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Enron Mail |
Can you sneak me a copy of the latest draft? Maybe I can negotiate with Ben.
Kay ---------------------- Forwarded by Kay Mann/Corp/Enron on 04/19/2001 07:01 AM --------------------------- Ann Elizabeth White@ECT 04/18/2001 06:56 PM To: Roseann Engeldorf/ENRON@enronXgate @ ENRON cc: Herman Manis/ENRON@enronXgate@ENRON, Lisa Bills/ENRON@enronXgate@ENRON, Barbara Gray, Ben Jacoby, Steven Krimsky/Corp/Enron@Enron, Kay Mann/Corp/Enron@Enron Subject: Re: MOA - Pompano Beach After our meeting, Ben asked me to please delete the phrase "or its designee" from this draft and, with the assignment language (Section 14), I thought it was clear that there could be a designee (or assignee) if PBEC desired in its sole and absolute discretion. I've also spoken to Herman about his concern that I didn't put in an additional Whereas statement that specifically stated that this agreement is not a binding obligation on PBEC's part to build the facility or incur any of the fees addressed. Ben and I also discussed this and I had hoped that adding a Whereas Clause that says "PBEC desires to construct the Facility if it receives all requisite local, city, county, state or federal approvals for development and construction thereof" made it clearly contingent and that, coupled with broad assignment and termination language, would suffice. As Barbara specifically pointed out at our meeting, the agreement is in fact a binding agreement but the obligations under the agreement are not binding until the conditions subsequent have occurred (being the commencement of construction) and the events of commencement of construction are entirely within PBEC's control. I guess I'm not clear as to what the concern is for adding the word "designee" when the agreement says PBEC has the sole and absolute right to assign to another party, without the City's consent and, if we elect to not build the facility or the agreement otherwise terminates, PBEC is relieved of all obligations under the agreement, which is what is provided for in Section 16.d. I would think that the broad rights of assignment and the absolute release are stronger than just adding the word "designee" in the definition of PBEC. From: Roseann Engeldorf/ENRON@enronXgate on 04/18/2001 05:42 PM To: Ann Elizabeth White/HOU/ECT@ECT cc: Herman Manis/ENRON@enronXgate, Lisa Bills/ENRON@enronXgate Subject: MOA - Pompano Beach Ann Elizabeth - I have reviewed the latest draft - is there any reason why we can't add the phrase "or its designee" in the definition of "PBEC"? Although I understand you have included a broad assignment provision, it helps to include "designee" language to show our compliance with the facility structure. Thanks, Rose
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