Resolution No. 2012-074RESOLUTION NO. 2012-74
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND RATIFYING THE EXECUTION OF A
CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT BY AND
BETWEEN THE CITY OF VERNON AND POWERDYNE VERNON,
LLC
WHEREAS, the City of Vernon (uCityff) is a chartered
municipal corporation of the State of California that owns and
operates a system for the generation, purchase, transmission,
distribution and sale of electric capacity and energy; and
WHEREAS, the City is in the process of developing projects
relating to potential transactions pertaining to energy generation
opportunities; and
WHEREAS, Powerdyne Vernon, LLC ("Powerdyne") has formed a
joint venture with LA Fiber for the construction of an energy producing
facility within the City (the "Project"); and
WHEREAS, the City desires to preserve and protect its rights
by entering into a confidentiality agreement with Powerdyne 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 Director of Light & Power executed a Confidentiality and
Nondisclosure Agreement on or about May 3, 2012 (the "Agreement") with
Powerdyne, subject to ratification by the City Council; and
WHEREAS, the City Council of the City of Vernon desires to
approve and ratify the actions of the Director of Light & Power in
executing the Agreement on or about May 3, 2012; 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 Powerdyne.
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 and ratifies the Agreement with Powerdyne Vernon, LLC, and
executed by the Director of Light & Power, a copy of which is attached
hereto as Exhibit A.
SECTION 3: The City Clerk of the City of Vernon shall
certify to the passage, approval and adoption of this resolution, and
the City Clerk of the City of Vernon shall cause this resolution and
the City Clerk's certification to be entered in the File of
Resolutions of the Council of this City.
APPROVED AND ADOPTED this 15 th day of May, 2012.
Name: William J. Davis
Title: / Mayor Pro-Tem
- 2 -
STATE OF CALIFORNIA
) ss
COUNTY OF LOS ANGELES
I, Willard G. Yamaguchi, City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution
No. 2012-74, was duly passed, approved and adopted by the City Council
of the City of Vernon at a regular meeting of the City Council duly
held on Tuesday, May 15, 2012, and thereafter was duly signed by the
Mayor or Mayor Pro-Tem of the City of Vernon.
Executed this >/ day of may, 2012, at Vernon, California.
111)
I
(SEAL)
- 3 -
EXHIBIT A
CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT
May This Confidentiality and Nondisclosure Agreement (this "Agreement") is made as of
ApW 3
, —, 2012 by and between the CITY OF VERNON, a California charter city and municipal
corporation ("Vernon' or the "City"), and POWERDYNE VERNON, LLC, a Delaware limited
liability company ("Powerdyge Vernon"). Vernon and Powerdyne Vernon may be referred to
herein individually as a "P@11y" and collectively as "Parties."
RECITALS
A. The Parties intend to discuss certain transactions pertaining to certain renewable
(SCPPA RFI category 2) energy generation opportunities (the "Potential Transaction'), and the
Parties will disclose certain information which is confidential, proprietary or otherwise not
generally available to the public in connection with such opportunities.
B. Each Party (the "Disclosing Party') is prepared to furnish to the other Party (the
"Receiving Party') certain information which is confidential, proprietary or otherwise not
generally available to the public in connection with the Potential Transaction, provided that the
Parties enter into this Agreement and agree to abide by the terms hereof.
NOW THEREFORE, for and in consideration of the premises and the agreements
herein contained, the sufficiency of which is hereby acknowledged, the Parties do hereby agree.
