Richard:
Do you have any thoughts on this?
Carol
---------------------- Forwarded by Carol St Clair/HOU/ECT on 05/05/2000 
09:28 AM ---------------------------


Carol St Clair
04/28/2000 01:47 PM
To: Richard B Sanders/HOU/ECT@ECT
cc:  
Subject: FW: ETA Comments - Arbitration Language

Richard:
Could you please take a look at point #6.  This is the online counterparty 
who had requested in their arbitration language that only monetary damages 
are available as a remedy in any arbitration proceeding and that under no 
circumstances shall specific performance be an available remedy against 
them.  Please let me know what you think.  Thanks.

carol
---------------------- Forwarded by Carol St Clair/HOU/ECT on 04/28/2000 
01:44 PM ---------------------------


"Patton, Joyce E - LP-7" <jepatton@bpa.gov> on 04/19/2000 05:55:35 PM
To: "'Carol.St.Clair@enron.com'" <Carol.St.Clair@enron.com>
cc: "Lamb, William - PTF-5" <wdlamb@bpa.gov> 
Subject: FW: ETA Comments - Arbitration Language


Carol:
My comments are shown in CAPS below.  Once we have agreed on the edits to
the Online Agreement, I am assuming that you will provide a revised version
of the agreement for me to review -- is that correct?  I should be able to
respond very quickly once our final power rates record of decision is sent
to the printer (May 5).  Thanks.
Joyce


-----Original Message-----
From: Carol St Clair [mailto:Carol.St.Clair@enron.com]
Sent: Tuesday, March 07, 2000 2:45 PM
To: jepatton@bpa.gov
Subject: ETA Comments - Arbitration Language




Joyce:
Per my earlier e-mail message, I have had a chance to discuss your proposed
arbitration language with our litigation manager.  We can accept your
proposed
new language with the following chnages:

1.   From our language in the ETA, we need to keep in the provisions
regarding
treble, exemplary and punitive damages.  This is Enron's current policy.  I
ASSUME YOU ARE REFERRING TO THE SENTENCE:  "ONLY DAMAGES ALLOWED PURSUANT TO
THIS AGREEMENT MAY BE AWARDED AND THE ARBITRATORS SHALL HAVE NO AUTHORITY TO
AWARD TREBLE, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND UNDER ANY
CIRCUMSTANCES REGARDLESS OF WHETHER SUCH DAMAGES MAY BE AVAILABLE UNDER THE
LAWS OF THE STATE OF NEW YORK AND/OR THE FAA OR AAA."  THIS IS OK AND CAN BE
INCLUDED IN MY SUGGESTED DISPUTE LANGUAGE IN THE PARAGRAPH THAT ADDRESSES
REMEDIES.

2.   In the first paragraph of your language, we would like to delete the
last
sentence.  THIS IS OK.

3.   With respect to the selection of the arbitrators, we would like to keep
our
language that each party can select 1.  We have no problem going with your
language on selecting the third from a list.  THIS IS OK.

4.   We cannot agree that monetary damages are the exclusive remedy.  How
would
we enforce the confidentiality provisions?   We need some other way to be
able
to seek non-monetary remedies for those types of breaches.  THIS MAY BE OUR
ONLY STICKING POINT.    GENERALLY SPEAKING, THE APPROPRIATE REMEDY FOR A
BREACH OF CONTRACT CLAIM IS A MONETARY REMEDY.  IN A BREACH OF CONTRACT
CLAIM AGAINST THE U.S., THE U.S. COURT OF FEDERAL CLAIMS HAS JURISDICTION
(28 U.S.C. 1491).  SPECIFIC PERFORMANCE IS NOT A REMEDY AVAILABLE AGAINST
THE UNITED STATES BECAUSE SOVEREIGN IMMUNITY HAS NOT BEEN WAIVED FOR SUCH
RELIEF.  [I DO NOTE THAT YOU DID NOT OBJECT TO THIS LANGUAGE IN MY PROPOSED
DISPUTE LANGUAGE SO I ASSUME YOU MAY ALREADY RECOGNIZE THAT FACT.]
SIMILARLY, THERE IS NO GENERAL JURISDICTION FOR THE U.S. COURT OF FEDERAL
CLAIMS TO GRANT INJUNCTIVE RELIEF IN BREACH OF CONTRACT CASES.  BONNEVILLE
IS NOT AMENABLE TO (NOR MAY IT BE LEGALLY AUTHORIZED TO) ENTER INTO
CONTRACTS THAT WOULD PROVIDE ARBITRATORS WITH AUTHORITY BEYOND THAT WHICH
CONGRESS INTENDED TO BE APPLICABLE TO FEDERAL AGENCIES.

I CANNOT ASCERTAIN FROM YOUR COMMENT WHETHER YOUR CONCERN IS THE FACT THAT
BONNEVILLE IS A FEDERAL AGENCY AND SUBJECT TO THE FREEDOM OF INFORMATION
ACT.  IF THAT IS YOUR CONCERN, I WOULD LIKE TO OFFER LANGUAGE THAT COULD BE
ADDED TO YOUR CONFIDENTIALITY PROVISION THAT MAY PROVIDE A GREATER LEVEL OF
COMFORT THAT INFORMATION THAT ENRON DEEMS CONFIDENTIAL IS NOT DISCLOSED
WITHOUT AN OPPORTUNITY FOR ENRON TO RESPOND:

"SUBJECT TO BONNEVILLE'S OBLIGATIONS UNDER THE FREEDOM OF INFORMATION ACT (5
U.S.C. 552, AS AMENDED), THE PRIVACY ACT OF 1974 (5 U.S.C. 552a), THE TRADE
SECRETS ACT OF 1988 (18 U.S.C. 1905), AND ANY OTHER APPLICABLE FEDERAL LAWS,
BONNEVILLE SHALL TREAT AS EXEMPT FROM PUBLIC DISCLOSURE ANY TRADE SECRETS
AND COMMERCIAL OR FINANCIAL INFORMATION FURNISHED PURSUANT TO THIS AGREEMENT
PROVIDED THAT IT IS PRIVILEGED OR CONFIDENTIAL AND IS SO DESIGNATED BY
ENRON.  IN THE EVENT A THIRD PARTY SEEKS DISCLOSURE OF SUCH INFORMATION
UNDER ANY APPLICABLE FEDERAL LAW, BONNEVILLE SHALL PROMPTLY NOTIFY ENRON OF
SUCH EFFORT, AND ANY OPPORTUNITIES FOR ENRON TO PROTEST SUCH DISCLOSURE.
BONNEVILLE SHALL USE ITS REASONABLE EFFORTS TO AVOID DISCLOSURE OF ANY
PRIVILEGED OR CONFIDENTIAL COMMERCIAL INFORMATION."


I look forward to hearing from you.  My number is 713-853-3989.

Carol