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t , <br />D'AT= FEB 0 2 2011 THIRD AMENDMENT TO AGREEMENT <br />THIS THIRD AMENDMENT TO AGREEMENT, is entered into on December 20, <br />2010, by and between SOFTMASTER, INC, a California corporation (hereinafter <br />"Consultant"), and the City of Santa Ana, a charter city and municipal corporation <br />organized and existing under the Constitution and laws of the State of California <br />(hereinafter "City"). <br />RECITALS: <br />A-2010-250 <br />A. The parties entered into Agreement # A-2007-145, dated June 18, 2007, (hereinafter <br />s "said Agreement") by which Consultant has provided temporary technical personnel <br />to assist the City's Information Technology department with various projects and on a <br />consulting basis. <br />B. The parties executed Amendments dated October 6, 2008, and September 8, 2009, by <br />which the term was extended and compensation added to pay for services during the <br />extended term. <br />C. In accordance with the terms and conditions of said Agreement, the parties wish to <br />again extend the term of said Agreement and increase compensation to pay for <br />services during the extended term. <br />WHEREFORE, in consideration of the covenants contained in said Agreement, and <br />subject to all the terms and conditions of said Agreement, except those amended in this <br />Third Amendment to Agreement, the parties agree as follows: <br />Section 3, "Term", shall be deleted in its entirety and replaced with the following: <br />"The term of said Agreement shall commence July 1, 2007 and terminate on <br />expenditure of allocated funds, unless earlier terminated in accordance with <br />Section 13, below. The City shall have the option, at City's discretion, to renew <br />this Agreement for one (1) additional one-year period." <br />2. Section 4, "Compensation, shall be amended to increase total compensation by <br />$3,290,000.00, to pay for additional services provided during the extended term of said <br />Agreement. Said Section 4, shall read in full as follows: <br />"a. The City agrees to pay, and Consultant agrees to accept as total payment for <br />its services pursuant to this Agreement, the rates and charges set forth in Vendor's <br />Cost Proposal, attached to said Agreement as Exhibit B. Total compensation, <br />payable to any or all vendors for Temporary Technical Contract Service <br />Personnel, collectively, shall be increased by $3,290,000 to pay for services <br />during the extended term. Said total compensation shall be allocated among the <br />Vendors selected by the City, at the City's sole discretion.