Message-ID: <28776573.1075862043860.JavaMail.evans@thyme> Date: Mon, 19 Nov 2001 07:55:42 -0800 (PST) From: beth.apollo@enron.com To: kimberley.jacobson@enron.com, robert.gresch@enron.com Subject: RE: Telesis Agreed Upon Procedures Cc: michelle.cash@enron.com Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: quoted-printable Bcc: michelle.cash@enron.com X-From: Apollo, Beth X-To: Jacobson, Kimberley , Gresch, Robert X-cc: Cash, Michelle X-bcc: X-Folder: \MCASH (Non-Privileged)\Cash, Michelle\Deleted Items X-Origin: Cash-M X-FileName: MCASH (Non-Privileged).pst did we get agreement from KPMG to add the language? -----Original Message----- From: Jacobson, Kimberley=20 Sent: Friday, November 16, 2001 2:55 PM To: Gresch, Robert Cc: Apollo, Beth; Cash, Michelle Subject: FW: Telesis Agreed Upon Procedures Bob: I have reviewed the attached engagement letter with KPMG and noted several = comments, all of which have been highlighted for your ease of reference. In= addition, we need to discuss whether any of the following provisions shoul= d be added: (1)=09Warranty for Performance Standards =20 =09This is the standard language developed by Michelle Cash for agreements = involving professional services: =09 =09Vendor shall perform the Services in a good and workmanlike manner and i= n accordance with =09the highest industry standards. Vendor warrants that = it has the experience and capability, =09including supervisory competence, = to perform the Services. Vendor has all licenses, =09permits, and registra= tions necessary to provide the Services. Vendor also warrants that it =09a= nd its employees will follow the principles set forth in Enron's Code of Et= hics and hereby =09acknowledges that it has received and read the Enron Cod= e of Ethics. (2)=09Mark Holsworth and Michelle Cash have developed the following languag= e pertaining to confidentiality obligations and proprietary issues. I reali= ze it is rather lengthy for an engagement letter but perhaps we should cons= ider some variation thereon. {See Intellectual Property Attachment.) (3)=09I would also recommend that we insert the following indemnification = language: KPMG AGREES TO DEFEND, PROTECT, RELEASE, INDEMNIFY, AND HOLD COMPANY AND EN= RON, THEIR OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, AND THEIR AFFILIATES= AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS AND EMP= LOYEES, HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, AND CAUSES O= F ACTION BROUGHT BY VENDOR, ITS EMPLOYEES, OR THIRD PARTIES FOR ECONOMIC LO= SSES, DAMAGE TO PROPERTY (TANGIBLE OR INTANGIBLE), OR INJURIES OR DEATH OF = PERSONS, AND ALL EXPENSES (INCLUDING REASONABLE AND NECESSARY ATTORNEY'S FE= ES), COSTS, LIABILITIES, AND JUDGMENTS INCURRED IN CONNECTION THEREWITH, AR= ISING OUT OF, OR RESULTING FROM, VENDOR'S ACTIONS OR INACTIONS UNDER THIS A= GREEMENT, INCLUDING VENDOR'S NEGLIGENCE, GROSS NEGLIGENCE, VIOLATION OF STA= TUTE, OR BREACH OF LEGAL DUTY IN CONNECTION WITH OR ARISING OUT OF OR IN AN= Y WAY INCIDENT TO OR IN CONNECTION WITH THE SERVICES PROVIDED HEREIN. IN T= HE EVENT THAT AN INDEMNIFIED PARTY IS ADJUDICATED TO HAVE BEEN PARTIALLY OR= SOLELY LEGALLY RESPONSIBLE FOR SUCH ECONOMIC LOSSES, DAMAGE TO PROPERTY (T= ANGIBLE OR INTANGIBLE), OR INJURIES OR DEATH OF PERSONS, THIS CONTRACTUAL O= BLIGATION OF INDEMNIFICATION SHALL CONTINUE, BUT VENDOR'S INDEMNIFICATION O= BLIGATION SHALL NOT EXTEND TO THE PERCENT OF RESPONSIBILITY ATTRIBUTED TO T= HE INDEMNITEE. THIS CONTRACTUAL OBLIGATION OF INDEMNIFICATION SHALL SURVIV= E SETTLEMENT OF ANY UNDERLYING THIRD-PARTY CLAIM, INCLUDING VOLUNTARY SETTL= EMENTS MADE BY THE INDEMNITEE WITH SUCH THIRD PARTY. VENDOR AGREES TO INDE= MNIFY AND DEFEND COMPANY AND ENRON FOR ANY CLAIM, DEMAND, OR CAUSE OF ACTIO= N FOR ANY COMPANY BENEFITS MADE BY ANY OF ITS EMPLOYEES THAT ARE PLACED BY = THE VENDOR WITH THE COMPANY OR ENRON FOR ANY PERIOD OF TIME. Please call me once you have had a chance to consider my comments. Kim Jacobson Ext. 51829 -----Original Message----- From: Apollo, Beth=20 Sent: Friday, November 16, 2001 11:10 AM To: Jacobson, Kimberley Cc: Cash, Michelle Subject: FW: Telesis Agreed Upon Procedures Kim - thanks for your help on this -- let me know if I need to call Vicki -----Original Message----- From: Wilson, Randy D [mailto:rdwilson@kpmg.com] Sent: Friday, November 16, 2001 10:33 AM To: Apollo, Beth Cc: 'rgresch@enron.com'; Pollard, Geoff Subject: Telesis Agreed Upon Procedures Hi Beth, Please find attached our engagement letter for the Telesis agreed upon procedures engagement. If you are in agreement with the contents, we would be ready to start on Monday. This gives us 8 business days until November 30th which is an aggressive timeline. If the data is readily available fro= m SDG&E, we believe that we can make the deadline. We will know for sure by early next week. Please advise immediately if there are any issues with the contents of the letter. Best regards Randy <>=20 ***************************************************************************= ** The information in this email is confidential and may be legally privileged= . It is intended solely for the addressee. Access to this email by anyone els= e is unauthorized.=20 If you are not the intended recipient, any disclosure, copying, distributio= n or any action taken or omitted to be taken in reliance on it, is prohibited and may be unlawful. When addressed to our clients any opinions or advice contained in this email are subject to the terms and conditions expressed i= n the governing KPMG client engagement letter. =20 ***************************************************************************= **