Exhibit 2

AMENDMENT NO. 1 TO SPECIAL DOWNTOWN SERVICES AGREEMENT

(AMENDMENT)

This Amendment is between the City of Portland, Oregon (City) and Association for Portland Progress (APP).

Agreed:

1. Effective and Termination Dates: This Amendment shall be effective beginning July 1, 2002. The termination date of this Amendment shall be no more than 184 days from the effective date, or December 31, 2002.

2.  Renewal: The initial term of this Amendment shall be one hundred and eighty four (184) days. This Amendment may be renewed, after the initial term, on a month-to-month basis up to an additional six (6) months through June 30, 2003. All additional renewals shall be at the City’s discretion as determined by the Director of the Bureau of General Services. The City shall notify APP, in writing, not less than thirty (30) days before the expiration of the original term or any renewal term of its intent to extend or terminate the Amendment at the completion of the then current term.

3.  Early Termination of The Initial Period: The City shall have the right to terminate the initial term outlined in this Amendment To The Agreement for Special Downtown Services earlier than 184 days if a new and longer term agreement for Special Downtown Services has been executed by the City and APP.

4.  The Director of the Bureau of General Services is authorized to issue renewals or terminate the amendment.

5.  Amendment Provisions: The provisions of this Amendment shall be substantially the same as the provisions of Agreement #51670, dated October 24, 2001 between the City and APP, except as modified as provided by this Amendment. Agreement #51670, is attached hereto as Exhibit 1.

6.  The City of Portland Estimated Costs for Special Downtown Services, attached hereto as Exhibit 2a, provides realistic monthly cost estimates for each service being provided. APP shall submit monthly invoices and appropriate back-up documents for actual costs incurred for payment by the City up to the maximum program amounts indicated in Exhibit 2a.

7.  APP is to merge its corporate entity into the newly formed Portland Business Alliance effective July 1, 2002. The responsibilities and roles of APP as outlined in contract #51670, dated October 24, 2001 and in this Amendment will be assigned to the new entity effective July 1, 2002. Such assignment is hereby agreed to by both parties.

CITY OF PORTLAND  ASSOCIATION FOR PORTLAND PROGRESS            

By: _______________________    By: _______________________

Title: ______________________    Title: ______________________

Date: ______________________    Date: ______________________

APPROVED AS TO FORM

_______________________

Deputy City Attorney