EXHIBIT 1

AMENDMENT NO. 1 TO CONTRACT NO. #32776

This amends Contract No. 32776 between the City of Portland, Oregon (“City”) and Murray, Smith and Associates, Inc. (“Consultant”) that was executed on January 4, 2000.

RECITALS:

1.  WHEREAS, the parties have agreed to the conditions set forth in the original agreement now desire to amend that Agreement, and

2.  WHEREAS, the original contract expired September 30, 2001, and was not extended due to administrative error. Both parties (Water Bureau and Murray, Smith and Associates, Inc.) considered the contract to remain in effect and desire to further extend the contract now.

MODIFICATIONS TO AGREEMENT:

(1)  In the first paragraph, “The City’s Project Manager for this contract is Elaine Kuehn.”

(2)  Under Effective Date and Duration, “This contract shall expire, unless otherwise terminated, on July 1, 2006.”

All other terms of Contract No. 32776 shall remain the same.

CONSULTANT: Murray, Smith and Associates, Inc.  

By:  ______________________________________

Name:    Philip H. Smith  

Title:    President  

Date:  _____________________________________

 Business License No. 2114-2501  

   Tax I.D. No. 93-0768555  

 CITY OF PORTLAND

_________________________________________

 Name:  Stan VandeBergh, P.E., Chief Engineer

     Bureau of Water Works

 Date: _____________________________________

 By: _______________________________________

 Name:    Dan Saltzman

 Title:    Office of Public Affairs

 Date: _______________________________

 By: _______________________________________

 Name:    Gary Blackmer

 Title:    Auditor of the City of Portland

 Date:_______________________________