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Amendment No. 3 to <br />Bentley SELECT Program Agreement No. 10362400 <br />This Amendment ( "Amendment ") dated November 2, 2009, by and between Bentley Systems, <br />Incorporated, a Delaware corporation, with principal offices at 685 Stockton Drive, Eaton, PA 19341 <br />( "Bentley "), and the City of Santa Ana, a charter city and municipal corporation, having its principal <br />office at 20 Civic Center Plaza, Suite M -21, Santa Ana, CA 92702 ( "Subscriber "). <br />WHEREAS, Bentley and Subscriber entered into Agreement N- 2008 -010, dated January 25, 2008 <br />(hereinafter "said Agreement "), by which Bentley has provided software licensing and support for <br />Subscriber. <br />Bentley and Subscriber wish to extend the term of said Agreement to allow Subscriber to continue to <br />utilize the Subscription Licenses, and purchase an additional license, upon the terms and conditions set <br />forth in said Agreement, as amended by Amendment No. 1 to said Agreement. <br />This Amendment shall be effective on the date first set forth above. <br />NOW THEREFORE, the parties hereby agree as follows: <br />1. Upon execution of this Amendment No.3, by both parties, and Subscriber's payment of annual <br />license fees in the amount of $35,253.41, plus tax, the following licenses will be renewed and/or <br />activated for a one -year term, from December 1, 2009 through November 30, 2010. The total <br />amount to be expended during the renewal term shall not exceed $39,900.00. <br />Product <br />Qty. <br />Unit Price <br />Discount <br />Total <br />MicroStation Select <br />40 <br />$ 592.51 <br />5% <br />$22,515.38 <br />Bentley InRoads Storm/ <br />Sanitary Select <br />2 <br />568.81 <br />5% <br />1,080.74 <br />Bentley InRoads Select <br />4 <br />1,137.61 <br />5% <br />1,322.92 <br />Bentley InRoads Survey <br />Select <br />2 <br />284.40 <br />5% <br />540.36 <br />Bentley InRoads Survey PPA <br />2 <br />713.00 <br />2.5% <br />1,390.35 <br />Bentley Water GEMS Select <br />1 <br />5,686.06 <br />5% <br />5,403.88 <br />Total <br />$35,253.41 <br />During the extended license term, City may exchange licenses listed above, for other or additional <br />licenses. <br />2. Except as herein amended, all terms and conditions of said Agreement, as amended by <br />Amendment No. 1, shall remain in full force and effect. <br />25L -2 <br />