Resolution No. 09828PA
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RESOLUTION NO. 9828
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
CONFIDENTIALITY AGREEMENT BY AND BETWEEN THE CITY
OF VERNON AND STARWOOD ENERGY GROUP GLOBAL, LLC
WHEREAS, the City of Vernon (the "City") owns and operates
its own electric system which services the City's constituents; and
WHEREAS, Starwood Energy Group Global, LLC ("Starwood") is
interested in a potential business transaction with the City relating
to land near Tehachapi, California in connection with construction and
operation of a solar project (the "Project"); and
WHEREAS, the City desires to preserve and protect its rights
by entering into a confidentiality agreement with Starwood in a manner
that preserves the confidentiality and protected status of the
documents, materials, and information to be exchanged, retained and
used; and
WHEREAS, to facilitate discussions relating to the Project,
the City Attorney recommends that a Confidentiality Agreement be
executed with Starwood; 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
necessity to enter into the Agreement with Starwood.
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.
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SECTION 2: The City Council of the City of Vernon hereby
approves the Confidentiality Agreement with Starwood, in substantially
the same form as the copy which is attached hereto as Exhibit A and
incorporated by reference.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Director of Light & Power to execute said Agreement for,
and on behalf of, the City of Vernon and the City Clerk or Deputy City
Clerk is hereby authorized to attest thereto.
SECTION 4: The City Council of the City of Vernon hereby
authorizes the City Administrator, or his designee, to make whatever
nonsubstantive, administrative and/or text changes, upon advice of
1counsel, to the Agreement.
SECTION 5: The City Council of the City of Vernon hereby
authorizes the City Administrator, or his designee, to execute any and
all documents as shall be required to implement the Agreement
consistent with the terms of said Agreement approved herein.
SECTION 6: The City Council of the City of Vernon hereby
directs the Director of Light & Power to forward one fully executed
original to Starwood.
SECTION 7: 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 26th day of January, 2009.
ATT
fVt..
M UELA GIRON, C'ty Clerk
�-- Name: Leonis C. Malburg
Title: Mayor / Mr-to� —Trem-
- 2 -
1 STATE OF CALIFORNIA )
ss
2 COUNTY OF LOS ANGELES )
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4 I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby
5 certify that the foregoing Resolution, being Resolution No. 9828, was
6 duly adopted by the City Council of the City of Vernon at a regular
7 meeting of the City Council duly held on Monday, January 26, 2009, and
8 thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of
9 Vernon.
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11 f%. yL. 4z Z-1)
MANUELA GrROQ, City Clerk
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(SEAL)
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EXHIBIT A
October 21, 2008
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
ATTN: Eric Fresch
CONFIDENTIALITY AGREEMENT
Ladies and Gentlemen:
Starwood Energy Group Global, LLC ("SEG") and the City of Vernon (the "City") desire to disclose
to each other's agents, affiliates, employees, officers, managers, members, limited partners, directors,
consultants, attorneys, accountants, advisors and/or potential capital sources (collectively, while
acting in such capacity, "Representatives") information that may lead to a potential business
transaction involving the purchase or lease of land near Tehachapi, California in connection with
construction and operation of a solar plant (the "Transaction"). SEG and the City shall sometimes be
referred to in this agreement (the "Agreement") individually as a "Party" and jointly as the "Parties."
