Resolution No. 7714r � r
1 RESOLUTION NO. 7714
2
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
3 VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
AN AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES
4 BY AND BETWEEN THE CITY OF VERNON AND THOMAS J.
5 LANGAN, AN INDIVIDUAL DOING BUSINESS AS WTL
TRADING,. FOR RISK MANAGEMENT SERVICES AND
6 ASSISTANCE IN THE IMPLEMENTATION OF THE CITY'S
RESOURCE PROCUREMENT PLAN AND CREDIT RISK
7 MANAGEMENT POLICY
8
9 WHEREAS, on February 16, 1999, the City Council of the City
10 of Vernon adopted Resolution No. 7276 approving a Resource Procurement
11 Plan and Credit Risk Management Policy thereinafter referred to as the
12 "Policy") dated February 12, 1999, which was prepared for the Vernon.
13 Utilities Department; and
14 WHEREAS, said Policy established guidelines to enable Vernon
15 to plan, execute and control the management of a variety of risks
16 inherent in power resource procurement in the deregulated power market,
17 thereby remaining competitive; and
18 WHEREAS, the Vernon City Council is responsible for
19 establishing a framework for power procurement and credit risk
20 management and ensuring that risks are properly managed; and
21 WHEREAS, the organizational structure developed, as reflected
22 in the Policy, will not assume greater aggregate risk than approved by
23 the Vernon City Council in order to control the management.of financial
24 risks; and
25 WHEREAS, specific authorization and approvals are required
26 from the Vernon City Council for transactions that will enable
27 purchases in different markets at different levels of risk than those
28 approved by the Vernon City Council; and
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WHEREAS, all energy procurement activities will be carried .
out in accordance with the Policy and appropriate reports will be made
to the Director of the Utilities Department and the Vernon City Council
on a timely basis; and
WHEREAS, the Policy is designed for the specific requirements
and constraints in the Utilities Department; and
WHEREAS, the Director of the Utilities Department is
responsible for the overall direction, structure, conduct, control and
reporting of Vernon's risk management activities to the Vernon City
Council; and
WHEREAS, on October 5, 1999, the City Council of the City of
Vernon adopted Resolution No. 7421 approving an Agreement for
Professional Consulting Services with Thomas J. Langan, an individual
doing business as WTL Trading ("WTL"), for risk management services and
implementation of the City's Policy; and
WHEREAS, the Agreement for Professional Consulting Services
with WTL expired on December 31, 2000; and
WHEREAS, the City of Vernon has a continuing need for.
assistance on various risk management matters and implementation of the
City's Policy; and
WHEREAS, Vernon and WTL desire to enter into a new Agreement
for Professional Consulting Services setting forth the terms and
conditions of the services to be performed; and
WHEREAS, on February 20, 2001, the Finance Committee approved
the recommendation of Bruce V. Malkenhorst, the Director of Finance,
dated February 14, 2001, that a new agreement be executed with WTL; and
WHEREAS, the agreement shall be effective from the date set
forth in the agreement and continue until either October 31, 2001,
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1 unless terminated earlier, or until the compensation of Twenty -Five
2 Thousand Dollars and No Cents ($25,000.00) has been reached, whichever
3 occurs first; and
4 WHEREAS, the City Council of the City of Vernon has
5 determined that, pursuant to the provisions of Subsection (a) of
6 Section 2.27 of the Vernon City Code, it is in the public interest and
7 necessity to enter into an.agreement for Professional Consulting
8' Services with WTL.
9 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
10 CITY OF VERNON AS FOLLOWS:
11 SECTION 1: The City Council of the City of Vernon hereby
12 finds and determines that the recitals contained hereinabove are true
13 and correct.
14 SECTION 2: The City Council of the City of Vernon hereby
15 approves the Agreement for Professional Consulting Services with WTL, a
16 copy of which is attached hereto as Exhibit "A" and made a part hereof.
17 SECTION 3: The City Council of the City of Vernon hereby
18 authorizes the Mayor and the City Clerk to execute said Agreement for,
19 and on behalf of, the City of Vernon.
20 SECTION 4: The City Council of the City of Vernon hereby
21 directs the City Clerk, or his designee, to send one fully executed
22 Agreement to:
23 WTL Trading
Attn: Thomas J. Langan.
24 4352 Via Majorca
25 Cypress, CA 90630
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SECTION 5: 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 218t day of February, 2001.
ATTEST:
BRUCE V. MALKENHORST, City Clerk
LEONIS C. MAL URG, M or
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution No.
7714, was duly adopted by the City Council of the City of Vernon at a
regular meeting of the City Council duly held on Wednesday,
February 21, 2001, and thereafter was duly signed by the Mayor of the
City of Vernon.
(SEAL)
BRUCE V. MALKENHORST, City Clerk
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EXHIBIT
o,t
1 AGREEMENT FOR
PROFESSIONAL CONSULTING SERVICES
2
3
THIS AGREEMENT is made, entered into and executed in
4 duplicate originals, either copy of which may be considered and used
5 as the original hereof for all purposes, as of this day of
6 February, 2001, in the City of Vernon, County of Los Angeles,
7 California
8
BY AND BETWEEN THE CITY OF VERNON,
9 (hereinafter referred to as the
11City" )
10 4305 Santa Fe Avenue
Vernon, California 90058
11
AND THOMAS J. LANGAN, an
12 Individual dba
WTL TRADING (hereinafter
referred to as the
13 "Consultant")
4352 Via Majorca
14 Cypress, California 90630
15 WITNESSETH
16 WHEREAS, the City provides electricity to wholesale and
17 retail customers within its city boundaries; and
WHEREAS, City accomplishes its energy delivery obligations
18
primarily through the purchase and sale of energy and related
19
products and services in the short-term wholesale electricity market;
20
and
21 WHEREAS, over the last several years the California Public
22 Utilities Commission and the Federal Energy Regulatory Commission
23 have deregulated many aspects of the electric industry; and
24 WHEREAS, this deregulation has resulted in the City facing
25 new challenges in the procurement of electricity; and
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WHEREAS, the City has provided electricity to its customers
at the lowest possible cost while maintaining the reliability of the
electric system and desires to continue this effort; and
WHEREAS, the City Council of the City adopted Resolution No.
276 on February 16, 1999, approving a Resource Procurement Plan &
Credit Risk Management Policy (hereinafter referred to as the
"Policy") dated February 12, 1999, which was prepared for the City's
tilities Department; and
WHEREAS, said Policy established guidelines to enable City
to plan, execute and control the management of a variety of risks
inherent in power resource procurement in this newly deregulated
power market, thereby remaining competitive; and
WHEREAS, the City Council is responsible for establishing a
framework for power procurement and credit risk management and
ensuring that risks are properly managed; and
WHEREAS, the organizational structure developed, as
reflected in the Policy, will not assume greater aggregate risk than
approved by the City Council in order to control the management of
financial risks; and
WHEREAS, specific authorization and approvals are required
from the City Council for transactions that will enable purchases in
different markets at different Levels of risk than those approved by
the Vernon City Council; and
WHEREAS, all energy procurement activities will be carried
out in accordance with the Policy and appropriate reports will be
made to the Director of the Utilities Department on a timely basis;
and
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1 WHEREAS, the Policy is designed for the specific
2 requirements and constraints in the Utilities Department; and
3 WHEREAS, the Director of the Utilities Department is
4 responsible for the overall direction, structure, conduct, control
5 and reporting of City Is risk management activities to the Vernon City'
Council; and
6
WHEREAS, the City desires to retain a risk management
7
consultant to provide consulting services to the City's Utilities
8
Department on risk management matters; and
9 WHEREAS, the City desires to engage the Consultant for
to the services hereinafter described; and
11 WHEREAS, the Consultant represents that he is qualified
12 to perform such services under this Agreement for Professional
13 Consulting Services (hereinafter "Agreement").
14 NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS
SET FORTH HEREIN:
