January 24, 2005

Mr. Brant Williams, Director

Office of Transportation

City of Portland

1120 SW Fifth Avenue, Room 800

Portland, OR 97204

Re:  Independent Cleanup Agreement – Site Specific Technical Consultation

 Portland Streetcar Gibbs Extension Project

 Portland, Oregon

Dear Mr. Williams:

This letter serves as an agreement between the Oregon Department of Environmental Quality (DEQ) and the City of Portland Office of Transportation (PDOT) regarding DEQ’s Site Specific Technical Consultation and review of the investigation and/or cleanup of hazardous substances for the “Portland Streetcar Gibbs Extension” (Gibbs Extension) project. The Gibbs Extension project involves extending a Portland Streetcar track approximately one-half mile between SW Sheridan Street and SW Gibbs Street in Portland, Oregon.

Based on a meeting convened today, DEQ agrees to provide Site Specific Technical Consultation to PDOT regarding the investigation, cleanup, and/or construction work being conducted for the Gibbs Extension project, including the following:

•  Conduct a site visit;

•  Meet with PDOT and/or PDOT’s consultants to discuss the scope of the project and schedule for conducting excavation and construction work;

•  Review laboratory analytical data collected from the project area identified for excavation work;

•  Review the report documenting, but not limited to, the following items:

­  Area(s) of soil excavation work;

­  Locations of soil samples collected for analysis;

­  Results of analyzing soil samples in the area of excavation, including comparing data to applicable risk-base criteria;

­  Recommendations for material segregation, placement, and use (e.g., track sub-grade embankment, fill, off-site transport and disposal); and

­  Proposed engineered barriers designed to minimize the potential risk associated with human and/or ecologic receptor exposure to potentially impacted material, if necessary.

If adequate documentation of the investigation and current site conditions is provided by PDOT, DEQ will make a determination as to whether the project is in compliance with the cleanup standards in ORS 465.315 and OAR 340-122-040.

DEQ requires that persons seeking DEQ Site Specific Technical Consultation, document review, or review of the Final Report for independent cleanups provide a minimum deposit of $1,500 as an advance against costs DEQ will incur. The advance deposit must be in the form of a check payable to the “Oregon Department of Environmental Quality”. When PDOT has signed this Agreement to formalize its request, and the deposit has been received by DEQ, an account will be established for the project.

DEQ technical consultation costs include direct costs and indirect costs. Direct costs include site-specific expenses and legal costs. Indirect costs are those general management and support costs of the DEQ and of the Land Quality Division. Indirect costs are those allocable to DEQ oversight of this Agreement, which are not charged as direct site-specific costs. Indirect charges are based on actual costs and are applied as a percentage of direct personal services costs. Site Specific Technical Consultation and review costs include only the reasonable costs recoverable by DEQ under ORS 465.255.

DEQ will provide PDOT with a monthly statement, a sample of which is attached. If project costs exceed the account balance, DEQ will submit an invoice to PDOT for all costs in excess of the advance. If project costs do not exceed the account balance, DEQ will refund within 60 days of the close of the project any amount of the deposit remaining in excess of the actual costs.

Either DEQ or PDOT may terminate this Agreement by giving 15 days advance written notice to the other. Only those costs incurred or obligated by DEQ before the effective date of any termination of this Agreement are recoverable under this Agreement. Termination of this Agreement will not affect any other right DEQ may have for recovery of costs under any applicable law.

PDOT agrees to hold DEQ harmless and indemnify DEQ for any claims (including but not limited to claims of property damage or personal injury) arising from activities of PDOT reviewed under this Agreement.

This Agreement is not an admission by PDOT of any liability under ORS 465.255 or any other law, nor is it a waiver of any defense to such liability. This Agreement is not a waiver, release or settlement of any claims DEQ may have against PDOT or any other person, nor is it a waiver of any enforcement authority DEQ may have with respect to PDOT or the property.

Upon DEQ's request and as necessary to review PDOT’s work under this Agreement, PDOT will provide DEQ with data and records related to investigation, construction, and cleanup activities performed during the Gibbs Extension project, excluding any privileged documents identified as such by PDOT.

DEQ appreciates PDOT’s interest in the Voluntary Cleanup Program and the Independent Cleanup Pathway and looks forward to working with you.

Sincerely,

Keith Johnson

Manager

Lower Willamette Section

If the terms of this Agreement are acceptable to the City of Portland Office of Transportation, please have it executed by an authorized representative in the space provided below and returned to us.

Accepted and agreed to this day of , 20 .

By: _________________________________________

Title: ________________________________________

Attachments:  Sample Invoice and Billing Summary