In consideration of a Party furnishing or causing to be furnished the Information (as defined below)
to the other Party receiving such Information (the "Receiving Party") and its Representatives, the
Receiving Party and the Party disclosing such Information (the "Disclosing Party") agree as follows
for a period of two (2) years from and after the date hereof (unless otherwise specifically provided
below), regardless of whether any or all of the Information has been returned to the Disclosing Party
or destroyed pursuant to paragraph 6:
1. As used in this Agreement, but except as provided in Section 3 below, the term "Information"
means any and all data and information (including without limitation documents, materials, models,
exhibits, samples and demonstrations) imparted to the Receiving Party or its Representatives directly
or indirectly by or on behalf of the Disclosing Party, whether in written or electronic format or oral,
with respect to the Disclosing Party and/or its direct or indirect affiliates, or any of their assets, the
Transaction or the Disclosing Party's or its direct or indirect affiliates' business and affairs,
customers, suppliers, financial condition or otherwise, whether furnished prior to or after the date
hereof, including without limitation financial statements, business plans, budgets, projections and
other financial information, information regarding past, present or future business or prospects, trade
secrets, methods or policies, formulas, processes, strategies, procedures, manuals, instructions,
techniques, devices, records, drawings, specifications, designs, technology, materials and parts lists,
test criteria, customer lists, design data, manufacturing and operating specifications, pricing models,
transaction structures, financing sources and any notes, reports, compilations, summaries,
evaluations, analysis and/or other material prepared by the Receiving Party and or its Representatives
containing any or based, in whole or in part, on any Information. The term "Information" shall also
include the fact that the Information has been made available to the Receiving Party, that the
Receiving Party has inspected any portion of the Information, and the fact that any discussions or
negotiations are taking place concerning a possible Transaction, including the status of such
discussions or negotiations and the terms and conditions thereof (collectively, the "Exchange").
2. All Information is proprietary and confidential and entitled to treatment as such by the
Receiving Party and its Representatives. The Information shall remain at all times the property of
the Disclosing Party only, and no license of any kind is granted hereby.
3. The Parties agree that the term "Information" shall not include the portion of any data or
information which: (i) was or becomes generally known or available in the public domain, through
no act or failure to act by the Receiving Party or its Representatives, (ii) was already known to the
Receiving Party at the time of disclosure free from, to the knowledge of the Receiving Party, any
obligation of confidentiality or secrecy to the Disclosing Party or any other Person, (iii) was or
becomes available to the Receiving Party on a non -confidential basis from a third party not, to the
knowledge of the Receiving Party, under any obligation of confidentiality or secrecy to the
Disclosing Party or any other Person, or (iv) the Receiving Party can demonstrate by reasonable
evidence to have been subsequently independently developed by its Representatives who have not
had access to Information. .
4. The Information will be kept confidential by the Receiving Party and its
Representatives, will not be disclosed by the Receiving Party or its Representatives to any Person
except as specifically provided herein, and will not be used other than in connection with the
evaluation of the Information in connection with a potential Transaction and the negotiation of a
potential Transaction (collectively, the "Permitted Use"). The Information may be disclosed only to
such Representatives of the Receiving Party that have actual need in furtherance of the Permitted
Use. The Receiving Party shall (i) inform each "Of its Representatives receiving the Information of
the confidential nature of the Information, and (ii) direct such Representatives to treat the
Information confidentially in accordance with each of the terms and conditions of this Agreement
and not to use it other than solely in connection with the Permitted Use. Without limiting the
foregoing, the Receiving Party shall be responsible for any use of the Information by its
Representatives to whom the Receiving Party has disclosed Information inconsistent with or in
breach or violation of this Agreement. The term "Person" shall mean and include, without
limitation, public and private media including, without limitation, the internet, and any corporation,
company, group, governmental department or agency, trust, association, limited liability company,
partnership, other entity or individual.
5. If the Receiving Party or any of its Representatives are required pursuant to legal process to
disclose any Information or the existence or nature of the Permitted Use or the Exchange, such
person will promptly notify, as is practicable and to the extent legally permissible, the Disclosing
Party to permit it to seek a protective order or take other appropriate action. The Receiving Party
will cooperate in the Disclosing Party's efforts to obtain a protective order or other reasonable
assurance that confidential treatment will be accorded the Information and the existence of the
Exchange. If, in the absence of a protective order, the Receiving Party or any of its Representatives
are, in the written opinion of counsel addressed to it, compelled as a matter of law to disclose the
Information or the existence of the Exchange, the Receiving Party may disclose to the person
compelling disclosure only that part of the Information or the Exchange as is required by law to be
disclosed.