15
I. SCOPE OF SERVICES.
16
The Consultant's scope of services shall be assigned by the
17 Director and may include the following:
18 A. Provide assistance, as necessary, to the Utilities
19 Department in developing and monitoring the Utilities Department's
20 strategic direction and energy risk profile; and
21 B. Provide assistance, as necessary, on the following items:
22 1. Establishing procedures and workflow;
23 2. Periodically assessing the control of market,
operational, and credit risks by the Resource Management Group and
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provide feedback to the Director of the Utilities Department on
25
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1 whether Policy requirements and management expectations on risk
2 control are being met;
3 3. Assisting with implementation or development of
4 other risk management software tools as appropriate (e.g., physical
market options valuations);
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4. Monitoring compliance with'Policy;
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5. Developing and producing a daily position report on
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open and closed transactions;
8 6. Monitoring and reporting to the Director the risk
9 taking and risk management activities of the organization through the
10 position report;
11 7. Providing expert opinions on financial products and
12 pricing and structuring of physical contracts with embedded financial
13 features (e.g., options);
8. Providing financial and physical market pricing
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expertise when evaluating the feasibility of structured products and
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services to customers;
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9. Advising the Director on specific courses of action
17 to be taken when the risk position of a trader or department exceeds,
18 or is approaching, the limits established by this Policy;
19 10. Ensuring that risks for all transactions have been
20 identified and can be valued;
21 11. Advising the Director, during the approval process
for all new products (before their use) and transactions (before
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opening), to ensure that the risks and economics of such transactions
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are consistent with this Plan & Policy;
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12. Monitoring for breakdowns in execution of duties,
25 especially during changes in personnel, organizational structure, and
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1 information systems and advise the Director accordingly;
2 13. Calculating the estimated financial exposure of
3 Vernon's energy commodity portfolio by applying standard risk
4 measurement and valuation standards;
14. Recommending portfolio -hedging strategies to the
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Resource Management Group.
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The Consultant shall provide services, as directed by the
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City, through its staff, as may be provided from time to time. The
8 Consultant shall carry out his services under the terms of this
9 Agreement in a manner consistent with the Policy.
10 II. TERM.
it The Consultant's services pursuant to this Agreement shall
12 commence on the date set forth hereinabove and shall continue until
13 either October 31, 2001 upon termination pursuant to Section IX.6 of
this Agreement, or until the cost under this Agreement has reached
14
Twenty -Five Thousand Dollars and No Cents ($25,000), whichever occurs
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first.
16
III. COMPENSATION.
17 The Consultant will be paid at the rate of Ninety -Two
18 Dollars and No Cents ($92.00) per hour. However, the amount to be
19 paid to Consultant under this Agreement shall not exceed Twenty -Five
20 Thousand Dollars and No Cents ($25,000). The Consultant will not be
21 compensated for automobile travel time for travel in Los Angeles
22 County and/or Orange County.
IV. REIMBURSABLE EXPENSES.
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The Consultant will be reimbursed for automobile mileage at
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a rate of Thirty -Two Cents ($0.32) per mile and pre -authorized travel
25 expenses. The Consultant will also be reimbursed for pre -authorized
5
1 office expenses directly related to the performance of his services
2 under this Agreement, such as finishing reports and photocopying.
3 The Consultant will not be reimbursed for office expenses which are
4 part of his overhead including, but not limited to, the cost of
office space and the procurement or leasing of office equipment.
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V. METHOD OF PAYMENT.
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within thirty (30) days after the last day of any month
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in which services have been performed or costs incurred hereunder,
8 the Consultant shall submit an invoice to the City stating the amount
9 due the Consultant. Invoices shall contain an itemization of the
10 services rendered (i.e., the services performed, the date and time
11 the services were performed, and the number of hours spent), directly
12 related job expenses and an estimate of the percentage completed for
13 each milestone or task. Payment of the invoice shall be made after
acceptance and approval by the City within thirty (30) days of
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receipt.
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VI. CONFIDENTIAL INFORMATION.
16 1. Access to Confidential Information. The City may
17 provide the Consultant with, or allow the Consultant access to,
18 certain information not available to the public concerning, but not
19 limited to the City, or businesses located in the City. The
20 information may include, but is not limited to, company information,
21 taxes, sales, value of assets, utility usage, the Policy, or other
such information. All such information shall be known as
22
"Confidential Information" and may not be used to circumvent the
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responsibility of either party to this Agreement.
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2. No Disclosure. Except as expressly permitted, the
25 Consultant shall not disclose, permit the disclosure of, release,
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1 disseminate, or transfer, whether orally or by any other means, any
2 part of such Confidential Information to any other person or entity,
3 whether corporate, governmental, or individual, without the express
4 prior written consent of an authorized representative of the City.
