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~ MARION COUNTY LEGAL COUNSEL <br />530 Center St. N. E., Suite 312 <br />Salem, OR 97301 <br />(503) 588-5220 <br />FAX.' 373-4367 <br />Michael J. Hansen <br />County Counsel <br />Jane Ellen Stonecipher <br />Assistant County Counse/ <br />Timothy T.A. Jensen <br />Assistant County Counsel <br />Bruce T. Armstrong <br />Assistant County Counsel <br />Gloria M. Roy <br />Assistant County Counsel <br />FACSIMILE TRANSMITTAL FORM <br />August 3, 1998 <br />TO: Scott Clements FAX NO: 503-289-4145 <br />FROM: Mike Hansen RE: PSI--Underwriter Agreement <br />No. of Pages including cover sheet: four <br />Scott, <br />1 have ~nished reviewing the proposed underwriter's agreement with PSI. 1 do have a <br />number of changes to make. 1 am faxing you a copy of an Addendum. This is a draft. <br />1'd like your comments. 1 a/so have some questions, which may call for additional <br />amendments, depending on your answers. <br />1. The PSI agreement references only COPs. This may include revenue bonds. But 1 <br />don't know. Therefore, 1 wanted to clarify that either form of security may be used. <br />Okay? An unnecessary clause? <br />2. 1 thought it might not hurt to at least clarify that management fees are fixed. The <br />PSI agreement does not specifically incorporate the terms of the proposal, except for <br />the total cost range and the $10, 000 cap on underwriter counsel fees. <br />3. 1 could not live with the indemnity agreement, Appendix `A" The gist of the <br />indemnity provision is that PSI is on the hook for a maximum liability for third party <br />claims of whatever PSI is paid under the agreement, and then only if PSI is grossly <br />negligenf or acts in bad faith. Otherwise, Marion County defends and indemnifies PSI <br />