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OS/O6/98 13:19 $503 373 4367 M C LEGAL C~002/003 ADDENDUM TO AGREEMENT BETWEEN PRUDENTIAL SECURITIES, INC. AND MARION COUNTY, OREGON The following provisions supplement, modify, change, and delete from ar add to the Agreement between Prudential Securities, Inc. (PSI) and Marion County, Oregon (Borrower): 1. References to certificates of participation (COPs) in paragraphs 1, 4, 5, 6 and 7 shall mean certificates of participation or revenue bonds. 2. Compensation for management fees in paragraph 7 shall be fixed at $0.40 per $1,000. 3. The last sentence in pazagraph 7: "The Compensation and Expenses set forth herein are based on the assumption that the COPs will carry credit enhancement in the form of bond insurance." is deleted. There is hereby added to pazagraph 7 the fullowing: "The parties will consider the purchase of bond insurance as a means of credit enhancement. Such insurance will be purchased by Bonower if the parties mutually agree that such insurance is beneficial based on a cost/benefit analysis." Indemnificatiqn provisions in paragraph 9 shall be replaced with the following: "The parties shall defend, indemnify and hold harmless each other, and their respective officers, agents and employees, from damages azising out of the tortious acts of the other, and their respective officers, agents and employees acting within the scope of their employement and duties in the performance of this agreement, subject to the limitations and conditions of the Oregon Tort Claims Act, ORS 30.260 through 30.300, and the Oregon Constitution, Article XI, Section 10. With respect to Borrower, tortious acts shall include untrue statements made or omissions of material fact that make statements misleading in light of circumstances under which the statements are made." 4. The governing law of this agreement, as set forth in paragraph 12, shall be that of the laws of the State of Oregon. 5. There shall be added to this agreement, the following: "PSI agrees to comply with the Civil Rights Act of 1964 and 1991, Americans with Disabilities Act of 1990, and Section 504 of the Rehabilitation Act of 1973, and Title VI as implemented by 45 CFR 80 and 84, which states in part, " no qualified person shall on the basis of disability, race, color, or national origin be exciuded from participation in, be denied the benefits of, or otherwise be subjected to discrimination under any program or activity which received or benefits from federal financial assistance."