Contract - Utility Systems Science and Software - 2015-04-01AGREEMENT FOR CONSULTANT SERVICES
This Agreement ("AGREEMENT') is made and effective as of / �;vJ`^
2014, between the Costa Mesa Sanitary District, a sanitary district ("DISTFACT"),
Utility Systems Science and Software, a Corporation ("CONSULTANT'). In
consideration of the mutual covenants and conditions set forth herein, the parties agree
as follows:
Recitals
WHEREAS, the DISTRICT desires to upgrade and replace the servers.
WHEREAS, CONSULTANT has submitted a proposal to update, install and
maintain servers; and
WHEREAS, the DISTRICT desires to enter into an Agreement with
CONSULTANT to provide said service.
NOW, THEREFORE the parties hereto agree as follows:
1. TERM
This AGREEMENT shall commence on a V)j 3 2015, and shall remain
and continue in effect until tasks described Mersin are completed unless sooner
terminated pursuant to the provisions of this AGREEMENT.
2. SERVICES
CONSULTANT shall perform the tasks described and set forth in Exhibit A,
attached hereto and incorporated herein as though set forth in full. CONSULTANT shall
complete the tasks according to the schedule of performance which is also set forth in
Exhibit A.
3.
CONSULTANT shall, at all times, faithfully, competently, and to the best of
hisiherrits ability, experience, and talent perform all tasks described herein.
CONSULTANT shall employ, at a minimum, generally accepted standards and
practices utilized by persons engaged in providing similar services as are required of
CONSULTANT hereunder in meeting its obligations under this AGREEMENT.
CONSULTANT shall warrant that all services provided and equipment installed shall
perform in a workmanlike manner and be fit for its particular purpose.
4. DISTRICT MANAGEMENT
The General Manager shall represent DISTRICT in all matters pertaining to the
administration of this AGREEMENT, including review and approval of all products
submitted by CONSULTANT. Notwithstanding the foregoing, the General Manager's
authority to enlarge the tasks to be performed or change CONSULTANT's
compensation is subject to Section 5 hereof.
5. PAYMENT
(a) DISTRICT agrees to pay CONSULTANT in accordance with Exhibit A,
attached hereto and incorporated herein by reference. This amount shall not exceed
Eight Thousand Five Hundred Dollars ($8,500) for the total term of this AGREEMENT
unless additional payment is approved as provided in this AGREEMENT. Said sum
includes travel and other costs.
(b) CONSULTANT shall not be compensated for any services rendered in
connection with its performance of this AGREEMENT that are in addition to those set
forth herein, unless such additional services are requested in a written change order
and are approved in advance and in writing by DISTRICT. The written change order
requirement cannot be waived. The General Manager may approve change orders for
additional work not to exceed the cumulative value of ten percent (10%) of the total
contract sum. Any additional work in excess of this cumulative amount shall be
approved by the Board of Directors.
(c) CONSULTANT will submit invoices upon task completion unless
otherwise agreed. Payment shall be made within thirty (30) days of receipt of each
invoice as to all non -disputed fees. If DISTRICT disputes any of CONSULTANT's fees,
DISTRICT shall give written notice to CONSULTANT within thirty (30) days of receipt of
an invoice of any disputed fees contained in the invoice.
6. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE
(a) The DISTRICT may, at any time, for any reason, with or without cause,
suspend or terminate this AGREEMENT, or any portion hereof, by serving upon the
CONSULTANT written notice. Upon receipt of said notice, the CONSULTANT shall
immediately cease all work under this AGREEMENT, unless the notice provides
otherwise. If the DISTRICT suspends or terminates a portion of this AGREEMENT,
such suspension or termination shall not make void or invalidate the remainder of this
AGREEMENT.
(b) In the event this AGREEMENT is terminated pursuant to this Section, the
DISTRICT shall pay to CONSULTANT the actual value of the work performed up to the
time of termination, provided that the work performed is of value to the DISTRICT.
CONSULTANT shall immediately turn over all work -product to DISTRICT in a readily
usable form. Upon termination of the AGREEMENT pursuant to this Section, the
CONSULTANT will submit an invoice to the DISTRICT pursuant to Section 5.
DEFAULT OF CONSULTANT
(a) The CONSULTANT's failure to comply with the provisions of this
AGREEMENT shall constitute a default. In the event that CONSULTANT is in default
for cause under the terms of this AGREEMENT, DISTRICT shall have no obligation or
duty to continue compensating CONSULTANT for any work performed after the date of
default and can terminate this AGREEMENT immediately by written notice to the
CONSULTANT. If such failure by the CONSULTANT to make progress in the
performance of work hereunder arises out of causes beyond the CONSULTANT's
control, and without fault of negligence of the CONSULTANT, It shall not be considered
a default.