as follows:
1. Nondisclosure of Confidential Information. Each Receiving Party agrees that it will keep
the Confidential Information (as defined in Section 3) confidential and will not use the
Confidential Information for any purpose other than in connection with the Potential
Transaction. The Confidential Information may be disclosed to all affiliates, directors,
officers, employees, agents, attorneys, lenders, auditors, partners and consultants of the
Receiving Party and such Representatives (collectively, "Representatives ?), but only if
such Representatives need to know the Confidential Information in connection with the
Potential Transaction. The Receiving Party agrees that (i) such Representatives will be
informed by the Receiving Party of the confidential nature of the Confidential
Information and the requirement that it not be used other than in connection with the
Potential Transaction, (ii) such Representatives will be directed to be bound by the terms
of this Agreement as a condition of receiving the Confidential Information, and (iii) in
any event, the Receiving Party will be responsible for any disclosure of Confidential
Information, or any other breach of this Agreement, by any of its Representatives. The
Receiving Party shall not disclose the Confidential Information to any person other than
as permitted hereby, and shall safeguard the Confidential Information, including the
content, substance or any effect thereof which would disclose such content or substance
of such information, from unauthorized disclosure using the same degree of care as it
takes to preserve its own confidential information, provided in any event no less than a
reasonable degree of care. For purposes hereof, "person" will be interpreted broadly to
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.
1
2. Required Disclosures.
a. If the Receiving Party or its Representatives are required by a legal or
administrative process, including but not limited to applicable law, statute
(including the California Public Records Act) or governmental rule, regulation,
order, oral question, interrogatories, requests for information or documents,
subpoena, civil investigative demand or similar process, or by any regulatory
authority having jurisdiction over Receiving Party or any of its Representatives in
connection with the exercise of such authority or claimed authority to disclose any
Confidential Information, the Receiving Party shall promptly notify the
Disclosing Party of such requirement (if such notification can be made without
violating the terms of such compelled disclosure), so that the Disclosing Party
may seek an appropriate protective order or waive compliance with this
Agreement . At its own, sole expense, including the costs of attorneys and other
litigation expenses, the Disclosing Party may bring such legal action or
proceeding as it may deem necessary to prevent the disclosure of its Confidential
Information. The Disclosing Party shall indemnify, defend, and hold the
Receiving Party harmless from any liability for attorney fees or other litigation
expenses that may arise from any such legal action or proceeding.
b. The Receiving Party agrees to cooperate with and support, within the required
scope of compliance obligations, any effort by the Disclosing Party to resist or
narrow such request or to seek a protective order or other appropriate remedy. If,
in the absence of a protective order or the receipt of a waiver hereunder, the
Receiving Party or its Representatives are, in the opinion of its or their legal
counsel, compelled to disclose the Confidential Information, the Receiving Party
and/or its Representatives may disclose only such of the Confidential Information
to the patty compelling disclosure as is required by law and, in connection with
such compelled disclosure, the Receiving Party and its Representatives shall use
their reasonable efforts, at the Disclosing Party's request and expense, to obtain
from the party to whom disclosure is made written assurance that confidential
treatment will be accorded to such portion of the Confidential Information as is
disclosed.
3. Matters Relating to the Status of Vernon as a MuniciRgli!y.
a. Powerdyne Vernon acknowledges that Vernon is a municipality subject to the
requirements of the California Public Records Act and, therefore, Vernon may be
required (see 2A above) to make disclosures that a private sector person would not be
obligated to make.
b. Powerdyne Vernon acknowledges that if Powerdyne Vernon and Vernon determine
that they wish to enter into a transaction, the transaction will need to be approved by the
City Council of Vernon and may also need to be reviewed or approved by other official
or advisory committees, all of which approvals and/or reviews will include hearings that
are open to the public and at which any applicable transaction documents and staff
reports would be available to the public.
2
C. Powerdyne Vernon also acknowledges that Vernon might have a role (as a lead or
responsible agency) under the California Environmental Quality Act ("CEOA") in
processing or reviewing environmental clearances for whatever project Powerdyne.
Vernon may propose within the boundaries of the City. Nothing in this Agreement
affects in any way the authority or discretion of the City in its governmental capacity
(whether under CEQA or otherwise) with respect to any such project.
