun Road Menifee, California 92586 msarkissian@cityofinenifee.us QUOTE B131206 Page 1 of 1 Date I Bluebeam Contact 02/26/2019 1 Alexandra Jackson To place an order, please send a purchase order to sales@bluebeam.com or call 866-496-2140 opt. 1 to pay with a credit card. If you wish to pay by check, please send a purchase order to be invoiced. Valid Expires 30 days 3/28/2019 Item Qty. Description Rate Amount Bluebeam Revu 2018 Standard 50 The essential solution for intuitive PDF markup, editing and collaboration. $261.75 $13,087.50 Perpetual Seats of Software Includes key features such as 2D and 3D PDF Markup, Markups List, Tool Chest, Sets, Measurement Tools and Bluebeam Studio. Perpetual Software License. Bluebeam Revu 2018 Standard 50 Maintenance is valid for one year starting from the purchase date, and is $59.40 $2,970.00 Annual Maintenance renewable annually. It includes free product upgrades and premium phone and email support. If adding Maintenance to current seats, all seats must be included. 26 Feb 2019 - 25 Feb 2020 Enterprise License 50 An Enterprise License is a license type for Bluebeam Revu that automatically $10.00 $500.00 Annual Subscription releases registered computers that have been inactive for 15 days, and provides a 5% installation overage allowance. 26 Feb 2019 - 25 Feb 2020 A quote will be generated for any workstations that are above the total allowance in accordance to the granted license, which can be verified in the Bluebeam Gateway (the license management portal). SUBTOTAL 16,557.50 All cosdollars and subject to U.S. safes taxes where anolicable. We cann ot a cce Dt payment by check without an Invoice. Chest re[esue[iwVthaut an accorn penying inyg[ge wlll 6e returned. ©2013 Bluebeam, Inc. 55 S. Lake Ave., Suite 900 main:866.496.2140 All Rights Reserved. Pasadena, CA 91101 fax:626.398.9210 Bluebeam On -Site Training Program First Training Date: Tuesday, June 25, 2019 Client Details: City of Menifee 29844 Haun Rd Menifee, CA 92586 On -site Training for: City of Menifee Attendee Max: 10 Revu Essentials Cost Total number of days: BLUEBEAM' A NEMETSCHEK COMPANY Quote Issued: 4/23/2019 Payment Due: 5/23/2019 Quote Number: TR-000291 Contact: Michelle Sarkissian msorkissian@cityofinenifee.us (951 )723-3778 Onsite Training Fee: $3000 per day w/ max 10 attendees per session $3,000.00 Travel & Expenses: Travel Costs + Expenses Not to Exceed $2,035.00 Total Services and Travel Estimate $5,035.00 All cods are quoted in U.S. dollars and subject to U.S. sales taxes where Training Service Fee Due 05/23/2019 $3,000.00 applicable. Travel costs and expenses to be billed as actual expenses, not to exceed $2035 Attendance:' Pricing is tiered based on group size. You can modify your chosen tier up to 21 business days prior to the scheduled training session. If, due to late cancellations or no-shows, your actual group size at time of training falls into a lesser tier, there will be no refunds provided, the training fee will follow the contracted tier pricing. If, due to additional trainees attending, your group size at time of training falls into a higher tier, you will be charged $250 per additional trainee per training day. Any trainees in excess of the agreed upon tier must be approved by Bluebeam prior to commencement of the training session. Bluebeam Inc. 55 S. Lake Ave, Suite 900 Pasadena, CA 91101 626.788.4100 www.bluebeam.com Bluebeam On -site Training Program Terms and_Conditions These Terms and Conditions are an Agreement between City of Menifee ("Client") and Bluebeam, Inc. Client acknowledges that they have read and understood these Terms and Conditions and agree to be bound by them. Payment for Training Services and Travel: Bluebeam will provide a training quote to Client which outlines training fees, per diem rates and not to exceed limits for travel costs and incidentals including but not limited to airfare, accommodations, ground transportation, and parking. The training fees are due in advance, no later than 21 business days prior to the first day of training or net 30 from the quote issue date, whichever is sooner. Airline tickets will not be purchased and the training will not be confirmed until Bluebeam has received payment for the training fees. Bluebeam commits to booking travel at the earliest possible date after training fees have been received, in order to keep costs down. If, at the time of booking, the cost for airfare or hotel exceeds the not to exceed limits stated below, Bluebeam will contact Client in writing and give them the option of paying the higher travel costs or pushing the training back to a later date. Bluebeam will invoice the Client as soon as one day after the first training date for travel expenses, based on actual costs incurred. 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. Bluebeam will request written authorization from Client should this airfare exceed $750 per round-trip ticket. We will book with at least 14 days advance fares, if training fees have been received, unless Client requests travel within a 14 day period. 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. Bluebeam will request written authorization from Client for single - occupancy nightly rates exceeding $250 [$320 for large metro areas]. 