EXHIBIT A

HABITAT CONSERVATION PLAN AND NEPA ANALYSIS CONTRACT, PHASE 2A:

CH2M Hill, Inc.

Statement of Work

and

Payment Schedule

NEPA PUBLIC SCOPING AND HABITAT CONSERVATION PLAN INTERIM PRODUCTS

The City is planning to complete a Habitat Conservation Plan (HCP) in order to receive an Incidental Take Permit (ITP) from NOAA Fisheries and the U. S. Fish and Wildlife Service. The ITP will allow the City to operate its Bull Run Water Supply in compliance with the Endangered Species Act (ESA). The Contractor was selected for this work in May 2003. The work for the HCP and associated environmental documents will be completed in phases. Phase 1 of the project will be completed in August 2004.

The purpose of Phase 2A is to complete the public scoping which is required under the National Environmental Policy Act (NEPA) in support of Portland’s Environmental Impact Statement (EIS), which must be prepared to support the Habitat Conservation Plan (HCP) for its Bull Run Water Supply. Phase 2A will also be used to complete interim products to support the scoping process and help with HCP preparation.

In addition, a portion of the Phase 2A work will meet City obligations under the U. S. Fish and Wildlife Section 6 habitat conservation planning grant we received in 2003. The grant will reimburse the City for those services. . Those tasks are specifically identified in the following work scope description. In compliance with the grant terms, the City requires the consultant to abide by the terms of the grant agreement.

This agreement is for Phase 2A only. Authorization for implementation of subsequent phases is at the City’s sole option. Phase 2A is assumed to be completed by April 30, 2005 and is budgeted accordingly.

At least two additional project phases are envisioned: Phase 2B is expected to include preparation of the Draft HCP and EIS, and Phase 3 will include preparation of the final HCP and EIS. All phases of the project will be implemented by CH2M HILL, INC.

WORK TASKS

2.1 Formal Public Scoping for EIS

a.  Purpose: to undertake public scoping of the project as required by NEPA.

b.  Work Elements

(1)  Task Management: Manage subconsultants and assure communications among Consultant team members.

(2)  Plan of Study: A preliminary EIS Plan of Study was prepared during Phase 1. The plan briefly outlines the issues to be addressed in the EIS and the analytical methods to be applied. A Plan of Study gives stakeholders a better foundation of understanding from which to direct their comments. The Plan of Study will be further refined by the Consultant.

(3)  Prepare Notice of Intent (NOI): A preliminary NOI was prepared in Phase 1. Based on the Plan of Study, the Consultant will develop a summary project description and concise project purpose and need statement, identify the types of alternatives to be addressed, and prepare the revised draft NOI. The Consultant will participate in one meeting with the City to confirm the contents of the refined Plan of Study and revised draft NOI, before starting the public scoping process. The Consultant will submit the draft NOI to the lead federal agency. The lead federal agency will specify in the draft NOI the location(s), date(s), time(s), and purpose of public scoping meetings regarding the HCP/EIS. The Consultant will assist the lead federal agency with one iteration of finalizing the NOI. Consultant will prepare and maintain a composite electronic mailing list, and reproduce and distribute up to 130 copies of the NOI.

(4)  Internal/External Scoping Meetings: The Consultant will participate in three meetings with the City and lead federal agency to discuss the format, roles of participants, and contents of the scoping meeting(s). For one meeting, the Consultant will meet with City staff to prepare for meetings with the lead federal agency. Two other meetings with the City and the lead federal agency will focus on developing an approach to define the Purpose and Need for the proposed action and to frame preliminary alternatives for the EIS, on when and how drafts will be reviewed, procedures for identifying resolving issues, on the legal responsibilities of the consultant and the federal agencies vis-à-vis the National Environmental Policy Act (NEPA )process, and on logistics content of the scoping meetings. The Consultant (up to 3 staff) will prepare for and attend up to two public scoping meetings to be held during the public scoping period. Consultant will develop sign-in sheets, comment forms, agenda, PowerPoint slide show, and exhibits for the public scoping meetings. Consultant will tape record public comments at the scoping meeting and collect comment forms.

(5)  Scoping Report: Consultant will review public comments on the NOI and prepare a draft summary of key issues. Consultant will provide an electronic copy of the scoping report to the lead federal agency and the City. Consultant will meet once with City to formulate a plan to address comments. Consultant will complete the scoping report.

c.  Assumptions:

(1)  A preliminary draft Agreement in Principle will be available to the Consultant prior to beginning work on this task. The AIP will define type and range (in units) of conservation measures to be considered in the development of the HCP.

