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Enron Mail |
We could agree to non exclusive jurisdiction in Tenn., but not exclusive
jurisdiction. As for the arbitration forum, my preference would be a major regional metro area--Atlanta comes to mind. Janice R Moore 07/25/2000 01:13 PM To: Richard B Sanders/HOU/ECT@ECT cc: Subject: TEPAC Distributors Agreement This is the note I just mentioned. The question to you is in the last paragraph. Regards, Janice EB3861 Assistant General Counsel, Enron North America Corp. 713-853-1794 (Fax: 713-646-4842) ----- Forwarded by Janice R Moore/HOU/ECT on 07/25/2000 01:12 PM ----- Janice R Moore 07/20/2000 06:41 PM To: Jason R Wiesepape/HOU/ECT@ECT, Phil DeMoes/Corp/Enron@ENRON, Elizabeth Sager/HOU/ECT@ECT cc: Richard B Sanders/HOU/ECT@ECT Subject: TEPAC Distributors Agreement Recapping our call w/ Keith Simmons (TEPAC's outside counsel) this afternoon, we still have the following issues to resolve (the first three are the most important to TEPAC). (1) Subrogation against TVA -- Keith doubts that TEPAC would ever agree to Section 4.5, despite our expressed need to be able to challenge TVA directly on its cut of energy we attempt to deliver or its calculation of Replacement Costs. Keith suggested that Jason and Phil speak directly to Larry Hamilton about this subject, and they will attempt to do that soon. (2) Mitigation Duty -- They are not comfortable w/ a duty to mitigate Replacement Cost damages that are calculated by TVA b/c they cannot foresee circumstances where any action or failure to act could have any impact on those damages. We explained that we wanted the Distributors to have every incentive to cooperate w/ us in keeping those damages minimized. They might be willing to concede on this point if we can work out everything else. (3) EPMI's Cover Damages -- They are not very comfortable agreeing to the concept that a Distributor would have to pay damages to EPMI b/c they cannot imagine how they could be responsible for failing to receive an "into" product such as this. We both agreed to reconsider this. (4) Criteria for Enron's rejection of Distributor -- Our right to approve Distributors is ok, but they want to add language to prevent EPMI from being arbitrary about those approvals. We agreed. (5) Notice of changes to underlying agreements -- Their duty to notify us it ok, but they want to add language that is in line w/ their Distributor agreements, which don't absolutely require Distributors to tell TEPAC everything. We agreed. (6) Request for offers -- They would prefer that EPMI call them every day w/ quotes (which is how Williams does it now), rather than having to initiate the process. We described this as our normal way of doing business and they agreed. (7) Indemnity clause -- We struck a sentence about each party indemnifying the other while they have title to the power, which had been included in our earlier draft. I agreed to look into this. (8) Governing Law and Arbitration -- TEPAC is ok w/ NY law, but would prefer including a clause requiring EPMI to sue TEPAC or any distributor in Tennessee (even tho Keith thinks that would be the legal result anyway). They would also prefer to have the arbitration situs in Tennessee. We both agreed to reconsider this. Richard: What do you think about that? Any comments are welcome. Regards, Janice EB3861 Assistant General Counsel, Enron North America Corp. 713-853-1794 (Fax: 713-646-4842)
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