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A-2005-278-01 Amendment No.1 to Bentley SELECT Program Agreement No. 40000681 This Amendment ("Amendment") made between Bentley Systems, Incorporated, a Delaware corporation, with principal offices at 685 Stockton Drive, Exton, P A 1934 I ("Bentley"), and The City of Santa Ana, an entity having its principal office and place of business at 20 Civic Center Plaza M-21, Santa Ana, CA 92702 ("Subscriber"). WHEREAS, Bentley and Subscriber wish to amend the Bentley SELECT Program Agreement NoA0000681 effective as of the Effective Date defined herein made between the parties (the "Original Agreement"; the Original Agreement as amended by this Amendment is hereinafter referred to as the "Agreement") to allow Subscriber to terminate its perpetual license rights under and remove from SELECT coverage the Yielded Licenses (as defined below) in exchange for Subscription Licenses upon the terms and conditions set forth in this Amendment.. This Amendment shall be effective on the same day the Original Agreement becomes effective. NOW THEREFORE, the parties hereby mutually agree as follows: Definitions. The definitions of certain terms used in this Amendment with initial capitalized letters, if not defined herein, shall have the definitions set forth in the Original Agreement. 1.1. "Effective Date" means the date upon which an authorized representative of the City of Santa Ana signs the Original Agreement and this Amendment. 1.2. "Yielded Licenses" shall mean the licenses for the Products with the serial numbers specified in Attachment I hereto, as amended from time to time upon agreement of the parties. 1.3. "Yielded License Fees" shall mean the annual SELECT Program Fees that were applicable to the Yielded Licenses immediately prior to the termination of Subscriber's perpetual license rights in such Yielded Licenses. SELECT Program Fees. Section 6.02 of Exhibit A of the Agreement is hereby deleted and replaced in its entirety with the following: "Bentley shall initially invoice Subscriber quarterly for SELECT Program Fees for all Product licenses as ofthe Effective Date of this Agreement. Quarterly invoices reflecting new Product licenses will include a prorated amount reflecting coverage of the Product under the SELECT Program during the preceding calendar quarter plus the full amount for the current calendar quarter. Bentley may modify the timing of invoicing hereunder at any time," 3. Governing Law. Section 8.09 of Exhibit B of the Agreement is hereby deleted rn its entirety and replace in its entirety with the following: BSIFL