I agree with your & Kay's comments.
;
Section 6 "Free Opiton" is nothing more than a wish the City put on the table 
for the first time this past Wednesday.; They have no intention of creating a 
utility nor do they envision being a power marketer.; I agree - omit it from 
the draft.
;
The City is envisioning there is a possiblity the facilty will be expanded in 
the future (which is what Coastal has been;discussing with them regarding 
their phased SC/CC approach), and as such, is willing to have future 
expansion language in the doc (Debbie's 4b).;;The City's position is that 
there are no guarantees the facility will be given the approvals in the 
future for expansion (new commission, change of law, etc) and that the 
language might be of some benefit.; Should we elect to remain quiet, they 
will agree.
;
The City is looking for an initial up front payment of $1.5mm this September 
01, which was Pompano's initial position as well - another wishful thought.; 
I agree with the proposed changes to 3 "prior to the end of the calendar year 
in which DBEC received its building permit" the payment will be made.
;
Steve

-----Original Message----- 
From: Jacoby, Ben 
Sent: Wed 5/30/2001 9:55 PM 
To: Mann, Kay; Krimsky, Steven 
Cc: 
Subject: RE: Deerfield development agreement



Kay / Steve: 

Attached are my comments. I've tried to address Kay's concerns below, and 
agree with them wholeheartedly. From a commercial perspective, paragraph 6 is 
a non-starter.

Let's discuss. Thanks. 

Ben 

<<ENRON-DEERFIELD AGREEMENT 5-30-01 (marked).DOC>> 

 ;-----Original Message----- 
From: ; Mann, Kay; 
Sent:;; Wednesday, May 30, 2001 6:36 PM 
To:;;;; Krimsky, Steven; Jacoby, Ben 
Subject:;;;;;;; Deerfield development agreement 

 Here are my initial comments: 

 There's no clear triggering event which would expedite the internal approval 
process.; For instance, paragraph 3 is a current obligation (re 
landscaping).; It would be easier to process this agreement if the 
effectiveness of this agreement commences when we; file for a building 
permit.; I understand that we would have to pay some of this prior to the 
time the permit is issued, but again, magic words help.

 Paragraph 6 on right of first refusal for power.; Looks like a free call for 
the next 30 years.; Just want to make sure you've bought in on this.; Other 
than the obvious valuation impact, it could impact a purchaser's ability to 
obtain project financing.

 Kay