I have a PSA which needs to be made 97-10/TurboPark compliant.  Could you 
work on it?  I'll bring it around.

Thanks,

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 02/26/2001 04:09 
PM ---------------------------


Barton Clark@ECT
02/22/2001 12:21 PM
To: Kay Mann/Corp/Enron@Enron
cc:  

Subject: Stone and Webster/Black & Veatch/Other Development Agreements

See the attached Contract Status matrix. All of the proposed agreements in 
the top half of the matrix also have been blessed, as have the Secondary 
Agreements..
----- Forwarded by Barton Clark/HOU/ECT on 02/22/2001 12:19 PM -----

	Barton Clark
	02/21/2001 08:48 PM
		 
		 To: tculwell@andrews-kurth.com, hhaltom@andrews-kurth.com
		 cc: 
		 Subject: Stone and Webster/Black & Veatch/Other Development Agreements

FYI, attached are the forms of design and engineering contracts for the 
Ft.Pierce project. The Technical Design Services Agreement will be cloned - 
one for the Facility improvements and one for the King Plant improvements, 
and the Black & Veatch agreement relates to design of the transmission 
upgrades. The two Technical Design Services Agreements ( with Stone and 
Webster ) will be amended and restated to be full blown Turbo Park compliant 
EPC contracts ( covering procurement and construction, as well as design ) 
with Stone and Webster ( assuming its estimate and delivery date are 
acceptable), at the time the project goes into Turbo Park. 

The Black & Veatch agreement will not be bifurcated, as Black & Veatch will 
not be the EPC contractor, but we will expect the EPC contractor for the 
transmission improvements to warrant the work. One issue we have is how to 
get Black & Veatch to give a Turbo Park compliant transmission improvements 
design warranty, but we may be able to get the EPC contractor to warrant the 
design and the improvements ( Turbo Park did not raise this issue, but it may 
in the future, so we need to be thinking about that ). The Black & Veatch 
agreement also may be assigned to FPUA, along with the transmission upgrades 
EPC contract, as FPUA will own the transmission improvements and supervise 
their construction. 

The reason for bifurcating the agreements is to allow work on "soft cost" 
items to proceed now - as required to keep the project on schedule - until we 
can close the deal with FPUA/FMPA and get into Turbo Park, where the "hard 
cost" procurement and construction expenditures can be made without putting 
the project on balance sheet. 

I'll forward the form Turbo Park EPC Contract under separate cover. Sorry 
about the late deliveries, but maybe you will be able to pick these up in the 
am.
----- Forwarded by Barton Clark/HOU/ECT on 02/21/2001 08:37 PM -----

	Barton Clark
	02/08/2001 04:43 PM
		 
		 To: David Fairley/HOU/ECT@ECT, Mathew Gimble/HOU/ECT@ECT, Bruce 
Golden/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Darrell Stovall/NA/Enron@Enron, 
George McCormick/HOU/ECT@ECT
		 cc: Lisa Bills/Enron@EnronXGate, Catherine Clark/Enron@EnronXGate, Roseann 
Engeldorf/Corp/Enron@ENRON, Herman Manis/Corp/Enron@ENRON
		 Subject: Stone and Webster/Black & Veatch/Other Development Agreements

Attached are Turbo Park and accounting "approved" forms of the Technical 
Design Services Agreement between FPRP and Stone & Webster ( TDSA) and the 
Agreement for Professional Engineering Services between FPRP and Black & 
Veatch ( B&V Agreement). Each form has to now be fashioned to reflect the 
business deal/payment terms/etc. Note that the Scope of Work on the TDSA 
underwent substantial modification to conform with 97-10 requirements, and 
the attached draft Scope of Work only deals with the Facility ( as defined in 
the TDSA ), and not the "improvements" ( which term was included in the draft 
Tasking Letter from which the Scope of Work was fashioned).I assume we will 
need to "clone" this TDSA except for a different Scope of Work description to 
deal with such "improvements" other than the Facility ( ie, I assume these 
are the King Plant improvements).

The TDSA is calculated to put as much of the Turbo Park-approved EPC in front 
of Stone & Webster at the earliest possible date, so that the amendment and 
restatement of the TDSA to make it a full blown Turbo Park EPC Contract will 
be more straightforward. Right now, it is contemplated FPRP would assign its 
interests as Construction Manager under the TDSA to ENA, and the TDSA would 
be concurrently amended and restated as set forth above, both at the time the 
FPRP goes into Phase II of Turbo Park. At the time FPRP goes into Phase I of 
Turbo Park, I believe the TDSA can remain an FPRP obligation ( like any other 
development agreement signed by a project entity that is subsequently 
transferred into Turbo Park). Since the TDSA now only involves soft cost 
expenditures, FPRP can sign it as soon as it is negotiated and agreed by 
Stone & Webster and before it goes into Phase I of Turbo Park.

The B& V Agreement, which was modeled on Black & Veatch's agreement with 
FPUA, also can be signed prior to going into Phase I as soon as it is 
negotiated with Black & Veatch. Like the TDSA, there are commercial terms 
that need to be added. It was modeled on the FPUA Black & Veatch Agreement 
because that should speed negotiation with B & V on its terms, and we may 
want to assign the B & V Agreement to FPUA ( and they too would be 
comfortable with its terms). My understanding is that FPUA is supervising the 
transmission work and will be driving the design and engineering of the 
transmission facilities, so it may make sense for FPRP to assign the B & V 
Agreement to FPUA and simply retain the obligation to pay B & V ( up to a 
cap).

I also have attached a revised version of the spreadsheet Mathew prepared 
listing FPRP contracts already entered into by FPRP ( the so-called secondary 
development agreements)  and those proposed to be entered into before we go 
into Phase I of Turbo Park. Herman and Lisa, let me know which of  the 
secondary agreements you have not previously reviewed ( those marked NO re 
your review ) that you need to review, and I will endeavor to furnish them to 
you.

Let me know if you have any questions.