Definition of Confidential Information. As used in this Agreement, "Confidential
Information" means all information that is furnished in connection with the Potential
Transaction to the Receiving Party or its Representatives by the Disclosing Party, or to
which the Receiving Party or its Representatives have access by virtue of their
participation in the Potential Transaction (in each case, whether such information is
furnished or made accessible in writing, orally, visually, electronically or by any other
means).
Any such information furnished to the Receiving Party or its Representatives by a
director, officer, employee, affiliate, stockholder, consultant, agent, attorneys or
representative of the Disclosing Party will be deemed furnished by the Disclosing Party
for the purpose of this Agreement. Notwithstanding the foregoing, the following will not
constitute Confidential Information for purposes of this Agreement:
i) information which is or becomes generally available to the public, other than as a
result of a disclosure or other act by the Receiving Party or its Representatives in
violation of this Agreement;
ii) information which can be shown by the Receiving Party to have been already
known to the Receiving Party ona non -confidential basis prior to being furnished
to the Receiving Party by the Disclosing Party, or information which can be
shown by the Receiving Party to have been independently developed by the
Receiving Party or its Representatives without reliance upon the Confidential
Information; and
iii) information which becomes available to the Receiving Party on a non -confidential
basis from a source other than the Disclosing Party or a representative of the
Disclosing Party, if such source was to the knowledge of the Receiving Party, not
subject to any prohibition, against transmitting the information to the Receiving
Party.
5. No Disclosure of Potential Transaction' Except as may be required by applicable law, the
Receiving Party shall not, nor shall permit its Representatives to, disclose to any person
either the fact that discussions regarding the Potential Transaction are taking place, or any
of the terms, conditions or other facts with respect to any proposal related to the Potential
Transaction, or the status of the negotiations relating to any such proposal; all of which
information shall be deemed to be included within the definition of "Confidential
Information" for purposes of this Agreement.
6. No Warranty of Accuracy. The Disclosing Party makes no representation or warranty,
express or implied, with respect to the accuracy or completeness of the Confidential
Information provided to the Receiving Party. Neither the Disclosing Party nor any of its
directors, officers, or employees shall have any liability to the Receiving Party, any of its
Representatives, or any other person, relating to the accuracy and completeness or the use
of the Confidential Information.
7. Termination: Duration of Obligations. Unless sooner terminated by mutual written
Agreement of the Parties, this Agreement and the obligations hereunder shall terminate
on the earlier of (i) two years from the date negotiations are terminated as to the
Potential Transaction, and (ii) the date the Receiving Party and the Disclosing Party enter
into a definitive, agreement in respect of the Potential Transaction.
8. Assignmen . This Agreement shall inure to the benefit of and shall be binding upon the
Parties' respective successors and permitted assigns. Each Party hereto may not assign
its rights hereunder to any other person absent the written consent of the other Party
hereto, such consent not to be unreasonably withheld or delayed and any attempted
assignment without such prior written consent shall be void and invalid.
9. Return of Information. The Disclosing Party may elect at any time to terminate further
access to its Confidential Information. Upon written request of the Disclosing Party, the
Receiving Party agrees to promptly return or, at its option, promptly destroy any and all
Confidential Information as well as any other information disclosed to it and its
Representatives by or on behalf of the Disclosing Party, including all originals, copies,
translations, notes, or any other form of said material, without retaining any copy or
duplicate thereof; provided that such return or destruction is reasonably practicable, with
respect to electronic data, given the limitations on the permanent destruction of electronic
data located on information technology system, in each case subject to Receiving Party's
other obligations hereunder with respect thereto, provided that the Receiving Party and its
Representatives may retain such Confidential Information (including back-up tapes and
other back-up media) as it may be required to record or keep in its files by applicable
statute, law, rule or regulation or by any judicial, governmental, supervisory or regulatory
,body or pursuant to its bona fide compliance and record retention policies and
procedures. Any Party retaining any Confidential Information in accordance with law or
this Agreement shall notify the other Party of the Confidential Information being retained
and the reason. therefore. To the extent any Confidential Information is retained by the
Receiving Party pursuant to the foregoing exception, the Receiving Party shall remain
subject to its obligations and commitments hereunder with respect to such retained
Confidential Information notwithstanding the expiration of the period set forth in
Section 6 for so long as such Confidential Inforrnation is so retained.