(2)  Internal meetings will be up to 6 hours each. The EIS task manager will attend four internal meetings: one with the City under task 3 and three under task 4 with the City and lead federal agency (one to discuss the NOI and Plan of Study and the other for discussion public meeting logistics). HCP task manager will attend up to three internal scoping preparation meetings via telephone.

(3)  Public scoping meetings will be on the same day or on consecutive days and will be within a 30-mile radius of Portland. Either the City or the lead federal agency will procure and manage the arrangements for the meeting locations.

(4)  The City and the lead federal agency will provide electronic lists of interested parties. The consultant team will prepare the composite electronic mailing list.

(5)  City will provide electronic maps and digital photos for inclusion in the scoping meeting slide show.

(6)  City will post the notice on its Web site and create a link to the text of the AIP.

(7)  The lead federal agency will submit the Notice of Intent for publication in the Federal Register, and will be responsible for preparing and disbursing newspaper advertisements and news releases, if these means are used to further announce the public scoping meetings.

d.  Products/Deliverables

(1)  Plan of Study (Refined Draft and Final)

(2)  NOI (Revised Draft and Final)

(3)  Scoping Report

(4)  Tape recordings of and comment forms from scoping meetings

(5)  Materials for scoping meeting(s)

e.  Schedule: see Exhibit A, Attachment 1

f.  Cost: see Exhibit A, Attachment 2

2.2  Grant Task - Video

a.  Purpose: Create a 10-15 minute video describing the Sandy River Basin habitat conditions and the improvement opportunities identified by SRBA partners. Prepare video storyboard. Filming of video will occur during the Fall 2004. Video will be edited and produced in this project phase. Video work will be done within the limits of the budget and consistent with the description provided in the Water Bureau’s USFWS Section 6 grant application.

b.  Work Elements: (1) Prepare a storyboard for a 10-15 minute video describing the Sandy River Basin habitat conditions and the preservation and improvement opportunities identified by the SRBA partners. A professional videographer and the EIS task manager will collaborate to prepare the storyboard. (2) SRBA partners will review the storyboard. Contractor will complete filming and audio to match the storyboard. The video will be edited and produced. A rough cut version will be shown to the SRBA partners. A final version will be completed incorporating partner comments. 25 copies of the video will be delivered to the City.

c.  Assumptions:

(1)  The storyboard will take into account the budget available for producing the video. Water Bureau will review first iteration of the storyboard. The final version will be prepared after review by the SRBA partners.

(2)  City will provide all supervision of the video subconsultant’s work.

(3)  Consultant technical staff will be available up to 8 hours to the videographer to provide input into the storyboard. Consultant will not provide any other work on this task.

(4)  The videographer will be selected by Consultant during Phase 1.

d.  Products/Deliverables: Draft and final storyboard for video and film footage. 25 copies of the final edited video.

e.  Schedule: See Exhibit A, Attachment 1.

f.  Cost: see Exhibit A, Attachment 2.

2.3  Grant Task - Basinwide Monitoring Strategy

a.  Purpose: Prepare a Basinwide Monitoring Strategy (for the Sandy River Basin) and a Draft Monitoring Strategy for the City’s HCP consistent with the description provided in the Water Bureau’s USFWS Section 6 grant application. The two monitoring strategy reports will emphasize biological monitoring efforts, but will also address habitat monitoring efforts.

b.  Work Elements: Consultant, under the direction of the SRBA partners, will prepare a Basinwide Monitoring Strategy relevant to the future implementation of monitoring activities for the Sandy River Basin. The Consultant will also prepare a Draft Monitoring Plan for the City’s HCP.

Basinwide Monitoring Strategy:

Through phone interviews with the partner organizations, key parameters, data collection, and data analysis aspects of the current monitoring activities will be summarized. Consultant will attempt to interview representatives of each of the SRBA partners. (2) The results of this work will be presented in a summary report on on-going basinwide monitoring activities. The report will be distributed for review and comment by the SRBA partners. The report will describe key parameters; data collection, management, and analysis options; and partnership opportunities for monitoring. (3) At the meeting, Consultant will facilitate a discussion with SRBA partners to design a framework monitoring strategy. The draft basinwide monitoring strategy report will also be discussed at the meeting. (4) Consultant will then revise the draft as directed by the partners into a final report. The final report will summarize the inventory of on-going efforts and describe a framework for future monitoring efforts.

City’s HCP Monitoring Strategy:

Consultant will review the Agreement in Principle, conservation measures, adaptive management data, and other sources of information pertinent to the City’s HCP to develop a draft HCP Monitoring Strategy. Consultant will prepare a preliminary draft for the City’s review. A final draft report will be prepared that incorporates City comments.

c.  Assumptions:

Basinwide Monitoring Strategy

(1)  The Draft Basinwide Strategy Report will summarize the inventory of on-going basinwide monitoring activities and describe a framework for future monitoring efforts.

