Message-ID: <17243828.1075845896579.JavaMail.evans@thyme> Date: Thu, 7 Jun 2001 12:38:00 -0700 (PDT) From: ben.jacoby@enron.com To: lisa.bills@enron.com Subject: RE: Deerfield development agreement Cc: kay.mann@enron.com Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit Bcc: kay.mann@enron.com X-From: Ben Jacoby X-To: Lisa Bills X-cc: Kay Mann X-bcc: X-Folder: \Kay_Mann_June2001_3\Notes Folders\Notes inbox X-Origin: MANN-K X-FileName: kmann.nsf Thanks much for the comments. Here's my preliminary response: 1. Done, and will add a definition of Effective Date 2. Will propose change to city. 3. OK - done. 4. Power plants are normally deemed to be factories for this purpose. 5. They promise to send us each a card and fruit cake each Christmas (just kidding). Your point is understood, but this is a small commercial point relative to the overall deal. 6. Will propose change to city. 7. Ties to definition of Effective Date, which we will propose as requiring the passage of a resolution. 8. Sections will be added. I'll send you the redraft as soon as we get it. Thanks again. Ben -----Original Message----- From: Bills, Lisa Sent: Thursday, June 07, 2001 6:42 PM To: Mann, Kay; Jacoby, Ben Cc: Krimsky, Steven; Fleenor, William; Engeldorf, Roseann Subject: RE: Deerfield development agreement I have since met with Ben on this agreement but wanted to let you see my comments as you are incorporating Deerfield's changes. I was in meetings all day and just realized that I never sent this out. Finance comments. I have left a message with Rose asking what her comments to you were so we could coordinate. Since I haven't heard from her yet I will provide these and follow-up if there are any others which need mentioning after I speak with her. 1. The Effective Date needs to change to "2001" 2. In Section 2 Landscaping: To avoid any accounting issues raised by Accounting, it would be very helpful and along the intent as you indicated to Billy, if you would add at the beginning: "After commencement of construction of the Facility but prior to the issuance of a CofO......." 3. Section 4 needs to have a global search done to change all the "PBEC"s to "DBEC"s. 4. Section 6: Is the Facility truly deemed a "Factory" for permitting fees or are we changing the normal classification for a power plant in this agreement? 5. Section 7(b): Will we be charging the City for the easement for their cellular tower? What is the consideration otherwise for doing so since we are paying them all sorts of money for the other items for which we are using the City? Extra period at the end of this Section. 6. In the Termination Section can we put in the language from Pompano Beach which said that if the Agreement is terminated, all parties relieved of their obligations and an instrument would be recorded with County (offset to initial recordation of Agreement) indicating that Ag terminated and all obligations of the parties have been released? 7. Does the City need to obtain any approvals prior to execution or at any other time to execute and have this be a valid agreement on their part? 8. I noted that there is no Notices section nor Counterparts section. Are they truly not needed here? Execution occurring in same place on same doc? -----Original Message----- From: Mann, Kay Sent: Wednesday, June 6, 2001 9:09 AM To: Fleenor, William Cc: Jacoby, Ben; Krimsky, Steven; Bills, Lisa Subject: RE: Deerfield development agreement Billy, It is expected that by the time the hard costs referenced in #2 are incurred, the project will be in E Next (or its successor/take out vehicle) since construction will be nearly complete. Costs incurred in #3 should be Phase 2 E Next costs, since this should be in the construction period, although it could be immediately prior to that time. Lisa, I skipped Rose on this email since she is out of town, and reviewed this agreement before she left. Kay From: William Fleenor/ENRON@enronXgate on 06/04/2001 09:46 AM To: Kay Mann/Corp/Enron@Enron cc: Subject: RE: Deerfield development agreement See comments therein. << File: Deerfield development ag May 31.DOC >> -----Original Message----- From: Mann, Kay Sent: Friday, June 01, 2001 2:01 PM To: Fleenor, William Subject: Deerfield development agreement Hi Billy, Can you take a look at this since the Hermanator is out? Thanks, Kay ---------------------- Forwarded by Kay Mann/Corp/Enron on 06/01/2001 02:00 PM --------------------------- << OLE Object: Picture (Device Independent Bitmap) >> Kay Mann 05/31/2001 06:48 PM To: Lisa Bills/Enron@EnronXGate, Herman Manis/Enron@EnronXGate, Roseann Engeldorf/Enron@EnronXGate cc: Ben Jacoby/Enron@EnronXGate, Steven Krimsky/Enron@EnronXGate Subject: Deerfield development agreement Hello. The commercial team has asked that I forward this document to you for review. It is a development agreement for a project in Florida. We have attempted to address the accounting/E-Next issues, but please advise of any desired changes. Thank you, Kay << File: Deerfield development ag May 31.DOC >> PS Pardon the formatting. It will be cleaned up by those with the ability to do so.