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CW2023388 CITY oP SANTA ANA AMENDMENTNO. 1 To SELECT PROGRAM AGREEMENT ,;�'' Arley � 3vvpininp lnlrxdlrucimn 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. Term. Section 7,01 of Exhibit B of 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 January 17, 2017, 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 theCily of Santa Ana, to renew the Agreement and Subscriber's SELECT Program subscription for up to four (4) additional one-year periods. Subscriber shall exercise its option by providing to Bentley written notice of Subscriber's intent to review no less than thirty (30) days prior to expiration of the Initial Term or then -current renewal terra. Upon receipt of such notice, Bentley may in its sale discretion without penalty agree or refuse to renew." 7. Force Majeure. Section &05 of Exhibit B to the Agreement is deleted in its entirety and replaced with the following: °8„05 Force Majenre. Neither party shall be liable for failure to fulfill the terms of this Agreement due to causes which are unavoidable and beyond its control, including without limitation war, strilce, labor disturbances, 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 roptacing it with the phrase "State ofCalifornia". 9. Dispute Resolution. Section 8.10 of Exhibit B to the Agreement is deleted in its entirety and: replaced with the following; 4.10 Forum. Any dispute arising under or in Connection with the Agreement or related to any matter which is the subject of this Agreement shall be subjected to the exclusive jurisdiction of the federal court located in Orange County, California." 10. Payment of Previously Rendered Services. On separate approval by the City, payment will be made on all proper invoices evidencing services rendered upon expiration of Agreement No. A-2010-185 through the Effective Date of the Agreement. 11, Confidentiality, This Amendment and all terins and conditions set forth herein are Bentley Proprietary Information, as set forth in Exhibit B Section 3,05 of the SELECT Agreement, and 'shall be held in strict confidence. 12. Legal Effect. The modifications set forth in this Amendment are effective as of the Effective Date set forth herein this .Amendment. Except, as expressly amended or modified by the terms of this City of Santa Ana Page 2 of 3 Amendment No. 1 7heii formcitiorn coittained ur this Abnendnlent is proprietary ofBentley Systems, Incor)porated crud is natio be disclosed to arty iliiidpariy wCl)ioltt Bentl4y's cypresspiiorwritten consent.