(2)  The report will be a concise document of about 10-20 pages in length.

(3) R2 Resource Consultant’s technical staff will spend up to 196 hours to complete the Basinwide Monitoring Strategy Report. The specific allocation of hours is indicated in Exhibit A, Attachment 2.

(4)If the recommended changes by the partners to the draft conflict, the City will provide Consultant with a single set of recommended changes.

City’s HCP Monitoring Strategy

(1)  The report will be approximately 10-20 pages in length.

(2)  R2 Resource Consultants’ technical staff will spend up to 88 hours to complete the City’s HCP Monitoring Strategy Report.

d.  Products/Deliverables: Basinwide Monitoring Strategy Report: Concise summary of on-going monitoring activities in the Sandy River Watershed and framework for future monitoring activities (20 hard copies of one draft and one final). City’s HCP Monitoring Strategy Report: Concise summary of proposed monitoring activities based on the Agreement in Principle with the SRBA partners (5 hard copies of one preliminary draft and one final draft).

e.  Schedule: See Exhibit A, Attachment 1.

f.  Cost: see Exhibit A, Attachment 2.

2.4  Grant Task - EDT Modeling, Geographic Information System (GIS) Products, and Data Base Development

a.  Purpose: Conduct EDT modeling and improve EDT and GIS databases consistent with the description provided in the City’s USFWS Section 6 grant application. EDT and GIS products will be used directly for the Baseline Conditions report, NEPA scoping meetings, and the interim HCP products.

b.  Work Elements:

(1)  EDT Update and Documentation. Mobrand will document the EDT process and the data used to create the EDT model and subsequent analysis. Specifically, Mobrand staff will be responsible for completing the following tasks:

a)  Finalizing the level-2 input data set for the Sandy River Basin. The majority of this work was completed as part of previous tasks. However, the data set is continuing to improve and those changes will need to be entered in the Sandy River database.

b)  Complete EDT model runs as directed by City staff to assist with the City’s HCP and support the development of a Sandy River Basinwide Restoration Strategy.

(2)  GIS Products.

a)  Work under this task consists of modifying draft maps to create final maps for the Sandy River Basin Characterization (Task 6), creating new maps for the characterization report, preparing large-format maps for use in Public Scoping meetings (Task 1) and managing and maintaining the existing GIS database for the project.

c.  Assumptions:

Mobrand Biometrics

(1)  Mobrand staff will attend up to 2-meetings with City staff to review all data inputs for the Bull Run reaches. The database will be kept up to date for the duration of Phase 2A.

(2)  Mobrand Biometrics will attend up to three meetings of the SRBA partners or technical committee to present the results of EDT analyses.

(3)  City will provide all supervision of Mobrand.

(4)  Four EDT model runs will be required for the City’s HCP and two additional model runs will be needed to support the Sandy River Basinwide Restoration Strategy.

Ecotrust and Consultant

(1)  Ecotrust will maintain the exportable database of spatial information that was developed in Phase I, including the ArcMap projects associated with the final maps, and catalog new spatial data imported from the City. Ecotrust will provide the City with: 1) copies of the ESRI GIS databases in the same file format (geodatabases, shapefiles, or coverages) that were used to general draft and/or final ArcMap products, and 2) the ArcMap MXD GIS databases and ArcMap MXD files at the conclusion of the contract phase. Metadata is not required for delivery of interim databases and MXD files.

(2)  Ecotrust will develop up to 4 new maps for the Sandy River Basin Characterization Report and up to 2 new maps for NEPA public scoping. These maps may also be used in further development of the Habitat Conservation Plan and basin-wide recovery strategy discussions with the SRBA partners. The additional maps will use existing project base mapping, and data themes will be derived from spatial data in the existing exportable database. However, the maps for NEPA scoping presentations may involve inputting minor amounts of new data.

(3) Ecotrust will modify existing characterization report maps to produce final copies.

(5)   Ecotrust will plot hardcopies of maps for use in the public scoping meeting(s).

(6)  Consultant time needed to supervise Ecotrust work will not exceed 8 hours.

(7)  One Ecotrust staff will attend up to three 2-hour meetings with the City.

d.  Products/Deliverables:

Mobrand Biometrics

(1)  Mobrand Biometrics staff will complete a technical memo for the City that documents any changes in methods, assumptions and new results of all EDT Model runs. The Level 2 and Level 3 data sets will be provided either as an ACCESS database, or will be stored on the web, through the Northwest Power and Conservation Council EDT website.