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. Bluebeam will request written authorization from Client for rental car rates exceeding $150/day. 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. Per diem — Per diem within the continental United States will be billed based on the General Services Administration guidelines [https://www.gsa.gov/portal/content/104877]. The Department of Defense sets rates for Alaska, Hawaii, U.S. Territories, and Possessions [http://www.defensetravel.dod.mil/site/perdiemCalc.cfml. The Department of State sets foreign rates [https:Haoprals.state.gov/content.asp?content_id=184&menu_id=78]. Rescheduling and Cancellation: Cancellation and/or Reschedule requests must be received in writing by email to training@bluebeam.com. You are responsible for ensuring that Bluebeam receives the written request. Bluebeam will reply with a written acknowledgement. Rescheduling on -site training is permitted with a minimum of 21 business days advance notice. Bluebeam cannot guarantee a specific rescheduled date; it is based on trainer availability. Client is responsible for any additional travel costs incurred with rescheduling. If Bluebeam is unable to conduct the training on the scheduled date, it will notify Client as soon as possible, but no later than 3 business days before the scheduled start date. You may cancel up to 21 business days prior to the scheduled training date and receive a refund for training fees minus any travel 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 training be rescheduled, Client agrees to cover the original travel costs as well as the additional travel costs arising out of the rescheduling. Attendance: Pricing is based on group size. You can modify your communicated group size up to 21 business days prior to the training session. If, due to late cancellations or no-shows, your actual group size at time of training is smaller, there will be no refunds provided, the training fee will follow the contracted pricing. If, due to additional trainees attending, your group size at time of training is larger, you will be charged for additional trainees per the quote provided. Any trainees in excess of the contracted number must be approved by Bluebeam prior to commencement of the training session. No Reselling: Unless specifically authorized in writing by Bluebeam, Inc., Client is not authorized to resell seat(s) to a Bluebeam training session. Confidentiality: Client may designate, in writing to the trainers, information disclosed to Bluebeam as Confidential ("Confidential Information"). Bluebeam agrees that it will not disclose, publish or otherwise reveal Confidential Information to any other party except with Client's prior written authorization or pursuant to a court order. Bluebeam shall have no obligation under this Agreement with respect to Confidential Information which is or becomes publicly available without breach of this Agreement; is rightfully received by Bluebeam without obligations of confidentiality; or is developed by Bluebeam without breach of this Agreement. Mutual Indemnification: Bluebeam agrees to defend, indemnify and hold harmless Client and Client's directors, officers, employees and affiliates from and against all claims,, defense costs,(including reasonable expert and attorneys' fees), judgments and other expenses,arising out of or on account of any negligent act, omission, or willful misconduct by Bluebeam or on_Our'b.ehalf during the on -site training session at your Company. Client agrees to defend, indemnify and hold harmless Bluebeam and its directors, officers, employees, affiliates, sublicensees, resellers, agents and suppliers from and against all claims, defense costs (including reasonable expert and attorneys' fees), judgments and other expenses arising out of or on account of any negligent act, omission, or willful misconduct by Client or on Client's behalf during the on -site training session at your Company. Disclaimers: ALL TRAINING MATERIALS AND SERVICES ARE PROVIDED ON AN "AS IS" BASIS. IN THE EVENT THAT BLUEBEAM SHALL FAIL TO PROVIDE TRAINING 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 TRAINING 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 TRAINING 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. 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 ON-STIE TRAINING PROGRAM Governing Law and Dispute Resolution: This Agreement is governed by the laws of the United States and the State of California, without reference to conflicts of law principles. 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) may be entered in any court having jurisdiction thereof. I have reviewed and approved this training proposal and the Bluebeam On -site training program terms and conditions. By signing this, I agree, on behalf of Client, to be bound by the Bluebeam Training Terms and Conditions and to pay for quoted training fees no later than (21 business days) prior to the first day of training. I also agree to pay for travel expenses which will be invoiced in accordance with the above. ARMANDO G. VILLA Name: rl_Ty_ Title �} CITY OF MENIFEE &�, I Signature: t-- Wt,. Date: G-It 6 APPROVE AS TO FORM: