Amendment Number 1

PORTLAND STREETCAR FUNDING AGREEMENT

BETWEEN

THE TRI-COUNTY METROPOLITAN TRANSPORTATION DISTRICT OF OREGON

AND

CITY OF PORTLAND

No. 51529

April 19, 2001

 This Amendment, dated this ______ day of _____ 2004, is made and entered into by and between the Tri-County Metropolitan Transportation District of Oregon (TriMet) and the City of Portland (City).

RECITALS:

A.  On April 19, 2001, City and TriMet entered into the Portland Streetcar Funding Agreement (Funding Agreement) for operations for the Portland Streetcar.

B.  On April 19, 2001, City and TriMet entered into the Portland Streetcar Personnel Agreement (Personnel Agreement).

C.  On May 2, 2001, City and TriMet entered into the Portland Streetcar Other Services Agreement (Other Services Agreement). This agreement was subsequently amended to clarify operating and maintenance procedures and responsibilities.

D.  On July 20, 2001, City of Portland began operation of the Portland Streetcar.

E.  In March of 2005, City of Portland is scheduled to expand service to RiverPlace as the first extension of the operation.

F.  On February 2, 2004, City and TriMet entered into an Intergovernmental Agreement calling for an amendment to the Funding Agreement to increase the maximum payment from TriMet to the City from $1,600,000 to $2,000,000 per fiscal year for Streetcar operations upon commencement of operation to RiverPlace.

G.  It is expected that by early December 2004, the City Council will authorize the procurement of Streetcar vehicles and the construction of the extension of the Streetcar to S.W. Gibbs. Streetcar operations to S.W. Gibbs are anticipated to commence in June 2006.

AMENDMENTS:

The referenced sections below are to be replaced with the following language:

1.  Term. The term of this Agreement shall extend to September 30, 2009.

2  TriMet Obligations.

2.1  Payment. TriMet shall pay the City an amount equal to two-thirds (2/3) of the operating cost of the Streetcar system, provided, that the amount paid shall not exceed a Maximum Amount in any one fiscal year as set forth in this Section.

2.1.1  The Maximum Amount shall be $1,600,000 for current service between N.W. 23rd and PSU.

2.1.2  The Maximum Amount shall be increased by $400,000 per year starting with startup testing 30 days in advance of the commencement of Streetcar revenue service to RiverPlace. If service to RiverPlace commences in mid-year, the increase shall be prorated in proportion to the number of days of startup testing and revenue service in the fiscal year. It is estimated that the total Maximum Amount in FY 2004-5 will be $1,748,000, not including the CPI adjustment provided for in paragraph 2.1.4, if service to RiverPlace commences on March 18, 2005 as currently scheduled.

2.1.3  The Maximum Amount shall be increased by an additional $400,000 per year starting with startup testing 90 days in advance of the commencement of Streetcar revenue service to S.W. Gibbs, tentatively scheduled to begin in June 2006. If service to S.W. Gibbs commences in mid-year, the increase shall be prorated in proportion to the number of days of startup testing and revenue service in the fiscal year.

2.1.4  Starting on July 1, 2004, the Maximum Amount including the increases for extended service shall be increased each year in proportion to the increase in the Portland Consumer Price Index (CPI) during the previous fiscal year.

New Paragraphs shall be added to Section 2 of the Funding Agreement as follows:

2.4  Rail Modernization Funds. City and TriMet agree to determine a fair distribution of federal rail modernization funds for Streetcar. It is anticipated that Streetcar would be eligible for funds in 2008.

2.5  Enhanced Service. City and TriMet agree that it would be desirable to improve the current level of Streetcar service as ridership and capacity require, and to move toward the goal of 10-minute frequency service, and therefore agree to continue discussions on the means of increasing the Streetcar operations funding.

All other provisions of the Agreement continue as set forth.

APPROVALS

CITY OF PORTLAND      TRIMET

By: ____________________________  By: ____________________________

 Jim Francesconi        Fred Hansen

 Commissioner of Public Utilities    General Manager

By: ___________________________

 Gary Blackmer

 City Auditor

APPROVED AS TO FORM

By: ___________________________  By: ____________________________

 Mark Moline          M. Brian Playfair

 Deputy City Attorney        General Counsel