AMENDMENT NO. FIVE TO INTERAGENCY AGREEMENT

BETWEEN PORTLAND DEVELOPMENT COMMISSION

AND PORTLAND OFFICE OF TRANSPORTATION

This Amendment No. Five, by and between the Portland Development Commission and the Portland Office of Transportation amends that certain interagency agreement between the Portland Development Commission (“PDC”) and the Portland Office of Transportation (“Bureau”) dated July 15, 2002, as previously amended (the “Agreement”). A copy of the original Agreement is attached hereto.

Pursuant to Section II(7), the Agreement is hereby amended as follows:

1.  Section II Scope of Services shall have the following changes:

Amended Scope:

8) North Macadam URA: Harrison Street Connector Preliminary & Final Engineering Design; Further described in Attachment A-8, attached hereto.

Additional Scope:

23) Lents Town Center URA: Urban Design Plan; Further described in Attachment A-23, attached hereto.

2.  Section V Compensation / Allowable Costs Subsection A shall be replaced with the following language:

“The Portland Development Commission shall pay to the Portland Office of Transportation a sum not to exceed SEVEN MILLION TWO HUNDRED THIRTY THOUSAND ONE HUNDRED FIFTY TWO DOLLARS ($7,230,152) for accomplishment of the Work identified in Section II above.”

3.  All remaining provisions of the Agreement shall remain unchanged and in full force and effect.

CITY OF PORTLAND  PORTLAND DEVELOPMENT COMMISSION

By:            By:            

 Brant Williams, Director        Donald F. Mazziotti, Executive Director

 Portland Office of Transportation      Portland Development Commission

Date:            Date:            

APPROVED AS TO FORM:      APPROVED AS TO FORM:

City Attorney          Legal Counsel