AGREEMENT FOR PROFESSIONAL, TECHNICAL, OR EXPERT SERVICES

EXHIBIT A

Statement of the Work & Schedule

The Contractor shall provide technical and design services associated with the preparation of plans and specifications and other design services as may be required for selected improvements under Phase II of the Dam 2 Tower Improvement Project. The plans and specifications prepared are to be completed in all respects, stamped by a professional engineer and ready for advertising and bidding. Additionally, the Contractor shall provide bidding, construction, and permitting support services for selected improvements under Phase III of the Dam 2 Tower Improvement Project. The scope of services, schedule, work products, compensation, assigned contractor staff and subcontracted work for each job shall be approved by the City’s Project Manager prior to commencement of work by the Contractor.

Payment Schedule

On or before the 15^th day of each month, the Contractor shall submit to the City a bill for the work performed during the proceeding month. The bill shall set out the amount of the labor cost by person; hours worked, and rate per hour, expenses directly attributable to the project, and mark-ups. Within thirty (30) days after receipt of the bill, provided the Project Manager has certified the payment as due, the City shall pay the amount certified to the Contractor. The Project Manager’s certification of a payment as due shall not prevent the Project Manager from later determining that the certification was in error. Interest at the rate of 1.5 percent per month shall be paid by the City on all past due amounts commencing 30 days after the receipt by the City of the invoice.

Compensation

A. The City shall pay the Contractor for work performed under this Agreement after the effective date as set out below. The payment shall be full compensation for work performed, for services rendered, and for all labor, materials, supplies, equipment and incidentals necessary to perform the work and services.

B. The City shall pay the Contractor on a time and materials basis in accordance with the Contractor’s rate schedule ant the Contractor’s subconsultants’ rate schedule, Hourly Rate Schedule, attached hereto. The work may consist of one or more projects, with compensation negotiated for specific work elements identified to be accomplished on a per project basis. The identified work elements and compensation for each project shall be detailed in Amendment(s) to this agreement.

The billed rates shall be the 3.12 Labor Multiplier times base salary hourly rates. The names, labor classifications, and 2002 billed rates for currently projected project staff are listed below. Additions to the project team will be billed at the above labor Multiplier times the individual(s)’ base salary hourly rates. Billed Rates for time of personnel include actual salaries paid to personnel for time engaged on services; benefit costs; overhead costs and profit. Rates for calendar year 2003 will be adjusted effective January 1, 2003 and yearly thereafter, based upon the Portland Area Consumer Price Index for urban consumers (CPI-U). Adjustment will be determined by comparing the CPI-U published the preceding August with the CPI-U for a year earlier, i.e. for January 1, 2003 adjustment, the August 2002 CPI-U will be compared to that of August 2001. Adjustment of hourly rates in subsequent years, over the duration of the contract, shall be made utilizing the CPI-U method described herein above. Adjusted rates shall apply to work performed after the effective date of the rate adjustment.

Billed Direct Costs will be compensated as follows:

Direct Costs - Costs which are directly applicable to the work other than labor including-

•  Incidental direct cost, such as personal computer, networks, routine reproductions, routine local and long distance communication expenses, and routine postage will be billed at a rate of $8.15 per direct labor hour. Overnight delivery, courier service and other incidental direct costs will be billed at actual cost plus 12% service charge to cover overhead and administration.

•  Traveling expenses, including, but not limited to, transportation, lodging, meals, and miscellaneous expenses will be billed at actual cost plus 12% service charge to cover overhead and administration. Mileage will be billed at $0.365 per mile or the federally-approved rate in effect at the time of work.

•  Approved third party (subcontracts) services including special consultants, will be at actual cost plus 12% service charge to cover overhead and administration.

•  Computer-Aided Design/Drafting Computers will be charged at the rate of $28 per usage hour.

BULL RUN DAM 2 TOWER IMPROVEMENTS PROJECT

MWH RATE SCHEDULE

The following are the current hourly billed rates, valid as of the date indicated hereinafter:

   2002 Hourly

Name  Labor Classifications  Billed Rates

 Engineering

Hayes, Stanley J.  Project Manager  163.92

Thompson, David P.  Senior Structural Engineer  154.48

Baughn, Steve L.  Senior Electrical Engineer  143.23

Le, Layne  Junior Electrical Engineer  81.00

Hammer, Mark A.  Staff Mechanical Engineer  130.22

Dreher, Ruark  Junior Mechanical Engineer  71.32

Downs, Michael  Designer*  97.56

Salton, Lisa  Senior Technician  76.32

Taylor, Brian  CADD Operator*  67.52

 Specialists

TBD  Project Control Specialist  ….

 Other

TBD  QA/QC Manager  ….

Reed, Charlotte  Project Administrative Support*  54.91

NOTES:  ^* Non-exempt personnel, who are paid 1.5 times their hourly rate for overtime work.

C. Provisions for additional compensation will be separately negotiated to pay for additional services. Compensation for this contract is not to exceed $300,000 unless specifically authorized by an amendment to this Agreement.

Compensation for additional services shall be determined at a later date, through amendment to this Agreement.