(2)  EDT (1 per species) runs by Mobrand. It is assumed that changes to the level 2 data set will be minor in nature. A new budget would be submitted for conducting model runs that require major modifications of the Stream Reach Editor or Scenario Builder.

Ecotrust

(1)  Exportable electronic spatial database.

(2)  Up to 4 new maps for the Characterization Report and two new map themes for NEPA scoping presentations.

(3)  Electronic and hardcopy maps revised from Phase 1 for use in the Baseline Conditions Report.

(4)  Up to four display-sized maps for use in public meetings mounted on foamcore.

2.5  Sandy River Basin Atlas

a. Purpose: create an atlas of key GIS information for use by SRBA partners.

b. Work Elements:

Ecotrust will create an on-line Arc IMS-type Atlas of key portions of the GIS information, EDT results, and associated databases for the Sandy river Basin.

c.  Assumptions:

Ecotrust will create an on-line Arc IMS-type atlas.

d.  Products/Deliverables:

An on-line Arc IMS Atlas for the Sandy River Basin.

e.  Schedule: see Exhibit A, Attachment 1

f.  Cost: see Exhibit A, Attachment 2

2.6 Habitat Conservation Plan: Interim Products to Support NEPA Scoping and HCP Preparation

a.  Purpose: to support the City’s preliminary agreement with the SRBA stakeholders regarding the HCP commitments. There are four work elements for this task. They include: 1) negotiation and facilitation assistance, 2) adaptive management and monitoring framework, 3) covered activities documentation, and 4) preparation of selected sections of the draft HCP.

b.  Work Elements

(1)  SRBA Negotiation and Facilitation: Tim Thompson will continue to serve as a facilitator for the development of the Agreement in Principle. He will negotiate key points of disagreement among the parties and attempt to achieve a mutually satisfactory resolution. Tim will be the key liaison between the SRBA members and the Water Bureau. He will maintain the confidentiality of his conversations with the parties, revealing to others only what he is authorized to reveal.

(2)  Adaptive Management and Monitoring Framework: The City has proposed fish habitat conservation measures that have some level of uncertainty regarding whether the measures can be implemented successfully. The Contractor will work with the City staff to develop an adaptive management and monitoring plan that details how the City will address this uncertainty for the SRBA stakeholders.

(3)  Documentation of Covered Species, Activities and Lands: The Contractor will facilitate decisions on covered species, activities and lands to be included in the HCP/EIS. In preparation of the public scoping meetings, Consultant will converse or meet with the Water Bureau to identify and discuss candidate activities to be covered in the HCP. Contractor will prepare a summation of the covered species, activities and lands suitable for distributing to the public.

(4)  Preparation of Draft HCP Sections: The Contractor will prepare preliminary Draft HCP sections describing general environmental conditions in the Sandy River basin, ongoing City operations and activities in the basin, and the alternatives to the proposed incidental take. The Contractor will also provide a detailed outline of the HCP section on the biology and status of the covered species.

c.  Assumptions

(1)  Tim Thompson will spend up to 25 hours of total time for attendance of SRBA partners’ meetings and preparation time outside of the meetings. He will attend 1-2 meetings from September to April 30, 2005, or participate by phone. Total cost for Tim Thompson’s services shall not exceed $6,375.

(2)  Consultant’s HCP Task Manager will attend up to one meeting of the SRBA partners.

(3)  Consultant’s technical staff will spend up to 24 hours in providing technical analysis in support of the AIP. The need for technical support of the AIP is expected to be limited in Phase 2A.

(4)  Consultant’s HCP Task Manager will spend up to 16 hours assisting the City with the preparation of an adaptive management and monitoring framework.

(5)  Consultant’s HCP Task Manager will spend up to 16 hours preparing a summation of the covered species, activities and lands suitable for distribution to the public, including attendance at up to one meeting with the City. Consultant’s technical staff will spend up to 24 hours providing input to the selection of covered species, activities, and lands.

(6)  Consultant’s HCP Task Manager will spend up to 42 hours preparing a Draft Conservation Measures section for the HCP. Consultant will prepare a Preliminary Draft for City review. The final Draft Conservation Measures section will incorporate the City’s comments.

(7)  Consultant’s technical staff will spend up to 20 hours summarizing pertinent information from the Sandy River Basin Characterization Final Report into a Draft HCP section describing the basin.

(8)  Consultant’s technical staff will spend up to 16 hours working with the City and reviewing existing information to identify City ownership, structures and operations in the basin, and up to 24 hours preparing a Draft HCP section describing those activities.

