Subpoena No.

2019R02865019 2019-2
2AO110 (Rev. 04/07) Subpoena to Testify Before Grand Jury

UNITED STATES DISTRICT COURT

MIDDLE DISTRICT OF FLORIDA

TO:
Jacksonville Electric Authority SUBPOENA TO TESTIFY
Attn: Custodian of Records
BEFORE GRAND JURY
21 W. Church Street
Jacksonville, FL 32202 SUBPOENA FOR:
X PERSON
G X DOCUMENT(S) OR OBJECT(S)
G

YOU ARE HEREBY COMMANDED to appear and testify before the Grand Jury of the United States District Court
at the place, date, and time specified below.

PLACE COURTROOM
8th Floor
United States District Court
300 North Hogan Street, Suite 9-150 DATE AND TIME
Jacksonville, Florida 32202-4271 05/20/20, 9:30 a.m.

YOU ARE ALSO COMMANDED to bring with you the following document(s) or object(s):*

SEE ATTACHMENT. PLEASE PROVIDE IN ELECTRONIC FORMAT.

If you have any questions regarding this subpoena, please contact Special Agent Robert Blythe,
Federal Bureau of Investigation, at 904-248-7464.

In lieu of personal appearance before the Grand Jury, records and/or electronic media may be
returned, along with a completed and executed Declaration of Authentication of Business Records
(form enclosed), to Special Agent Robert Blythe, Federal Bureau of Investigation, 6061 Gate
Parkway N., Jacksonville, FL 32256.

G Please see additional information on reverse.

This subpoena shall remain in effect until you are granted leave to depart by the court or by an officer acting on
behalf of the court.
CLERK DATE

(/,=$%(7+:$55(1
04/21/20
(By) Deputy Clerk

NAME, ADDRESS AND PHONE NUMBER OF ASSISTANT U.S. ATTORNEY

This subpoena is issued on application A. Tysen Duva
of the United States of America 300 N. Hogan Street, Room 700
Maria Chapa Lopez Jacksonville, Florida 32202
Phone: 904-301-6300
United States Attorney

* If not applicable, enter “none”.

AO110 (Rev. 04/07) Subpoena to Testify Before Grand Jury

RETURN OF SERVICE (1)

DATE PLACE
RECEIVED
BY SERVER
DATE PLACE
SERVED

SERVED ON (PRINT NAME)

SERVED BY (PRINT NAME) TITLE

STATEMENT OF SERVICE FEES

TRAVEL SERVICES TOTAL

DECLARATION OF SERVER (2)

I declare under penalty of perjury under the laws of the United States of America that the foregoing information
contained in the Proof of Service is true and correct.

Executed on
DATE SIGNATURE OF SERVER

ADDRESS OF SERVER

ADDITIONAL INFORMATION

(1) As to who may serve a subpoena and the manner of its service see Rule 17(d), Federal Rules of Criminal Procedure, or Rule 45(b), Federal Rules of Civil
Procedure.
(2) “Fees and mileage need not be tendered to the witness upon service of a subpoena issued on behalf of the United States or an officer or agency thereof
(Rule 45(b), Federal Rules of Civil Procedure; Rule 17(d), Federal Rules of Criminal Procedure) or on behalf of certain indigent parties and criminal
defendants who are unable to pay such costs (28 USC 1825, Rule 17(b) Federal Rules of Criminal Procedure)”.
Jacksonville Electric Authority
Custodian of Records
21 W. Church Street
Jacksonville, FL 32202-3155

YOU ARE COMMANDED to bring with you the following document(s) or object(s):

Any and all documents and records (as defined below), including electronic (in
native format) and paper files, during the time frame of January 1, 2018 to the present
(unless there is an otherwise indicated timeframe):

A. The Invitation to Negotiate (ITN) and the Long Term Incentive (LTI)
Performance Unit Plan (PUP)

1. All documents and records in any manner pertaining to the Long Term
Incentive (LTI) Performance Unit Plan (PUP).

2. All email communications involving Aaron Zahn, Ryan Wannemacher,

Melissa Dykes, Herschel Vinyard, and any member of the JEA Executive
Team and/or Senior Leadership Team (SLT) regarding the LTI PUP.

3. All documents and records in any manner pertaining to the Invitation to

Negotiate (ITN), transition to a COOP, or issuance of an Initial Public
Offering (IPO).

4. All email communications involving Aaron Zahn, Ryan Wannemacher,

Melissa Dykes, Herschel Vinyard, and any member of the JEA Executive
Team and/or Senior Leadership Team (SLT) regarding the ITN,
transition to a COOP, or issuance of an IPO.

5.

a. All documents and records in any manner pertaining to the May

20, 2019 memorandum from the Nixon Peabody law firm titled
“JEA Memo Regarding Incentive Programs” emailed that same
day from an attorney at Nixon Peabody to Ryan Wannemacher
and Herschel Vinyard. This includes, but is not limited to, all email
communications, text messages, and memoranda involving Aaron
Zahn, any member of the JEA Executive Team and/or Senior
Leadership Team (SLT), prior and subsequent to the issuance of
the referenced May 20, 2019 Nixon Peabody memorandum in any
manner pertaining to that memorandum.

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 b. All documents and records in any manner pertaining to any other
memorandum from the Nixon Peabody law firm in any manner
pertaining to any JEA compensation plan. This includes, but is not
limited to, all email communications, text messages, and
memoranda involving Aaron Zahn, any member of the JEA
Executive Team and/or Senior Leadership Team (SLT).

6. All documents and records in any manner pertaining to communications

with the firm Willis Towers Watson regarding the LTI PUP.

7. The request in item 6 includes, but is not limited to, all documents and
records in any manner pertaining to communications (and the
communications themselves) involving David Wathen (Willis Towers
Watson), any other employee of Willis Towers Watson, Aaron Zahn, Pat
Maillis (JEA), Scott Strackbine (JEA), Ryan Wannemacher, Melissa
Dykes, Herschel Vinyard, and any member of the JEA Executive Team
and/or SLT Members.

8. All documents and records (and all iterations thereof) pertaining to the
Willis Towers Watson power point slide presentation presented to the
JEA Compensation Committee during the June 18, 2019 Compensation
Committee Meeting, and the JEA Board during the June 25, 2019 and
July 23, 2019 JEA Board Meetings.

9. The request in item 8 includes the April 25, 2019 version of the Willis
Towers Watson power point slide presentation that Pat Maillis emailed to
Aaron Zahn that same day (at Zahn’s request), including all metadata for
the power point presentation and any document pertaining to the
alteration of the power point slides.

10. All documents and records showing when the JEA Board
package/materials were provided to the JEA Board Members and/or
Members of the Compensation Committee, in connection with any
Compensation Committee meeting in July 2019 and/or the July 23, 2019
JEA Board meeting. This includes all documents and records illustrating
when Aaron Zahn met with each individual Compensation Committee
Member and/or JEA Board Member in advance of the July 23, 2019 JEA
Board meeting.

11. All documents and records in any manner pertaining to the work that
McKinsey & Company performed regarding all of JEA’s strategic
alternatives, including the status quo, traditional utility response, and all
aspects of the non-traditional utility response.

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12. All documents and records in any manner pertaining to the work that the
Black & Veatch firm performed regarding all of JEA’s strategic
alternatives, including the status quo, traditional utility response, and all
aspects of the non-traditional utility response.

13. All documents and records in any manner pertaining to the work that the
Deloitte firm performed regarding all of JEA’s strategic alternatives,
including the status quo, traditional utility response, and all aspects of the
non-traditional utility response.

14. All documents and records pertaining to communications of any and all
JEA Executive Team and/or SLT Members with attorney Kevin Hyde
and any other lawyer at the Foley & Lardner law firm regarding the LTI
PUP.

15. All documents and records pertaining to communications of any and all
JEA Executive Team and/or SLT Members with Jessica Lutrin and any
other lawyer at the Pillsbury Winthrop Shaw Pittman law firm regarding
the LTI PUP.

16. All documents and records pertaining to communications of any and all
JEA Executive Team and/or SLT Members with any other lawyer, law
firm, or government agency (federal, state, or local) regarding the LTI
PUP.

17. All documents and records pertaining to communications of any and all
JEA Executive Team and/or SLT Members with Michael Scheetz or any
other employee at Mass Mutual regarding the administration of the LTI
PUP.

18. All documents and records pertaining to communications of any and all
JEA Executive Team and/or SLT Members with Kyle Billy and any other
member of the Council Auditor’s Office in connection with the Council
Auditor’s Office November 18, 2019 Report regarding the LTI PUP.

19. All documents and records pertaining to communications of Office of

General Counsel (OGC) attorney Lynne Rhode (assigned to JEA) with
any and all JEA Executive Team and/or SLT Members and/or other
OGC attorneys regarding the ITN, COOP, IPO, and/or LTI PUP.

20. All documents and records, including all preliminary and final proposals
(and the date and time each were received by JEA), submitted by the
following entities pursuant to the ITN, whether for both electric and
water, electric only, or water only:

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 a. NextEra (including Florida Power & Light – FP&L);
b. Duke Energy;
c. Macquarie;
d. ARGO Energy Services;
e. JEA Public Power Partners (PPP);
f. Emera Electric;
g. American Water;
h. IFM Renewable Energy; and
i. Any other entity that submitted an ITN related proposal.