10. No Waiver. No failure or delay in exercising any right, power or privilege hereunder will
operate as a waiver thereof, nor will any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any other right, power or privilege
hereunder.
4
Il. Validity. In the event any provision in this Agreement should be found to be invalid,
illegal or unenforceable in any respect by a court of competent jurisdiction, the validity,
legality or enforceability of the remaining provisions contained in this Agreement shall
not in any way be affected or impaired by such a finding.
12. Remedies. The Receiving Party acknowledges and agrees that money damages would
not be a sufficient remedy for any breach of this Agreement, and the Disclosing Party
shall be entitled to seek specific performance and/or injunctive relief as remedies for any
such breach without opposition from the Receiving Party, and the Receiving Party further
agrees to waive, and to use reasonable efforts to cause such Party's Representatives to
waive, any requirement for the securing or posting of any bond in connection with such
remedy. Such remedies shall not be deemed to be the exclusive remedies for a breach of
this Agreement, but shall be in addition to all other remedies available at law or in equity.
Any liability of Receiving Party hereunder shall be limited to direct damages and shall
exclude any other liability, including without limitation liability for special, indirect,
punitive or consequential damages in contract, tort, warranty, strict liability or otherwise.
13. No License. It is understood and agreed that neither the execution of this Agreement nor
disclosure of any Confidential Information by the Disclosing Party to the Receiving Party
shall be construed as granting to the Receiving Party or any of its Representatives any
license or rights in respect of any part of the Confidential Information disclosed to it,
including any trade secrets included in any such Confidential Information.
14. No Obligation Regardiny a Transaction. Nothing in this Agreement shall in any manner
obligate either Party to negotiate or proceed with any transaction, whether or not relating
to the Potential Transaction.
15.. Notices; Contact. Any notice under this agreement shall be made in writing and be
delivered via hand delivery, United States mail, courier service, facsimile or electronic
mail as specified below. Notice by hand delivery, facsimile or electronic mail shall be
effective at the close of business if received during business hours on a weekday
(excluding any bank holidays), and otherwise shall be effective at the close of business
on the next weekday (excluding any bank holidays). Notice by overnight United States
mail.or overnight courier shall be effective on the next weekday (excluding any bank
holidays) after it was sent. Notice by non -overnight United States mail or non -overnight
courier shall be effective on the weekday (excluding any bank holidays) that it is
received, or, if not received on a weekday (excluding any bank holidays), the first
weekday (excluding any bank holidays) after it is received. A Party may change its
notice information by providing notice of same in accordance herewith.
If to Vernon:
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Facsimile: 323-826-1438
Attn: Director of Light & Power Department
61
With a copy to:
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Facsimile: 323-826-1438
Attn: City Attorney ,
and
Latham & Watkins LLP
355 South Grand Avenue
Los Angeles, CA 90071-1560
Attn: David B. Rogers, Esq.
Facsimile: 213-891-8763
If to Powerdyne Vdmon LLC:
Powerdyne Vernon, LLC.
4740 Von Karman Avenue, Suite 100
Newport Beach, California 92660
Attn: Geoff Hirson
Facsimile: 949-861-9349
With a copy to:
Manatt, Phelps & Phillips, LLP
One Embarcadero Center, 30th floor
San Francisco, CA 94111
Attn: David L. Huard
Facsimile: 415-291-7474
16" Miscellaneous. The headings of the paragraphs of this Agreement are inserted for
convenience only and do not constitute a part hereof or affect in any way the meaning or
interpretation of this Agreement. This Agreement shall be governed by and construed in
accordance with the laws of the State of California without regard to any conflicts of laws
rule that would apply the laws of another jurisdiction. This Agreement may be executed
in several counterparts, and all such counterparts shall constitute one agreement binding
on the Parties hereto and shall have the same force and effect as an original instrument.
