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=__~~O w June 15, 2006 Mr. James G. Ross, Exec. Director City of Santa Ana 20 Civic Center Plaza (M-30), P.O. Box 1988 Santa Ana, CA 92702-1988 Subject: A-2003-173 (the "Contract") Dear Mr. Ross: Parsons BAnckerhoN C°~` One Penn Plaza New York, NY 10119-0061 212-465-5000 Faz: 212-465-5096 As you may be aware, Parsons Brinckerhoff Quade & Douglas, Inc. ("PBQD") has recently announced its decision to sell PB Farradyne ("Farradyne"), its ITS division to Telvent Traffic North America Inc., a wholly owned subsidiary of Telvent GIT S.A. ("Telvent"). Telvent specializes in developing and supplying products and information technology services for real- time control and information management systems worldwide, with a major focus on traffic and transportation. Telvent shares are listed on the NASDAQ National Market, and in North America Telvent has offices in Houston TX, Baltimore MD, Fort Collins CO, and Calgary, Alberta. Upon closing of the transaction, Telvent will acquire all of the shares of PB Farradyne Inc. (the "Company"), and the Company will acquire all of the assets and contracts relating to the Business, including the Contract. The name of PB Farradyne Inc. will be changed to Telvent Farradyne Inc. ("Telvent Farradyne"). Both PBQD and Telvent consider City of Santa Ana to be an important customer, and both companies will take all steps to ensure that the transaction is completed with no disruption to the services being supplied under the Contract. In furtherance of the above, PBQD wishes to assign its rights under the Contract to Telvent Farradyne, and Telvent Farradyne wishes to assume PBQD's duties and obligations under the Contract. We hereby request that you consent to the assignment of the Contract to Telvent Farradyne by countersigning this letter and returning one copy in the addressed Fed Ex envelope enclosed for your convenience. Your Farradyne project manager is copied on this letter and will be available to work with you to secure your consent, which we would appreciate having by June 30, 2006 or as soon as practicable thereafter. During a transition period extending from the closing (which is anticipated to be on or about June 30, 2006) through the actual assignment (which may be different from the closing date) of the subject Contract, it may be necessary for PBQD to remain as the prime on the Contract and for Telvent Farradyne's employees to continue their work on your project under appropriate arrangements with PBQD. Third-party subcontracts will be assigned to Telvent Farradyne at the time the Contract is assigned. Ov®r a Century of >Fnyineeriny £xce!/enoa PB Agreement #: 18562