PARSONS, BRINCKERHOFF, QUADE AND DOUGLAS, INC. aka PB AMERICAS, INC. 2C - 2008

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INSURANCE ON FILE ~ORK MAY PROCEED UNTIL INSURANCE EXPIRES /1- / -Of ~~f~:K ~A~U~C~ ZOOi o. pwA lTro-t-Rc (2) 1b v',d B'i oh d.ot, \, 0 A-2008-073 Iter') ~ e, THIRD AMENDMENT TO CONSULT ANT AGREEMENT WITH PB AMERICAS, INC. (formerlv known as PARSONS BRINK~RWOH8R'.N'c.t~ttot=1=) ~ THIS THIRD AMENDMENT (hereinafter "Third Amendment"), is made and entered into this~ day of May, 2008, b~eJ) W Americas, Inc., a New York corporation formerly known as Parsons I3 mihafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). > RECIT ALS A. The City entered into an Agreement with Consultant on January 17,2006, (hereinafter "the Agreement") to provide support services to complete the Santa Ana Transit Master Plan. The City and consultant amended the Agreement on or about February 5, 2007 and again on or about December 3,2007. B. City needs further support services to conduct the Metrolink extension studies that will meet the various Federal transit agencies' guidelines in order to complete Step One of the "Go Local Program" with the Orange County Transportation Authority. C. As one of the work products produced by Consultant pursuant to the revised scope of work which is incorporated by reference into the Agreement as amended (specifically Tasks 8 and 9 of Scope Services, Exhibit A to the Agreement, as amended), Consultant has prepared an approximately 5 minute audiovisual presentation promoting the "Go Local Program" (hereinafter "the Work"), which is the subject of this Third Amendment. D. The City has requested that Consultant include as music on the sound recording which is part of the Work, the song "Beautiful Day" written by Adam Clayton, David Evans, Paul David Hewson, and Laurence Mullen, as performed by the artists known as U2. The City has represented to Consultant that for valuable consideration the City has previously entered into a written license agreement with the American Society of Composers, Authors and Publishers ("ASCAP") pursuant to which the City has been granted performance rights to numerous songs, including inter alia the song "Beautiful Day." E. The parties hereto now desire to enter into this Third Amendment to clarify the terms and conditions under which said parties shall make use of the Work and to clarify the respective duties and responsibilities of the City and Consultant relative to the Work.