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Amendment No. 1 to Bentley SELECT Program Agreement This Amendment ( "Amendment ") made between Bentley Systems, Incorporated, a Delaware corporation, with principal offices at 685 Stockton Drive, Exton, PA 19341 ( "Bentley "), and The City of Santa Ana, an entity having its principal office and place of business at 20 Civic Center Plaza M -21, Santa Ana, CA 92702 ("Subscriber "). WHEREAS, Bentley and Subscriber wish to amend the Bentley SELECT Program Agreement effective as of the Effective Date defined therein made between the parties (the "Original Agreement "); the Original Agreement as amended by this Amendment is hereinafter referred to as the "Agreement ", to allow Subscriber to continue to utilize the Subscription Licenses upon the terms and conditions set forth in this Agreement. This Agreement shall be effective on the same day the Original Agreement becomes effective. NOW THEREFORE, the parties hereby mutually agree as follows: 1. Proprietary Information. Section 3.06(c) of Exhibit B is hereby amended to read, in full, as follows: "Subscriber shall only use Proprietary Information in furtherance of this Agreement, and may disclose Proprietary Information only to those employees required to have knowledge of same to perform their duties pursuant to this Agreement. Subscriber shall not disclose or make Proprietary Information available to any third party at any time. Notwithstanding the foregoing restrictions, City 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 any court or as necessary to protect its interest in this Agreement, but in each case only after Bentley has been so notified and has had the opportunity, possible, to obtain reasonable protection for such information in connection with such disclosure." 2. Governing Law. Section 8.09 of Exhibit B of the Agreement is hereby deleted in its entirety and replace in its entirety with the following: "This Agreement shall be governed by, interpreted, and enforced in accordance with the laws of the State of California without regard to conflicts of law provisions. To the maximum extent permitted by applicable law, the parties agree that the provisions of the United Nations Convention on Contracts for the International Sale of Goods, as amended, and of the Uniform Computer Information Transactions Act, as it may have been or hereafter may be in effect in any jurisdiction, shall not apply to this Agreement ". 4. Arbitration. Section 8.10 of Exhibit B of the Agreement is hereby deleted in its entirety. Bentley 1/] 3/2011 2 5 G _3