(b) As an alternative to the procedure for immediate termination for default set
forth in subparagraph (a), if the District Manager or his/her delegate determines that the
CONSULTANT is in default in the performance of any of the terms or conditions of this
AGREEMENT, he/she may in his/her discretion cause to be served upon the
CONSULTANT a written notice of the default and demand to cure. The CONSULTANT
shall have ten (10) days after service upon it of said notice to cure the default by
rendering a satisfactory performance. In the event that the CONSULTANT fails to cure
its default within such period of time, the DISTRICT shall have the right, notwithstanding
any other provision of this AGREEMENT, to terminate this AGREEMENT without further
notice and without prejudice to any other remedy to which it may be entitled at law, in
equity or under this AGREEMENT.
8. OWNERSHIP OF DOCUMENTS
(a) CONSULTANT shall maintain complete and accurate records with respect
to the professional services required by this AGREEMENT and will produce the work
product specified in Exhibit A and other such information required by DISTRICT that
relate to the performance of services under this AGREEMENT. CONSULTANT shall
maintain adequate records of services provided in sufficient detail to permit an
evaluation of services. All such records shall be maintained in accordance with
generally accepted accounting principles and shall be clearly identified and readily
accessible. CONSULTANT shall provide free access to the representatives of
DISTRICT or its designees at reasonable times to such books and records; shall give
DISTRICT the right to examine and audit said books and records; shall permit
DISTRICT to make transcripts therefrom as necessary; and shall allow inspection of all
work, data, documents, proceedings, and activities related to this AGREEMENT. Such
records, together with supporting documents, shall be maintained for a period of three
(3) years after receipt of final payment.
(b) Upon completion, termination, or suspension of this AGREEMENT, all
work product reduced to any medium and other documents prepared in the course of
providing the services to be performed pursuant to this AGREEMENT shall become the
sole property of the DISTRICT and may be used, reused, or otherwise disposed of by
the DISTRICT without the permission of the CONSULTANT. With respect to computer
files, CONSULTANT shall make available to the DISTRICT, at the CONSULTANT's
office and upon reasonable written request by the DISTRICT, the necessary computer
software and hardware for purposes of accessing, compiling, transferring, and printing
computer files. Said software and hardware shall be made available to DISTRICT at
CONSULTANT's cost.
9. INDEMNIFICATION
(a) Indemnification for Professional Liability. When the law establishes a
professional standard of care for CONSULTANT's services, to the fullest extent
permitted by law, CONSULTANT shall indemnify, protect, defend, and hold harmless
DISTRICT and any and all of its officials, employees, and agents from and against any
and all losses, liabilities, damages, costs, and expenses, including attorney's fees and
costs to the extent the same arise out of, pertain to, or relate to the negligence,
recklessness, or willful misconduct of CONSULTANT, its officers, agents, employees, or
subconsultants (or any entity or individual that CONSULTANT shall bear the legal
liability thereof) in the performance of professional services under this AGREEMENT.
(b) Indemnification for Other than Professional Liability. Other than in the
performance of professional services and to the fullest extent permitted by law,
CONSULTANT shall indemnify, defend, and hold harmless DISTRICT and any and all
of its employees, officials, and agents from and against any liability (including liability for
claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory
proceedings, losses, expenses, or costs of any kind, whether actual, alleged, or
threatened, including attorney's fees and costs, court costs, interest, defense costs, and
expert witness fees), where the same arise out of, pertain to, relate to, are a
consequence of, or are in any way attributable to, in whole or in part, the performance of
this AGREEMENT by CONSULTANT or by any individual or entity for which
CONSULTANT is legally liable, including, but not limited to, officers, agent, employees,
or subconsultants of CONSULTANT.
10. INSURANCE
CONSULTANT shall, at its expense, procure and maintain for the duration of this
AGREEMENT insurance against claims for injuries to persons or damages to property
which may arise from or in connection with the performance of this AGREEMENT by the
CONSULTANT, its agents, representatives, employees, or subcontractors.
CONSULTANT shall also require all of its subcontractors to procure and maintain the
same insurance for the duration of this AGREEMENT. If CONSULTANT is an employer
or otherwise hires one (1) or more employees during the term of this PROJECT,
CONSULTANT shall procure and maintain workers' compensation coverage for such
employees which meet all requirements of state law (Labor Code § 1661).