(9)  Consultant’s technical staff (R2) will spend up to 48 hours reviewing existing information and preparing a detailed outline for the Draft HCP section on the biology and status of the covered species in the Sandy River basin.

(10)  Consultant’s HCP Task Manager and EIS Task Manager will spend up to 10 hours each summarizing prior HCP/EIS alternatives discussions and developing potential themes for four alternatives. The themes will be used to develop a Draft HCP section on alternatives, and can be used to inform the public and solicit comments during NEPA scoping.

g.  Products/Deliverables

(1)  Memoranda describing decisions made in SRBA negotiations.

(2)  Summary memorandum of covered species, activities, and lands suitable for distribution to the public.

(3)   Written reports and verbal presentations of technical issues to SRBA as requested within the budget limits.

(4)   Draft HCP sections on general environmental conditions in the Sandy River basin, City operations in the Sandy River basin, and the alternatives to the proposed incidental take. Also, a detailed outline of the HCP section on the biology and status of the covered species in the Sandy River basin.

h.  Schedule: see Exhibit A, Attachment 1

i.  Cost: see Exhibit A, Attachment 2

2.7 Intergovernmental Coordination

a. Purpose: to support the SRBA partners in preliminary work toward the development of a basinwide restoration strategy.

b. Work Elements

Tim Thompson will assist the SRBA partners in preliminary work toward the development of a basinwide restoration strategy. The strategy work builds on the previous investments in basinwide habitat characterization and EDT database and model development complete in Phase 1 of this project.

c.  Assumptions

Tim Thompson will spend up to 25 hours of total time for attendance of SRBA partners’ meetings and preparation time outside of the meetings. Total cost for Tim Thompson’s services shall not exceed $6,375.

d. Schedule: see Exhibit A, Attachment 1

e. Cost: see Exhibit A, Attachment 2

2.8 Sandy River Basin Characterization Final Report

A draft baseline conditions report (called the Sandy River Basin Characterization Report) was created in Phase 1. A final report will be prepared that reflects comments from other SRBA partners.

a.  Purpose: to define the existing conditions of the Sandy River Basin, consistent with the description provided in the Water Bureau’s USFWS Section 6 grant application.

b.  Work Elements

(1)  Task Management: Manage subconsultants and assure communications among the consultant team.

(2)  Prepare Final Characterization Report. Consultant will prepare a preliminary final baseline conditions report for Water Bureau review and comment that incorporates comments on the draft report from SRBA partners. After receiving comments, Consultant will prepare a final, camera-ready version of the report.

c.  Assumptions:

(1)  A final Characterization Report of 100-150 pages in length.

(2)  If SRBA or City comments on the draft conflict or differ significantly, City will provide Consultant with a single revision.

(3)  The work required to make revisions to the report will not exceed the hours detailed in the budget.

d.  Products/Deliverables

(1)  Preliminary Final Characterization Report (20 hard copies and one electronic copy)

(2)  Final Characterization Report (20 hard copies and electronic copy)

e.  Schedule: see Exhibit A, Attachment 1

f.  Cost: see Exhibit A, Attachment 2

2.9 Project Management

a.  Purpose: Manage the project. There will be 4 manager roles on the Consultant team. The Project Manager (Bill Blosser) will have overall responsibility to assure the successful completion of the project, but he will delegate as much responsibility as possible to the other managers and will minimize as much as possible his day-to-day involvement in project details. Steve Mader will be EIS Task Manager for the Phase 2A public scoping. Marty Vaughn will be the HCP Task Manager. He will take the lead on the preparation of the HCP document, and will assist in developing conservation measures that satisfy the requirements of the ESA. Ron Campbell of R2 Resource Consultants will be the Fisheries Task Manager and will lead the Basinwide Monitoring Strategy task and the HCP Monitoring Plan task. The task mangers will have overall responsibility to manage their respective activities and to coordinate between themselves.

b.  Work Elements

(1)  Develop health and safety, change management, communications, close-out, records management, and work plans.

(2)  Prepare project instructions for the team. Administer project accounting controls. Prepare monthly invoice and progress report. The progress report will include a narrative of work completed, issues that arose during the month and how they were handled, unresolved issues, and a status report on budget versus actual expenditures. General administration.

(3)  Coordinate consultant team; oversee quality assurance/quality control of deliverables. Manage subconsultant procurement and management.

(4)  Monthly Project Status Meetings: The project manager will meet with task leaders monthly to report on project status; discuss resolution of issues.

c.  Assumptions:

(1)  Project Manager will be assisted by an assigned project controls specialist who will monitor expenditures on a weekly basis and work with the project manager and staff to resolve budget issues, and by a project assistant who will prepare monthly status reports and billings.