This Agreement may be executed by facsimile signature and any such signature shall be
accepted as if it were an original execution signature.
17. Entire Agreement. This Agreement contains the entire agreement of the Parties,
supersedes any and all prior agreements, written or oral, between them relating to the
subject matter hereof, and may not be modified or amended unless agreed to in writing by
each Party.
rl
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and
year first above written.
THE CITY OF VERNON POWERDYNE VERNON, LLC
By:
Nam
Title
Attest
By: 4illard b. YAag hi 61
Title . : QJMJ�i� j0pi �
1tv Clerk
AS
Chief Deputy C#y Ait
By:
Name:
Title:
Signature Page to Confidentiality And Nondisclosure Agreement
7
CITY.CLERK'S OFFICE
INTEROFFICE MEMORANDUM
DATE: May 17, 2012
TO: Carlos Fandino, Director of Light & Power
FROM: Willard Yamaguchi, City Clerk
RE: Resolution No. 2012-74 — A Resolutlionf the City Council of the City of Vernon
Approving and Ratifying the Execution of a Confidentiality and Nondisclosure Agreement
By and Between the City of Vernon and Powerdyne Vernon LLC
Transmitted herewith is a copy of Resolution No. 2012-74 referenced above, which was approved by City
Council on May 15, 2012.
Thank you.
WY:dj
Attachment
c: Peter Hervish
David Rogers
Resolution No. 2012-74
Agreement No. 12-039
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A
OFFICE OF THE CITY CLERK
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
May 3, 2012
David B. Rogers, Esq.
Latham & Watkins LLP
3 5 5 S. Grand Avenue
Los Angeles, CA 90071-1560
Re: Powerdyne Confidentiality and Nondisclosure Agreement
Dear Mr. Rogers:
Please find enclosed two fully executed originals of the above -referenced document, scheduled
for ratification at the City Council meeting to be held on May 15, 2012.
If you have any questions regarding this matter, please contact Carlos Fandino at (323) 583-8811
ext. 834.
Ze thly
WILLAR�
City Clerk
WGY:dj
Enclosures
c: Carlos Fandino
Peter Hervish
Agreement File No. 12-039
Ex,c fus ive 15 . rn dust ria I
Juarez, Debbie
From: Juarez, Debbie
Sent: Thursday, May 03, 2012 2:12 PM
To: 'David. rogers@lw.com'; Fandino, Carlos; Hervish, Peter; Hunter, Audra
Subject: Powerdyne Fully Executed Agreement
Attachments: POWERDYNE CONFIDENTIALITY & NONDISCLOSURE FULLY EXECUTED
AGREEMENT.PDF
Juarez, Debbie
From:
Muro, Evangelina
Sent:
Wednesday, May 02, 2012 5:09 PM
To:
Juarez, Debbie
Cc:
Yamaguchi, Willard
Subject:
Powerdyne Vernon, LLC
Debbie,
A confidentiality and nondisclosure agreement with Powerdyne has been executed by Carlos and is pending
Willard's attestation and approved as to form.
Peter has asked that once the agreement is fully executed that 2 original agreements be sent to David Rogers
of Latham & Watkins; City to keep one original. Also please send a pdf copy of the agreement to David
Rogers, Carlos and Peter.
Background: A meeting is to take place Monday morning therefore the agreement is needed by tomorrow. A
resolution for the approval and ratification will be placed on the May 15ffi meeting.
Thank you.
Eva Muro
City Attorney Dept., City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Work; (323) 583-8811 x 273
Fax: (323) 826-1438
CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous e-mail messages attached to it may
contain confidential information that is legally privileged. If you are not the intended recipient, or a person responsible for delivering
it to the intended recipient, you are hereby notified that any disclosure, copying, distribution or use of any of the information contained
in or attached to this transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please immediately
notify the sender. Please destroy the original transmission and its attachments without reading or saving in any manner.
