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ORIGINAL FIRST AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF REDWOOD CITY AND MANAGEMENT PARTNERS, INC. This First Amendment to the Professional Services Agreement by and between the City of Redwood City ( "City ") and Man agement Partners, Inc. ( "Consultant ") for Interim Management Services ( "First Amendment ") is entered into as of the 5 day of-Jtme 2011, ( "Effective Date "), by and between City and Consultant. -6-b 5. Pe. RECITALS A. City and Consultant are parties to that certain Professional Services Agreement for Interim Management Services dated December 20, 2010 ( "Agreement "). Funding for services under the agreement will be exhausted on or before May 31, 2011 B. City wishes to continue the services of Management Partners, Inc. and Elaine Costello through July 29, 2011. C . In order to provide for continuation of services, City and Consultant now desire to enter into this First Amendment to provide for the additional services as described below. AGREEMENT NOW, THEREFORE, in consideration of the foregoing Recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby amend the Agreement as follows: 1. Time for Performance. The Agreement shall run through July 29, 2011, unless extended by the City Council or earlier terminated as set forth elsewhere in the Agreement. 2. Payment. Consultant will be paid as set forth in the Agreement for services rendered through July 29, 2011, at the cost of $13,000.00 per month. 3. Agreement in Effect. The parties acknowledge and agree that the Agreement, except as specifically amended by this First Amendment, remains unmodified and in full force and effect in accordance with its terms. 4. Counterpart Signatures. This First Amendment may be signed in multiple counterparts which, when signed by all parties, shall constitute a binding agreement. ATTY /AGR /2011 /AMENDMENTS /AMEND NO.1 MANAGEMENT PARTNERS 061411 1