AMENDMENT TO CONSULTANT SERVICES AGREEMENT

BETWEEN THE CITY OF SUNNYVALE AND KEYSER MARSTON ASSOCIATES, INC.,

FOR ADVISORY SERVICES RELATIVE TO

THE DOWNTOWN REDEVELOPMENT PROJECT

          This Amendment to Consultant Services Agreement, dated _______________________, is by and between the CITY OF SUNNYVALE, a municipal corporation ("CITY"), and KEYSER MARSTON ASSOCIATES, INC., a California corporation ("CONSULTANT").

          WHEREAS, on July 1, 2003, the parties entered into an Agreement whereby CONSULTANT would provide marketing, financial, economic and disposition advisory services in relation to the Downtown Redevelopment Project; and

WHEREAS, the parties now agree that an Amendment to that Agreement is advisable;

          NOW, THEREFORE, THE PARTIES ENTER INTO THIS AGREEMENT AMENDMENT.

Section 4.  Compensation - Delete the original section and replace it with the following:

          CITY agrees to pay CONSULTANT at the rates set forth in Exhibit "B" attached and incorporated by reference.  Total compensation shall not exceed Ninety Nine Thousand and no/100 Dollars ($99,000.00).  CONSULTANT shall submit invoices to CITY to be paid in accord with the procedures set forth in Exhibit "B".

IN WITNESS WHEREOF, the parties have executed this Agreement Amendment.

ATTEST:

CITY OF SUNNYVALE ("CITY")

By ________________________________

By _____________________________

City Clerk

                 City Manager

APPROVED AS TO FORM:

KEYSER MARSTON ASSOCIATES, INC.  ("CONSULTANT")

By ____________________________

By _____________________________

City Attorney

________________________________

Name and Title

By _____________________________

________________________________

Name and Title