Resolution No. 91071
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RESOLUTION NO. 9107
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
LETTER AGREEMENT BY AND BETWEEN THE CITY OF VERNON
AND LEHMAN BROTHERS INC. FOR FINANCIAL ADVISORY
SERVICES REGARDING THE MALBURG GENERATING STATION
WHEREAS, the City of Vernon (the "City") is a municipal
corporation and a chartered city of the State of California organized
and existing under its Charter and the Constitution of the State of
California; and
WHEREAS, City staff have recommended on that the City enter
into a Letter Agreement with Lehman Brothers Inc. ("Lehman") to provide
financial advisory services to the City in connection with potential
transactions regarding the City's 134 MW Malburg Generation Station
located in the City of Vernon and associated real and personal assets
owned by the City, including Power Purchase Agreement, transmission
assets and rights and generation assets (collectively, the "Malburg
Plant"); and
WHEREAS, under the terms and conditions of the Letter
Agreement, Lehman shall provide a general business and financial
analysis of the Malburg Plant, including strategic and financial
alternatives, transaction feasibility analysis and a valuation of the
Malburg Plant, assist in the preparation of marketing materials for the
Malburg Plant, and advise the City concerning opportunities for
transactions; and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of subsection (a) of
Section 2.27 of the Vernon City Code, it is in the public interest and
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necessity to enter into an agreement with Lehman.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Letter Agreement with Lehman, a copy of which is attached
hereto as Exhibit A and incorporated by reference.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor to execute said Letter Agreement for, and on
behalf of, the City of Vernon and the Acting City Clerk is hereby
authorized to attest thereto.
SECTION 4: The City Council of the City of Vernon hereby
authorizes and empowers the Acting City Clerk to execute such other
documents and to take such actions as may be necessary or convenient
to carry out the City's obligations hereunder and to effect the
purposes of the Letter Agreement and the transactions therein
authorized.
SECTION 5: The City Council of the City of Vernon hereby
directs the Acting City Clerk, or his designee, to send one fully
executed Letter Agreement to:
Lehman Brothers Inc.
Attn. John Lange, Managing Director
745 Seventh Avenue, 25th Floor
New York, NY 10019-6801
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SECTION 6: The City Clerk of the City of Vernon shall
certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 16th day of August, 2006.
ATTEST:
B V. MALKE ORST, JR.
Acting City Clerk
• i
ff
ENz.wONIS C.M LBUR , Mayor
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, BRUCE V. MALKENHORST, JR., Acting City Clerk of the City of
Vernon, do hereby certify that the foregoing Resolution, being
Resolution No. 9107, was duly adopted by the City Council of the City
of Vernon at a regular meeting of the City Council duly held on
Wednesday, August 16, 2006, and thereafter was duly signed by the Mayor
of the City of Vernon.
(SEAL)
BR E V. MALKENHORST, JR.
Acting City Clerk
- 4 -
EXHIBIT
0
DOW61111
JOHN LANGE
MANAGING DIRECTOR
August 4, 2006
Honorable Leonis C. Malburg, Mayor
City of Vernon
4305 Santa Fe Avenue
Vernon, California 90058
Dear Sir:
This letter agreement (this "Agreement") will confirm the understanding and agreement
between Lehman Brothers Inc. ("Lehman Brothers") and the City of Vernon (the "City") as
follows:
1. The City hereby engages Lehman Brothers on an exclusive basis for the purpose of (a)
providing financial advisory services to the City in connection with a potential
Transaction (defined below) regarding the City's 134 MW Malburg Generating Station
located in Vernon, California and associated real and personal assets owned by the City,
including a Power Purchase Agreement with the City ("PPA"), transmission assets and
rights, and generation assets, together known as the Malburg Plant, all as more fully
described in Exhibit A attached hereto (the "Malburg Plant") and (b) such other matters
as to which the City and Lehman Brothers may agree during the course of Lehman
Brothers' engagement hereunder.
