EXHIBIT 10.23
WAREHOUSE AND SHIPPING OUTSOURCING AGREEMENT
This Warehouse and Shipping Outsourcing Agreement (the "Agreement") is
between Bentley Systems, Incorporated ("Bentley") and VideoRay, LLC.
("VideoRay"). This Agreement is effective as of October 1, 2001.
WHEREAS, Bentley wishes to contract with VideoRay for the provision of certain
warehouse and shipping services that Bentley currently provides in-house, and
VideoRay wishes to perform such services, on the terms set forth below.
THEREFORE, it is agreed that:
1. VideoRay will operate and assume all lease costs for Bentley's current
warehouse space at 000 Xxxxxxxxx Xxxxxxxxx, Xxxxx, XX 00000 (the
"Warehouse") and continue the services to Bentley that are currently
provided at the Warehouse.
2. The services to be provided to Bentley by VideoRay shall consist of the
following (collectively, the "Services"):
a. SHUTTLE RUNS: VideoRay will operate the shuttle with three (3) daily
runs. The first at 10:30AM delivering inbound packages to all
Bentley buildings. The second run at 2:00PM for pick up of outbound
parcels. The third and final run at 4:00PM will continue as well for
pick up at all buildings. Last minute requests after the last
scheduled shuttle pick up can be processed as long as it is brought
to the Warehouse by 5:30PM and requires less than one half hour of
processing time. Carriers will generally not wait any later than
6:00PM for the final pick up of the day.
b. ELECTRONIC REQUESTS: VideoRay will continue to fulfill electronic
requests for items stocked in the warehouse such as CDs, brochures,
and other collateral. The request form is currently located in
"Outlook" under "Tools/Forms". Bentley must properly complete all
information.
c. PHYSICAL PACKAGES: VideoRay will continue to pick up packages for
shipping at Bentley buildings. These shipments will be processed
with a shipping request form (mentioned above) printed and securely
attached to the parcel as well as being sent electronically to the
Warehouse. As is the current situation, these shipments are to be
placed in the outgoing bins and will be picked up by the shuttle
team.
d. INBOUND SHIPMENTS: VideoRay will coordinate delivery of inbound
carrier (UPS, DHL, FEDEX, etc.) parcels manifested and delivered the
same day they arrive. Each parcel will be delivered to the
appropriate Bentley building based on the addressee name and/or
department.
e. SAP ORDERS: VideoRay will coordinate and fulfill Bentley requests
for kits and other products ordered through SAP. All orders in the
system by 5:00PM on a given day will be processed, shipped and
entered into SAP (as shipped) by VideoRay on that same day. Orders
received after 5:00PM will be processed, shipped and entered into
SAP (as shipped) by VideoRay the next day. At
Bentley's reasonable request from time to time, typically at the end
of Bentley's fiscal quarters, VideoRay will extend this 5:00 PM
deadline until 11:00 PM.
f. SHIPMENT DATA: VideoRay will continue to retain all shipment data
for tracking and tracing as well as A/P reconciliation. VideoRay
will process carrier inquiries and handle any processing of claims
that may arise.
g. FREIGHT SHIPMENTS: VideoRay will coordinate Bentley requests for LTL
(less than truckload), truckload, and other bulk freight shipments.
Most freight carriers require one (1) day notice to allow for a
scheduled pick-up. This includes skidded shipments for trade shows
and the use of carriers such as Target, USF Worldwide and DHL
WorldFreight.
h. MAIL PROCESSING: VideoRay will coordinate daily USPS pick up and
deliveries. USPS pick-up takes place at 1:00PM at the Warehouse. All
mail picked up by VideoRay on the first two shuttle runs will be
processed and dropped off in the mailboxes in the park. Mail picked
up by VideoRay on the last shuttle run will be post marked the next
morning and dropped into the postal system the next day.
i. VideoRay will provide all other Warehouse tasks that Bentley
currently provides in-house, except UPS Ground shipments by Bentley
employees for non-business purposes.
These include:
a. Processing of current level of customer product
shipments
b. Processing and shipment of beta test items
c. Processing and shipment of Select CDs and related items
d. Processing of incoming shipments and logging delivery
information into SAP to facilitate vendor payment.
e. Processing of outgoing shipments
f. Processing of mass mailings (contracting or doing
in-house based on size, does not include mailing address
data or label processing)
g. Shipment of Trade Show materials
h. Daily delivery and sorting of Bentley's Exton Employee
mail
i. Daily delivery of cleaning and bathroom supplies
currently stored in Bentley Building 1
j. Continuation and expansion of program to have incoming
shipments charged to VideoRay's carriers for cost
savings
k. Expansion of role in timing Trade Show and other
expensive shipments to save money
l. Integration of Geopak shipments and implementation of
significant cost savings
m. Negotiation of mailing equipment contracts and costs for
American offices
n. Negotiation of favorable carrier rates that will further
increase savings
o. Provide reasonable maintenance and service of Bentley's
vehicles and other equipment used in providing the
Services.
At Bentley's request from time to time, source vendors for
materials, carriers and related arrangements (the costs of
which are Bentley's responsibility hereunder) will be subject
to Bentley's approval.
