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CW2023388 <br />CITY OF SANTA ANA 4 <br />AMENDMENT NO. 1 TO <br />Ono <br />SELECT PROGRAM AGREEMENT 3usrninlny Infrastructure <br />Amendment No. 1 <br />to <br />Bentley SELECT Program Agreement (CLA No. 10362400) <br />This Amendment No. 1 (the "Amendment ") is made this day <br />by and between Bentley Systems, Incorporated, a Delaware corporation with its principal office and place <br />of business at 685 Stockton Drive, Exton, PA 19341 (`Bentley "), and City of Santa Ana, a California <br />municipal corporation, with principal offices at 20 Civic Center Plaza, Santa Ana, California 92701 <br />( "Subscriber "). <br />WHEREAS, Bentley and Subscriber are parties to that certain Bentley SELECT Program Agreement, with <br />an execution date near to or even with the date hereof (the "Agreement "), and desire to amend the <br />Agreement upon the terns and conditions stated in this Amendment; <br />NOW THEREFORE, the parties, intending to be legally bound, hereby mutually agree as follows: <br />1. Continuity of Definitions. Unless defined in this Amendment, any capitalized tern herein has meaning <br />stated in the Agreement. <br />2, Effective Date. Section 1.11 of Exhibit B to the Agreement is deleted in its entirety and replaced with <br />the following: <br />"1,1 L "Effective Date" means January 17, 2017;' <br />3. Payment Term. Section 2.01 of Exhibit B to the Agreement is amended by deleting the first sentence <br />thereof and replacing it with the following: <br />"Subscriber shall pay each Bentley invoice for all Passports, Product licenses and services provided <br />hereunder within forty -five (45) days from the date of such invoice," <br />4. Proprietary information. Section 3.06(c) of Exhibit B to the Agreement is amended by adding after <br />the last sentence thereof the following: <br />"Notwithstanding the foregoing restrictions, Subscriber and its personnel may use and disclose any <br />information to the extent required by the Freedom of Information Act, the California Public <br />Records Act, an order of a court of competent jurisdiction, or as necessary to protect its interest in <br />this Agreement." <br />5. Limited Warranty to Subscriber. Section 4.01 of Exhibit B to the Agreement is amended by inserting <br />at line thirteen (13) thereof, between the first and second sentences thereof, the following: <br />"Bentley also warrants for the benefit of Subscriber only (i) that Bentley has the right to license <br />Products to Subscriber under the terms and conditions stated in the applicable license agreements, <br />and (ii) that Products licensed to Subscriber do not infringe any third - party's copyright, provided <br />Subscriber uses the Products in accordance with Tire applicable license agreements and Document <br />City of Santa Ana Page I oF.3 u <br />Amendment No. 1 <br />The 8 formation corataireed in this Anfendrnetrt is pnprietttrjj ofBentley Systems, bzcorporated and tr not to be <br />disclosed to any duct party without Bentley's express prior written consent <br />Exhibit 2 <br />25 A -21 <br />