EXHIBIT A

CONSTRUCTION CONTRACT AMENDMENT #5

AMENDMENT #5 TO CONTRACT NO. 35163

FOR GENERAL CONTRACTING SERVICES FOR THE CONSTRUCTION OF RAIL FACILITIES WITHIN SW MOODY AND SW BOND, BETWEEN SW GIBBS AND SW LANE, FOR FUTURE EXTENSION OF THE PORTLAND STREETCAR INTO THE SOUTH WATERFRONT STREET IMPROVEMENT AREA.

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 #5) 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 #5 consists of this document and the Amendment #5 Contract Documents hereafter described which are, by this reference, incorporated herein.

(a)  Portland Streetcar Lowell Extension Phase 1Issued for Bid plans for Rail and Streetwork dated September 15, 2005;

(b)  Portland Streetcar Lowell Extension Phase 1 Issued for Bid Specifications for Rail and Streetwork Improvements dated September 15, 2005;

(c)  Portland Streetcar Lowell Extension Phase 1 Bid List dated September 15, 2005 (Attachment No. 1);

(d)  General Contractor Proposal dated September 16, 2005;

IV.  The Contract Amount shall be the following:

(a)  The cost proposal for the extension of the Portland Streetcar, which is One Million, Four Hundred and Ten Thousand, Two Hundred Ninety One Dollars and Thirty Seven Cents ($1,410,291.37) based on the addition of new Payment Schedule J unit costs and quantities, detailed in Attachment No. 1 dated September 16, 2005 that includes the General Contractor’s Fee.

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

(a)  The Substantial Completion Date for the Portland Streetcar Lowell Extension Phase 1 shall be established at January 31, 2006.

(b)  The Final Completion date for the Portland Streetcar Lowell Extension Phase 1 shall be established at February 28, 2006.

(c)  The current Substantial and Final Completion dates for the Portland Streetcar RiverPlace Extension, Moody Terminus Revision, Gibbs Extension and Maintenance Facility Expansion 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 #5.

(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 _____________________________

   Sam Adams

   Commission of Public Utilities

By _____________________________

 City Attorney

 By _____________________________

   Gary Blackmer

   City Auditor