3. In order to provide the Services, VideoRay will assume all costs
(wages and benefits) and management responsibility for these current
Bentley employees (and one additional hire), who will continue as
Bentley employees so long as they work under VideoRay's supervision
to perform the Services.
a. Xxxxx Xxxxx
b. Xxxxxx Xxxxxxxx
c. Xxxx Xxx
d. one additional person to be hired to complete the
staffing of the Warehouse
4. VideoRay will assume and bear full responsibility for paying:
a. All rent and warehouse-related occupancy costs except as
noted below.
b. Payroll, medical expenses, workers compensation,
unemployment insurance expenses for VideoRay employees
and the Bentley employees described in paragraph 3.
Where possible and practical, VideoRay will take
advantage of Bentley's group rates, and Bentley will
deduct the costs of these from its monthly payment.
c. All equipment maintenance and service costs, except as
noted below, including Bentley's cargo carrying
vehicles, forklifts, mailing equipment, and other
machines in the warehouse.
d. Packaging supplies except for mailers and packaging for
customer shipments (i.e. kits, Select CD mailers)
e. Copier rental and supplies
f. Telephone costs, if separable (and with additional
$1000/month fee paid by Bentley)
5. Bentley will bear full responsibility for paying the following to
the extent used for providing the Services:
a. Actual carrier costs for shipments
b. Computer network and technical support
c. Telecommunications services, except as noted in 4(f)
above
d. Costs of product materials and inventory (which will
continue to be Bentley's property).
6. Fees. Bentley will pay to VideoRay a monthly fee of $23,700. An
additional $1,000 per month will be paid if telephone costs can be
separated as contemplated in 4(f). VideoRay expenses noted in
paragraph 4 above, which are funded by Bentley, will be deducted
from the monthly fee paid by Bentley to VideoRay. Bentley will
reimburse VideoRay for carrier costs for shipments; where VideoRay
will xxxx Xxxxxxx weekly (Thursdays), and Bentley will pay VideoRay
for those expenses by check on the following Monday. The parties
agree that if the number of items in Bentley shipments,
measured from time to time as of the end of the last full calendar
quarter, from October 1, 2001 through the end of the last full
quarter included in the measurement is more than 15% higher than the
number of such shipments for the corresponding period in the prior
year, then the parties will reconsider the pricing agreed to for the
shipping services under this Agreement.
7. Term. The term of this Agreement shall commence on October 1, 2001.
At the end of August 2002, VideoRay will provide a summary of the
performance of the Agreement to Bentley. The summary will outline
the cost savings and the ongoing benefits to Bentley. This Agreement
will terminate on December 31, 2002 unless extended by mutual
agreement of the parties. If, during the term of this Agreement,
Bentley finds an alternate source for the services contemplated
herein at a greater level of services or at a lesser cost, Bentley
may employ such alternative provider and renegotiate or terminate
this Agreement with VideoRay.
8. Indemnification and Insurance. VideoRay shall indemnify, defend and
hold harmless Bentley and its directors, officers, agents, and
employees from and against all claims, damages, losses and expenses,
including but not limited to attorney's fees, arising out of or
resulting from any act, error, negligence or omission of VideoRay in
the performance of this Agreement. Bentley shall indemnify, defend
and hold harmless VideoRay and its directors, officers, agents and
employees from and against all claims, damages, losses and expenses,
including but not limited to attorney's fees, arising out of or
resulting from any act, error, negligence or omission of Bentley in
the performance of this Agreement. Bentley will maintain insurance
on the Warehouse and Bentley's property in the Warehouse as required
under the Warehouse lease from time to time.
9. General Provisions:
a. Entire Agreement. This Agreement supersedes any and all
agreements, either oral or written, between the parties
with respect to the Services, and contains all covenants
and agreements between the parties with respect to the
Services. Any modification of this Agreement will be
effective only if in writing signed by both parties.
b. Partial Invalidity. If any provision of this Agreement
is held by a court of competent jurisdiction to be
invalid, void, or uneforceable, the remaining provisions
will nevertheless continue in full force without being
impaired or invalidated in any way.
c. Assignment. In view of the nature of this Agreement,
this Agreement may not be assigned by either party
without the prior written consent of the other party.
d. Notices. All notices to be given hereunder shall be by
personal delivery in writing to the individuals signing
this Agreement at their current business addresses.
e. Waivers. Any delay or forbearance by either party in
exercising any right hereunder shall not be deemed to be
a waiver of that right.
f. Governing law. This Agreement shall be governed by and
construed in accordance with the laws of the
Commonwealth of Pennsylvania without regard to its
conflict of laws provision.
g. Force Majeure. Neither party will be liable to the other
for failure under any obligation hereunder because of
acts of God or other circumstances beyond the control of
the affected party.
Bentley Systems, Incorporated VideoRay, LLC
/s/ Xxxxxxx Xxxxxx /s/ Xxxxx Xxxxxxx
--------------------------------- ----------------------------------
By: Xxxxxxx Xxxxxx By: Xxxxx Xxxxxxx
Title: C.O.O. Title: President
Date: November 29, 2001 Date: November 29, 2001
