did we get agreement from KPMG to add the language?

-----Original Message-----
From: Jacobson, Kimberley 
Sent: Friday, November 16, 2001 2:55 PM
To: Gresch, Robert
Cc: Apollo, Beth; Cash, Michelle
Subject: FW: Telesis Agreed Upon Procedures


Bob:

I have reviewed the attached engagement letter with KPMG and noted several comments, all of which have been highlighted for your ease of reference. In addition, we need to discuss whether any of the following provisions should be added:

(1)	Warranty for Performance Standards  

	This is the standard language developed by Michelle Cash for agreements involving professional services:
	
	Vendor shall perform the Services in a good and workmanlike manner and in accordance with 	the highest industry standards.  Vendor warrants that it has the experience and capability, 	including supervisory competence, to perform the Services.  Vendor has all licenses, 	permits, and registrations necessary to provide the Services.  Vendor also warrants that it 	and its employees will follow the principles set forth in Enron's Code of Ethics and hereby 	acknowledges that it has received and read the Enron Code of Ethics.

(2)	Mark Holsworth and Michelle Cash have developed the following language pertaining to confidentiality obligations and proprietary issues. I realize it is rather lengthy for an engagement letter but perhaps we should consider some variation thereon. {See Intellectual Property Attachment.)

 (3)	I would also recommend that we insert the following indemnification language:

KPMG AGREES TO DEFEND, PROTECT, RELEASE, INDEMNIFY, AND HOLD COMPANY AND ENRON, THEIR OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, AND THEIR AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES, HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, AND CAUSES OF ACTION BROUGHT BY VENDOR, ITS EMPLOYEES, OR THIRD PARTIES FOR ECONOMIC LOSSES, DAMAGE TO PROPERTY (TANGIBLE OR INTANGIBLE), OR INJURIES OR DEATH OF PERSONS, AND ALL EXPENSES (INCLUDING REASONABLE AND NECESSARY ATTORNEY'S FEES), COSTS, LIABILITIES, AND JUDGMENTS INCURRED IN CONNECTION THEREWITH, ARISING OUT OF, OR RESULTING FROM, VENDOR'S ACTIONS OR INACTIONS UNDER THIS AGREEMENT, INCLUDING VENDOR'S NEGLIGENCE, GROSS NEGLIGENCE, VIOLATION OF STATUTE, OR BREACH OF LEGAL DUTY IN CONNECTION WITH OR ARISING OUT OF OR IN ANY WAY INCIDENT TO OR IN CONNECTION WITH THE SERVICES PROVIDED HEREIN.  IN THE EVENT THAT AN INDEMNIFIED PARTY IS ADJUDICATED TO HAVE BEEN PARTIALLY OR SOLELY LEGALLY RESPONSIBLE FOR SUCH ECONOMIC LOSSES, DAMAGE TO PROPERTY (TANGIBLE OR INTANGIBLE), OR INJURIES OR DEATH OF PERSONS, THIS CONTRACTUAL OBLIGATION OF INDEMNIFICATION SHALL CONTINUE, BUT VENDOR'S INDEMNIFICATION OBLIGATION SHALL NOT EXTEND TO THE PERCENT OF RESPONSIBILITY ATTRIBUTED TO THE INDEMNITEE.  THIS CONTRACTUAL OBLIGATION OF INDEMNIFICATION SHALL SURVIVE SETTLEMENT OF ANY UNDERLYING THIRD-PARTY CLAIM, INCLUDING VOLUNTARY SETTLEMENTS MADE BY THE INDEMNITEE WITH SUCH THIRD PARTY.  VENDOR AGREES TO INDEMNIFY AND DEFEND COMPANY AND ENRON FOR ANY CLAIM, DEMAND, OR CAUSE OF ACTION FOR ANY COMPANY BENEFITS MADE BY ANY OF ITS EMPLOYEES THAT ARE PLACED BY THE VENDOR WITH THE COMPANY OR ENRON FOR ANY PERIOD OF TIME.


Please call me once you have had a chance to consider my comments.

Kim Jacobson
Ext. 51829

-----Original Message-----
From: Apollo, Beth 
Sent: Friday, November 16, 2001 11:10 AM
To: Jacobson, Kimberley
Cc: Cash, Michelle
Subject: FW: Telesis Agreed Upon Procedures


Kim - thanks for your help on this  --

let me know if I need to call Vicki

-----Original Message-----
From: Wilson, Randy D [mailto:rdwilson@kpmg.com]
Sent: Friday, November 16, 2001 10:33 AM
To: Apollo, Beth
Cc: 'rgresch@enron.com'; Pollard, Geoff
Subject: Telesis Agreed Upon Procedures


Hi Beth,

Please find attached our engagement letter for the Telesis agreed upon
procedures engagement.  If you are in agreement with the contents, we would
be ready to start on Monday.  This gives us 8 business days until November
30th which is an aggressive timeline.  If the data is readily available from
SDG&E, we believe that we can make the deadline.  We will know for sure by
early next week.

Please advise immediately if there are any issues with the contents of the
letter.

Best regards

Randy

 <<engagement letter pactel 11 15.doc>> 

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