Thanks much for the comments. Here's my preliminary response:

1. Done, and will add a definition of Effective Date
2. Will propose change to city.
3. OK - done.
4. Power plants are normally deemed to be factories for this purpose.
5. They promise to send us each a card and fruit cake each Christmas (just 
kidding). Your point is understood, but this is a small commercial point 
relative to the overall deal.
6. Will propose change to city.
7. Ties to definition of Effective Date, which we will propose as requiring 
the passage of a resolution.
8. Sections will be added.

I'll send you the redraft as soon as we get it. Thanks again.

Ben


 -----Original Message-----
From:  Bills, Lisa  
Sent: Thursday, June 07, 2001 6:42 PM
To: Mann, Kay; Jacoby, Ben
Cc: Krimsky, Steven; Fleenor, William; Engeldorf, Roseann
Subject: RE: Deerfield development agreement

I have since met with Ben on this agreement but wanted to let you see my 
comments as you are incorporating Deerfield's changes.  I was in meetings all 
day and just realized that I never sent this out.

Finance comments.  I have left a message with Rose asking what her comments 
to you were so we could coordinate.  Since I haven't heard from her yet I 
will provide these and follow-up if there are any others which need 
mentioning after I speak with her.

1.  The Effective Date needs to change to "2001"

2.  In Section 2 Landscaping: To avoid any accounting issues raised by 
Accounting, it would be very helpful and along the intent as you indicated to 
Billy, if you would add at the beginning: "After commencement of construction 
of the Facility but prior to the issuance of a CofO......."

3.  Section 4 needs to have a global search done to change all the "PBEC"s to 
"DBEC"s.

4.  Section 6:  Is the Facility truly deemed a "Factory" for permitting fees 
or are we changing the normal classification for a power plant in this 
agreement?

5.  Section 7(b):  Will we be charging the City for the easement for their 
cellular tower?  What is the consideration otherwise for doing so since we 
are paying them all sorts of money for the other items for which we are using 
the City?

 Extra period at the end of this Section.

6.  In the Termination Section can we put in the language from Pompano Beach 
which said that if the Agreement is terminated, all parties relieved of their 
obligations and an instrument would be recorded with County (offset to 
initial recordation of Agreement) indicating that Ag terminated and all 
obligations of the parties have been released?

7.  Does the City need to obtain any approvals prior to execution or at any 
other time to execute and have this be a valid agreement on their part?

8.  I noted that there is no Notices section nor Counterparts section.  Are 
they truly not needed here?  Execution occurring in same place on same doc?

 -----Original Message-----
From:  Mann, Kay  
Sent: Wednesday, June  6, 2001 9:09 AM
To: Fleenor, William
Cc: Jacoby, Ben; Krimsky, Steven; Bills, Lisa
Subject: RE: Deerfield development agreement

Billy, 

It is expected that by the time the hard costs referenced in #2 are incurred, 
the project will be in E Next (or its successor/take out vehicle) since 
construction will be nearly complete.  Costs incurred in #3 should be Phase 2 
E Next costs, since this should be in the construction period, although it 
could be immediately prior to that time.  

Lisa, I skipped Rose on this email since she is out of town, and reviewed 
this agreement before she left.


Kay


From: William Fleenor/ENRON@enronXgate on 06/04/2001 09:46 AM
To: Kay Mann/Corp/Enron@Enron
cc:  

Subject: RE: Deerfield development agreement

See comments therein.



 << File: Deerfield development ag May 31.DOC >> 

 -----Original Message-----
From:  Mann, Kay  
Sent: Friday, June 01, 2001 2:01 PM
To: Fleenor, William
Subject: Deerfield development agreement

Hi Billy,

Can you take a look at this since the Hermanator is out?

Thanks,

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 06/01/2001 02:00 
PM ---------------------------

 << OLE Object: Picture (Device Independent Bitmap) >> 
Kay Mann
05/31/2001 06:48 PM
To: Lisa Bills/Enron@EnronXGate, Herman Manis/Enron@EnronXGate, Roseann 
Engeldorf/Enron@EnronXGate
cc: Ben Jacoby/Enron@EnronXGate, Steven Krimsky/Enron@EnronXGate 

Subject: Deerfield development agreement

Hello.

The commercial team  has asked that I forward this document to you for 
review.  It is a development agreement for a project in Florida.  We have 
attempted to address the accounting/E-Next issues, but please advise of any 
desired changes.

Thank you,

Kay

 << File: Deerfield development ag May 31.DOC >> 

PS  Pardon the formatting.  It will be cleaned up by those with the ability 
to do so.