6. Within seven (7) days of the written request of the Disclosing Party, the Receiving Party will
immediately return to the Disclosing Party or destroy all copies of ail Information which has been
KC0IDOCS\928508.3 2
provided to or developed by the Receiving Party or its Representatives (whether written, electronic
or otherwise) including, but not limited to, written summaries of any oral analyses, compilations,
studies or other documents prepared by the Receiving Party or its Representatives for purposes of the
Permitted Use or provided by the Disclosing Party. That portion of the Information which consists
of analyses, compilations, studies or other documents prepared by the Receiving Party or its
Representatives for purposes of the Permitted Use shall be destroyed if so requested by the
Disclosing Party and such destruction shall be certified in writing by the Receiving Party or, absent
any such request, held by the Receiving Party and kept confidential and subject to terms of this
Agreement. Notwithstanding the foregoing, the Receiving Party's counsel may retain one copy of
any Information under the other terms of this Agreement. The Receiving Party's obligation under
this Agreement shall survive any return or destruction of the Information, for the period provided
herein.
7. Each Party will promptly notify the other Party in writing if any intelligence comes to the
attention of any of its Representatives working on the Transaction, which intelligence may indicate
there was or is likely to be a loss of confidentiality of any portion of Information because of actions
of such Party or its Representatives. Such Party shall use reasonable efforts to retrieve the lost or
wrongfully disclosed Information and to prevent further unauthorized disclosure or loss of any
Information.
8. No implied waiver by the Parties shall arise in the absence of a waiver in writing signed by
such Party. No failure or delay in exercising any right, power, or privilege hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any right, power, or privilege hereunder. This Agreement will be binding
on and inure to the benefit of the Parties hereto and their respective successors and assigns. Each
Party acknowledges that any breach or violation of this Agreement cannot be sufficiently remedied
by money damages alone and, accordingly, the Disclosing Party will be entitled to seek, in addition
to damages and any other remedies provided by law, specific performance, injunctive and other
equitable relief respecting any such violation. In the event any dispute arises under this Agreement,
the non -prevailing Party shall pay the prevailing Party's reasonable attorneys' fees and expenses,
court costs, expert witness fees, and all other reasonable costs and expenses of litigation. Neither
Party has the right to assign its obligations or rights or privileges to any other Person without the
written consent of the other Party.
9. Nothing herein requires the Parties to enter into any Transaction or negotiate any proposed
Transaction. The Disclosing Party and its Representatives reserve the right in their sole and absolute
discretion to cease the pursuit of a Transaction at any time, to reject any and all proposals with
respect to a Transaction and to terminate any discussions and/or negotiations at any time without any
liability of any kind or nature to the Receiving Party, its Representatives or any other Person.
10. Although the Disclosing Party will endeavor to include in the Information, material and data
which it believes to be relevant, the Receiving Party understands that the Disclosing Party does not
make any representation or warranty as to the accuracy or completeness of the Information, except as
may be provided in a definitive agreement between the Parties. The Receiving Party agrees that
neither the Disclosing Party nor its Representatives shall have any liability to the Receiving Party or
its Representatives resulting from the use of the Information supplied hereunder, except as set forth
in the definitive agreements for a Transaction.
KC01 DO CS\928508.3 3
11. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE
PRINCIPLES OF CONFLICT OF LAWS THEREOF. THIS AGREEMENT MAY BE EXECUTED
IN MULTIPLE COUNTERPARTS, EACH OF WHICH SHALL CONSTITUTE AN ORIGINAL,
BUT ALL OF WHICH SHALL CONSTITUTE ONE AGREEMENT. THIS AGREEMENT MAY
NOT BE MODIFIED EXCEPT BY A WRITING SIGNED BY BOTH PARTIES. ANY RIGHT TO
TRIAL BY JURY WITH RESPECT TO ANY LAWSUIT, CLAIM OR OTHER PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT IS EXPRESSLY AND
IRREVOCABLY WAIVED.
12. This Agreement constitutes the entire agreement between the Parties with respect to the
matters covered hereby, and it is expressly agreed that any and all prior understandings or agreements
between the Parties relating to the subject matter of this Agreement, whether oral or written, are
automatically cancelled by the execution of this Agreement. If a final judicial determination is made
that any provision of this Agreement is an unenforceable restriction against one Party hereto, the
provisions hereof shall be rendered void only to the extent that such judicial determination finds such
provisions unenforceable, and such unenforceable provisions shall automatically be reconstituted and
become a part of this Agreement, effective as of the date first above written, to the maximum extent
in favor of the other Party that is lawfully enforceable.
13. This Agreement may be executed by facsimile signatures, which shall be accepted as
if such signatures were original execution signatures.