(2)  The work in b above is limited as per budget assigned to it.

d.  Products/Deliverables

(1)  Monthly invoice and narrative project status report for each task.

(2)  Subconsultant contracts

e.  Schedule: see Exhibit A, Attachment 1

f.  Cost: see Exhibit A, Attachment 2

OTHER CONTRACT CONDITIONS

For each task identified under this contract, the Contractor will commence work only after the Contractor has provided the City with a detailed written scope of work, a schedule for task completion, and a not-to-exceed cost estimate for the identified task, and the City’s contract manager has approved the scope of work, schedule and cost estimate in writing, and given written authorization to the Contractor to proceed with the assigned task. Each separate item of work assigned shall be given a unique task number by the Contractor for project tracking and billing purposes.

Contingency/Additional Services

The City may also request additional work not specifically covered by approved work plans. At the discretion of the City, this work may be conducted either on a time and materials basis, or on a pre-approved lump-sum basis. The Contractor shall complete these tasks according to a schedule agreed upon in writing by the Contractor and the City. Monthly activity reports which include a summary of activity for each employee of the Contractor or Subcontractor who worked on the project, number of hours worked by employee and by date for each task, and expenses, shall be submitted to the City by the Contractor for all tasks not specifically covered by approved work plans (see also Progress Reports, below).

City Responsibilities And Personnel

To assist the Contractor in carrying out its obligations under this contract, the City will provide the following to the Contractor:

•  Copies of relevant reports, data and models on file at the Water Bureau’s office,

•  Review and comment on all draft deliverables,

•  Day-to-day project management logistics, including periodic meetings with the contractor’s project manager and/or other key project staff.

The following city staff may assign project work tasks, review consultant progress and deliverables, and review and approve Contractor invoices for specific tasks:

Steve Kucas (Contract Project Manager)

Janet Senior (Project Task Manager)

Rosemary Menard (Project Director in Charge)

Other City Project Task Managers may be assigned.

The Contract Project Manager will manage all work tasks unless other city staff are assigned to them. Detailed work tasks for most Phase 2A activities have been described above. Additional work tasks may be developed as this project progresses.

Contractor’s Staff

The Contractor shall assign personnel from its own staff or its subcontractors’ staff to do work in the capacities designated, and at the rates identified, in Attachment 3. The Contractor shall not change the Project Manager (Bill Blosser), the EIS Task Manager (Steve Mader), the HCP Task Manager (Marty Vaughn), the Fisheries Task Manager (Ron Campbell), or assign personnel to replace Tim Thompson, Kevin Malone, or Dave Parkinson, without consent of the City. The Contractor may not change personnel billing rates without the written consent of the City, which consent shall not be unreasonably withheld. The billing rates for key personnel have been established during Phase 1 of this project and those rates are reflected in the most current invoices received by the City in June 2004. Those staff rates will be in effect for Phase 2A of this project. Staff who are not identified in Attachment 3 may be used for tasks assigned under this contract. In cases where non-listed staff utilization is deemed significant by City or Contractor, Contractor shall request in writing pre-approval by the City for the proposed project staffing, describing the nature of and reason for the proposed assignment(s), and the proposed staff billing rate(s).

Compensation, Billing and Payment Procedure

The City shall pay the Contractor for work performed under this Agreement after the effective date as set out above. 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 or provide the services authorized under this agreement.

Total compensation for Phase 2A of this project under this agreement, including any allowable expenses, shall not exceed $ 278,608. The costs of subsequent phases of this project will be reviewed and approved by the City, and contract amendments will be developed for those services. The City shall compensate the contractor per assigned phase work task based on time-related charges plus direct expenses, based on pre-authorized not-to-exceed amounts for each work task, as described above. Allowable charges and rates are described below.

The City, via the City’s Contract Project Manager, reserves the right to re-allocate task work items and costs between tasks. The City will work with the Contractor to identify necessary work scope and budget changes within the not-to-exceed total amount of this contract for the Phase 2A overall project budget.

The Contractor shall provide billing statements to the City’s Contract Project Manager on a monthly basis. Billing statements shall itemize costs by task, including hours worked per employee, date(s) of work performed, itemized receipts for all claimed expenses, and a brief description of the work performed (see Monthly Progress Reports, below). The City shall pay the contractor within 30 days of receipt and approval of the billing statement.

Allowable Charges and Rates

The City will approve multipliers of not more than 3.1 to be applied to direct labor costs. The multiplier shall include fringe benefits, payroll bonuses, autos and other perks, telecommunications, facsimile services, overhead expenses including but not limited to local and long distance telephone, parking, delivery/courier, general business and professional liability insurance, advertising costs, postage, leasing of office equipment, travel costs with a 50 mile radius of the City of Portland, information technology (including computer time and CAD services and other related highly specialized equipment), all other direct costs not identified as reimbursable, other indirect costs and profit.