5 The Consultant shall return any written Confidential Information, and
all copies made of such items, to the City upon the City's written
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request, but in any event not later than the date that the Consultant
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has performed all services to be performed pursuant to this
8 Agreement. The Consultant hereby agrees that such Confidential
9 Information and any documents provided may be used by the Consultant
to only as authorized by the City. The Consultant shall take reasonable
11 measures to avoid any disclosure of any such Confidential Information',
12 to any unauthorized person.
13 3. Court Ordered Disclosure. The Consultant shall
immediately notify the City of any court order or subpoena
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requiring disclosure of Confidential Information, and shall
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cooperate with legal counsel in the appeal or challenge of any
16 such order or subpoena. Recipient may only disclose Confidential
17 Information required to be disclosed pursuant to court order or
18 subpoena after legal counsel has exhausted any lawful and timely
19 appeal or challenge_
20 4. Remedies. In addition to any other remedies
21 that it.may have at law or in equity, the City shall be entitled
22 to a temporary and permanent injunction by a court of competent
jurisdiction against any breach or threatened breach of the
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Confidential Information provisions of this Agreement. The
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Consultant acknowledges that in case of such breach or threatened
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lbreach of said provisions, the City would have no adequate remedy at
law.
VII. CONFLICT OF INTEREST.
In the event that a potential conflict should arise between
the interests of the City and the interests of any other client of
the Consultant, during the Consultant's performance of services under
this Agreement, the Consultant shall notify the City of such
potential conflict. Notice of the existence of a potential conflict
of interest shall be given in writing to the City within ten (10)
days of the perceived conflict. The conflict of interest letter
shall specify when the potential conflict arose, the identity of the
other party(ies) and the facts which give rise to the potential
conflict. In the event that a potential conflict of interest is
deemed by the City to be an actual conflict of interest, the City
may, at its discretion, terminate this Agreement immediately.
VIII. INDEMNITY AND INSURANCE.
1. Indemnification of City. The Consultant shall
indemnify, defend, protect and hold the City and its officers,
agents and employees, free and harmless from and against any and
all claims, demands, losses, damages, liabilities, fines, charges,
penalties, orders, judgments, and all costs and expenses incurred in
connection therewith, including reasonable attorney's fees and costs
of defense arising out of or attributable to the negligent or
wrongful acts of the Consultant or its subcontractors, employees or
agents in the performance of services under this Agreement, except to
the extent arising from or caused by the sole negligence or willful
misconduct of the City, its officers, agents or employees.
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1 2. Patent or Copyright Infringement. The Consultant
2 shall indemnify, defend, protect and hold the City and its officers,
3 agents and employees, free and harmless from and against any and all
4 claims, demands, losses, damages, liabilities, fines, charges,
penalties, orders, judgments, and all costs and expenses incurred in
5
connection therewith, including reasonable attorney's fees and costs
6
of defense, based upon a claim that any software program or other
product used or furnished by the Consultant in the performance of
8 this Agreement constitutes an infringement of any United States
9 patent or copyright, provided that this indemnity shall not apply to
10 any such software program or other product that (i) is based upon
11 specifications provided by City or (ii) is based upon modifications
12 or additions made by City or (iii) is used in a
13 manner not authorized by the Consultant.
3. Insurance. The Consultant shall maintain in full
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force and effect during the term of this agreement policies of
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automobile liability and other insurance coverage as set forth in the
16 Schedule of Insurance which is attached hereto as Exhibit "A" and
17 made a part hereof by reference and shall provide proof thereof as
18 required therein. The Consultant shall be excused from obtaining
19 automobile liability insurance as specified in Exhibit "A" for
20 "Hired" (i.e., rented) Automobiles provided the Consultant obtains,
21 as part of the rental agreement, liability insurance as offered
22 through the automobile rental agency. The Consultant shall not
operate any automobile in the performance of this Agreement that he
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does not own or that is not an insured hired automobile. Consultant
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shall submit to the City documentation indicating compliance with
25 these minimum requirements no later than thirty (30) days after the
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execution of this Agreement. If the Consultant fails to provide
insurance as requested above, this Agreement shall terminate, unless
the parties mutually agree to_extend the time in which to comply by
amendment.
