Subject: Re: Mid Market Power Form/ENA Changes
From: [email-masked]
To: [email-masked]
Cc: [email-masked], [email-masked], [email-masked], [email-masked]
Date: Fri, 1 Jun 2001 04:04:00 -0700 (PDT)

Marianne:
The following are my comments:

1. In Section 1.1, there should be a parentheses after etc. in the 5th line.

2. In Section 3.1, in the last sentence after the proviso insert "a" before 
the word "change" and after the word "in".

3. In Section 6.1, change 20 Business Days to 20 days.  Also, add a semicolon 
at the end of clause (i).

4. In Section 6.2.1 I'll just note that the discount rate sentence I think is 
still an open issue.

5. In Section 6.3, clause (c) should be reworded to fit with the language in 
the beginning of the Section.

6. Capitalize the word "facility" in the definition of Average Annual Load 
Factor.

7. Delete the definition of Costs as it is already defined in Section 6.2.1.

8. Where is the defined term Govt Authority used?

9. In the GTC, the ECP rep should also apply to EESI.  Also, in the 7th line 
of the reps add the word "into" after the word "entered" and before the word 
"this".

10. In Collateral Requests, insert a comma after deposit in the last line.  I 
will also add granting/perfection language.

11. In Events of Default, clause (a) refers to a dispute section which I'm 
not sure exists.  In clause (e), delete the "s": from the word consolidation.

12. Remedies should be deleted as it is already covered in Section 6.1.

13. In UCC/Disclaimer of warranties, add a clause (c).

I would add setoff language.  

Carol St. Clair
EB 3889
713-853-3989 (Phone)
713-646-3393 (Fax)
[email-masked]

	Marianne Castano@EES
	05/30/2001 11:05 AM
		 
		 To: Carol St Clair/HOU/ECT@ECT
		 cc: James E Keller/HOU/EES@EES, Sarah Dietrich/HOU/EES@EES, Jennifer 
Hillegonds/HOU/EES@EES
		 Subject: Mid Market Power Form/ENA Changes

Carol:

I have attempted to incorporate the changes that Jim has incorporated in our 
long form power agreement which ENA has suggested to date into the short 
form.  Attached please find a sample short form (for the Con Ed market) for 
your review.  

Please note the following as you review:

1.  The short forms do not contain the optionality relating to our performing 
billing services -- all of our midmarket  forms anticipate that we will act 
as customer's billing agent and that we will collect all amounts due related 
to T&D and the like from the customer (and reflect same on our invoice) and 
pass those amounts on to the customer's utility.
2.  I did not include a "Setoff" provision in this draft, mainly because the 
vast majority of the time, we will not, nor will an affiliate, have another 
agreement in place with these customers.  If you feel strongly about our 
including a setoff provision, we will do so.
3.  The change in law provision reads a bit differently from the long form -- 
the thinking here is that the long form language is very lengthy and rather 
harsh (and we've had great difficulty selling it in the past).  Taking into 
consideration this class of customer, we decided to include certain items, 
including our inability to cover our costs due to a change in law, rules or 
practices as a "force majeure event" in an effort to soften the approach (see 
the GTCs).  Also we do not address calculation of a termination payment in 
the event of a change in law as the long form does -- again, more in the 
interest of "saving space" than anything else...

Let us know your thoughts on this document and if you are comfortable with 
our using this until such time as the hybrid form is launched.  If you are 
comfortable, we will drive these changes into our other midmarket power forms.

Thanks again for your help with this project,

Marianne

P.S.  Please be sure to copy Sarah Dietrich and Jennifer Hillegonds on your 
response -- they will be taking this project during my "hiatus"  --  I am 
moving to PA on Friday of this week, and will be out of pocket through 
approximately 7/16.  I will start up again in mid-July...