Per Suzanne's request, here are comments from Kay, John and Scott re GE's
comments to the LOL and indemnity provisions.

Regards,

Scott





Scott Dieball
09/12/2000 01:16 PM

To:   John Schwartzenburg/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc:   Kay Mann/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Sheila Tweed@ECT

Subject:  Re: GE Language  (Document link: Scott Dieball)

Thanks John.  FYI the contract language (w/GE comments) is attached at the
bottom of this E-mail.  When you have a minute we can discuss.




John Schwartzenburg
09/12/2000 10:43 AM

To:   Scott Dieball/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Kay
      Mann/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc:   Sheila Tweed@ECT

Subject:  Re: GE Language  (Document link: Scott Dieball)

 I think that I agree with the points and comments you folks raised in the
first echange on indemnities below, but don't have the document to refer
to. Scott, please drop by and brief me on these.  Cognizant Gov't? Never
heard of  the term, and itis not one of the usual defined terms. Don't know
how it's used here, suggest you decline andmake them clarify.

LOL ISSUES:
1. I suppose that this is a NY law contract. I  do not think you can
effectively limit your liability for gross negligence or wilful misconduct
in NY. Regardless of choice of law, we generally cannot get this limited
or excluded in contracts with owners, either.  I think you should not
accept any GE attempt to limit this by means of the cap on liability or
otherwise , and should avoid muddying the water on the point by taking any
"to the fullest extent permitted by law" clause or other  such stuff as a
compromise. It will be important every time we wrap the GE equipment.

2. Generally, I do not think they should be able to limit their indemnity
for Haz Mat, patents, etc.

3. They have consistently refused to clarify that the indemnity  for all
third party losses includes third party consequentials when Brian or
whoever else over here has been the lead negotiator with GE in the past. I
would like to think that we could get it clarified now that the larger
Enron is working it.  Please try it again if you can.







Scott Dieball
09/11/2000 07:29 PM

To:   Kay Mann/Corp/Enron@ENRON
cc:   Brian D Barto/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, John
      Schwartzenburg/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Martin W
      Penkwitz/NA/Enron@Enron, Roseann Engeldorf/Corp/Enron@ENRON, Sheila
      Tweed/HOU/ECT@ECT@ENRON, Ben Jacoby/HOU/ECT@ECT@ENRON

Subject:  Re: GE Language  (Document link: John Schwartzenburg)

See my comments in blue below.





To:   Scott Dieball/ENRON_DEVELOPMENT@ENRON_DEVELOPMENt, Brian D
      Barto/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, John
      Schwartzenburg/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Martin W
      Penkwitz/NA/Enron@Enron, Roseann Engeldorf/Corp/Enron@ENRON, Sheila
      Tweed/HOU/ECT@ECT, Ben Jacoby/HOU/ECT@ECT
cc:

Subject:  GE Language

I'm not particularly wild about many of the changes proposed by GE.  Agree.
Seems that it would be a good idea to get a consensus on how to respond.
Here are the issues I see:

Indemnity issues:
They should indemnify us from claims by their employees/subcontractors.
Kay - Is your comment in connection with GE's comment to Section 27.1(iii)
(carve out of the 100% LOL for "gross acts" of its subcontractors, vendors,
ect.)?  GE is in an aggressive outsource mode and needs to remain solely
and totally responsible for the actions and liabilities for its
subcontractors and vendors.  I think Section 20.2(a) as written covers
simple negligence of GE's subcontractors and vendors and I would argue that
we need to keep Section 27.1(iii) as written dealing with gross negligence
of GE's subcontractors and vendors.
Indemnity should be triggered by strict liability as well as negligence.
Agree - Maybe we could agree to GE's strike out in 20.2(a) provided the
phrase "negligent or willfully wrongful" is replaced with "negligent, at
fault or strictly liable without fault" (or some variation thereof).
What is a cognizant government?  Don't know!  This was not discussed with
MIke so I am not sure what is the meaning of adding this term.  We need to
also think in terms of how we could be harmed in a situation where GE fails
to comply with law, and instead of Enron incurring a monetary penalty, is
ordered to shut down the facility.

Limit of liability issues:
They want to limit their indemnity obligations for complying with laws,
patent infringement, liability for haz. waste and liens to 100% of purchase
price.
They want the limit of liability to apply to gross negligence, if possible.
Agree - See 1st comment above re indemnity.
They don't want to clarify that they have to indemnify us for another
party's claim for consequentials (as in a personal injury claim).  Agree.

We've don't have anything concrete on assignment yet.  Agree.

Comments?  I suggest we get together before our next scheduled conf. call
to discuss our game plan.

Sheila has asked that we change Wednesday's call to 1100 Central, or 100
Central if 1100 doesn't work.  Is this a problem?  Works for me...just let
me know when, where, ect.

Kay


They should have to
---------------------- Forwarded by Kay Mann/Corp/Enron on 09/11/2000 04:07
PM ---------------------------


michael.barnas@ps.ge.com on 09/07/2000 07:46:07 PM

To:   stephen.swift@ps.ge.com, Sheila.Tweed.@enron.com,
      Roseann.Engeldorf@enron.com, Kay.Mann@enron.com,
      Scott.Dieball@enron.com, Martin.W.Penkwitz@enron.com
cc:   kent.shoemaker@ae.ge.com

Subject:  GE Language


Folks,

Having conferred at last with my colleagues, I can now forward to you our
draft language for the Indemnity and LOL clauses.  As Steve mentioned in
his
earlier message, he has suggested some issues to discuss which could bring
us closer to resolution on that issue.  Please let me know if you have any
question!

Best regards,



     Mike
g _____________
Michael C. Barnas
Counsel, Power Plants Commercial Operations
GE Power Systems
One River Road - Building 37, Room 307
Schenectady,  NY 12345  USA
Phone 8*235-7602       (518) 385 7602
Fax     8*235 5466        (518) 385 5466
Mobile 518 369 9538






(See attached file: MajorClausesGE01.doc)














 - MajorClausesGE01.doc