Labor: Contractor’s staff time shall be billed to the City at the hourly rates listed in Attachment 3 to Appendix A. Billing rates for Contractor’s staff not listed in Attachment 3 to Exhibit A shall be at rates mutually agreed to between the City and the Contractor in task-specific work plans (see also Contractor’s Staff, above). The hourly rates in Attachment 3 may be increased by a maximum of 3% once per calendar year starting from the date of the notice to proceed. If a new schedule of rates is requested, consultant will present a listing of project staff with proposed new rates for Bureau review and approval in writing at least 30 days prior to the proposed date the new rates would take effect.

Subconsultants and Subcontractors: Subconsultant and subcontractor costs shall be billed to the City at purchase price (cost) plus an amount not to exceed 5%.

Direct Costs: Including, but not limited to, purchase of project-specific field equipment, hardware and/or software (which subsequently becomes the property of the City); lease or rental of project-specific field equipment from outside suppliers; expendable (non-reusable) field equipment; photocopying and report reproduction services; delivery services; and travel and communications costs associated with task-specific field work or direct interactions with Bureau staff. Direct costs shall be billed to the City at purchase, lease or rental price (cost).

Contractor-Owned or Leased Vehicles: Contractor-owned or leased vehicles shall be billed to the City at a mileage rate of $0.37 per mile when used to perform task-specific work. No other charges associated with the use of Contractor-owned or leased vehicles shall be billed to the City.

Indirect Costs: Including, but not limited to, Contractor-owned or leased office equipment such as computer hardware and software, CADD hardware and software, printers, plotters, photocopiers, desk phones, cellular phones and fax machines; Contractor-owned or leased durable (reusable) non-electronic field and safety equipment; Contractor interoffice travel and communication costs; training; rent; insurance; bookkeeping and other incidental or internal overhead costs. These indirect costs are herein considered to be covered in Contractor’s hourly labor rates and shall not be billed as separate itemized charges to the City.

Monthly Progress Reports

The Contractor shall provide brief monthly progress reports to the City’s Project Manager with the monthly billing statement, for each month in which billable activities are performed by the Contractor. The progress reports should be provided to the City by the 15^th day of the month following the project activities. Each progress report shall contain the following information:

•  A narrative description of activities conducted since the last progress report, including a summary of activity for each employee of the Contractor or Subcontractor who worked on the project,

•  Number of hours worked by employee and by date for each task,

•  Itemized direct expenses, including documentation of all subcontractor utilization for the previous month and total for the contract, with summaries for each M/W/ESB subcontractor, and

•  Attached to the progress report will be a copy of the monthly bill prepared pursuant to this section of the agreement.

•  Invoices will be structured to enable reimbursement to the City from USFWS under the Section 6 grant (as administered by the Oregon Department of Fish and Wildlife).

Notice

Any notice provided for under this Agreement shall be sufficient if in writing and delivered personally to the following addressee or deposited in the United States Mail, postage prepaid, certified mail, return receipt requested, addressed as follows, or to such other address as the receiving party hereafter shall specify in writing:

If to the City:  City of Portland

         Bureau of Water Works

         Attn: Steve Kucas

         1120 SW 5^th Avenue Suite 600

         Portland, Oregon 97204

     If to the Contractor:  Bill Blosser

         CH2M Hill

         825 NE Multnomah Suite 1300

         Portland, OR 97232

EXHIBIT A

ATTACHMENT 3

2004 Consultant Team Rates

Except as limited by other provisions of this Agreement, the City may allow the Contractor to substitute other suitable staff for those listed.

Rates for CH2M Hill personnel are rounded and will vary slightly from these rates. Rates for position classifications may not change during 2004. Rates for CH2M HILL staff individuals will be billed at the actual 2004 raw salary times a multiplier of 3.1, except that the rate for the Project Manager and Senior Consultant shall not exceed the maximum rate shown. Rates for subconsultants are actual rates, except for those listed as ‘fixed fee’.

EXHIBIT B

INDEPENDENT CONTRACTOR CERTIFICATION STATEMENT

SECTION A

CONTRACTOR CERTIFICATION I, undersigned, am authorized to act on behalf of entity designated below, hereby certify that entity has current Workers' Compensation Insurance.

