DRAFT

AMENDMENT TO CONSULTANT SERVICES AGREEMENT

BETWEEN THE CITY OF SUNNYVALE AND WAGSTAFF AND ASSOCIATES

FOR AN ENVIRONMENTAL IMPACT REPORT FOR THE SUNNYALE DOWNTOWN PROJECT

          This Amendment to Consultant Services Agreement, dated _______________, is by and between the CITY OF SUNNYVALE, a municipal corporation ("CITY") and WAGSTAFF AND ASSOCIATES ("CONSULTANT").

          WHEREAS, on July 24, 2002, CITY and CONSULTANT entered into a Consultant Services Agreement whereby CONSULTANT would prepare a Subsequent Environmental Impact Report (SEIR) for the proposed Sunnyvale Downtown Improvement Program Update; and

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

          NOW, THEREFORE, THE PARTIES ENTER INTO THIS AMENDMENT TO CONSULTANT SERVICES AGREEMENT:

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

          CITY agrees to pay CONSULTANT on a time and expenses basis in accordance with the rates specified in Exhibit "B" attached and incorporated by reference.  Total compensation shall not exceed One Hundred Five Thousand Six Hundred Fifty Nine and no/100 Dollars ($105,659.00).  CONSULTANT shall submit invoices to CITY to be paid in accord with the procedures set forth in Exhibit "B".

          All other terms and conditions remain unchanged.

          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:	WAGSTAFF AND ASSOCIATES ("CONSULTANT")
By	By
City Attorney	Name and Title