2. Lehman Brothers hereby accepts the engagement described in paragraph 1 and, in that
connection, agrees to:
(a) provide a general business and financial analysis of the Malburg Plant, including
strategic and financial alternatives, transaction feasibility analysis and a valuation of
the Malburg Plant;
(b) assist in the preparation of a descriptive memorandum concerning the Malburg Plant,
which memorandum shall not be made available to or used in discussions with
prospective counterparties to a Transaction until both it and its use for that purpose
have been approved by the City, and
(c) consult with and advise the City concerning opportunities for a Transaction and, if so
requested by the City, participate on the City's behalf in negotiations for such
Transaction.
LEHMAN BROTHERS INC.
745 SEVENTH AVENUE
25 FLOOR
NEW YORK, NY 10019-6801
TEL 212-526-0037 FAX 212-520-0536
EMAIL JLANGE LEHMAN.COM
August 4, 2006
Page 2
3. For purposes of this Agreement "Transaction" shall include any transaction or series or
combination of transactions, other than in the ordinary course of business, whereby,
directly or indirectly, a material interest in the Malburg Plant or its business, or a material
amount of its assets, is transferred, leased or sold for consideration, including, without
limitation, by means of a sale or exchange of capital stock or assets, a merger or
consolidation, a tender or exchange offer, a leveraged buy-out, a minority investment, the
formation of a joint venture or partnership, a lease, franchise or similar agreement, an
initial public offering of securities, directly or indirectly, of the Malburg Plant or other
similar transaction involving the Malburg Plant directly or indirectly. Lehman Brothers
acknowledges that the City is currently in negotiations with Siemens in regard to a
possible transaction relating to the provision of a long term services agreement or an
operations and maintenance agreement, or both, relating to the Malburg Plant and such a
transaction is specifically excluded from the definition of "Transaction" as set forth in
this Agreement. Lehman Brothers also acknowledges that the City is currently in
negotiations with Caithness in regard to a possible transaction relating to the development
of new generating assets and a related operations and maintenance agreement for the
Malburg Plant, and such a transaction shall be specifically excluded from the definition
of "Transaction" as set forth in this Agreement, however, for the sake of clarity, these
negotiations shall be deemed independent of any potential interest that Caithness (or a
Caithness affiliate) may have in the Malburg Plant.
4. The City:
(a) shall furnish to Lehman Brothers the names of all parties with which the City has had
discussions or contacts, including any unsolicited inquiries, for the prior twelve (12)
months or during the term of Lehman Brothers' engagement hereunder concerning a
Transaction,
(b) shall not initiate any discussions with potential counterparties to a Transaction
without first advising Lehman Brothers of such fact, and
(c) shall make available to Lehman Brothers all material information in its possession
concerning the business, assets, liabilities, operations, financial condition and
prospects of the Malburg Plant which Lehman Brothers reasonably requests in
connection with the performance of its obligations hereunder. All such information
provided by or on behalf of the City shall be complete and accurate in all material
respects and not misleading, and Lehman Brothers shall be entitled to rely upon the
accuracy and completeness of all such information without independent verification.
The City shall continue to advise Lehman Brothers regarding any material
developments or matters relating to the Malburg Plant which occur during the term of
Lehman Brothers' engagement hereunder.
5. The City may refuse to discuss or negotiate a Transaction with any party for any reason
whatsoever and may terminate negotiations with any parry at any time.
August 4, 2006
Page 3
6. As compensation for the services rendered by Lehman Brothers hereunder, the City shall
pay Lehman Brothers as follows:
(a) A retainer of $100,000 payable in cash upon the four week anniversary of the signing
of this Agreement.
(b) A payment of $200,000 payable in cash upon the delivery of the final form of
marketing materials by Lehman Brothers to one or more potential counterparties to a
Transaction.