21. The documents and records requested in item 20 include, but are not
limited to, an accounting of the expected revenue to the City of
Jacksonville (COJ) in any potential recapitalization of JEA as a result of
the ITN.

22. All documents and records in any manner pertaining to all lobbying firms
and lobbyists (paid and unpaid) in any manner associated with the ITN
process.

23. All documents and records in any manner pertaining to any

communications with any lobbyist in any manner connected with
NextEra (including FP&L), or previously connected with NextEra, prior
to and/or during the ITN process.

24. All documents and records submitted to (and documents and records
received from) JP Morgan Chase in any manner connected with the ITN,
COOP, or IPO process.

25. All documents and records submitted to (and documents and records
received from) Morgan Stanley in any manner connected with the ITN,
COOP, or IPO process.

26. All documents and records submitted to (and documents and records
received from) any other investment firm or financial institution in any
manner connected with the ITN, COOP, or IPO process.

27. All documents and records regarding JEA submissions to any and all
bond rating agencies not included on the Electronic Municipal Market
Access (known as EMMA) website for rating purposes in calendar years
2015, 2016, 2017, 2018, and 2019. This also includes any and all questions
or inquiries posed by the rating agencies to the JEA CEO and CFO, and
any responses thereto.

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 28. All documents and records pertaining to the use of the App Confide by
Aaron Zahn, any lobbyist, and/or any member of Mayor Lenny Curry’s
administration in connection with the ITN and LTI PUP.

B. The Jax Infrastructure Innovation Summit of 2018 and Innovation Alliance of

Florida, Inc.

1. All documents and records submitted to JEA to obtain funding for the
Jax Infrastructure Innovation Summit 2018 (Innovation Summit),
including but not limited to, bid proposals, consulting contracts, sales
invoices, service agreements, and other business records relating to
transactions between Innovation Alliance of Florida, Inc. (Innovation
Alliance of Florida) and JEA.

2. Copies of checks, ACH payments, wire transfers, or other payment

documents for payments to Innovation Alliance of Florida.

3. Copies of checks, ACH payments, wire transfers, or other payment

documents for payments to Southern Strategies Group, Southern
Group, and/or Deno Hicks, and any return of funds from those
entities and that individual to JEA.

4. Copies of checks, ACH payments, wire transfers, or other payment

documents for any other payments disbursed in support of the
Innovation Summit.

5. All other documents and records generated in support of and/or

associated with the Innovation Summit and/or Innovation Alliance of
Florida.

6. All documents and records showing a list of all JEA employees,

Executive Team and/or SLT Members, and/or Members of the Board
of Directors who attended the Innovation Summit.

C. Selection of CEO Aaron Zahn during the November 27, 2018 JEA Board
Meeting

1. All documents and records, including but not limited to, all Board
Member scoring sheets for candidates Aaron Zahn, Cris Eugstar, and
Pamela Hill.

2. All documents and records received by JEA or the JEA Board regarding
the qualifications of Aaron Zahn, Cris Eugstar, and Pamela Hill to be
named as CEO of JEA.
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 3. All documents and records reflecting any and all contact between any
member of the Mayor’s Office and any JEA Executive Team and/or
Senior Leadership Team (SLT) Member, and/or any JEA Board Member,
regarding the CEO selection.

D. JEA Process as to an Initial Public Offering (IPO)

1. All documents and records, including but not limited to, engagement
letters or contracts between JEA and Morgan Stanley, JP Morgan Chase,
and any other investment firm or financial institution in preparation for
and in furtherance of an IPO.

2. All documents and records in any manner pertaining to communications

with the JEA Board regarding the pursuit of an IPO.

3. All documents and records provided to (or received from) potential

indexes or exchanges pertaining to JEA becoming a publicly traded entity
pursuant to an IPO.

4. All documents and records reflecting invoices received from any

consultant, lobbyist, investment firm, or financial institution in
furtherance of pursuing an IPO.

5. All documents and records reflecting JEA’s expenses and costs incurred in
furtherance of pursuing an IPO.

6. All documents and records pertaining to communications with the

Securities and Exchange Commission (SEC) regarding JEA filings with
the SEC (and any such filings) in preparation for JEA conducting an IPO.

7. All documents and records in any manner pertaining to prospectus drafts

(and the prospectus drafts themselves) prepared by or on behalf of JEA in
preparation for a possible IPO, and any PowerPoint or other summaries of
the prospectus or JEA’s plan for becoming a publicly traded company.

8. All SEC Form S-1 drafts/registration statements and all EDGAR filings
with the SEC.

9. All documents and records pertaining to draft financial statements

submitted by JEA in furtherance of an IPO.

