SECOND AMENDMENT TO

OUTSIDE COUNSEL SERVICES AGREEMENT

BETWEEN GOLDFARB AND LIPMAN

AND THE CITY OF SUNNYVALE

          THIS SECOND AMENDMENT TO THE OUTSIDE COUNSEL SERVICES AGREEMENT BETWEEN GOLDFARB AND LIPMAN AND THE CITY OF SUNNYVALE (hereinafter “Second Amendment”) is entered into on __________________, 2005, by and between the Redevelopment Agency of the City of Sunnyvale (“Redevelopment Agency”), and Goldfarb and Lipman, LLP. 

          WHEREAS, on December 1, 2003, the parties entered into an Agreement for Outside Counsel Services (“Agreement”) to assist the Agency Counsel with matters pertaining to the redevelopment of downtown Sunnyvale and related real estate advice; and

          WHEREAS, the parties now desire to amend the Agreement so that services under the Agreement may be continued.

NOW THEREFORE, the Agreement dated December 1, 2003, between the CITY OF SUNNYVALE, a municipal corporation, and GOLDFARB AND LIPMAN is amended as follows:

          1.       For purposes of clarifying the contracting party, the Agreement is hereby amended by substituting the term “REDEVELOPMENT AGENCY OF THE CITY OF SUNNYVALE” in each instance where the term “CITY OF SUNNYVALE” occurs, and the term “Agency Counsel” in each instance where the term “City Attorney” occurs.

          2.       Section 2.0. is hereby amended to read:

                    2.0.    TIME OF PERFORMANCE.

          The term of this Agreement shall be from July 1, 2003 to June 30, 2006.

3.       Section 4.1 is hereby amended to read:

4.1     Compensation.

Fees for all legal services provided hereunder shall be charged in accordance with Exhibit “A” which is attached and incorporated by reference.  Exhibit “A” may be amended, from time to time, to alter fees and charges applicable hereto provided that a letter agreement is duly signed and approved by the City Attorney.  The total amount of fees and expenses shall not exceed $138,000.00.

          3.       Except as amended above, all other terms and conditions of the Agreement dated December 1, 2003, shall remain in effect.

          IN WITNESS WHEREOF, the parties have executed this Agreement.

                                                            CITY OF SUNNYVALE

                                                            REDEVELOPMENT AGENCY

                                                             By _____________________________________

                                                                  Joan A. Borger, Agency Counsel

                                                                                                    GOLDFARB AND LIPMAN

                                                             By _____________________________________

                                                                  Lee C. Rosenthal