(c) If an agreement to effect a Transaction entered into either (i) during the term of
Lehman Brothers' engagement hereunder or (ii) at any time during a period of 18
months following the effective date of termination of Lehman Brothers' engagement
hereunder then the City shall pay Lehman Brothers $6,500,000 in cash (the "Advisory
Fee") at the time of closing of a Transaction or upon termination of such Transaction
if it does not close solely due to the City's default; provided, however, that if 50% or
less of the assets of the Malburg Plant is involved in one or more Transactions, then a
percentage of the Advisory Fee shall be payable in a proportionate amount based on
the proportion of assets of the Malburg Plant involved in such Transaction(s) as
determined in good faith by the parties using reasonable metrics from the most recent
GAAP or GAAP-equivalent financial statements existing at the time of closing of
such Transaction(s); provided further, however, that if more than 50% of the assets of
the Malburg Plant is involved in one or more Transactions, then 100% of the
Advisory Fee shall be payable. For the avoidance of doubt, the parties acknowledge
that the Advisory Fee shall be due and payable only if a Transaction is closed (ie,
assets and funds are exchanged) or a binding agreement to effect a Transaction is
fully executed by the City and another party, but does not close solely due to the
City's default. Notwithstanding anything in this Agreement to the contrary, the
Advisory Fee shall not be payable if the City terminates this Agreement for cause.
For purposes of this Agreement, "cause" means the failure of Lehman Brothers to
perform in a material respect its obligations hereunder, provided, however, that the
City shall first give Lehman Brothers reasonable prior written notice of the City's
intent to terminate the engagement for cause (such notice to specify in reasonable
detail the facts alleged to give rise to the City's right to terminate for cause) and shall
have provided Lehman Brothers a reasonable opportunity to cure by performing such
obligations.
(d) The Advisory Fee payable to Lehman Brothers pursuant to subparagraph 6(c) above
shall be paid in cash by the City to Lehman Brothers at the time of closing of a
Transaction or upon termination of such Transaction if it does not close solely due to
the City's default; provided, that any fees previously paid by the City to Lehman
Brothers pursuant to subparagraphs 6(a) and (b) shall be creditable against the
Advisory Fee.
(e) As further consideration for Lehman Brothers' services hereunder, the City hereby
agrees that, to the extent a third party that has entered into an agreement with the City
August 4, 2006
Page 4
with respect to a Transaction requires any financing in order to be able to
consummate such Transaction (including without limitation any interim or permanent
senior or subordinated debt financing or the sale or placement of any debt or equity
securities), the City will use its reasonable efforts to cause such third party to provide
Lehman Brothers with an opportunity to participate as an underwriter, placement
agent or arranger, as the case may be, with respect to such financing. The City shall
not be in breach of this Agreement if the third party elects not to enter into an
agreement with Lehman Brothers.
7. The City shall reimburse Lehman Brothers upon request for its reasonable expenses
(including, without limitation, professional and legal fees and disbursements) incurred in
connection with its engagement hereunder, not to exceed $50,000 without the prior
written approval of the City, which shall not be unreasonably withheld.
