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BENTLEY SELECT PROGRAM SALES AGREEMENT AND SOFTWARE LICENSE <br />This Agreement is entered into this 2nd day of December, 2013, between BENTLEY <br />SYSTEMS, INC. ( "Company "), with its principal place of business at 685 Stockton Drive, Exton, <br />PA 19341, and the City of Santa Ana ( "Customer "), a California municipal corporation. <br />Term of Agreement. This Agreement shall commence on the Effective Date and shall <br />continue for an initial term of twelve (12) months. This Agreement may be extended for up to two <br />additional one -year periods, exercisable by the City Manager or his designated representative. <br />SECTION A. TERMS AND CONDITIONS APPLICABLE TO PURCHASE AND <br />INSTALLATION OF EQUIPMENT, SOFTWARE, AND OTHER <br />ITEMS. <br />1. General Scope of Services. COMPANY promises and agrees to furnish to the City <br />all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully <br />and adequately supply the specialized engineering software products necessary for computer design <br />services and for accessing data on the Geographic Information System ('Services'). The Services <br />are more particularly described in `Bentley Select Program Agreement (6/11) ", Exhibit 'A' attached <br />hereto and incorporated herein by reference including definitions required for interpreting the <br />services described. All Services shall be subject to, and performed in accordance with, this <br />Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable <br />local, state and federal laws, rules and regulations. <br />2. Schedule of Services. COMPANY shall perform the Services expeditiously, within <br />the term of this Agreement. COMPANY represents that it has the professional and technical <br />personnel required to perform the Services in conformance with such conditions. In order to <br />facilitate COMPANY's conformance with the Schedule, City shall respond to COMPANY's <br />submittals in a timely manner. Upon request of City, COMPANY shall provide a more detailed <br />schedule of anticipated performance to meet the Schedule of Services. <br />3. Payment. Payment terms: City shall pay the license subscription fees set forth in <br />Exhibit B, within 45 days after the effective date of this Agreement. <br />4. Limited Warranty. COMPANY warrants that all COMPANY Equipment and <br />Software media shall be free from defects in materials and workmanship, for a period of one (1) <br />year from the date of shipment. This warranty is extended to Customer only and shall not apply to <br />any Equipment (or parts thereof) or Software media in the event of: <br />(a) Damage, defects or malfunctions resulting from misuse, accident, neglect, <br />tampering, (including modification or replacement of any COMPANY <br />components on any boards supplied with the Equipment), unusual physical <br />or electrical stress or causes other than normal and intended use; <br />BENTLEYSELECTAGR <br />EXHIBIT 1 <br />25C -3 <br />