AMENDMENT NO. 1

Interstate Bridge- NE Oregon St. (I-5 Preservation)

Pacific Highway (I-5)

The State of Oregon, acting by and through its Department of Transportation, hereinafter referred to as ODOT, and City of Portland, hereinafter referred to as “CITY”, entered into Agreement No. 17,673 on November 22, 2000. Said Agreement covered a variety of construction improvements on the highway and on the accesses to the highway that included the construction of soundwalls and reconstructing landscaping due to soundwall construction.

It has now been determined by ODOT and CITY that the Agreement referenced above, although remaining in full force and effect, shall be amended by this Amendment No. 1 to add one soundwall, change the maintenance responsibilities for another soundwall on the Exhibit B maps which describes maintenance responsibilities for the soundwalls and update language. One soundwall was inadvertently left off the exhibit at the time of agreement approval, and the maintenance responsibilities for the second soundwall were described incorrectly. Therefore, with the execution of this Amendment No. 1, the above mentioned agreement shall be amended as follows:

Exhibits B shall be replaced in its entirety with Revised Exhibit B.

Paragraph 11 of City Obligations, Page 3, which reads:

“11. CITY shall, upon completion of the Project and at its own expense, be responsible for all maintenance of landscaping (new or old) located on CITY right-of-way; and responsible for all surface maintenance of soundwalls constructed on CITY right of way and/or all surface maintenance of the CITY’s side of soundwalls constructed along I-5 and further described in the attached sketch map attached hereto marked Exhibit ‘B’ and by this reference made a part hereof. ODOT shall remain responsible for the structural integrity of all soundwalls constructed as part of the Project, and all surface maintenance on the I-5 side of all the soundwalls constructed as part of this Project.”

Shall be amended to read:

“11. CITY shall, upon completion of the Project and at its own expense, be responsible for all maintenance of landscaping (new or old) located on CITY right-of-way; and responsible for all surface maintenance of soundwalls constructed on CITY right of way and/or all surface maintenance of the CITY’s side of soundwalls constructed along I-5 and further described in the attached sketch map attached hereto marked Revised Exhibit ‘B’, and by this reference made a part hereof. ODOT shall remain responsible for the structural integrity of all soundwalls constructed as part of the Project, and all surface maintenance on the I-5 side of all the soundwalls constructed as part of this Project.”

Paragraph 12 of City Obligations, Page 3, which reads:

“12. CITY, its consultants or subcontractors, if any, and all employers working under this agreement are subject employers under the Oregon Workers Compensation Law and shall comply with ORS 656.017, which requires them to provide workers’ compensation coverage for all their subject workers.”

Shall be amended to read:

“12. All employers, including CITY, that employ subject workers who work under this Agreement in the State of Oregon shall comply with ORS 656.017 and provide the required Workers’ Compensation coverage unless such employers are exempt under ORS 656.126. CITY shall ensure that each of its subcontractors complies with these requirements.”

Paragraph 14 of City Obligations, Page 4, which reads:

“14. CITY shall comply with all federal, state, and local laws, regulations, executive orders and ordinances applicable to the work under this Agreement, including, without limitation, the provisions of ORS 279.312, 279.314, 279.316, 279.320 and 279.555, which hereby are incorporated by reference. Without limiting the generality of the foregoing, CITY expressly agrees to comply with (i) Title VI of Civil Rights Act of 1964; (ii) Section V of the Rehabilitation Act of 1973; (iii) the Americans with Disabilities Act of 1990 and ORS 659.425; (iv) all regulations and administrative rules established pursuant to the foregoing laws; and (v) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations.”

Shall be amended to read:

14. CITY shall comply with all federal, state, and local laws, regulations, executive orders and ordinances applicable to the work under this Agreement, including, without limitation, the provisions of ORS 279.312, 279.314, 279.316, 279.320 and 279.555, which hereby are incorporated by reference. Without limiting the generality of the foregoing, CITY expressly agrees to comply with (i) Title VI of Civil Rights Act of 1964; (ii) Section V of the Rehabilitation Act of 1973; (iii) the Americans with Disabilities Act of 1990 and ORS 659A.142; (iv) all regulations and administrative rules established pursuant to the foregoing laws; and (v) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations.

Paragraph 16 of City Obligations shall be added and shall read as follows:

“16. Notwithstanding the foregoing defense obligations under Paragraph 15, neither CITY nor any attorney engaged by CITY shall defend any claim in the name of the State of Oregon or any agency of the State of Oregon, nor purport to act as legal representative of the State of Oregon or any of its agencies, without the prior written consent of the Oregon Attorney General. The State of Oregon may, at anytime at its election assume its own defense and settlement in the event that it determines that CITY is prohibited from defending the State of Oregon, or that CITY is not adequately defending the State of Oregon's interests, or that an important governmental principle is at issue or that it is in the best interests of the State of Oregon to do so. The State of Oregon reserves all rights to pursue any claims it may have against CITY if the State of Oregon elects to assume its own defense.”

Paragraph 2(c) of General Provisions, Page 5, which reads:

“2(c). If ODOT fails to receive funding, appropriations, limitations or other expenditure authority at levels sufficient to pay for the work provided in the agreement.”

Shall be amended to read:

“2(c). If ODOT fails to receive appropriations, limitations or other expenditure authority sufficient to allow ODOT, in the exercise of its reasonable administrative discretion, to continue to make payments for performance of this agreement.”

IN WITNESS WHEREOF, the parties hereto have set their hands and their seals as of the day and year hereinafter written.

The Oregon Transportation Commission on June 18, 2003, approved Delegation Order No. 2, which authorizes the Director to approve and execute agreements for day-to-day operations when the work is related to a project included in the Statewide Transportation Improvement Program or a line item in the biennial budget approved by the Commission.

On September 6, 2002, the Director of the Oregon Department of Transportation approved Subdelegation Order No. 2, in which the Director delegates authority to the Executive Deputy Director for Highways, to approve and execute agreements over $75,000 when the work is related to a project included in the Statewide Transportation Improvement Program, other system plans approved by the Commission, or in a line item in the approved biennial budget.