MASTER INTERAGENCY AGREEMENT

Between

Portland Development Commission

And

Bureau of Parks and Recreation

AMENDMENT 1

The Master Interagency Agreement #506008 dated October 31, 2006 between the Bureau of Parks and Recreation (“Bureau”) and the Portland Development Commission (“PDC, Commission”) is hereby amended as follows:

Section VI. Compensation/Allowable Costs

A)  The Commission shall pay the Bureau a sum not to exceed FOUR MILLION EIGHT HUNDRED EIGHTY-SIX THOUSAND SEVEN HUNDRED DOLLARS ($4,886,700) for accomplishment of the Schedule of Work identified in Exhibit A, as authorized in each individual Work Order.

Exhibit A

The original Exhibit A is deleted in its entirety and replaced by an amended Exhibit A, which is attached and incorporated by this reference.

Except as modified herein, all other terms and conditions of the Master Interagency Agreement between the Bureau of Parks & Recreation and the Portland Development Commission shall remain the same. All parties hereby agree to the above grant amendments.