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Enron Mail |
Mr. Hyvl,
I added Section 8.9 in your CPS file below incorporating "Utilization of Small Business Concerns," a clause we are required as a municipality to incorporate in all of our contracts. I added it with the Word tracking feature "in red" so you would not have to type it in yourself. Let me know if it causes your company any qualms. As far as your question regarding purchase orders, all of our purchases from Enron will reference the same purchase order so that you may use the same number on each invoice. -----Original Message----- From: Dan.J.Hyvl@enron.com [mailto:Dan.J.Hyvl@enron.com] Sent: Thursday, November 02, 2000 2:38 PM To: CWPfister@cps-satx.com Cc: "'Dan.J.Hyv@enron.com"@postmaster.enron.com Subject: Re: FW: Enfolio Contract with CPS Changed as requested. (See attached file: CITYPublicServiceSanAntonio.doc) "Pfister, Christian W." To: "'Dan.J.Hyvl@enron.com'" <CWPfister@cps <Dan.J.Hyvl@enron.com< -satx.com< cc: Subject: FW: Enfolio Contract with CPS 11/02/2000 02:10 PM Could you change paragraph iii at the end of Representations and Warranties to read: "(iii) its obligations to make payments hereunder are unsubordinated obligations and such payments are operating and maintenance costs which enjoy first priority of payment under the ordinances of the City of San Antonio which govern payments by Customer." There are no indentures to which CPS is a party. Thanks ... -----Original Message----- From: Jon Wood [mailto:jwood@mattbran.com] Sent: Thursday, November 02, 2000 11:15 AM To: 'Pfister, Christian W.'; Jon Wood Cc: Mc Whirter, Daniel D. Subject: RE: Enfolio Contract with CPS Change the clause after "first priority payment" in (iii) to "under the ordinances of the City of San Antonio which govern payments by Customer." There are no indentures to which CPS is a party. Jon -----Original Message----- From: Pfister, Christian W. [mailto:CWPfister@cps-satx.com] Sent: Thursday, November 02, 2000 8:29 AM To: 'jwood@mattbran.com' Cc: Mc Whirter, Daniel D. Subject: FW: Enfolio Contract with CPS Mr. Wood, As requested, Enfolio shortened and simplified the section on Representations and Warranties. The new language is highlighted on page 2 of the Appendix and states the following: "Further and with respect to Customer only, Customer represents and warrants to Company continuing throughout the term of this Agreement as follows: (i) all acts necessary to the valid execution and performance of this Agreement have been duly adopted, (ii) with respect to the contractual obligations hereunder and performance thereof, it is not entitled to claim immunity on the grounds of sovereignty or similar grounds with respect to itself or its revenues, (iii) its obligations to make payments hereunder are unsubordinated obligations and such payments are operating and maintenance costs which enjoy first priority of payment at all times under any and all indentures to which it is a party." Do you feel that this language is acceptable? Thank you for your advice. -----Original Message----- From: Dan.J.Hyvl@enron.com [mailto:Dan.J.Hyvl@enron.com] Sent: Wednesday, November 01, 2000 5:17 PM To: CWPfister@cps-satx.com Cc: Mc Whirter, Daniel D.; ."'James.I.Ducote""@enron.com'" Subject: RE: Enfolio Contract with CPS Please review the revised representations and warranties language. If acceptable, please print 2 copies, sign and forward to Janet Wallis at Enron for execution by Enron and return of one fully executed copy. (See attached file: CITYPublicServiceSanAntonio.doc) "Pfister, Christian W." To: "'Dan.J.Hyvl@enron.com'" <CWPfister@cps <Dan.J.Hyvl@enron.com<, -satx.com< "'James.I.Ducote@enron.com'" <James.I.Ducote@enron.com< 10/30/2000 cc: "Mc Whirter, Daniel D." 12:18 PM <DDMcWhirter@cps-satx.com< Subject: RE: Enfolio Contract with CPS If you could redraft the "representations and warranties" provision to be simpler and clearer, I think that we could agree to it. The other items look fine. -----Original Message----- From: Jon Wood [mailto:jwood@mattbran.com] Sent: Saturday, October 28, 2000 10:45 AM To: 'Pfister, Christian W.' Cc: 'ksyates@cps-satx.com'; Howard Bye Subject: RE: Enfolio Contract with CPS My reading is that Enron seeks a continuing representation that (i) all transactions have the appropriate approval, waiving any defense of lack of authority, (ii) there is no