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HomeMy WebLinkAboutBENTLEY SYSTEMS, INC - 2017INSURANCL NOT REQUIRED W013K MAY F'fiUCUF F) CLERK Cr" COUNCIi CW2023388 0/0'c' 'l, e,Ow l CITY OF SANTA ANA AMENDMENTNo.. l To SELECT PROGRAM AGREEMENT A-2017-003 enfle" sm.hduy In Wstw m'. Amendment No.1 to Bentley SELECT Program Agreement (CLANo. 10362400) This Amendment No. 1 (the"Amendment") is made this ` day, by and between Bentley Systems; Incorporated; a Delaware corporation with its principal office and place of business at 683 Stockton Drive; Eaton, PA 19341 ("Bentley"), and City of Santa Ana, a California municipal corporation, with principal offices at 20 Civic Center Plaza, Santa Ana, California 92701 (`'Subscriber"), WHEREAS, Bentley and Subscriber are parties to that certain Bentley SELECT Program Agreement, With an execution date near to or even with the date hereof (the "Agreement"), and desire to amend the Agreement upon the terms and conditions stated in this Amendment; NOW THEREFORE, the parties, intending to be legally bound, hereby mutually agree as follows: 1. Continuity of Definitions. Unlessdefuied in this Amendment, any capitalized term herein has meaning stated in the Agreement. 2. Effective Date. 'Section 1.11 of Exhibit to the Agreement is deleted in its entirety and replaced with the following; "L I L "Effective Date" means January 17,2017.1' 3. Payment Term. Section 2.01 of Exhibit B to the Agreement is -amended by deleting the first sentence thereof and replacing it with the following: "Subscriber shall pay each Bentley invoice for all Passports, Product licenses and services provided hereunder within forty -Eve (45) days from the ,date of such invoice." 4, Proprietary Information, Section 3.06(x) of P.xhibit B to the Agreement is amended by addittg after the last sentence thereof the following: "Notwithstanding the foregoing restrictions, Subscriber and its personnel may use and disclose any information to the extent required by the freedom of Information Act, the California Public Records Act, an order of a court of competentjurisdiohon, or as necessary to protect its interest in this Agreement." 5. Limited Warranty to Subscriber. Section 4.01 ofExhibit B to the Agreement is amended by insetting 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, eight to license Products to Subscriber .under the terms and conditions stated in the applicable license agreements, and (ii) that Products licensed to Subscriber de not infringe any third party's copyright, provided Subscriber uses the Products in accordance with the applicable license agreements and Document Aria Qo, 1 Pagel The tiiforrnalioa eonfaincel in this Antenotme nt isproprietan, ofSentler Systems, Incorporated aad is not to be disclosed to any third povti%a*houtZ}ewhlp's'er7iress pr for written consent: 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. CW2023388 CITY OF SANTA ANA � ��6gL AMENDMENTNO. I To 8wlnhAn9lnirosltrt'imnrn SELECT PROGRAM AGREEMENT Amendment, all other terms of the Agreement shall remain unchanged and in full force and effect. In the event of conflict between the teens of the Agreement and the terms of this Amendment, tile terms of this Amendmentshall control, 13. Headings. The headings used in this Amendment are for convenience of reference only shall not be, used to define the meaning of any provision. IN WITNESS WHEREOF, the parties represent and warrant that this Amendment is executed by duly authorized representatives of each party as set forth below: BENTLEY SYSTEMS, INCORP TED By: (� Name; Antonio lerardo CITY OF SANTA ANA By Name: --Idluu Iploue{, Title: V.P., Enterprise Subscription Team Title; Acting City Manager m Date: Date: 4 ATTEST: APPROVED AS TOgFORM BY: 11 J6fin Funk, Assistant City Attorney xres�(, ENLsE F APPROVAL BY: savpour, Executive Director Public Works Agency City of Santa Ana Page 3 of 3 Amendment No. I The information contained in this Atnendntent is proprie)to y ofEendey:Systems, Incorporated and is not to be disclosed to any third parly ivlthout Bentley's exprovs priorwnitten consent.