Stuart:

Yes.  My view of the remaining activities is as follows:

 #1. We (Mark Gershon/Karen Way/myself) are currently working with the 
Village of Manhattan to fufil our obligation under the Annexation Agreement 
to complete certain roadway improvements.  The Village has conducted a bid 
process and selected a winning bidder to complete the work.  Unfortunately, 
no bidders submitted a fixed price bid to the Village.  The Village wants us 
to assume the financial risk (up to $500k) of any cost overruns.  We have 
pointed out that the annexation Agreement does not require us to assume that 
risk.  We are attempting to work this situation out with the Village.

 #2. Karen Way is working with Chicago Title to bring to closure the issues 
related to the pipeline lateral easements and obtain the title policy on the 
entire lateral.  It was recently brought to our attention that during the 
pipeline's construction the lateral was routed across a piece of People's 
Energy property without an easement being executed.  The pipeline project 
manager (Dave Lazzarro is currently working to obtain this easement).  

Stuart:  Can you confirm for Karen/myself if the Northern Border easement was 
recorded?

 #3. Mark/myself are working with the Village and the plant manager on these 
issues.  There are only a couple of improvements still remaining to be 
completed including a ditch being re-graded and possibly a road re-graded 
with gravel.  This should represent a small time commitment to close out.

 #4.  Mark/myself are working with the Village on this issue.  We have 
notified our surveyor of our need to prepare platts of dedication for the two 
roadways bordering the project site.  The first one to be completed should be 
Pauling road since that is the roadway that issue #1 relates to (the project 
owns to the middle of the roadway - we do not wish construction workers 
working on our property and creating any potential liability).

 #5.  There are no current plans for expansion of the facility, so this item 
should require negligible work.  We have filed an air permit application for 
an additional 7FA turbine at the Project, but this is just to allow for 
expansion if we choose to do so.  The annexation Agreement allows us to 
expand the facility without any additional local approvals.

Additional:  I have had discussions with Merle Churchill (plant manager) 
regarding the potential purpose of an 8 acre parcel nearby.  Merle has been 
approached by a local electrical contractor who would like to relocate his 
shop out to the county.  This 8 acre parcel would be ideal and would allow us 
to close out a potential sound receptor necessary for the expansion turbine.  
Also, the potential need for a special use permit for the generator lead 
needs to be evaluated.  I will talk with Mark Gershon on this issue.  If we 
decide to proceed, then this would likely be a 3-4 month project, similar to 
what we completed on the facility last year.

In general, I am working to wrap up Piper Rudnick's(PR) work on the Lincoln 
Energy Center ASAP.  With regard to other Illinois development sites (Pontiac 
and Plano),  I have tried to keep the majority of the work to Mark Gershon 
and Karen Way.  There have been some cases where others were needed and I 
have tried to limit their roles to very short, specific engagements 
(environmental, sound, real estate).  I met with Chris Townsend 3 weeks ago 
and stressed our desire to have Mark and Karen handling the majority of the 
development work (in my opinion, they are the best and most productive uses 
of personnel at PR).  The rapid speed of our development activities at Plano 
and Pontiac have required them to take on very integrated roles.  This pushes 
the costs up but also is a big part of our successes, thereby eliminating the 
need to re-complete numerous stages of the lengthy zoning process which exist 
in Illinois counties.  Having said that, we need to watch PR and their 
charges closely as they have a tendency to want to involve additional people 
into our development activities.

Call me to discuss.

Fred


From: Stuart Zisman on 09/28/2000 09:26 AM
To: Fred Mitro/HOU/ECT@ECT
cc:  
Subject: Status of the Lincoln Energy Center/Boseo/Manhattan matter


Any thoughts on this?

----- Forwarded by Stuart Zisman/HOU/ECT on 09/28/2000 09:26 AM -----

	"Townsend, Christopher J. - CHI" <chris.townsend@piperrudnick.com>
	09/26/2000 08:50 AM
		 
		 To: Stuart Zisman/HOU/ECT@ECT
		 cc: "Gershon, Mark A. - CHI" <Mark.Gershon@piperrudnick.com>, "Way, Karen S. 
- CHI" <karen.way@piperrudnick.com>
		 Subject: Status of the Lincoln Energy Center/Boseo/Manhattan matter



 Stuart:

 I received your voicemail late on Friday and will forward the August
invoices to Shelia Tweed, as you requested.  Additionally, I contacted Mark
Gershon and Karen Way to confirm the current status of the Lincoln Energy
Center/Boseo/Manhattan matter.  While the most significant annexation and
zoning issues have been addressed by establishing the zoning and annexation
agreement for the Lincoln Energy Center, there remain certain ongoing
matters in which the firm may be involved, including the following:

 1.   Finalizing the terms of the Roadway Construction Escrow Trust
and Disbursing Agreement with the Village of Manhattan and addressing
roadway construction issues.

 2.  Completing the review of all pipeline easements with People's
Energy and Chicago Title Insurance Company and securing the issuance of the
final, master Title Policy.

 3.  Completing those outstanding improvements on the facility
property currently covered by the Corporate Guaranty in the possession of
the Village of Manhattan.

 4.  Completing the dedication of surrounding roadways.

 5.  Addressing any potential expansion or modification of the
Project.

 Additionally, Fred Mitro has indicated that ENA may (a) acquire
additional nearby property and/or (b) secure a final Special Use Permit over
the Interconnection through Will County.

 As always, please do not hesitate to contact me (312-368-4039), Mark
Gershon (312-368-2127) or Karen Way (312-368-2152) if you have any
questions.  Additionally, please let me know if you would like to
re-establish the regularly scheduled updates regarding the status of the
Lincoln Energy Center.

 Christopher J. Townsend
 Piper Marbury Rudnick & Wolfe
 203 N. LaSalle Street
 Chicago, IL 60601
 (312) 368-4039 (direct line)
 (312) 630-6300 (direct fax)
 christopher.townsend@piperrudnick.com

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