Kindly confirm your agreement and understanding to the foregoing terms and conditions by signing
this letter at the place indicated below.
STARWOOD ENERGY GROUP GLOBAL, LLC
By:
Name:
Title:
ACCEPTED AND AGREED:
CITY OF VERNON
By:
Name: Donal O'Callaghan
Title: Director of Light & Power
ATTEST:
By:
Manuela Giron, City Clerk
KC01DOCS\928508.3 4
_dk, _ ..
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
January 28, 2009
Karen Murray
Starwood Energy Group
591 West Putnam Avenue
Greenwich, CT 06830
Re: Confidentiality Agreement
Dear Ms. Murray:
Transmitted herewith is a signed copy of the above -referenced
agreement, approved by City Council on January 26, 2009, through
Resolution No. 9.828.
If you have any questions regarding this matter, please call Mr. Donal
O'Callaghan, at (323) 583-8811 ext. 834.
Very truly yours,
Nelly Giron
City Clerk
NG:dj
c: Donal O'Callaghan
Resolution No. 9828
Agreement File No. 09-016
Exclusively Industrial
October 21, 2008
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
ATTN: Eric Fresch
CONFIDENTIALITY AGREEMENT
Ladies and Gentlemen:
Starwood Energy Group Global, LLC ("SEG") and the City of Vernon (the "City") desire to disclose
to each other's agents, affiliates, employees, officers, managers, members, limited partners, directors,
consultants, attorneys, accountants, advisors and/or potential capital sources (collectively, while
acting in such capacity, "Representatives") information that may lead to a potential business
transaction involving the purchase or lease of land near Tehachapi, California in connection with
construction and operation of a solar plant (the "Transaction"). SEG and the City shall sometimes be
referred to in this agreement (the "Agreement") individually as a "Party" and jointly as the "Parties."
In consideration of a Party furnishing or causing to be furnished the Information (as defined below)
to the other Party receiving such Information (the "Receiving Parry") and its Representatives, the
Receiving Party and the Parry disclosing such Information (the "Disclosing Party") agree as follows
for a period of two (2) years from and after the date hereof (unless otherwise specifically provided
below), regardless of whether any or all of the Information has been returned to the Disclosing Parry
or destroyed pursuant to paragraph 6:
1. As used in this Agreement, but except as provided in Section 3 below, the term "Information"
means any and all data and information (including without limitation documents, materials, models,
exhibits, samples and demonstrations) imparted to the Receiving Parry or its Representatives directly
or indirectly by or on behalf of the Disclosing Party, whether in written or electronic format or oral,
with respect to the Disclosing Party and/or its direct or indirect affiliates, or any of their assets, the
Transaction or the Disclosing Party's or its direct or indirect affiliates' business and affairs,
customers, suppliers, financial condition or otherwise, whether furnished prior to or after the date
hereof, including without limitation financial statements, business plans, budgets, projections and
other financial information, information regarding past, present or future business or prospects, trade
secrets, methods or policies, formulas, processes, strategies, procedures, manuals, instructions,
techniques, devices, records, drawings, specifications, designs, technology, materials and parts lists,
test criteria, customer lists, design data, manufacturing and operating specifications, pricing models,
transaction structures, financing sources and any notes, reports, compilations, summaries,
evaluations, analysis and/or other material prepared by the Receiving Party and or its Representatives
containing any or based, in whole or in part, on any Information. The term "Information" shall also
include the fact that the Information has been made available to the Receiving Party, that the
Receiving Party has inspected any portion of the Information, and the fact that any discussions or
negotiations are taking place concerning a possible Transaction, including the status of such
discussions or negotiations and the terms and conditions thereof (collectively, the "Exchange").
2. All Information is proprietary and confidential and entitled to treatment as such by the
Receiving Party and its Representatives. The Information shall remain at all times the property of
the Disclosing Party only, and no license of any kind is granted hereby.
