Bart,

I will try my hardest to take care of this today.  We have a mandatory 
offsite from 9:00-1:00 today (fyi).  I can't tell you how glad I was to see 
this message because I am working on another Law Gibb PSA and related tasking 
letter on a Florida sitre and did not know that there were certain 
requirements to be met to fit within TurboPark. 




Barton Clark@ECT
02/08/2001 06:25 PM
To: Kathleen Carnahan/NA/Enron@Enron
cc: Herman Manis/Corp/Enron@ENRON 

Subject: Re: Stone and Webster/Black & Veatch/Other Development Agreements

Can you organize the Law Gibb Professional Services Agreement and amendments 
thereto and the related Law Gibb Tasking Letter (s) and amendments thereto 
and send them to Herman? I also gave you my FP&L interconnection file, and I 
believe the agreement referred to by Herman is in there, so if you would 
please send him that as well. Please send him copies as he likes to mark on 
things.  Thanks.
----- Forwarded by Barton Clark/HOU/ECT on 02/08/2001 06:20 PM -----

	Herman Manis@ENRON
	02/08/2001 04:49 PM
		
		 To: Barton Clark/HOU/ECT@ECT
		 cc: Lisa Bills/Corp/Enron
		 Subject: Re: Stone and Webster/Black & Veatch/Other Development Agreements

I need to see the Law Gibb DSA & Tasking Letter and the FP&L Interconnection 
Study Agreement.




Barton Clark@ECT
02/08/2001 04:43 PM
To: David Fairley/HOU/ECT@ECT, Mathew Gimble/HOU/ECT@ECT, Bruce 
Golden/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Darrell Stovall/NA/Enron@Enron, 
George McCormick/HOU/ECT@ECT
cc: Lisa Bills/Enron@EnronXGate, Catherine Clark/Enron@EnronXGate, Roseann 
Engeldorf/Corp/Enron@ENRON, Herman Manis/Corp/Enron@ENRON 
Subject: Stone and Webster/Black & Veatch/Other Development Agreements

Attached are Turbo Park and accounting "approved" forms of the Technical 
Design Services Agreement between FPRP and Stone & Webster ( TDSA) and the 
Agreement for Professional Engineering Services between FPRP and Black & 
Veatch ( B&V Agreement). Each form has to now be fashioned to reflect the 
business deal/payment terms/etc. Note that the Scope of Work on the TDSA 
underwent substantial modification to conform with 97-10 requirements, and 
the attached draft Scope of Work only deals with the Facility ( as defined in 
the TDSA ), and not the "improvements" ( which term was included in the draft 
Tasking Letter from which the Scope of Work was fashioned).I assume we will 
need to "clone" this TDSA except for a different Scope of Work description to 
deal with such "improvements" other than the Facility ( ie, I assume these 
are the King Plant improvements).

The TDSA is calculated to put as much of the Turbo Park-approved EPC in front 
of Stone & Webster at the earliest possible date, so that the amendment and 
restatement of the TDSA to make it a full blown Turbo Park EPC Contract will 
be more straightforward. Right now, it is contemplated FPRP would assign its 
interests as Construction Manager under the TDSA to ENA, and the TDSA would 
be concurrently amended and restated as set forth above, both at the time the 
FPRP goes into Phase II of Turbo Park. At the time FPRP goes into Phase I of 
Turbo Park, I believe the TDSA can remain an FPRP obligation ( like any other 
development agreement signed by a project entity that is subsequently 
transferred into Turbo Park). Since the TDSA now only involves soft cost 
expenditures, FPRP can sign it as soon as it is negotiated and agreed by 
Stone & Webster and before it goes into Phase I of Turbo Park.

The B& V Agreement, which was modeled on Black & Veatch's agreement with 
FPUA, also can be signed prior to going into Phase I as soon as it is 
negotiated with Black & Veatch. Like the TDSA, there are commercial terms 
that need to be added. It was modeled on the FPUA Black & Veatch Agreement 
because that should speed negotiation with B & V on its terms, and we may 
want to assign the B & V Agreement to FPUA ( and they too would be 
comfortable with its terms). My understanding is that FPUA is supervising the 
transmission work and will be driving the design and engineering of the 
transmission facilities, so it may make sense for FPRP to assign the B & V 
Agreement to FPUA and simply retain the obligation to pay B & V ( up to a 
cap).

I also have attached a revised version of the spreadsheet Mathew prepared 
listing FPRP contracts already entered into by FPRP ( the so-called secondary 
development agreements)  and those proposed to be entered into before we go 
into Phase I of Turbo Park. Herman and Lisa, let me know which of  the 
secondary agreements you have not previously reviewed ( those marked NO re 
your review ) that you need to review, and I will endeavor to furnish them to 
you.

Let me know if you have any questions.