Contract Amendment-Exhibit A

PORTLAND MALL REVITALIZATION PROJECT

PRELIMINARY ENGINEERING PHASE

SCOPE OF WORK

May 31, 2004-December 31, 2004

Background

Shiels Obletz Johnsen (SOJ) provided project management services for preparation of the Final Conceptual Design Report dated May 12, 2004 (FCDR) for the Portland Mall Revitalization Project (Project). The Report was approved by the Portland City Council on May 19, 2004. SOJ services related to preparation of the Final Report and related project management tasks were undertaken in accordance with the Phase III scope of work pursuant to Amendment No. 3 (dated March 25, 2004) to the original Contract dated February 21, 2003.

The City, TriMet and Metro have determined that SOJ should continue to assist the agencies by providing continuing project management services during the Preliminary Engineering (PE) phase which commenced in April 2004 and will continue until approximately December 31, 2004. These services are a follow-on to the services provided under the original contract between the City and Shiels Obletz Johnsen, Inc. and Amendments 1-3 thereto. This scope of work sets forth the tasks to be performed by SOJ during the PE phase of the Project.

Scope of Work

1.  Project Manager. Douglas Obletz will serve as the Project Manager for the Portland Mall Revitalization project during Preliminary Engineering Phase. Staff of Shiels Obletz Johnsen, Inc. and certain subconsultants will also provide the services necessary to undertake the scope of work outlined herein.

2.  Project Organization/Administration. Continue the following services:

a)  Manage the Project generally in accordance with the organization chart attached hereto as Exhibit “A”.

b)  Work with TriMet to establish a Project Schedule for PE phase with key tasks, products, target dates and decision points. Assure that the tasks are completed and required work products delivered in accordance with the schedule.

c)  Provide staff support for the Project Managers. Conduct a meeting approximately every two (2) weeks and provide a report to the City, TriMet and Metro Project Managers on the status of major project items and budget.

d)  Coordinate the work of the Project Team to assure the completion of tasks and the achievement of project milestones.

e)  Convene meetings of the Team Leaders weekly or as needed.

f)  Provide staff support for the Finance Team.

g)  Assist TriMet in selecting a consultant team for the PE Phase and in managing the contracts for design support.

3.  Community Involvement/Stakeholder Management. Continue the following services:

a)  In consultation with the Community Involvement Team and the Project Managers, provide lead staff support for the Project Steering Committee and limited staff support for the Community Advisory Committee (CAC).

b)  Attend meetings of neighborhood, business and general citizen groups as requested by the Community Involvement Team. This includes attendance at open houses and other community outreach activities.

c)  Assist in preparation for and participate in presentations to various City boards and commissions.

d)  Property Owner Database. Assist TriMet in the formulation of a property owner database. Establish and execute a “real-time” updating process for the database.

4.  Design and Construction

a)  Urban Design.

i.  Coordinate the work of the Design Advisor with the design and construction team.

ii.  Oversee the development of design recommendations for all above-ground project elements including, but not limited to, intersections, street trees, street lighting and bus/LRT shelters.

iii.  Urban Design Scope Document. Take lead responsibility for the preparation of a document summarizing an overall urban design direction for the project. This report needs to be completed in time for a report to the City Council in Fall 2004. Periodic updates will also be provided to the Mayor in advance of the presentation to the Council.

iv.  Public Arts Plan. Assist the City and TriMet in the preparation of a document summarizing the planned approach to the conservation, removal and relocation of existing public art on the Mall (including fountains) and the placement of new art. This task will require coordination with TriMet public arts efforts and the Regional Arts & Culture Council (RACC). However, since the existing art on the Mall is viewed as a public (i.e., City) resource of special interest to the Mayor and the City Council, SOJ will take on a leadership role with regard to this issue as the Project Manager for the Mall.

b)  Light Rail Station Design and Street Configuration.

i.  Coordinate evaluation of traffic circulation and transit operation issues.

ii.  Work with the Bureau of Planning and the Design Advisor to prepare recommendations for station design that are specific to the designated station locations and that are consistent with the “Station as Place” and “Urban Rooms” concepts as outlined in the FCDR.

c)  Shelter Design/Replacement of Existing Bus Shelters. Replacement of the existing transit shelters is a top priority of the business community and will be a condition of property owner support for the Local Improvement District (LID). As such, this is a critical issue that will require careful management. Take lead responsibility for developing a plan for consideration of a plan to replace the existing shelters. This plan will involve coordination of the following issues:

i.  Design

ii.  Cost

iii.  Public input

iv.  Requiring public reviews, e.g., Design Commission, City Council

d)  Construction. Continue oversight of the following:

i.  Budget. Work with TriMet and the City to refine the base project cost estimates and prepare a menu of additional items for consideration; prepare recommendations for the Steering Committee.

ii.  Construction Management. Participate in the preparation of a recommended construction staging plan; recommend construction contracting approach.

iii.  Assist the City and TriMet in the preparation of a recommended project management plan that establishes a management framework and allocation of responsibilities between and among the City, TriMet and third parties.

e)  Design and Scoping Issues Log.

i.  Prepare and maintain a Design and Scoping Issues Log. Use a relational database such as Microsoft Access^®.

ii.  Coordinate weekly updates by Friday of each week.

iii.  Arrange for distribution to team members on Mondays, including any custom sorts requested.

iv.  Provide bi-weekly status update at the Project Team Leaders Meeting.