8. The City shall:
(a) indemnify Lehman Brothers and hold it harmless against any and all losses, claims,
damages or liabilities to which Lehman Brothers may become subject arising in any
manner out of or in connection with the rendering of services by Lehman Brothers
hereunder (including any services rendered prior to the date hereof) or the rendering
of additional services by Lehman Brothers as requested by the City that are related to
the services rendered hereunder, except to the extent that it is finally judicially
determined that such losses, claims, damages or liabilities resulted from the bad faith,
gross negligence or willful misconduct of an Indemnified Person, as defined below;
and
(b) Promptly after receipt by an Indemnified Person of service of any complaint or actual
notice of the commencement of any action or proceeding with respect to which
indemnification is being sought hereunder, such Indemnified Person will notify the
City in writing of such complaint or of the commencement of such action or
proceeding, but failure to so notify the City will relieve the City from the obligation
to indemnify such Indemnified Person only if and only to the extent the City suffers
actual prejudice as a result thereof, and will not in any event relieve the City from any
other obligation or liability that the City may have to any Indemnified Person
otherwise than in accordance with the provisions hereof. If the City so elects, the
City will assume the defense of such action or proceeding, in which case, the
Indemnified Person shall not be entitled to reimbursement for any costs it incurs for
defense (other than reasonable costs of investigation, assisting the City in its defense
and providing evidence in or preparing to serve or serving as a witness) in connection
therewith; provided, however, that if the Indemnified Person reasonably determines
that having common counsel would present such counsel with a conflict of interest or
if the defendants in or targets of any such action or proceeding include both an
Indemnified Person and the City and such Indemnified Person reasonably concludes
that there may be legal defenses available to it or other Indemnified Persons that are
different from or in addition to those available to the City, or if the City fails to
assume the defense of the action or proceeding or to employ counsel reasonably
August 4, 2006
Page 5
satisfactory to such Indemnified Person in a timely manner, then such Indemnified
Person may employ separate counsel to represent or defend it in any such action or
proceeding and the City will pay the reasonable and customary fees and
disbursements of such counsel; provided, however, that the City will not be required
to pay the fees and disbursements of more than one separate counsel (in addition to
local counsel) for such Indemnified Persons in any jurisdiction in any single action or
proceeding. In any action or proceeding the defense of which the City assumes, the
Indemnified Person will have the right to participate in such litigation and to retain its
own counsel at such Indemnified Person's own expense.
The City agrees that the indemnification and reimbursement commitments set forth in
this paragraph 8 shall apply whether or not Lehman Brothers is a formal party to any such
lawsuits, investigations, claims or other proceedings and that such commitments shall
extend upon the terms set forth in this paragraph to any controlling person, affiliate,
director, officer, employee or consultant of Lehman Brothers (each, with Lehman
Brothers, an "Indemnified Person"). The City further agrees that, without Lehman
Brothers' prior written consent, it will not enter into any settlement of a lawsuit, claim or
other proceeding arising out of the transactions contemplated by this Agreement (whether
or not Lehman Brothers or any other Indemnified Person is an actual or potential party to
such lawsuit, claim or proceeding) unless such settlement includes an explicit and
unconditional release from the party bringing such lawsuit, claim or other proceeding of
all Indemnified Persons.
Additionally, the parties agree that in any legal proceeding between the parties related to
the terms of this Agreement, including with respect to any disputes, breaches or
enforcement of the terms contained herein, the losing party shall reimburse the prevailing
party for any legal and other expenses reasonably incurred by the prevailing party in
connection with such legal proceeding.
9. The City and Lehman Brothers agree that if any indemnification or reimbursement sought
pursuant to the preceding paragraph 8 is judicially determined to be unavailable for a
reason other than the gross negligence or willful misconduct of Lehman Brothers, then,
whether or not Lehman Brothers is the Indemnified Person, the City and Lehman
Brothers shall contribute to the losses, claims, damages, liabilities and expenses for
which such indemnification or reimbursement is held unavailable (i) in such proportion
as is appropriate to reflect the relative benefits to the City on the one hand, and Lehman
Brothers on the other hand, in connection with the transactions to which such
indemnification or reimbursement relates, or (ii) if the allocation provided by clause (i)
above is judicially determined not to be permitted, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) but also the relative faults of
the City on the one hand, and Lehman Brothers on the other hand, as well as any other
equitable considerations; provided, however, that in no event shall the amount to be
contributed by Lehman Brothers pursuant to this paragraph exceed the amount of the fees
actually received by Lehman Brothers hereunder.
August 4, 2006
Page 6
10. Except as contemplated by the terms hereof, or in the event of litigation between the
parties hereto, or as required by applicable law or pursuant to an order entered or
subpoena issued by a court of competent jurisdiction, Lehman Brothers shall keep
confidential all material non-public information provided to it by the City, and shall not
disclose such information to any third party, other than such of its employees and
advisors as Lehman Brothers determines to have a need to know. From time to time
during the course of its engagement with the City, Lehman Brothers may have in its
possession material, non-public information about other entities or transactions that could
potentially be relevant to the City or a Transaction but which cannot be shared. As in all
matters involving confidential client information, information barriers exist that restrict
access to such information within Lehman Brothers, except on a need to know basis.
