DRAFT

FOURTH AMENDMENT TO CONSULTANT SERVICES AGREEMENT

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

FOR SERVICES RELATIVE TO THE DOWNTOWN REDEVELOPMENT PROJECT

          This Fourth 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, on November 19, 2003, the parties agreed to amend the Agreement by increasing the total compensation to an amount not-to-exceed Ninety Nine Thousand and no/100 Dollars ($99,000.00); and

          WHEREAS, on May 14, 2004, the parties agreed to amend the Agreement by increasing the total compensation to an amount not-to-exceed One Hundred Thirty Four Thousand and no/100 Dollars ($134,000.00); and

          WHEREAS, on October 1, 2004, the parties agreed to amend the Agreement by increasing the total compensation to an amount not-to-exceed One Hundred Fifty Nine Thousand and no/100 Dollars ($159,000.00); and

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

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

          Section 2.  Time for Performance - Delete the first sentence and replace it with the following:

          The term of this Agreement shall be  the date of Agreement execution  through June 30, 2006, unless otherwise terminated.

          Section 4.  Compensation - Replace the amended section 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 Two Hundred Nine Thousand and no/100 Dollars ($209,000.00).  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 Fourth Agreement Amendment.

ATTEST:

CITY OF SUNNYVALE ("CITY")

By _______________________________

By ______________________________________

City Clerk

                 City Manager

APPROVED AS TO FORM:

KEYSER MARSTON ASSOC., INC.( "CONSULTANT")

By ________________________________

By _______________________________________

                 City Attorney

Name/Title_______________________________

By _______________________________________

Name/Title_______________________________