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ASSIGNMENT AND CONSENT AGREEMENT <br />RECITALS <br />WHEREAS, the City of Santa Ana and AECOM USA, Inc., formerly known as <br />DMJM+HARRIS, Inc. executed an agreement for Professional Services related to the Santa Ana <br />First St. Bridge Project dated November 20, 2006; (the "Contract"); and <br />WHEREAS, DMJM+HARRIS, Inc., a New York corporation changed its corporate name <br />to AECOM USA, Inc., a New York corporation, ("Assignor") on or about November 3, 2009; <br />and <br />WHEREAS, Assignor wishes to assign the Contract to its parent company, AECOM <br />Technical Services, Inc., a California corporation, ("Assignee"), Tax Identification Number 95- <br />2661922; and <br />WHEREAS, the City of Santa Ana consents to the assignment of the Contract. <br />NOW, THEREFORE, for and in consideration of the mutual covenants herein contained <br />and other good and valuable consideration, the receipt and sufficiency of which is hereby <br />acknowledged, the parties agree as follows: <br />ASSIGNMENT <br />Assignor hereby assigns, transfers and conveys all of its rights, obligations, title, interest <br />and liabilities in and to the Contract to Assignee. Assignee hereby accepts such assignment and <br />assumes all of Assignor's rights, obligations, title, and liabilities in and to the Contract, whether <br />such rights, obligations, title, interest or liabilities arose before or after the date of this <br />Agreement. <br />CONSENT TO ASSIGNMENT <br />The City of Santa Ana hereby consents to the assignment of the Contract from Assignor <br />to Assignee and agrees to look solely to Assignee for the continued performance of the Contract. <br />Executed this day ofLA11, 2010. <br />Page 1 of 2 <br />