The City, at its option, may require professional
liability insurance. If the City requires such insurance, the City
twill reimburse the Consultant for the costs incurred in procuring
such insurance. A determination will be made by the Director of the
Utilities Department after the Consultant obtains proposals to
provide professional liability insurance.
Consultant may begin providing services under the
Agreement, provided such services do not contain risk tolerance
recommendations, until the Director of the Utilities Department has
imade a determination as provided above regarding the procurement of
1professional liability insurance.
4. Workers' Compensation Coverage. The Consultant
shall maintain Workers' Compensation Insurance and Employer's
Liability Insurance for his/her employees in accordance with the laws
of the State of California. In addition, the Consultant shall
require each subcontractor to similarly maintain Workers'
Compensation Insurance and Employer's Liability Insurance in
accordance with the laws of the State of California for all of the
subcontractor's employees. Any notice of cancellation or non -renewal
of all Workers' Compensation policies must be received by the City at
least thirty (30) days prior to such change. The insurer shall agree
to waive all rights of subrogation against City, its officers,
agents, employees and volunteers for losses arising from work
performed by the Consultant for City. This provision shall not apply
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if the Consultant has no employees performing work under this
Agreement. If the Consultant has no employees for the purposes of
this Agreement, the Consultant shall sign the "Certificate of
Exemption from Workers' Compensation Insurance" which is attached
hereto as Exhibit "B."
IX. GENERAL PROVISIONS.
1. Independent Contractor.
(a) The Consultant is an independent contractor and
shall have no power or authority to incur any debt, obligation or
_iability on behalf of the City. No act or omission of the Consultant
in the course of performing any services under this Agreement shall be
deemed or construed to make the Consultant an agent, employee,
associate, partner or joint venturer of the City. The Consultant's
services hereunder shall be performed in such manner as the Consultant
may, in the exercise of reasonable discretion, deem appropriate and
beneficial for the City. The Consultant shall be responsible for
determining the means and methods for performing the services required
hereunder.
(b) The Consultant shall not be eligible for, nor
11claim any benefits under, the Public Employee's Retirement System,
State Unemployment Insurance, Disability Insurance, Workers'
Compensation Insurance, or other benefits through the City as such
benefits are commonly conferred upon employees of the City; provided,
however, that nothing contained herein shall be deemed to affect any
benefits which may have accrued to the Consultant while employed by
any other public or private employer, whether prior to or after the
effective date of this Agreement.
2. Consultant Not Agent. Except as the City may
, ■
1 specify in writing, the Consultant shall have no authority,
2 express or implied, to act on behalf of the City in any capacity
3 whatsoever as an agent. The Consultant shall have no authority,
4 expressed or implied, pursuant to this Agreement to bind the City to
any obligation whatsoever.
5
3. Valid.ity. The validity, interpretation and
6
performance of this Agreement shall be controlled and construed
7
under the laws of the State of California.
8 4. Products of Consulting. All products of
9 consulting services, including but not limited to computer software,
to shall become the property of the City and shall be delivered to the
11 City before the end of the performance of this Agreement. Basic
12 notes and sketches, charts, computations and other data shall be made
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available to City without restriction or limitation on their use.
5. Assignment and Subcontracting Prohibited. No party
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to this Agreement may assign or subcontract any right or obligation
15
pursuant to.this Agreement except with the express written consent of
16 the other party. Any other attempted or purported assignment of any
17 right or obligation pursuant to this Agreement shall be void and of
18 no effect.
19 6. Termination. This Agreement may be terminated
20 by the City without cause on fifteen (15) days written notice to
21 the Consultant. In the event of such termination by the City, the
Consultant shall be entitled to only the compensation earned by it
22
prior to the date of the termination notice, computed pro rata up to
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and including that date, plus compensation for work performed during
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the fifteen -day notice period and authorized in the termination
25 notice.
