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CW2023388 <br />CITY OF SANTA ANA <br />AMENDMENT No. I TO <br />SELECT PROORAm AGREEWNT <br />%Benfteg <br />Ismairans lnrmtroduo <br />Sets. Subscriber's sole and exclusive remedy for any breach of the limited warranties stated in the <br />immediately preceding sentence is stated in Section 4.07 of Exhibit B to the Agreement, hearing <br />the heading "Indemnification by Bentley "." <br />6. Term. Section 7.01 of Exhibit B of the Agreement is deleted in its entirety and replaced with the <br />following: <br />"7,01 Term. This Agreement and Subscriber's SELECT Program subscription shall <br />become effective on January 17, 2017, and shall continue for an initial term of twelve <br />months (the "Initial Term"). Upon expiration of the Initial Term, Subscriber shall have the <br />option, exercisable by the City Manager for the City of Santa Ana, to renew the Agreement <br />and Subscriber's SELECT Program subscription for up to four (4) additional one -year <br />periods. Subscriber shall exercise its option by providing to Bentley written notice of <br />Subscriber's intent to review no less than thirty (30) days prior to expiration of the Initial <br />Term or then- current renewal tern. Upon receipt of such notice, Bentley may in its sole <br />discretion without penalty agree or refuse to renew." <br />7. Force Majeure. Section 8.05 of Exhibit B to the Agreement is deleted in its entirety and replaced with <br />the following: <br />"8.05 Force Majeure. Neither parry shall be liable for failure to fulfill the terms of this Agreement <br />due to causes which are unavoidable and beyond its control, including without limitation war; <br />strike, labor disturbances, fire, flood, acts of terrorism, and acts of God." <br />8. Governing Law. Section 8.09 of Exhibit B to the Agreement is amended by deleting the phrase <br />"Commonwealth of Pennsylvania" and replacing it with the phrase "State of California <br />9. Dispute Resolution. Section 8.10 of Exhibit B to the Agreement is deleted in its entirety and replaced <br />with the following: <br />"8.10 Forum. Any dispute arising under or in connection with the Agreement or related to any <br />matter which is the subject of this Agreement shall be subjected to the exclusive jurisdiction of <br />the federal court located in Orange County, California." <br />10. Payment of Previously Rendered Services. On separate approval by the City, payment will be made <br />on all proper invoices evidencing services rendered upon expiration of Agreement No. A- 2013 -185 <br />through the Effective Date of the Agreement. <br />11. Confidentiality. This Amendment and all terms and conditions set forth herein are Bentley Proprietary <br />Information, as set forth in Exhibit B ,Section 3.06 of the SELECT Agreement, and shall be held in <br />strict confidence. <br />12. Legal Effect. The modifications set forth in this Amendment are effective as of the ,Effective bate set <br />forth herein this Amendment. Except as expressly amended or modified by the terms of this <br />City of Santa. Ana <br />Amendment No. 1 <br />Page 2 of 3 <br />The information contained in thisAnrendment is proprietary ofBentley Systems, Incorporated and is not to be <br />disclosed to arty third party without Bentley's express prior written consent. <br />25A -22 <br />