AOL
cll�c _11A
RECEIVED
MAY 0 3 201� STAFF REPORT
CITY CLERK'6 OFFICE LIGHT & POWER
DATE: May 2, 20121
TO: Honorable Mayor and City Council
FROM: Carlos Fandino Jr., Director of Light & Power
RE: Powerdyne Vernon, LLC
PURPOSE
MAY 0 2 2012
CITY ADMINISTRATION
The city of Vernon was contacted by LA Fiber, a business in the city of Vernon and
Power Dyne, an engineering firm, of Newport Beach, California for consideration and
discussion of a possible Renewable Energy generation site for the City within the City.
The City has met informally with the President of both LA Fiber and Power Dyne who
have formed a Joint Venture (the "JV') for the construction of an energy producing
facility within the City and within the boundaries of the LA Fiber plant. The interest of
both the City and the JV is to explore the opportunity for the generation of energy
meeting California RPS of up to 8 MW's per hour into the City grid. This opportunity
would enhance the City's RPS portfolio and provide an excellent demonstration of a City
industry working with the City to meet its State mandated requirements while at the
same time help to lower the projected cost of purchasing outside energy for said
purpose.
The City and the JV have prepared an NDA with their respective legal counsels so that
prior to meeting and discussing proprietary details of the possible agreement and
process, both parties are protected. The purpose of the discussions will lead to a more
detailed proposal which would be formalized and presented to the City Council for
consideration, discussion and possible approval to move forward PRIOR to any
obligation. The attached Confidentiality & Non -Disclosure Agreements with Powerdyne
Vernon, LLC have been approved as to form by the City's Legal department and
executed by the Director of Light & Power.
RECOMMENDATION
Request City Council approval and ratification of the attached executed Confidentiality &
Non -Disclosure Agreement at the May 15, 2012 meeting.
CRF:ah
CITY ATTORNEY'S OFFICE
INTER -DEPARTMENT MEMORANDUM
DATE: April 30, 2012
TO: Carlos Fandino, Director of Light & Power
FROM: Willard G. Yamaguchi, Chief Deputy City Attorney
RE: Powerdyne Vernon, LLC
I have received and reviewed your Memorandum dated April 26, 2012,
and the attachments thereto.
The Confidentiality & Non -Disclosure Agreement is approved as to
form.
WY: em
Interoffice
DATE: Apri126,2012 U fulz
TO: Willard Yamaguchi,
Chief Deputy City Attorney
FROM: Carlos R. Fandino, Jr.
Director of Light and Pe
Memorandum
ME
CITY ATTORNEY DEPT,
RE: Confidentiality and Non -disclosure Agreements between the City of
Vernon and Powerdyne Vernon, LLC.
Attached for your review are the Confidentiality & Non -Disclosure Agreements with
Powerdyne Vernon, LLC for discussion of potential transactions pertaining to
(SCPPA RFI Category 2) energy generation opportunities.
If you have any questions, please call me on extension 834.
CRF:tt
C: Document Control
TO: Willard Yamaguchi,
Chief Deputy City Attorney
FROM: Carlos R. Fandino, Jr.
Director of Light and Pe
Memorandum
ME
CITY ATTORNEY DEPT,
RE: Confidentiality and Non -disclosure Agreements between the City of
Vernon and Powerdyne Vernon, LLC.
Attached for your review are the Confidentiality & Non -Disclosure Agreements with
Powerdyne Vernon, LLC for discussion of potential transactions pertaining to
(SCPPA RFI Category 2) energy generation opportunities.
If you have any questions, please call me on extension 834.
CRF:tt
C: Document Control
David B. Rogers
Direct Dial: -1.213.891.8236
david.rogers@1w.corn
LATHAM&WATKINSLLP
April 23, 2012
Carlos Fandino, Jr.