11. Except as contemplated by the terms hereof, or in the event of litigation between the
parties hereto, or as required by applicable law or pursuant to an order entered or
subpoena issued by a court of competent jurisdiction, any advice to be provided by
Lehman Brothers under this Agreement shall not be disclosed publicly or made available
to third parties, other than such of its employees, consultants, and advisors as the City
determines to have a need to know, which shall include the City Council, without the
prior approval of Lehman Brothers, and accordingly such advice shall not be relied upon
by any person or entity other than the City (which shall include the City Council and City
employees, consultants, and advisors). Notwithstanding anything to the contrary in this
Agreement, Lehman Brothers acknowledges that the agenda and proceedings of the City
Council are public and of public record, as are any agreements entered into by the City;
provided, however, that the City shall use reasonable efforts to maintain as confidential
any information of Lehman Brothers provided pursuant to this Agreement.
12. The City agrees that Lehman Brothers has the right following the closing of a Transaction
to place advertisements in financial and other newspapers and journals at its own expense
describing its services to the City hereunder, provided that Lehman Brothers will submit
a copy of any such advertisements to the City for its approval, which approval shall not
be unreasonably withheld. Furthermore, the City agrees that in any press release
announcing a transaction as contemplated by this Agreement, the City will include in
such press release a reference to Lehman Brothers' role as financial advisor to the City
with respect to such transaction.
13. The term of Lehman Brothers' engagement hereunder shall extend from the date hereof
until terminated as set forth below. Subject to the provisions of paragraphs 5 through 12
and paragraphs 14 through 19, which shall survive any termination of this Agreement,
either party may terminate Lehman Brothers' engagement hereunder at any time with or
without cause by giving the other party at least 10 days' prior written notice, and in any
event, shall terminate on the first anniversary of the date of this Agreement, unless
extended by mutual written agreement.
14. The City and Lehman Brothers each represent to the other that there is no other person or
entity that is entitled to a finder's fee or any type of brokerage commission in connection
August 4, 2006
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with the transactions contemplated by this Agreement as a result of any agreement or
understanding with it.
15. Nothing in this Agreement, expressed or implied, is intended to confer or does confer on
any person or entity other than the parties hereto or their respective successors and
assigns, and to the extent expressly set forth herein, the Indemnified Persons, any rights
or remedies under or by reason of this Agreement or as a result of the services to be
rendered by Lehman Brothers hereunder. The parties acknowledge that Lehman Brothers
is not acting as an agent of the City or in a fiduciary capacity with respect to the City and
that Lehman Brothers is not assuming any duties or obligations other than those expressly
set forth in this Agreement. The City further agrees that neither Lehman Brothers nor
any of its controlling persons, affiliates, directors, officers, employees or consultants shall
have any liability to the City or any person asserting claims on behalf of or in right of the
City for any losses, claims, damages, liabilities or expenses arising out of or relating to
this Agreement or the services to be rendered by Lehman Brothers hereunder, unless it is
finally judicially determined that such losses, claims, damages, liabilities or expenses
resulted directly from the gross negligence or willful misconduct of Lehman Brothers.
16. The invalidity or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provisions of this Agreement, which shall remain
in full force and effect.
17. The City represents and warrants, based upon the advice of the Office of the City
Attorney of the City of Vernon, that this engagement letter has been duly and validly
authorized, executed, and delivered by the City and, assuming the due authorization and
execution hereof by Lehman Brothers, constitutes a valid, legal, and binding obligation of
the City enforceable in accordance with its terms. The obligations of the City contained
herein, as the context may require, shall be binding upon the City's council, council
members, administrators, managers and other officials in each of their official capacities
as representatives of the City.