10. All documents and records illustrating and any all potential investors in
the IPO for JEA.

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 11. All documents and records from JEA’s pricing committee or any
investment firm or financial institution’s work on JEA’s behalf to develop
a stock price for JEA’s IPO.

12. All documents and records from any investment firm or financial
institution to assist JEA in complying with the SEC’s regulations(S-K and
S-X) surrounding becoming a publicly traded company.

13. All documentation and records received from JEA’s consultants and
financial statement auditors in furtherance of JEA pursuing an IPO
including compliance with Sarbanes Oxley.

“Documents and records” includes, but is not limited to, correspondence (whether
internal or external), memoranda, reports, handwritten notes, e-mails and e-mail
attachments, phone records, call logs, text messages, calendars, proposals, minutes of
meetings, presentations, letters, drafts, contracts, agreements, financial records, payment
records, negotiable instruments, check stubs, canceled checks, wire transfers, credit card
statements, receipts, invoices, bank statements, travel records, and photographs. The
documents and records (including email communications) must be produced in native
format when possible.

If a document demanded by this subpoena is withheld under a claim of privilege, or is

otherwise withheld, provide the following information regarding the record: (1) its date; (2)
the name and title of its author(s); (3) the name and title of each person to whom it was
addressed, distributed and disclosed; (4) the number of pages; (5) an identification of any
attachments or appendices; (6) a description of its subject matter; (7) its present location and
the name of its present custodian; (8) the paragraph of this subpoena to which it is
responsive; and (9) the nature of the claimed privilege or other reason the document is
withheld.

***
In lieu of personal appearance before the Grand Jury, documents may be returned,
along with a completed and executed Declaration of Authentication of Business Records
(form enclosed), to the federal agents listed below. Any questions can also be directed to the
below listed Federal Agent(s).

Special Agent Robert W. Blythe

Federal Bureau of Investigation
6061 Gate Parkway
Jacksonville, Florida 32256
Telephone: 904-248-7464

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Special Agent Angela K. Hill
Federal Bureau of Investigation
6061 Gate Parkway
Jacksonville, Florida 32256
Telephone: 904-248-7038

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 Main Office
400 North Tampa Street, Suite 3200 300 North Hogan Street, Suite 700
Tampa, Florida 33602 Jacksonville, Florida 32202-4270
813/274-6000 904/301-6300
813/274-6200 (Fax) 904/301-6310 (Fax)

2110 First Street, Suite 3-137

Fort Myers, Florida 33901
U.S. Department of Justice 400 West Washington Street, Suite 3100
Orlando, Florida 32801
239/461-2200
239/461-2219 (Fax)
United States Attorney 407/648-7500
407/648-7643 (Fax)
Middle District of Florida
Reply to: Jacksonville, Florida

April 21, 2020

Custodian of Records

Re: Certificate of Authentication of Business Records

Dear Sir/Madam:

We write to ask your assistance regarding records you are providing to the
government pursuant to Subpoena No. 2019R02865019 . Under the Federal Rules of
Evidence, a business record of regularly conducted activity can be self authenticated
without the need for a foundation witness if accompanied by a written declaration of the
records custodian or other qualified person that the record: (1) was made at or near the
time of the occurrence of the matters set forth in the record by a person with knowledge
of those matters or from information transmitted by a person with knowledge of those
matters; (2) was kept in the course of the regularly conducted activity; and (3) was
made by the regularly conducted activity as a regular practice.

Accordingly, in order that you or a representative from your company will not
have to appear to authenticate the records produced, we ask that you complete a
Declaration of Authentication of Business Records in substantially the same form as the
document attached hereto. Pursuant to the Federal Rules of Evidence, we must
provide the declaration to opposing counsel in advance of relying upon it. We,
therefore, request that you provide the declaration contemporaneously with the record
production.

Thank you for your cooperation. Please call us if you would like to discuss this
matter.

Attachment
 DECLARATION OF AUTHENTICATION OF BUSINESS RECORDS

I, _______________________________, am the custodian of records or am otherwise

(name)
qualified to authenticate the records of
(company or business)
I have provided the following records to the United States pursuant to Subpoena No.

2019R02865019

List of records provided:

Under Federal Rules of Evidence 803(6) and 902(11), as amended December 1, 2000, I
certify that the above records are business records of regularly conducted activity and that
I am a custodian or am otherwise qualified as to the authentication of these records. I also
certify that the records: (1) were made at or near the time of the occurrence of the matters
set forth in the records by a person with knowledge of those matters or from information
transmitted by a person with knowledge of those matters; (2) were kept in the course of a
regularly conducted activity; and (3) were made by the regularly conducted activity as a
regular practice. I make these claims under penalty of perjury.

The address and phone number where I can be reached are:

_____________________________________
Name and Signature

_____________________________________
Date