DRAFT

AMENDMENT TO EXHIBIT E

The parties hereby agree to amend Exhibit E, Memorandum of Understanding dated January 26, 2001 between TriMet and Bureau of Water Works, and to incorporate the amended Memorandum into the Design and Construction Management Services agreement, as amended, between TriMet and the City of Portland, as follows:

With reference to and after paragraph 8.b in Exhibit E, insert subparagraph 8.b.1, which reads:

“BWW incurred actual in-house Project costs in the amount of $2,662,506.17. Prior to start of construction, BWW had estimated these costs at $1.9 million and had agreed to absorb their in-house Project costs, absent an additional funding request or remaining contingency at overall Project final completion. No additional funding request will be made. Subject to no remaining contingency at overall Project final completion and as full negotiated settlement for all BWW costs under this IGA agreement, the parties agree that TriMet will compensate BWW in the amount of $595,000 for its in-house Project costs. This amount is based upon the original agreed-upon ratio (ie, $1.9 million against $6.1 million initial construction bid plus $125,000 incurred as authorized changes, such as field orders, extra work, minor revisions and change orders), or 31%, applied to the increased construction price of $7.6 million (ie, 31% of $7.6m less $6.1m) plus $125,000 incurred as as noted above.”

With reference to paragraph 10 in Exhibit E, insert subparagraph 10.a, which reads:

“Because of local and federal budgetary constraints, TriMet confirms that it will not seek additional Project funding in excess of the original $350 million Project budget. Further, TriMet reaffirms that, in the event that Project contingency funds are not completely exhausted/expended at overall Project completion, TriMet will reimburse BWW for in-house costs that are eligible for reimbursement and to the extent that contingency funds are in fact available. TriMet’s latest cost-to-complete projection is that no contingency funds will be available. TriMet will provide BWW full access to project accounting records upon completion of the Project.”