3. The Parties agree that the term "Information" shall not include the portion of any data or
information which: (i) was or becomes generally known or available in the public domain, through
no act or failure to act by the Receiving Party or its Representatives, (ii) was already known to the
Receiving Party at the time of disclosure free from, to the knowledge of the Receiving Parry, any
obligation of confidentiality or secrecy to the Disclosing Party or any other Person, (iii) was or
becomes available to the Receiving Party on a non -confidential basis from a third party not, to the
knowledge of the Receiving Party, under any obligation of confidentiality or secrecy to the
Disclosing Party or any other Person, or (iv) the Receiving Party can demonstrate by reasonable
evidence to have been subsequently independently developed by its Representatives who have not
had access to Information.
4. The Information will be kept confidential by the Receiving Party and its
Representatives, will not be disclosed by the Receiving Party or its Representatives to any Person
except as specifically provided herein, and will not be used other than in connection with the
evaluation of the Information in connection with a potential Transaction and the negotiation of a
potential Transaction (collectively, the "Permitted Use"). The Information may be disclosed only to
such Representatives of the Receiving Party that have actual need in furtherance of the Permitted
Use. The Receiving Party shall (i) inform each of its Representatives receiving the Information of
the confidential nature of the Information, and (ii) direct such Representatives to treat the
Information confidentially in accordance with each of the terms and conditions of this Agreement
and not to use it other than solely in connection with the Permitted Use. Without limiting the
foregoing, the Receiving Party shall be responsible for any use of the Information by its
Representatives to whom the Receiving Party has disclosed Information inconsistent with or in
breach or violation of this Agreement. The term "Person" shall mean and include, without
limitation, public and private media including, without limitation, the internet, and any corporation,
company, group, governmental department or agency, trust, association, limited liability company,
partnership, other entity or individual.
5. If the Receiving Party or any of its Representatives are required pursuant to legal process to
disclose any Information or the existence or nature of the Permitted Use or the Exchange, such
person will promptly notify, as is practicable and to the extent legally permissible, the Disclosing
Party to permit it to seek a protective order or take other appropriate action. The Receiving Party
will cooperate in the Disclosing Parry's efforts to obtain a protective order or other reasonable
assurance that confidential treatment will be accorded the Information and the existence of the
Exchange. If, in the absence of a protective order, the Receiving Party or any of its Representatives
are, in the written opinion of counsel addressed to it, compelled as a matter of law to disclose the
Information or the existence of the Exchange, the Receiving Party may disclose to the person
compelling disclosure only that part of the Information or the Exchange as is required by law to be
disclosed.
6. Within seven (7) days of the written request of the Disclosing Party, the Receiving Party will
immediately return to the Disclosing Party or destroy all copies of all Information which has been
KC01DOCS\928508.3 2
provided to or developed by the Receiving Party or its Representatives (whether written, electronic
or otherwise) including, but not limited to, written summaries of any oral analyses, compilations,
studies or other documents prepared by the Receiving Party or its Representatives for purposes of the
Permitted Use or provided by the Disclosing Party.. That portion of the Information which consists
of analyses, compilations, studies or other documents prepared by the Receiving Party or its
Representatives for purposes of the Permitted Use shall be destroyed if so requested by the
Disclosing Party and such destruction shall be certified in writing by the Receiving Party or, absent
any such request, held by the Receiving Party and kept confidential and subject to terms of this
Agreement. Notwithstanding the foregoing, the Receiving Party's counsel may retain one copy of
any Information under the other terms of this Agreement. The Receiving Party's obligation under
this Agreement shall survive any return or destruction of the Information, for the period provided
herein.
7. Each Party will promptly notify the other Party in writing if any intelligence comes to the
attention of any of its Representatives working on the Transaction, which intelligence may indicate
there was or is likely to be a loss of confidentiality of any portion of Information because of actions
of such Party or its Representatives. Such Party shall use reasonable efforts to retrieve the lost or
wrongfully disclosed Information and to prevent further unauthorized disclosure or loss of any
Information.
8. No implied waiver by the Parties shall arise in the absence of a waiver in writing signed by
such Party. No failure or delay in exercising any right, power, or privilege hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any right, power, or privilege hereunder. This Agreement will be binding
on and inure to the benefit of the Parties hereto and their respective successors and assigns. Each
Party acknowledges that any breach or violation of this Agreement cannot be sufficiently remedied
by money damages alone and, accordingly, the Disclosing Party will be entitled to seek, in addition
to damages and any other remedies provided by law, specific performance, injunctive and other
equitable relief respecting any such violation. In the event any dispute arises under this Agreement,
the non -prevailing Party shall pay the prevailing Party's reasonable attorneys' fees and expenses,
court costs, expert witness fees, and all other reasonable costs and expenses of litigation. Neither
Party has the right to assign its obligations or rights or privileges to any other Person without the
written consent of the other Party.