sovereign immunity (something is left out of thelanguage) defense to any transaction, (iii) payment for the gas will be first in the flow of funds, and (iv) the obligations are not subject to debt restrictions or other public funds restrictions of the Texas Constitution, statutes or CPS constituency documents. I think we can legally make these representations and warranties, but the language needs some work. You should ask them to redraft this provision so it is simpler and clearer. Jon -----Original Message----- From: Pfister, Christian W. [mailto:CWPfister@cps-satx.com] Sent: Monday, October 23, 2000 2:16 PM To: 'jwood@mattbran.com' Subject: FW: Enfolio Contract with CPS Mr. Wood, This is a spot gas contract with Enron that you reviewed on August 8th for Mary Pelayo and Danny McWhirter. Enron has added a paragraph under "Representations and Warranties" that I would like you to review. I am not sure exactly what it means. Thank you. -----Original Message----- From: Yates, Katherine S. Sent: Monday, October 23, 2000 1:52 PM To: Pfister, Christian W. Subject: RE: Enfolio Contract with CPS Sounds like legal mumbo jumbo. I would advise getting John't input in case he is more familiar with the reasoning behind this jargon. Katherine S. Yates CPS Attorney 353-2069 -----Original Message----- From: Pfister, Christian W. Sent: Monday, October 23, 2000 1:40 PM To: Yates, Katherine S. Subject: FW: Enfolio Contract with CPS Kathy, This spot gas contract was reviewed by Jon Wood a few months ago. The following was added under "Representations and Warranties" by Enron. I have highlighted the text in the attachment so you can see where it was incorporated (page 2 of Appendix 1). "Further and with respect to Customer only, Customer represents and warrants to Company continuing throughout the term of this Agreement as follows: (i) all acts necessary to the valid execution and performance of this Agreement have been duly adopted, (ii) with respect to the contractual obligations hereunder and performance thereof, it is not entitled to itself or its revenues or assets from (a) suit, (b) jurisdiction of court, © relief by way of injunction, order for specific performance or recovery of property, (d) attachment of assets or (e) execution or enforcement of any judgment, (iii) its obligations to make payments hereunder are unsubordinated obligations and such payments are operating and maintenance costs which enjoy first priority of payment at all times under any and all indentures to which it is a party, its constitutional and governing documents and applicable law, and (iv) its obligations to make payments hereunder do not constitute any kind of indebtedness of Customer or create any kind of lien on, or security interest in, any property or revenues of Customer which, in either case , is proscribed by any provision of its constitutional and governing documents, any order to judgment of any court or other agency of government applicable to it or its assets, or any contractual restriction binding on or affecting it or any of its assets." Do you think this is acceptable, or do you think I should show this added paragraph to Jon Wood? -----Original Message----- From: Dan.J.Hyvl@enron.com [mailto:Dan.J.Hyvl@enron.com] Sent: Thursday, October 19, 2000 2:51 PM To: Pfister, Christian W.; Mc Whirter, Daniel D. Cc: James.I.Ducote@enron.com; Janet.H.Wallis@enron.com Subject: Re: Enfolio Contract with CPS (See attached file: CITYPublicServiceSanAntonio.doc) Attached please find a revised Enfolio Contract with CPS. The changes incorporated in the attached contract are: 1) "City Public Service (San Antonio)" has been changed to "The City of San Antonio, acting through City Public Service Board". 2) The effective date has been changed to "October 1, 2000. 3) The changes requested in items 1 and 2 of the addendum have been incorporated. 4) The Utilization of Small Business Concerns language has been added as the last item in Appendix "1", and 5) An additional representation has been added at the end of the Representations and Warranties in Appendix "1" relating to the necessary authorizations with respect to the execution, delivery and performance by Customer of this Agreement. If these changes are acceptable please advise and we will forward two original copies for execution. - CITYPublicServiceSanAntonio.doc
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