5.  Transit Operations and Traffic Management.

a)  Coordinate preparation of a bus service concept plan, including spacing and service levels.

6.  EIS Process

a)  Continue to provide on-going support to the EIS Process.

7.  Development

a)  Provide services necessary to advance the development planning to a point where PDC can be encouraged to move forward with a specific development effort. In the interim, the outline of the development strategy contained in the FCDR needs to be fleshed out into a deliverable that can serve as a scope of work for PDC and/or a consultant brought on to develop the specific development strategy. Specifically, prepare a detailed scope of work to create and implement a Development Strategy. The scope of work will include these tasks:

i.  Identify opportunity sites.

ii.  Identify opportunities for enhanced ground floor uses through changes to the ground floor use of existing buildings and changes in the public space that complement those uses.

iii.  Identify incentives needed to encourage complementary development.

iv.  Develop outline proposals for incentive programs, e.g. low interest loans, SDC waivers.

v.  Develop an overall development financial plan.

vi.  Seek stakeholder support.

b)  In conjunction with the Development Strategy tasks described above, prepare an outline proposal for the renovation and reconstruction of selected public spaces. The designs must be complementary to the proposed ground floor uses. Include consideration of:

i.  Semi-permanent vending locations with utility services and demountable structures.

ii.  Renovated or new fountains and art.

iii.  Program space for small scale entertainment, art displays or markets.

iv.  Improved street furniture design and location.

v.  Addition of seasonal color through an improved signage program, flower pots and banners.

8.   Mall Management Strategy

a)  Mall Management Plan. Take the lead in developing a specific proposal for Mall Management that builds on the information outlined in the FCDR and emerging agreements with key stakeholders and public agencies. The deliverable will be a specific Mall management proposal that will be put in a form sufficient for review by the Project Managers, Steering Committee, City Council and key stakeholders.

b)  Undertake an evaluation of various alternatives for the entity to be used to execute the Mall Management Strategy. Options to be evaluated include, but are not limited to:

i.  A new IRC 501(c)(3) corporation similar to Pioneer Courthouse Square, Inc. with its own staff and contracting authority.

ii.  Formation of new IRC 501(c)(3) corporation that would subcontract with the Portland Business Alliance, Pioneer Courthouse Square, Inc. or another management entity to provide the services necessary to manage the Mall.

iii.  Formation of a community development corporation.

9.  Financial Tasks

a)  Assist the City and TriMet in updating the project financial strategy and work with TriMet, City, Metro and key stakeholders to identify funding opportunities and secure commitments.

b)  Coordinate with key stakeholders to assure that emerging design preferences encourage financial contributions to the project.

c)  Provide staff support for the Finance Team.

d)  Subcontract with and oversee work by Rhodes Consulting to provide the following services:

i.  Coordinate regular meetings of an inter-agency Finance Team consisting of representatives of the City, TriMet, Metro and PDC (and their respective consultants).

ii.  Prepare a “master agreement” between key participants and stakeholders in the project. The agreement will outline a series of ‘contingent relationships’ related to the design, funding construction and management of the Project.

iii.  Assist in developing and executing strategies for funding of the Project.

e)  Local Improvement District

i.  Undertake detailed analyses of options for creation of a local improvement district (LID) to fund up to $17 million in capital costs for the project. This analysis will include a review of options for assessment methods and district size.

ii.  Prepare a detailed database for the proposed LID, including property owner information and calculation of proposed assessment amounts. The City will cooperate by providing up-to-date property owner information from the Multnomah County Assessors Office.

iii.  Coordinate with key property owners and the Portland Business Alliance relative to reaching agreement on the size, amount and assessment methods to be used in creating the LID.

iv.  Prepare the LID petition to the Portland City Council.

v.  Coordinate the securing of signed petitions from property owners within the proposed LID.

vi.  Oversee the development and execution of a process to secure property owner support and City Council approval of the LID in accordance with PCC Title 17.08.

vii.  Coordinate with TriMet regarding the timing, amount and community relations aspects of forming the LID.

viii.  Engage a third-party consultant acceptable to the City to prepare a benefits analysis to support the assessment methods and boundaries of the LID.

Fee Estimate

The following fee summary is based upon a Phase III project duration commencing May 31, 2004 and terminating on December 31, 2004. The following are the estimated hours to complete the PE Phase Scope of Work by individual SOJ team members:

*The above fee estimate is an estimate and represents Maximum Compensation for PE Phase of the Project. Consultant may re-allocate fees and hours within the Maximum Compensation as necessary to accomplish the Scope of Work.

Exhibit “A”