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LEGAL COUNSEL <br />Michaei J. Hansen <br />BOARD OF <br />COMMISSIONERS <br />Randall Franke <br />Patti Milne <br />Mike Ryan <br />ASSISTANT LEGAL <br />COUNSEL <br />Bruce T. Armstrong <br />Timothy T.A.Jensen <br />Gloria M. Roy <br />)ane Ellen Stonecipher <br />Marion Coun~ <br />OREGON <br />Post-It~ Fax Note 7671 Date pa°ges~ <br />To 0 1~1 l, ~~~~ <br />Co./Dept. Co. <br />Phone # Ph # <br />Fax # Fax # <br />OFFICE OF LEGAL COUNSEL ~'````~~'~~```" ~~~~NTY pp <br />SEnv-~,~5 DtPA ~ ~ ~ (~ ~fJ ~ <br />u v D <br />December 29, 1999 ~-'`-~% ~~-- ~ 1999 <br />MEMORANDUM ATTORNEY-CLIENT PRIVILEG~~~~ C~~~~~Y <br />~ COMMISS~QtdER~ <br />TO: Billy Wasson <br />Courthouse Square Project Coordinato <br />FROM: Mike Hansen ~ ~ ~~.~'n' " <br />Marion County Legal Counsel <br />RE: Security Agreement/Account Control Agreement <br />Pence/Kelly Construction, Inc. <br />Billy, I have a question concerning the account control agreement between <br />Pence/Kelly Construction, Inc., and Marion County and Salem Mass Transit, which <br />controls our relationship to Salomon Smith Barney. Under the terms of the agreement, <br />Tom Wolfgram is the "authorized officer of pledgee." In other words, Tom represents <br />Salem Area Transit District and Marion County. According to the agreement, Tom can <br />issue oral and written instructions concerning the securities held by Salomon Smith <br />Barney. He has broad powers to sell or assign accounts or securities, and to release <br />collateral. The Transit District and the County hold Salomon Smith Barney harmless <br />for the decisions he makes. <br />My question is whether or not Tom is bonded to protect the pledgee. In <br />particular, would his bond cover Marion County as well as the Transit District? <br />As a post script, I understand that Tom is on leave from the Transit District for <br />a medical emergency. I do not know how long he will be out. But, it may be necessary <br />to name an alternative authorized officer of pledgee for the purpose of dealing with the <br />account control agreement and the securities pledged by Pence/Kelly in lieu of <br />retainage. This would require written notice to Salomon Smith Barney signed by both <br />the Transit District and the County. I believe the signature of the project coordinators <br />would be sufficient to designate a new authorized officer of pledgee. <br />G:\Courthou\Wasson8.mem <br />530 Center Street NE, Suite 312 . Salem, Oregon 97301-3670 .(503) 588-5220 . Fax (503) 373-4367 . www.open.org/marion <br />