18. This Agreement may not be amended or modified except in writing signed by each of the
parties and shall be governed by and construed and enforced in accordance with the laws
of the State of New York. The City and Lehman Brothers hereby irrevocably and
unconditionally consent to submit to the exclusive jurisdiction of the courts of the State
of New York and of the United States District Courts located in the City of New York for
any lawsuits, actions or other proceedings arising out of or relating to this Agreement and
agree not to commence any such lawsuit, action or other proceeding except in such
courts. The City further agrees that service of any process, summons, notice or document
by mail to the City's address set forth above shall be effective service of process for any
lawsuit, action or other proceeding brought against the City in any such court. The City
and Lehman Brothers hereby irrevocably and unconditionally waive any objection to the
laying of venue of any lawsuit, action or other proceeding arising out of or relating to this
Agreement in the courts of the State of New York or the United States District Courts
located in the City of New York, and hereby further irrevocably and unconditionally
waive and agree not to plead or claim in any such court that any such lawsuit, action or
August 4, 2006
Page 8
other proceeding brought in any such court has been brought in an inconvenient forum.
Any right to trial by jury with respect to any lawsuit, claim or other proceeding arising
out of or relating to this Agreement or the services to be rendered by Lehman Brothers
hereunder is expressly and irrevocably waived.
19. The City acknowledges that Lehman Brothers is a full service securities firm and as such
from time to time, subject to applicable securities laws, may effect transactions for its
own account or the account of its customers and hold long or short positions in debt or
equity securities of entities which may be the subject of the transactions contemplated by
this Agreement.
[Remainder of this page intentionally left blank]
August 4, 2006
Page 9
If the foregoing correctly sets forth the understanding and agreement between Lehman
Brothers and the City, please so indicate in the space provided for that purpose below,
whereupon this letter shall constitute a binding agreement as of the date hereof.
LEHMAN BROTHERS INC.
IC
AGREED:
CITY OF VERNON
BY�
L ONIS C. MALBURG, ayor
ATTEST -
By:
BRUCE V. MALKENHORST, JR.
Acting City Clerk
APPROVED AS TO FO
.f4
By:
ERIC T. FRESCH, City Attorney
EXHIBIT A
August 4, 2006
Page 10
EXHIBIT A
MALBURG PLANT
For purposes of this Agreement, the Malburg Plant shall mean the 134 MW Plant located in
Vernon, California, and the related PPA, transmission assets and rights, and generation assets, all
as further described below:
The Malburg Plant will include the following assets:
1. The City will enter into a PPA with the buyer, sufficient to guarantee a rate of return
adequate to the buyer to support the purchase price paid by the buyer.
2. Transmission assets and firm transmission rights: COTP; Mead -Phoenix and Mead-
Adelanto.
3. Generation assets: Palo Verde Nuclear Generating Station, I l MW interest.
The following operations related to the Malburg Plant shall be excluded from the Transaction,
and be retained by the City:
1. Distribution system; operation and maintenance, whether through City employees or
a contract with third parties.
2. Customer billing, including current accounts receivable and all future income stream.
3. Customer metering.
4. Customer rate design (City Council will maintain rate making authority).
5. Old power house.
Memorandum
Date: August 22, 2006
To: Craig Underwood
From: Kristen Enomoto
Re: Lehman Brothers Agreement
Per Eric's instructions, enclosed is a fully executed original Letter Agreement between the City
of Vernon and Lehman Brothers Inc., which was approved by the Vernon City Council on
August 16, 2006, through Resolution No. 9107. Please forward said agreement to:
Lehman Brothers Inc.
