----- Forwarded by Dan J Hyvl/HOU/ECT on 06/12/2001 02:18 PM -----

	rrrose@aep.com
	06/07/2001 12:34 PM
		 
		 To: dan.j.hyvl@enron.com
		 cc: 
		 Subject: City of Houston - Reimbursement Agreement


Senior Hyvl,

Does the following correspond to your voice mail message from
last Friday?  I believe that I was able to follow it pretty closely.

HPL,  ON  BEHALF  OF ITS OFFICERS, AGENTS, BONDING COMPANIES, EMPLOYEES AND
ANY  OTHER  PARTY  EMPLOYED  OR  CONTRACTED  BY  HPL  TO PERFORM UNDER THIS
AGREEMENT  (COLLECTIVELY  REFERRED  TO IN THIS SECTION AS "HPL"), COVENANTS
AND  WARRANTS THAT IT WILL PROTECT, DEFEND, AND HOLD HARMLESS THE CITY, ITS
EMPLOYEES, OFFICERS, AND LEGAL REPRESENTATIVES (COLLECTIVELY REFERRED TO IN
THIS  SECTION  AS THE "CITY") FROM ANY AND ALL THIRD PARTY CLAIMS, DEMANDS,
AND  LIABILITY,  INCLUDING  DEFENSE  COSTS, RELATING IN ANY WAY TO DAMAGES,
CLAIMS  OR  FINES  ARISING  BY  REASON  OF OR IN CONNECTION WITH HPL'S SOLE
NEGLIGENCE OR OTHER ACTIONABLE PERFORMANCE OR OMISSION OF HPL IN CONNECTION
WITH  OR  DURING THE PERFORMANCE OF THE DUTIES UNDER THIS AGREEMENT, EXCEPT
TO  THE  EXTENT  THAT  SUCH  CLAIMS, DEMANDS, OR LIABILITY RESULTS FROM THE
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE CITY, ITS CONTRACTORS, AGENTS
OR ASSIGNS.

As usual,

THANKS FOR YOUR HELP!!!

r