Re: MOA - Pompano Beach ,
 Can you sneak me a copy of the latest draft? Maybe I can negotiate with Ben.

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 04/19/2001 07:01 
AM ---------------------------


Ann Elizabeth White@ECT
04/18/2001 06:56 PM
To: Roseann Engeldorf/ENRON@enronXgate @ ENRON
cc: Herman Manis/ENRON@enronXgate@ENRON, Lisa Bills/ENRON@enronXgate@ENRON, 
Barbara Gray, Ben Jacoby, Steven Krimsky/Corp/Enron@Enron, Kay 
Mann/Corp/Enron@Enron 

Subject: Re: MOA - Pompano Beach  

After our meeting, Ben asked me to please delete the phrase "or its 
designee"  from this draft and, with the assignment language (Section 14), I 
thought it was clear that there could be a designee (or assignee) if PBEC 
desired in its sole and absolute discretion.

I've also spoken to Herman about his concern that I didn't put in an 
additional Whereas statement that specifically stated that this agreement is 
not a binding obligation on PBEC's part to build the facility or incur any of 
the fees addressed. Ben and I also discussed this and I had hoped that adding 
a Whereas Clause that says "PBEC desires to construct the Facility if it 
receives all requisite local, city, county, state or federal approvals for 
development and construction thereof" made it clearly contingent and that, 
coupled with broad assignment and termination language, would suffice.  As 
Barbara specifically pointed out at our meeting, the agreement is in fact a 
binding agreement but the obligations under the agreement are not binding 
until the conditions subsequent have occurred (being the commencement of 
construction) and the events of commencement of construction are entirely 
within PBEC's control.

I guess I'm not clear as to what the  concern is for adding the word 
"designee" when the agreement says PBEC has the sole and absolute right to 
assign to another party, without the City's consent and, if we elect to not 
build the facility or the agreement otherwise terminates, PBEC is relieved of 
all obligations under the agreement, which is what is provided for in Section 
16.d.  I would think that the broad rights of assignment and the absolute 
release are stronger than just adding the word "designee" in the definition 
of PBEC.




From: Roseann Engeldorf/ENRON@enronXgate on 04/18/2001 05:42 PM
To: Ann Elizabeth White/HOU/ECT@ECT
cc: Herman Manis/ENRON@enronXgate, Lisa Bills/ENRON@enronXgate 
Subject: MOA - Pompano Beach

Ann Elizabeth - I have reviewed the latest draft - is there any reason why we 
can't add the phrase "or its designee" in the definition of "PBEC"?  Although 
I understand you have included a broad assignment provision, it helps to 
include "designee" language to show our compliance with the facility 
structure. 


Thanks,

Rose
roseann.engeldorf@enron.com