25A - AGMT - SOFTWARE MAINT AND TECH SUPPORT

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R„ nth y BENTLEY SYSTEMS, INCORPORATED SELECT PROGRAM AGREEMENT Bentley SELECT` NORTH AMERICA Bentley SELECT Agreement CLA Number This SELECT Program Agreement (together with all exhibits and attachments hereto as in effect from time to time, the "Agreement ") is made as of the Effective Date by and between Bentley Systems, Incorporated, a Delaware corporation with its principal office and place of business at 685 Stockton Drive, Exton, Pennsylvania 19341, and the subscriber identified below ("Subscriber "). All references herein to "Bentley" include Bentley Systems, Incorporated and its direct and indirect subsidiaries. Subscriber desires to enter into this Agreement to .subscribe to the Bentley SELECT@ Program (`SELECT Program ") to acquire licensing privileges and services offered from time to time under the SELECT Program, all as more fully described in the lettered exhibits attached hereto.. Subscriber, upon signing this Agreement, is bound by the terms of this Agreement and Exhibits A and B hereto. Subscriber shall be bound by any amended or supplemental exhibit provided by Bentley upon Subscriber's license or purchase of products or services to which such amended or supplemental exhibits apply. The lettered exhibits attached to this Agreement are incorporated herein and made a part of this Agreement, as such exhibits may be updated, amended and supplemented with additional exhibits from time to time upon thirty (30) days after delivery through electronic or other means to the Subscriber; provided, that as to particular products and services licensed or purchased hereunder, Subscriber shall be bound by the form of the exhibits in effect at the time the products or services are licensed or provided. Upon any renewal of this Agreement, the updated, amended or supplementer) exhibits in effect at the time of such renewal, if any, shall be applicable to all licensing privileges and services under the SELECT Program provided from and after the date of such renewal, Notwithstanding the foregoing, unless Bentley and Subscriber agree otherwise by a writing ditty executed by authorized representatives of the parties, no amendment or supplement to the exhibits to this Agreement after any perpetual license purchase shall limit or impair i11e rights of Subscriber tinder the perpetual license terns and conditions in effect at the time such license is acquired. For definitions of the capitalized terms used in this Agreement and the Exhibits hereto, see Section I of the General Terms and Conditions Included as Exhibit B. The term of this Agreement is set forth in the General 'Perms and Conditions tinder the caption "Term; Termination." The terms of all Product licenses acquired hereunder shall be as set forth In Section 5 of Exhibit A to this Agreement, and all Product licenses hereunder are subject to the termination provisions applicable to such licenses in Section 5 of Exhibit A to this Agreement and In the General Terms and Conditions. Subscribers may nonuse the licenses, services and other benefits provided tinder this Agreement par purposes of developing software applications for distribution outside of their organization or for providing end -user training on Bentley Products other than to internal end users. If your organization falls into either of the foregoing prohibited categories, then please contact Bentley about other programs that are better suited for your business. BY SIGNING BELOW, SUBSCRIBER ACKNOWLEDGES THAT, THROUGH ITS AUTHORIZED REPRESENTATIVES, IT HAS READ_AND UNDERSTANDS THIS AGREEMENT (INCLUDING ALL ATTACHED EXHIBITS), AGREES TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN AND HAS THE AUTHORITY TO ENTER INTO THIS AGREEMENT. SUBSCRIBER IS NOT ENTERING INTO THIS AGREEMENT ON THE BASIS OF ANY REPRESENTATIONS NOT EXPRESSLY SET FORTH HEREIN, A FULLY EXECUTED COPY OF THIS AGREEMENT WILL BE RETURNED TO SUBSCRIBER AFTER THIS AGREEMENT 1S APPROVED AND ACCEPTED BY BENTLEY. SUBSCRIBER Approved as to Form BE' SYSTEMS, INCORPORATED Company Name S -mail Address. Address: Telephone: SEL002520- 1/0005 6/11 hit M. Funk? Assistant City Attorney Signature Attest Printed Name Maria D. Huizar Title Clerk of the Council Recommended fur Approval 685 SWCictnn Drive Exton,Pennsylvirim 19341 Fred Mousavlpour Executive Director Telephone: 610-A5 9,5000 Public Works Agency Date Signed: