Telecommunication/Cable Franchise 05PROFESSIONAL SERVICES AGREEMENT
This AGREEMENT FOR PROFESSIONAL SERVICES (the "Agreement"), is made and
entered into by and among the CITY OF LA QUINTA (the "City"), and Telecommunications
Management Corp. (The "Contractor"). The parties hereto agree as follows:
SERVICES OF CONTRACTOR
1.1 Scope of Services. In compliance with all terms and conditions of the
Agreement, the Contractor shall provide those services related to Franchise Review of Time Warner
Cable -Franchise Fee Audit, as specified in the "Scope of Services" attached hereto as Exhibit "A"
and incorporated herein by this reference (the "services" or "work"). Contractor warrants that all
services will be performed in a competent, professional and satisfactory manner in accordance with
the standards prevalent in the industry for such services. Services will be provided to the City.
1.2 Contractor's Proposal. The Scope of Services shall include the Contractor's
proposal or bid, which shall be incorporated herein by this reference as though fully set forth herein.
In the event of any inconsistency between the terms of such proposal and this Agreement, the terms
of this Agreement shall govern.
1.3 Compliance with Law. All services rendered hereunder shall be provided in
accordance with all ordinances, resolutions, statutes, rules, regulations and laws of the Municipality,
the City, and any and all Federal, State or local governmental agency of competent jurisdiction.
1.4 Licenses, Permits, Fees, and Assessments. Contractor shall obtain at its sole
cost and expense such licenses, permits and approvals as may be required by law for the performance
of the services required by this Agreement. Contractor shall have the sole obligation to pay for any
fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and
arise from or are necessary for the performance of the services required by this Agreement.
1.5 Familiarity with Work. By executing this Agreement, Contractor warrants
that (a) it has thoroughly investigated and considered the work to be performed, (b) it has
investigated the site of the work and fully acquainted itself with the conditions there existing, (c) it
has carefully considered how the work should be performed, and (d) it fully understands the
facilities, difficulties and restrictions attending performance of the work under this Agreement.
Should the Contractor discover any latent or unknown conditions materially differing from those
inherent in the work or as represented by the City, it shall immediately inform City of such fact and
shall not proceed except at Contractor's risk until written instructions are received from the Contract
Officer (as defined in Section 4.2 hereof).
1.6 Care of Work. The Contractor shall adopt reasonable methods during the life
of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers
and other components thereof to prevent losses or damages, and shall be responsible for all such
damages, to person, or property, until acceptance of the work by City, except such losses or damages
as may be caused by City's own negligence. The performance of services by Contractor shall not
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relieve Contractor from any obligation to correct any incomplete, inaccurate or defective work at no
further cost to the City, when such inaccuracies are due to the negligence of Contractor.
1.7 Additional Services. In accordance with the terms and conditions of this
Agreement, the Contractor shall perform services in addition to those specified in the Scope of
Services, (Exhibit "A") when directed in writing to do so by the Contract Officer, provided that
Contractor shall not be required to perform any additional services without compensation.
2.0 COMPENSATION
2.1 Contract Sum. For the services rendered pursuant to the Agreement, the
Contractor shall be compensated in accordance with the "Schedule of Compensation" attached hereto
as Exhibit "B" and incorporated herein by this reference. The Contractor shall be compensated in an
amount not exceeding Twelve Thousand Eight Hundred Dollars ($12,800) (the "Contract Sum").
The method of compensation set forth in the Schedule of Compensation will include payment for
time and materials based upon the Contractor's rates as specified in Exhibit `B", or such other
methods as may be specified in the Schedule of Compensation (Exhibit `B"). Compensation may
include reimbursement for actual and necessary expenditures for reproduction costs, transportation
expenses, telephone expense, and similar costs and expenses when and if specified in the Schedule
of Compensation (Exhibit "B").
2.2 Method of Payment. Any month in which Contractor wishes to receive
payment, Contractor shall submit to the City no later than the tenth (loth) working day of such
month, in the form approved by the Contract Officer, an invoice for services rendered prior to the
date of the invoice. Such invoice shall (1) describe in detail the services provided, including time
and materials, (2) specify each staff member who has provided services and the number of hours
assigned to each such staff member, and (3) indicate the total expenditures to date. Such invoice
shall contain a certification by a principal member of Contractor specifying that the payment
requested is for work performed in accordance with the terms of this Agreement. The City will pay
Contractor for all expenses stated thereon which are approved by the City pursuant to this Agreement
no later that the last working day of the month.
3.0 PERFORMANCE SCHEDULE
3.1 Time of Essence. Time is of the essence in the performance of this
Agreement.
3.2 Schedule of Performance. All services rendered pursuant to this Agreement
shall be performed diligently and within the performance of this Agreement.
3.3. Force Majeure. All time periods specified for performance of the services
rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable
causes beyond the control and without the fault or negligence of the Contractor, including, but not
restricted to, acts of God or of the public enemy, fires, earthquakes, floods, epidemic, quarantine
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restrictions, riots, strikes, freight embargos, acts of any governmental agency other than City, and
unusually severe weather, if the Contractor shall within ten (10) days of the commencement of such
delay notify the Contracting Officer in writing of the causes of the delay. The Contracting Officer
shall ascertain the facts and the extent of delay and extend the time for performing their services for
the period of the forced delay when and if in his judgment such delay is justified, and the Contracting
Officer's determination shall be final and conclusive upon the parties to this Agreement.
3.4 Term. Unless earlier terminated in accordance with Sections 7.7 and 7.8 of
this Agreement, this Agreement shall continue in full force and effect for one ( 1 J years, from the
date of the execution of this Agreement.
4.0 COORDINATION OF WORK
4.1 Representative of Contractor. The following principals of Contractor are
hereby designated as being the principals and representatives of Contractor authorized to act in its
behalf with respect to the work specified herein and make all decisions in connection therewith:
Carl Pilnick
2.
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore,
the foregoing principals shall be responsible during the term of the Agreement for directing all
activities of Contractor and devoting sufficient time to personally supervise the services hereunder.
The foregoing principals may not be changed by Contractor and no other personnel may be assigned
to perform the service required hereunder without the express written approval of City.
4.2 Contract Officer. The Contract Officer shall be the City Manager or such
other person as may be designated by the City Manager. The Contract Officer has been authorized to
act on behalf of the City for the purposes of this Agreement. It shall be the Contractor's
responsibility to assure that the Contract Officer is kept informed of the progress of the performance
of the services and the Contractor shall refer any decisions which must be made by City to the
Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall
mean the approval of the Contract Officer.
4.3 Prohibition Against Subcontracting or Assignment. The experience,
knowledge, capability and reputation of Contractor, its principals and employees were a substantial
inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with
any other entity to perform in whole or in part the services required hereunder without the express
written approval of the City. In addition, neither this Agreement nor any interest herein may be
assigned or transferred, voluntarily or by operation of law, without the prior written approval of City.
4.4 Independent Contractor. Neither the City nor any of its employees shall
have any control over the manner, mode or means by which Contractor, its agents or employees,
perform the services required herein, except as otherwise set forth. Contractor shall perform all
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services required herein as an independent contractor with only such obligations as are consistent
with that role. Contractor shall not at any time or in any manner represent that it or any of its agents
or employees are agents or employees of City.
4.5 City Cooperation. The City shall provide Contractor with any plans,
publications, reports, statistics, records or other data or information pertinent to services to be
performed hereunder which are reasonably available to the City.
5.0 INSURANCE INDEMNIFICATION AND BONDS.
5.1 Insurance. The Contractor shall procure and maintain, at its cost, and submit
concurrently with its execution of the Agreement, public liability and property damage insurance
against all claims for injuries against persons or damages to property resulting from Contractor's acts
or omissions rising out of or related to Contractor's performance under this Agreement. The
insurance policy shall contain a severability of interest clause providing that the coverage shall be
primary for losses arising out of Contractor's performance hereunder and neither the City nor its
insurers shall be required to contribute to any such loss. A certificate evidencing the foregoing and
naming the City and its officers and employees as additional insured shall be delivered to and
approved by the City prior to commencement of the services hereunder. The amount of insurance
required hereunder shall be determined by the Contract Sum in accordance with the following table:
Contract Sum
Coverage (personal injury/property damage)
Less than $50,000
$100,000 per individual; $300,000 per occurrence
$50,0004300,000
$250,000 per individual; $500,000 per occurrence
Over $300,000
$500,000 per individual; $1,000,000 per occurrence
The Contractor shall provide the City with proof of personal automobile insurance for its
principals assigned to this project.
Contractor shall also carry Workers' Compensation Insurance in accordance with State
Workers' Compensation laws.
The Contractor shall procure professional errors and omissions liability insurance in the
amount acceptable to the City.
All insurance required by the Section shall be kept in effect during the term of this
Agreement and shall not be cancelable without thirty (30) days' written notice of proposed
cancellation to City. The procuring of such insurance or the delivery of policies or certificates
evidencing the same shall not be construed as a limitation of Contractor's obligation to indemnify the
City, its officers, employees, contractors, subcontractors or agents.
5.2 Indemnification. The Contractor shall defend, indemnify and hold harmless
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the City, its officers, officials, employees, representatives and agents, ("City indemnitees"), from and
against any and all actions, suits, proceedings, claims, demands, losses, costs, and expenses,
including legal costs and attorneys' fees, for injury to or death of person(s), for damage to property
(including property owned by the City) ("Claims") and for errors and omissions committed by
Contractor, its officers, anyone directly or indirectly employed by Contractor, any subcontractor, and
agents or anyone for whose acts any of them may be liable, arising directly or indirectly out of or
related to Contractor's performance under this Agreement, except to the extent of such loss as may
be caused by City's own active negligence, sole negligence or willful misconduct, or that of its
officers or employees.
In the event the City indemnitees are made a party to any action, lawsuit, or other adversarial
proceeding in any way involving such Claims, Contractor shall provide a defense to the City
indemnitees, or at the City's option, reimburse the City indemnitees their costs of defense, including
reasonable attorney's fees, incurred in defense of such Claims. In addition contractor shall be
obligated to promptly pay any final judgment or portion thereof rendered against the City
indemnitees.
5.3 Remedies. In addition to any other remedies the City may have if Contractor
fails to provide or maintain any insurance policies or policy endorsements to the extent and within
the time herein required, the City, at its sole option:
1. Obtain such insurance and deduct and retain the amount of the
premiums for such insurance from any sums due under this
Agreement.
2. Order the Contractor to stop work under this Agreement and/or
withhold any payments(s) which become due to Contractor hereunder
until Contractor demonstrates compliance with the requirements
hereof.
Terminate the Agreement.
Exercise of any of the above remedies, however, is an alternative to any other remedies the City may
have and are not the exclusive remedies for Contractor's failure to maintain or secure appropriate
policies or endorsements. Nothing herein contained shall be construed as limiting in any way the
extent to which Contractor may be held responsible for payments of damages to person or property
resulting from Contractor's or its subcontractorsOperformance of work under this Agreement.
6.0 RECORDS AND REPORTS
6.1 Reports. Contractor shall periodically prepare and submit to the Contract
Officer such reports concerning the performance of the services required by this Agreement as the
Contract Officer shall require.
6.2 Records. Contractor shall keep such books and records as shall be necessary
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to perform the services required by this Agreement and enable the Contract Officer to evaluate the
cost and the performance of such services. Books and records pertaining to costs shall be kept and
prepared in accordance with generally accepted accounting principles. The Contract Officer shall
have full and free access to such books and records at all reasonable times, including the right to
inspect, copy, audit and make records and transcripts from such records.
6.3 Ownership of Documents. Originals of all drawings, specifications, reports,
records, documents, and other materials, whether in hard copy or electronic form, which are prepared
by Contractor, its employees, subcontractors and agents in the performance of this Agreement, shall
be the property of City and shall be delivered to City upon the termination of this Agreement or upon
the earlier request of the Contract Officer, and Contractor shall have not claim for further
employment or additional compensation as a result of the exercise by City of its full rights of
ownership of the documents and materials hereunder. Contractor may retain copies of such
documents for its own use. Contractor shall ensure all subcontractors to assign City any documents
or materials prepared by them, and in the event Contractor fails to secure such assignment,
Contractor shall indemnify City for all damages suffered thereby.
6.4 Release of Documents. The drawings, specifications, reports, records,
documents and other materials prepared by Contractor in the performance of services under this
Agreement shall not be released publicly without the prior written approval of the Contract Officer or
as required by law. Contractor shall not disclose to any other private entity or person any
information regarding the activities of the City or City, except as required by law or as authorized by
the City.
7.0 ENFORCEMENT OF AGREEMENT
7.1 California Law. This Agreement shall be construed and interpreted both as
to validity and to performance of the parties in accordance with the laws of the State of California.
Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement
shall be instituted in the Superior Court of the County of Riverside, State of California, or any other
appropriate court in such county, and Contractor covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action.
7.2 Disputes. In the event of any dispute arising under this Agreement, the
injured party shall notify the injuring party in writing of its contentions by submitting a claim
therefor. The injured party shall continue performing its obligation hereunder so long as the injuring
party commences to cure such default within ten (10) days of service of such notice and completes
the cure of such default within forty-five (45) days after service of the notice, or such longer period
as may be permitted by the Contract Officer; provided that if the default is an immediate danger to
the health, safety and general welfare, the City may take such immediate action as the City deems
warranted. Compliance with the provisions of this Section shall be a condition precedent to
termination of the Agreement for cause and to any legal action, and such compliance shall not be a
waiver of any party's right to take legal action in the event that the dispute is not cured, provided that
nothing herein shall limit City's right to terminate this Agreement without cause pursuant to Section
7.8.
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7.3 Retention of Funds. City may withhold from any monies payable to
Contractor sufficient funds to compensate City for any losses, costs, liabilities or damages it
reasonably believes were suffered by City due to the default of Contractor in the performance of the
services required by the Agreement.
7.4 Waiver. No delay or omission in the exercise of any right or remedy of a
nondefaulting party on any default shall impair such right or remedy or be construed as a waiver.
City's consent or approval of any act by Contractor requiring City's consent or approval shall not be
deemed to waive or render unnecessary City's consent to or approval of any subsequent act of
Contractor. Any waiver by either party of any default must be in writing and shall not be a waiver of
any other default concerning the same or any other provision of this Agreement.
7.5 Rights and Remedies are Cumulative. Except with respect to rights and
remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties
are cumulative and the exercise by either party of one or more of such rights or remedies shall not
preclude the exercise by it, at the same or different times, of any other rights or remedies for the
same default or any other default by the other party.
7.6 Legal Action. In addition to any other rights or remedies, either party may
take legal action, at law or at equity, to cure, correct or remedy any default, to recover damages for
any default, to compel specific performance of this Agreement, to obtain injunctive relief, or to
obtain any other remedy consistent with the purposes of this Agreement.
7.7 Termination Prior to Expiration of Term. This Section shall govern any
termination of this Agreement, except as specifically provided in the following Section 7.8 for
termination for cause. The City reserves the right to terminate this Agreement at any time, with or
without cause, upon thirty (30) days' written notice to Contractor. Upon receipt of any notice of
termination, Contractor shall immediately cease all services hereunder except such as may be
specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all
services rendered prior to receipt of the notice of termination and for any services authorized by the
Contract Officer thereafter in accordance with the Schedule of Compensation (Exhibit `B") or such
as may be approved by the Contract Officer, except as provided in Section 7.3.
7.8 Termination for Default of Contractor. If termination is due to the failure
of the Contractor to fulfill its obligation under this Agreement, City may, after compliance with the
provision of Section 7.2, take over the work and prosecute the same to completion by contract or
otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the
services required hereunder exceeds the compensation herein stipulated (provided that the City shall
use reasonable efforts to mitigate such damages), and City may withhold any payments to the
Contractor for the purpose of setoff or partial payment of the amounts owned the City as previously
stated in Section 7.3.
7.9 Attorneys' Fees. If either party commences an action against the other parry
arising out of or in connections with this Agreement, the prevailing party shall be entitled to recover
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reasonable attorneys' fees and costs of suit from the losing party.
8.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non -liability of City Officers and Employees. No officer or employee of
the City shall be personally liable to the Contractor, or any successor in interest, in the event of any
default or breach by the City of for any amount which may become due to the Contractor or to its
successor, or for breach of any obligation of the terms of the Agreement.
8.2 Conflict of Interest. No officer or employee of the City shall have any
personal interest, direct or indirect, in this Agreement nor shall any such officer or employee
participate in any decision relating to the Agreement which effects his personal interest or the interest
of any corporation, partnership or association in which he is, directly or indirectly, interested, in
violation of any State statute or regulation. The Contractor warrants that it has not paid or given and
will not pay or give any third party any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination. Contractor covenants that, by and for
itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be
no discrimination against or segregation of, any person or group of persons on account of race, color,
creed, religion, sex, marital status, national origin, disability or ancestry in the performance of the
Agreement. Contractor shall take affirmative action to insure that applicants are employed and that
employees are treated during employment without regard to their race, color, creed, religion, sex,
marital status, national origin, physical disability, mental disability, medical condition, age or
ancestry.
9.0 MISCELLANEOUS PROVISIONS
9.1 Notice. Any notice, demand, request, consent, approval, communication
either party desires or is required to give to the other parties or any other person shall be in writing
and either served personally or sent by prepaid, first-class mail to the address set forth below. Either
party may change its address by notifying the other party of the change of address in writing. Notice
shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided
in this Section 9.1.
To City:
CITY OF LA QUINTA
78-495 Calle Tampico
La Quinta, California 92253
Attention: Thomas P. Genovese
City Manager
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To Contractor:
Michael Friedman
Telecommunications Management Corp.
5757 Wilshire Blvd., Suite 635
Los Angeles, CA 90036
Tel: 323-391-2600
Fax: 323-931-7355
9.2 Integrated Agreement. This Agreement contains all of the agreements of
the parties and all previous understandings, negotiations and agreements are integrated into and
superseded by this Agreement.
9.3 Amendment. This Agreement may be amended at any time by the mutual
consent of the parties by an instrument in writing signed by all parties.
9.4 Severability. In the event that any or more of the phrases, sentences, clauses,
paragraphs, or sections contained in the Agreement shall be declared invalid or unenforceable by a
valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceable shall
not effect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement
which are hereby declared as severable and shall be interpreted to carry out the intent of the parties
hereunder.
9.5 Authority. The persons executing this Agreement on behalf of the parties
hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and
that by so executing this Agreement the parties hereto are formally bound to the provisions of this
Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates
stated below.
CITY OF LA QUINTA
Dated: /I x3
City Manager
ATTEST:
Z
VED AS O FORM:
Ly
Dated: By:
Name:
Title: rJiocv�
"CONTRACTOR
Page 10
SCOPE OF SERVICES
EXHIBIT B
Page I 1
FIGURE 1
TMC FRANCHISE FEE AUDITS PERFORMED
COMMUNITY
CABLE OPERATOR
DATE AUDIT COMPLETED
San Bernardino, CA
Comcast & Chambers
1991
Watsonville, CA
Sonic
1991
Rancho Cucamonga, CA
DCA Cablevision &
Simmons Cable
1992
Adams County, CO
TCI
1992
Arvada, CO
TCI
1992
Castle Rock, CO
TCI
1992
Cherry Hills Village, CO
TCI
1992
Commerce, CO
TCI
1992
Golden, CO
TCI
1992
Palm Desert, CA
Colony
1993
Half Moon Bay &
Coastside Cable
1994
San Mateo County, CA
Martin County, FL
Adelphia
1994
El Segundo, Gardena, Hawthorne, Lawndale
Time Warner
1994
& Torrance, CA
Long Beach, CA
CVI
1995
El Monte &
Liberty Cable
1995
South Gate, CA
Rancho Cucamonga, CA
Marks Cablevision
1998
Calabasas, CA
CalaVision, Falcon and TCI
1999
Burbank, Glendale and
Marcus
1999
La Canada Flintridge, CA
San Mateo County Telecommunications
TCI
1999
Authority, CA
Marin Telecommunications Agency, CA
TCI
1999
Dublin, Livermore, Pleasanton and San
TCI
1999
Ramon, CA
Campbell, CA
TCI
1999
La Puente, CA
TCI
1999
Simi Valley, CA
Comcast
1999
Whittier, CA
Marcus/Charter
2000
Westlake Village, CA
AT&T/Adelphia
2000
Pacifica, CA
TCl/AT&T
2000
Beverly Hills, CA
Adelphia
2000
Lawndale, CA
Time Warner
2000
San Bernardino Co., CA
13 franchises - 7 operators
2000-2001
Santa Clarita, CA
AT&T & Time Warner
2001
Santa Barbara, CA
Cox
2001
Artesia, CA
AT&T
2002
Tustin, CA
AT&T
2002
Cerritos, CA
Verizon
2002
La Palma, CA
AT&T
2002
Marin Telecommunications Agency, CA
AT&T
2002
Gainesville & Alachua Co., FL
Cox
2003
Burbank & Glendale, CA
Charter
2003
Thousand Oaks, CA
Adelphia
2003
Simi Valley, CA
Adelphia
2003
Beverly Hills, CA
Adelphia
2003
El Monte, CA
Adelphia
2003
Seal Beach, CA
Adelphia
2004
Canyon Lake, CA
Comcast
2004
West Covina, CA
Charter
2004
Hesperia, CA
Charter
2004
SCHEDULE OF COMPENSATION
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5757 Wilshire Blvd. • Suite 635 • Los Angeles, CA 90036 • (323) 931-2600 • Fax (323) 931-7355
August 3, 2005
Mr. William M. Marticorena
.Rutan & Tucker
611 Anton Blvd., Suite 1400
Costa Mesa, CA 92626-1998
Dear Mr. Marticorena:
In response to your request, Telecommunications Management Corp.
(TMC) is pleased to submit to perform an audit of the cable system franchise
fees computed and paid to the City of La Quinta (the City) by the City's cable
system operator, Time Warner Cable (Time Warner).
The scope of the audit shall include the following:
A review of the revenue records of the cable operator for. the
three calendar years 2002, 2003 and 2004 and the first two
quarters of 2005, including the sources of all revenue
components. This will include revenue, such as
commissions paid by the home shopping channels, which
may be paid to the corporate offices or to an affiliate rather
than directly to the local cable system.
A review of the method utilized bV the operator to compute
franchise fees due to the City, including all revenue
elements included in the computation. A detailed analysis
will be made of any revenues excluded from the
computation, and whether these exclusions are in
compliance with franchise requirements and cable industry
practices.
A comparison of the computed franchise fees due with
actual payments made to the City, to verify that all fees have
been paid.
Mr. William M. Marticorena
Rutan & Tucker
August 3, 2005
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In the event of any discrepancies, an estimate of the
underpayments will be made.
The end -result of the review and audit shall be a written report detailing all
findings, along with estimates of incorrect payments, to the extent any are
found, and recommendations for future financial reports.and procedures.
Three (3) bound copies and one (1) unbound (reproducible copy) are
included in the cost quoted below.
The audit report shall be submitted to the City within forty-five (45) days of
receipt of all information requested from Time Warner.
The cost shall be $12,800 on a firm, fixed -price basis. The cost includes
one (1) meeting with City staff and officials to review the audit findings.
Invoices shall be submitted in accordance with the following schedule:
• 50% thirty (30) days after authorization to proceed; and
• 50% upon submission of audit report.
For services beyond the stated scope of work, the City will be. invoiced
monthly on an hourly basis at the following TMC rates:
Mr. Pilnick $220 per hour
Mr. Friedman $185 per hour.
Figure 1 provides a summary list of the franchise fee audits TMC has
performed.
Thank you for the opportunity to offer our services, and we look forward to
your response.
Sincerely,
Carl Pilnick
President
Enclosure