EXHIBIT A

CONSTRUCTION CONTRACT AMENDMENT #3

AMENDMENT #3 TO CONTRACT NO. 35163

FOR GENERAL CONTRACTING SERVICES FOR THE CONSTRUCTION OF RAIL, ROADWAY, TRAFFIC SIGNAL, LANDSCAPING, OVERHEAD ELECTRICAL AND WATER SYSTEM IMPROVEMENTS TO EXTEND THE PORTLAND STREETCAR RIVERPLACE EXTENSION TERMINUS TO SW GIBBS ST.

Portland Office of Transportation

Pursuant to Ordinance No. __________________

PARTIES:

 CITY OF PORTLAND, OREGON OFFICE OF TRANSPORTATION, 1120 S.W. Fifth Avenue, Portland, Oregon 97204, by and through its duly authorized representatives (City or Owner); and

 STACY AND WITBECK, INC., a California Corporation, 403 S.E. Caruthers Street, Portland, Oregon 97214 (General Contractor).

AGREED:

I.  This Contract Amendment (Amendment #3) amends Contract No. 35163 (Contract), dated February 4, 2004.

II.  All terms and conditions of the Contract are incorporated into this Amendment by this reference.

III.  This Amendment #3 consists of this document and the Amendment #3 Contract Documents hereafter described which are, by this reference, incorporated herein.

(a)  Portland Streetcar Gibbs Extension Issued for Bid plans for Rail, Street Work, Traffic Signals, Landscaping and Overhead Electrical Improvements dated October 18, 2004;

(b)  Portland Streetcar RiverPlace/Gibbs Extension Specifications for Rail, Street Work, Traffic Signals, Landscaping and Overhead Electrical Improvements dated October 2004;

(c)  Portland Streetcar Gibbs Extension Addendum No. 1 dated November 15, 2004 for plan and specification revisions to the Issued for Bid plans;

(d)  Portland Streetcar Gibbs Extension Addendum No. 2 for Water System Modifications, including Issued for Bid plans and Specifications, dated November 2004;

(e)  Portland Streetcar Gibbs Extension Bid List dated December 3, 2004 (Attachment No. 1);

(f)  Portland Streetcar Gibbs Extension Water System Modification Bid List dated

December 3, 2004 (Attachment No. 2)

(g)  General Contractor Proposal dated December 3, 2004;

IV.  The Contract Amount shall be the following:

(a)  The cost proposal for the extension of the Portland Streetcar RiverPlace terminus to SW Gibbs St., which is Three Million, Six Hundred Eighteen Thousand, Nine Hundred Fifty- Four Dollars and Fifty Cents ($3,618,954.50) based on the addition of new Payment Schedules F and G unit costs and quantities, detailed in Attachments No. 1 and 2 dated December 3, 2004, both including the General Contractor’s Fee.

(b)  The Contract Amount in Section IV (a) shall be valid until February 1, 2005. In the event the City does not issue a Notice to Proceed before February 1, 2005, General Contractor agrees to cooperate with the City in developing a new cost proposal and City agrees to negotiate in good faith to arrive at a new Contract Amount. The date of Substantial Completion in Section V. shall be adjusted during negotiations.

V.  The Contract Completion Dates shall be amended as follows:

(a)  The Substantial Completion Date for the Portland Streetcar Gibbs Extension shall be established at August 12, 2005.

(b)  The Final Completion date for the Portland Streetcar Gibbs Extension shall be established at September 16, 2005.

(c)  The current Substantial and Final Completion dates for the Portland Streetcar RiverPlace Extension and Moody Terminus Revision shall remain unchanged.

VI.  In consideration for the payment by the City of the Contract Amount, the General Contractor hereby agrees as follows:

(d)  To provide services as detailed in this Amendment #3.

(e)  To provide insurance and a performance and payment bond as required in the Contract Documents.

VI.  In consideration for these promises, the City hereby agrees to pay the General Contractor for all work performed under the Contract and Amendment in accordance with the Contract Documents.

VII.  All other provisions of the Contract remain unchanged.

Dated and Signed in Triplicate, this ______ day of _________________________, 20____.

 STACY AND WITBECK, INC.

 By _____________________________

 ________________________________

 Title

 Address:  403 S.E. Caruthers Street

     Portland, OR 97214

 City of Portland

 Business License No. 431997

 Telephone No. (503) 231-5300

APPROVED AS TO FORM:  CITY OF PORTLAND

 By _____________________________

   Jim Francesconi

   Commission of Public Utilities

By _____________________________

 City Attorney

 By _____________________________

   Gary Blackmer

   City Auditor