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1 7. Notices. Notices to the parties, unless
2 otherwise requested in writing, shall be sent to:
3
City: THE CITY OF VERNON
4 ATTN: BRUCE V. MALKENHORST
CITY ADMINISTRATOR
5 4305 SANTA FE AVENUE
VERNON, CA 90058-0805
6
Consultant: WTL TRADING
7 ATTN: THOMAS J. LANGAN
4352 VIA MAJORCA
8 CYPRESS, CALIFORNIA 90630
9 X. ENTIRE AGREEMENT.
10 This Agreement is the entire Agreement of the parties. The
11 Consultant represents that in entering into this Agreement, it has
12 not relied on any previous representations or understandings of any
13 kind or nature.
14 XI. AMENDMENTS.
15 This Agreement may be modified or amended only by a written
16 document executed by both Consultant and the City and approved as to
17 form by the City Attorney.
XII. BENEFIT OF AGREEMENT.
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This Agreement shall bind and benefit the parties hereto and
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their heirs, successors, and permitted assigns.
20
XIII. GOVERNING LAW.
21 This Agreement shall be governed by and construed and
22 enforced in accordance with the laws of the State of California.
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IN WITNESS WHEREOF, the City and the Consultant have
executed this Agreement as of the date first hereinabove set
forth.
THE CITY OF VERNON
BY:
THOMAS A. YBARRA, Mayor Pro Tem
ATTEST:
BRUCE V. MALKENHORST, City Clerk
APPROVED AS TO FORM:
DAVID B. BREARLEY, City Attorney
WTL TRADING
By:
THOMAS J. LANGAN, dba WTL TRADING
Title: Sole Proprietor
Exhibit A: Insurance Schedule
Exhibit B: Certificate Of Exemption From Workers' Compensation
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FiYWTnT'T A
INSURANCE SCHEDULE (CONSULTANT)
The Consultant shall provide proof of insurance, including a standard
certificate of insurance, in at least the following amounts and
coverage (combined single limit permitted):
1.
Coverage
and Limits
Bodily
Injury
Property Damage
Hazards
Each
Person
Each Accident
Each Accident
Automobile Liability
Owned Automobiles
$
500,000
$ 500,000
$ 500,000
Hired Automobiles
$
500,000
$ 500,O00
$ 500,000
Workers' Compensation
$
Statutory
II. General Liability and Professional Liability
General Liability $1,000,000 $1,000,000 $1,000,000
Professional Liability (at City's Option)
a. The general and professional liability policy shall contain the
following special endorsements which shall be noted on or attached to
the standard certificate of insurance:
1. An endorsement naming the City of Vernon, its officers, and
employees as additional insureds under the policy.
2. An endorsement providing the City of Vernon thirty (30) days
notice of cancellation or material reduction of coverage.
3. An endorsement providing coverage for all operations under
this Agreement.
4. Such other endorsement as may be required by addendum hereto.
b. In addition to the standard certificate of insurance, proof of
general liability coverage shall be furnished in the form checked
below. Certification of the following proofs by the insurance agent
or broker will not be accepted:
X For each policy, a notarized letter from the underwriter
or carrier certifying that the coverage and statements
in the standard certificate of insurance (attached
thereto) are true and correct and that the signator is
an officer authorized to so certify.
A copy of each policy certified by an officer of the
underwriter or carrier and notarized.
EXHIBIT "A"
I EXHIBIT B
2 CERTIFICATE OF EXEMPTION FROM WORKERS' COMPENSATION INSURANCE
3
4 I hereby certify that in the performance of the work for
5 which this Agreement is entered into, I shall not employ any person in
6 any manner so as to become subject to the Workers' Compensation Laws
7 of the State of California.
8 Executed this day of February, 2001, at
9 California.
10
11 THOMAS J. LANGAN, an Individual
12 doing business as WTL Trading
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EXHIBIT "B"
SUPPORTING
DOCUMENTS
OFFICE OF THE CITY ADMINISTRATOR/CITY CLERK
INTER -OFFICE MEMORANDUM
DATE: March 19, 2001
TO: Kenneth DeDario
Director of U ilities
FROM: Gloria Orosc , hief Deputy City Clerk
RE: Resolution No. 7714
Transmitted herewith is a copy of Resolution No. 7714
approved and adopted by City Council on their meeting held
March 7, 2001 approving and authorizing the execution of
an agreement by and between the City of Vernon and Thomas
J. Lagan, and individual doing business as WTL Trading.
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