I may be too late on this but here goes---- if arbitration is out then agree to a forum that is not in their backyard.

 -----Original Message-----
From: 	Erwin, Kenton  
Sent:	Wednesday, September 12, 2001 1:35 PM
To:	Sager, Elizabeth; Yoder, Christian; Hall, Steve C. (Legal); Sanders, Richard B.
Cc:	Erwin, Kenton; 'pgboylston@stoel.com'; Jones, Karen E.
Subject:	Lodi - Master Trading Agreement

Pat, thanks (and congratulations) for pushing the remaining issues with Lodi through to completion.

To the trading lawyers and Richard:  As I have discussed with Christian and Steve, Lodi continues to insist upon removal of the binding arbitration provision.  We have fought hard on this, but the city attorney is steadfast:  He wants to be able to decide, on a case-by-case basis, whether to arbitrate or litigate a particular dispute.  PLEASE LET ME KNOW ASAP IF YOU OBJECT TO THE DELETION OF THE BINDING ARBITRATION PROVISIONS (the agreement will just be silent as to whether the parties can use litigation or arbitration).  Otherwise, we will shortly be executing the master trading agreement, which is needed for a particular trade we are negotiating with the city, as well as for general trading purposes, which Christian and Steve have been handling.

It's worth pointing out that the city attorney made very few proposed changes to this complex agreement.  I thought that was a little strange.  Also, we won the battle to keep TX law for the Enron corp. guaranty.

Thank you,

Kenton