 Signature_________________________________ Date_________________________ Entity_______________________

SECTION B

ORS 670.600 Independent contractor; standards. As used in various provisions of ORS Chapters 316, 656, 657, and 701, an individual or business entity that performs labor or services for remuneration shall be considered to perform the labor or services as an "independent contractor" if the standards of this section are met. The contracted work meets the following standards:

1.  The individual or business entity providing the labor or services is free from direction and control over the means and manner of providing the labor or services, subject only to the right of the person for whom the labor or services are provided to specify the desired results;

2.  The individual or business entity providing labor or services is responsible for obtaining all assumed business registrations or professional occupation licenses required by state law or local government ordinances for the individual or business entity to conduct the business;

3.  The individual or business entity providing labor or services furnishes the tools or equipment necessary for performance of the contracted labor or services;

4.  The individual or business entity providing labor or services has the authority to hire and fire employees to perform the labor or services;

5.  Payment for the labor or services is made upon completion of the performance of specific portions of the project or is made on the basis of an annual or periodic retainer.

 ____________________________________________________________________  ____________________________

 Project Manager Signature              Date

_____________________________________________________________________________________________________________________

SECTION C

Independent contractor certifies he/she meets the following standards:

1.  The individual or business entity providing labor or services is registered under ORS Chapter 701, if the individual or business entity provides labor or services for which such registration is required;

2.  Federal and state income tax returns in the name of the business or a business Schedule C or form Schedule F as part of the personal income tax return were filed for the previous year if the individual or business entity performed labor or services as an independent contractor in the previous year; and

3.  The individual or business entity represents to the public that the labor or services are to be provided by an independently established business. Except when an individual or business entity files a Schedule F as part of the personal income tax returns and the individual or business entity performs farm labor or services that are reportable on Schedule C, an individual or business entity is considered to be engaged in an independently established business when four or more of the following circumstances exist. Contractor check four or more of the following:

_____  A.  The labor or services are primarily carried out at a location that is separate from the residence of an individual who performs the labor or services, or are primarily carried out in a specific portion of the residence, which portion is set aside as the location of the business;

_____  B.  Commercial advertising or business cards as is customary in operating similar businesses are purchased for the business, or the individual or business entity has a trade association membership;

_____  C.  Telephone listing and service are used for the business that is separate from the personal residence listing and service used by an individual who performs the labor or services;

_____  D.  Labor or services are performed only pursuant to written contracts;

_____  E.  Labor or services are performed for two or more different persons within a period of one year; or

_____  F.  The individual or business entity assumes financial responsibility for defective workmanship or for service not provided as evidenced by the ownership of performance bonds, warranties, errors and omission insurance or liability insurance relating to the labor or services to be provided.

 ____________________________________________________________________  ____________________________

 Contractor Signature              Date

EXHIBIT B                    Rev. 07/00

EXHIBIT C

INSURANCE (The Project Manager must answer and initial 2, 3, and 4 below).

During the term of this contract Contractor shall maintain in force at its own expense, each insurance noted below:

1.  Workers Compensation insurance in compliance with ORS 656.017, which requires subject employers to provide Oregon workers' compensation coverage for all their subject workers (contractors with one or more employees, unless exempt under ORS 656.027).

2.  __X__ Required and attached or Waived by City Attorney :_______

General Liability insurance with a combined single limit of not less than $500,000 each occurrence for Bodily Injury and Property Damage. It shall include contractual liability coverage for the indemnity provided under this contract, and shall provide that City of Portland, and its agents, officers, and employees are Additional Insured but only with respect to the Contractor's services to be provided under this Contract:

3.  __X__ Required and attached or Waived by City Attorney : _______                

Automobile Liability insurance with a combined single limit of not less than $500,000 each occurrence for Bodily Injury and Property Damage, including coverage for owned, hired, or nonowned vehicles, as applicable:

4.  __X__ Required and attached or Waived by City Attorney : ______

Professional Liability insurance with a combined single limit of not less than $1,000,000 each claim, incident, or occurrence. This is to cover damages caused by error, omission or negligent acts related to the professional services to be provided under this contract.

5.  On all types of insurance. There shall be no cancellation, material change, reduction of limits, or intent not to renew the insurance coverage(s) without 30-days written notice from the Contractor or its insurer(s) to the City.

6.  Certificates of insurance. As evidence of the insurance coverages required by this contract, the Contractor shall furnish acceptable insurance certificates to the City at the time contractor returns signed contracts. The certificate will specify all of the parties who are Additional Insured and will include the 30-day cancellation clause that provides that the insurance shall not terminate or be cancelled without 30 days written notice first being given to the City Auditor. Insuring companies or entities are subject to City acceptance. If requested, complete policy copies shall be provided to the City. The Contractor shall be financially responsible for all pertinent deductibles, self-insured retentions, and/or self-insurance.