BENTLEY SYSTEMS, INC. - 2013 - Laserfiche WebLink

Home Browse Search

CW2023388 CITY OF SANTA ANA AMENUMENTNo. I TO SELECT PROmLkm AGREEMENT ntL$ ......� suelslsln9 lnfodmmrn 5. Limited Warranty to Subscriber. Section 4,01 of Exhibit B to the Agreement is amended by inserting at line thirteen (13) thereof, between the first and second sentences thereof, the following: "Bentley also warrants for the benefit of Subscriber only (i) that Bentley has the right to license Products to Subscriber tinder the terms and conditions stated in the applicable license agreements, and (ii) that Products licensed to Subscriber do not infringe any third- party's copyright, provided Subscriber uses the Products in accord with the applicable license agreements and Document Sets. Subscriber's sole and exclusive remedy for any breach of the limited warranties stated in the immediately preceding sentence is stated in Section 4,07 of Exhibit B to the Agreement, bearing the heading "Indemnification by Bentley"." 6. Terns. Section 7.01 of Exhibit B to the Agreement is deleted in its entirety and replaced with the following: "7.01. Term. This Agreement and Subscriber's SELECT Program subscription shall become effective on December 2, 2013, and shall continue for an initial term of twelve months (the "Initial Term "). Upon expiration of the Initial Term, Subscriber shall have the option, exercisable by the City Manager for the City of Santa Ana, to renew this Agreement and Subscriber's SELECT Program subscription for tip to two (2) additional one -year periods. Subscriber shall exercise its option by providing to Bentley written notice of Subscriber's intent to ronew no less than thirty (30) days prior to expiration of the Initial Term or then - current renewal term. Upon receipt of such notice, Bentley may in its sole discretion without penalty agree or refuse to renew." 7. Force Majeure. Section 8.05 of Exhibit B to the Agreement is deleted in its entirety and replaced with the following: "8,05. Force Majeure. Neither party shall be liable for failure to fulfill the teens of this Agreement due to causes which are unavoidable and beyond its control, including without limitation war, strike, labor di3trrrballces, fire, flood, acts of terrorism, and acts of God," 8, Governing Law. Section 8.09 of Exhibit B to the Agreement is amended by deleting the phrase "Commonwealth of Pennsylvania" and replacing it with the phrase "State of California." 9, Dispute Resolution. Section 8,10 of Exhibit B to the Agreement is deleted in its entirety and replaced with the following: '8.10, Forma. Any dispute arising under or in connection with the Agreement or related to any matter which is the subject of the Agreement shall be subject to the exclusive jurisdiction of the federal courts located in Orange County, California." 10. Confidentiality. This Amendment and all terms and conditions set forth herein are Bentley Proprietary Information, as set forth in Section 3.06 of Exhibit B to the Agreement, and shall be held in strict confidence. City of Santa Ana Page 2 of 3 Amendment No. 1 The information contained in this Amendment is proprietmry afBentley Vsterrrs, Incorporated, and is not to be disclosed to any drird party without Bentley's eapeess prior ivriiten consent.