9. Nothing herein requires the Parties to enter into any Transaction or negotiate any proposed.
Transaction. The Disclosing Parry and its Representatives reserve the right in their sole and absolute
discretion to cease the pursuit of a Transaction at any time, to reject any and all proposals with
respect to a Transaction and to terminate any discussions and/or negotiations at any time without any
liability of any kind or nature to the Receiving Party, its Representatives or any other Person.
10. Although the Disclosing Party will endeavor to include in the Information, material and data
which it believes to be relevant, the Receiving Party understands that the Disclosing Party does not
make any representation or warranty as to the accuracy or completeness of the Information, except as
may be provided in a definitive agreement between the Parties. The Receiving Parry agrees that
neither the Disclosing Party nor its Representatives shall have any liability to the Receiving Party or
its Representatives resulting from the use of the Information supplied hereunder, except as set forth
in the definitive agreements for a Transaction.
KC0IDOCS\928508.3 3
11. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE
PRINCIPLES OF CONFLICT OF LAWS THEREOF. THIS AGREEMENT MAY BE EXECUTED
IN MULTIPLE COUNTERPARTS, EACH OF WHICH SHALL CONSTITUTE AN ORIGINAL,
BUT ALL OF WHICH SHALL CONSTITUTE ONE AGREEMENT. THIS AGREEMENT MAY
NOT BE MODIFIED EXCEPT BY A WRITING SIGNED BY BOTH PARTIES. ANY RIGHT TO
TRIAL BY JURY WITH RESPECT TO ANY LAWSUIT, CLAIM OR OTHER PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT IS EXPRESSLY AND
IRREVOCABLY WAIVED.
12. This Agreement constitutes the entire agreement between the Parties with respect to the
matters covered hereby, and it is expressly agreed that any and all prior understandings or agreements
between the Parties relating to the subject matter of this Agreement, whether oral or written, are
automatically cancelled by the execution of this Agreement. If a final judicial determination is made
that any provision of this Agreement is an unenforceable restriction against one Party hereto, the
provisions hereof shall be rendered void only to the extent that such judicial determination finds such
provisions unenforceable, and such unenforceable provisions shall automatically be reconstituted and
become a part of this Agreement, effective as of the date first above written, to the maximum extent
in favor of the other Party that is lawfully enforceable.
13. This Agreement may be executed by facsimile signatures, which shall be accepted as
if such signatures were original execution signatures.
Kindly confirm your agreement and understanding to the foregoing terms and conditions by signing
this letter at the place indicated below.
STARWOOD ENERGY GROUP GLOBAL, LLC ACCEPTED AND AGREED:
CITY OF VERNON
Name: S,as/c,' Name: Donal O'Callaghan
Title: h- K-� ()JA4&f%�L-
APPROVED AS TO FORM:
Jeff
City Attorney
Title: Director, Light & Power
Date:�1-��
ATTEST:
1�
Manuela Giron, Ciiy Clerk
KC0IDOCS\928508.3 4
Page 1 of 1
Romero, Debbie
From: Tolmasoff, Robin
Sent: Wednesday, January 28, 2009 7:51 AM
To: Romero, Debbie
Subject: RE: Starwood Energy Confidentiality Agreement
Importance: High
Karen Murray
Starwood Energy Group
591 West Putnam Avenue
Greenwich, CT 06830
Tel: 203-422-7774
Fax: 203-422-7874
From: Romero, Debbie
Sent: Wednesday, January 28, 2009 7:17 AM
To: Tolmasoff, Robin
Subject: Starwood Energy Confidentiality Agreement
Hi Robin. Please send me the name and address of the person at Starwood that I am supposed to return the
agreement to. Thank you.
Deborah Juarez
Wcords 914anagementAssistant
City of Vernon - City Cferk's Office
4305Santa (FeAvenue
Vernon, CA 90058
(323) 583-8811
1/28/2009