Attn. John Lange, Managing Director
745 Seventh Avenue, 25th Floor
New York, NY 10019-6801
c: Agreement File 06-092
Resolution No. 9107
t
Enomoto, Kristen
From: eric fresch [efresch C mycingular.blackberry.net]
Sent: Tuesday, August 22, 2006 11:24 AM
To: Enomoto, Kristen
Subject: Re: Quinn's address
Please fedx for first thing tomorrow
Thanks
Eric
Sent via BlackBerry from Cingular Wireless
-----Original Message -----
From: "Enomoto, Kristen" <Kenomoto@ci.vernon.ca.us>
Date: Tue, 22 Aug 2006 11:23:27
To:"eric fresch" <efresch@mycingular.blackberry.net>
Subject: RE: Quinn's address
Today? By what means? Mail, Fed -Ex, or messenger?
-----Original Message -----
From: eric fresch [mailto:efresch@mycingular.blackberry.net]
Sent: Tuesday, August 22, 2006 11:15 AM
To: Enomoto, Kristen
Cc: Malkenhorst, Bruce Jr; Craig Underwood
Subject: Re: Quinn's address
No Craig is to send original
Directly to Lehman
Please send original to
Craig
Thanks
Eric
Sent via B1ackBerry from Cingular Wireless
-----Original Message -----
From: "Enomoto, Kristen <Kenomoto@ci.vernon.ca.us>
Date: Tue, 22 Aug 2006 11:06:42
To:"eric fresch" <efresch@mycingular.blackberry.net>
Subject: RE: Quinn's address
I just sent the DA items.
A signed copy of the Lehman agreement and resolution was delivered to Craig yesterday,
8/21/06, around 4:30 p.m. We have not sent Lehman their signed original yet. We were
planning to send it Monday, so Nelly or Bruce can sign the transmittal letter, but we can
send it today if necessary. Any special mailing instructions?
Kristen
-----Original Message-----
From: eric fresch [mailto:efresch@mycingular.blackberry.net]
Sent: Tuesday, August 22, 2006 9:51 AM
To: wordgal@aol.com; Enomoto, Kristen
Subject: Quinn's address
Lesliue please send to Kristen
Spelling and address' of Jack
And Eric Dobberteen
1
i
Kristen did you keep a copy of DA
Letter we sent to Gene Carron
With harrison's response?
I think you have response in your
E-mail
Send to Jack and Eric by e-maill
Once Leslie gets you their addresses
Copy my at this e-mail
What is status of Lehman
Agreement?
Eric
Sent via BlackBerry from Cingular Wireless
2
Memorandum
Date: August 21, 2006
To: Craig Underwood
From: Kristen Enomoto
Re: Lehman Brothers
Per Eric's instructions, enclosed is a fully executed copy of the letter agreement by and between
the City of Vernon and Lehman Brothers Inc., which was approved by the Vernon City Council
on August 16, 2006, through Resolution No. 9107, a signed copy of which is also enclosed.
cc: Agreement File 06-092
Resolution No. 9107
Enomoto, Kristen
From: eric fresch [efresch @ mycingular.blackberry.net]
Sent: Saturday, August 19, 2006 10:20 AM
To: Enomoto, Kristen
Cc: Harrison, Jeff; Craig Underwood
Subject: Lehman Agreement
Kristen
Please have executed Lehman agreement sent to Craig Underwood By messenger
I believe Mayor will sign on Monday
Thanks
Eric
Sent via B1ackBerry from Cingular Wireless
1
4.
CITY CLERK'S OFFICE
INTEROFFICE
DATE: August 29, 2006
TO: Donal O'Callaghan, Director of
FROM: 4
Nelly Giron, Deputy City Clerk
Resolution No. 9107 - A Resolution of the City Council of
the City of Vernon Approving and Authorizing the Execution
of a Letter Agreement By and Between the City of Vernon and
Lehman Brothers Inc. for Financial Advisory Services
Regarding the Malburg Generating Station
RE:
Light & Power
Transmitted herewith is a copy of the fully executed letter agreement
and Resolution No. 9107, referenced above, which was approved by City
Council on August 16, 2006.
Thank you.
NG:dr
C: Resolution File No. 9107
Agreement File No. 06-092