Director of Light & Power
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Dear Carlos,
355 South Grand Avenue
Los Angeles, California 90071-1560
Tel: -1.213.485.1234 Fax: +1.213.891.8763
�'Iwcom
FIRM / AFFILIATE OFFICES
Abu Dhabi Moscow
Barcelona Munich
Beijing
New Jersey
Boston
New York
Brussels
Orange County
Chicago
Paris
Doha
Riyadh
Dubai
Rome
Frankfurt
San Diego
Hamburg
San Francisco
Hong Kong
Shanghai
Houston
Silicon Valley
London
Singapore
Los Angeles
Tokyo
Madrid
Washington, D.C.
Milan
File No. 037464-0000
I write to forward to you the attached letter from Powerdyne's counsel with three
execution originals of the NDA. Note the instructions in his cover letter, which are fine with me.
Please let me know if you have any questions.
Best regards,
a�D
David B. Rogers
of LATHAM & WATKINS LLP
cc: Willard Yamaguchi, Esq. (w/ copy of Encl.)
Enclosures
LA\263551 1.1
manaft
manatt I phelps I phillips
April 18,2012
David B. Rogers '
Latham & Watkins LLP
355 South Grand Avenue
Los Angeles, CA 90071
Re: City of Vernon and Powerdyne Vernon LLC
Dear Dave:
David L. Huard
Manatt, Phelps & Phillips, LLP
Direct Dial: (415) 291-7430
E-mail: dhuard@manaff.com
Client -Matter: 46125-031
Per our discussions, attached please find three copies of the agreed to "Confidentiality
and Non -Disclosure Agreement" between the City of Vernon and Powerdyne Vernon LLC as
executed by Powerdyne Vernon LLC. Please have the copies executed and return two copies to
me for my client and our records. Thank you for your help and I look forward to meeting with
you soon on this important project.
5 >el
Y'
Da L . Huard
FRIM "111
Enclosures
302080607.1
One Embarcadero Center, 30th Floor, San Francisco, California 94111 Telephone: 415.291.7400 Fax: 415.291.7474
Albany I Los Angeles I New York I Orange County I Palo Alto I Sacramento I San Francisco I Washington, D.C.
manaft
manatt I phelps I phillips
April 18, 2012
David B. Rogers
Latham & Watkins LLP
355 South Grand Avenue
Los Angeles, CA 90071
Re: City of Vernon and Powerdyne Vernon LLC
Dear Dave:
David L. Huard
Manatt, Phelps & Phillips, LLP
Direct Dialt. (415) 291-7430
E-mail: dhuard@manan.com
Climl-Mattu: 46125-031
Per our discussions, attached please find three copies of the agreed to "Confidentiality
and Non -Disclosure Agreement" between the City of Vernon and Powerdyne Vernon LLC as
executed by Powerdyne Vernon LLC. Please have the copies executed and return two copies to
me for my client and our records. Thank you for your help and I look forward to meeting with
you soon on this important project.
c'y'
Da L. Huard
DLH:rm
Enclosures
302080607.1
One Embarcadero Center, 30th Floor, San Francisco, California 94111 Telephone: 415.291.7400 Fax: 415.291.7474
Albany I Los Angeles I New York I Orange County I Palo Alto I Sacramento I San Francisco I Washington, D.C.
David B. Rogers
Direct Dial: -1.213.891.8236
david.rogers@lw.com
LATHAM&WATKINSLL P
April 23, 2012
Carlos Fandino, Jr.
Director of Light & Power
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Dear Carlos,
356 South Grand Avenue
Los Angeles, California 90071-1500
Tel: -1.213,485,1234 Fax: -1.213.801.8763
www1w.com
FIRM I AFFILIATE OFFICES
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File No. 037484-0000
I write to forward to you the attached letter from Powerdyne's counsel with three
execution originals of the NDA. Note the instructions in his cover letter, which are fine with me.
Please let me know if you have any questions.
Best regards,
4�'�D
David B. Rogers
of LATHAM & WATKINS LLP
cc: Willard Yamaguchi, Esq. (w/ copy of Encl.)
Enclosures
LA\263551 1.1