At a minimum, CONSULTANT is required to submit proof of insurance in
accordance with the following standards:
Minimum Scope of Insurance: Coverage shall be at least as broad as the
latest version of the following: (1) General Liability. Insurance Services Office
Commercial General Liability coverage (occurrence form CG 0001): (2) Automobile
Liability Insurance Services Office Business Auto Coverage form number CA 0001,
code 1 (any auto); and (3) Workers' Compensation and Employer's Liability. Workers'
Compensation insurance as required by the State of California and Employer's Liability
Insurance.
Minimum Limits of Insurance: CONSULTANT shall maintain limits of no less
than:
(A)General Liability. One Million Dollars ($1,000,000.00) per occurrence for
bodily injury, personal injury and property damage. If Commercial General Liability
Insurance or other form with general aggregate limit is used, either the general
aggregate limit shall apply separately to this AGREEMENT/location or the general
aggregate limit shall be twice the required occurrence limit.
(B)Automobile Liabiliri. One Million Dollars ($1,000,000.00) per accident for
bodily injury and property damage.
(C)Workers' Compensation and Employer's Liability. Workers'
Compensation limits as required by the Labor Code of the State of California.
Employer's Liability limits of One Million Dollars ($1,000,000.00) per accident for bodily
injury or disease.
Insurance Endorsements: The Insurance policies shall contain the following
provisions, and a separate endorsement stating to add the following provisions to the
insurance policies shall be submitted and approved by DISTRICT:
(A)General Liability. The general liability policy shall be endorsed to state that:
(1) DISTRICT, its directors, officials, officers, employees, agents, and volunteers shall
be covered as additional insureds with respect to the work or operations performed by
or on behalf of the CONSULTANT, including materials, parts, or equipment furnished in
connection with such work; and (2) the insurance coverage shall be primary insurance
as respects DISTRICT, its directors, officials, officers, employees, agents, and
volunteers, or if excess, shall stand in an unbroken chain ofcoverageexcess of the
CONSULTANT's scheduled underlying coverage. Any insurance or self-insurance
maintained by DISTRICT, its directors, officials, officers, employees, agents, and
volunteers shall be excess of the CONSULTANT's insurance and shall not be called
upon to contribute with it in any way.
(B) Workers' Compensation and Employer's Liability Coverage. The insurer
shall agree to waive all rights of subrogation against DISTRICT, its directors, officials,
officers, employees, agents, and volunteers for losses paid under the terms of the
insurance policy which arise from work performed by the CONSULTANT.
(C)AII Coverage. Each insurance policy required by this AGREEMENT shall be
endorsed to state that: (A) coverage shall not be suspended, voided, reduced, or
canceled except after thirty (30) days prior written notice by certified mail, return receipt
requested, has been given to DISTRICT, and (B) any failure to comply with reporting or
other provisions of the policies, including breaches or warranties, shall not affect
coverage provided to DISTRICT, its directors, official, officers, employees, agents, and
volunteers.
Acceptability of Insurers: Insurance is to be placed with insurers with a current
A.M. Best's rating of no less than A -:VIII, licensed to do business in California, and
satisfactory to DISTRICT.
All insurance documents must be submitted and approved by the District's Risk
Manager prior to execution of any AGREEMENT with DISTRICT.
11. INDEPENDENT CONSULTANT
(a) CONSULTANT is and shall at all times remain as to the DISTRICT a
wholly independent consultant. The personnel performing the services under this
AGREEMENT on behalf of CONSULTANT shall at all times be under CONSULTANT's
exclusive direction and control. Neither DISTRICT nor any of its officers, employees, or
agents shall have control over the conduct of CONSULTANT or any of CONSULTANT's
officers, employees, or agents, except as set forth in this AGREEMENT.
CONSULTANT shall not at any time or in any manner represent that it or any of its
officers, employees, or agents are in any manner officers, employees, or agents of the
DISTRICT. CONSULTANT shall not incur or have the power to incur any debt,
obligation, or liability whatsoever against DISTRICT or bind DISTRICT in any manner.
(b) No employee benefits shall be available to CONSULTANT in connection
with the performance of this AGREEMENT. Except for the fees paid to CONSULTANT
as provided in the AGREEMENT, DISTRICT shall not pay salaries, wages, or other
compensation to CONSULTANT for performing services hereunder for DISTRICT.
DISTRICT shall not be liable for compensation or indemnification to CONSULTANT for
injury or sickness arising out of performing services hereunder.
12. LEGAL RESPONSIBILITIES
The CONSULTANT shall keep itself informed of State and Federal laws and
regulations which in any manner affect those employed by it or in any way affect the
performance of Its service pursuant to this AGREEMENT. The CONSULTANT shall at
all times observe and comply with all such laws and regulations. The DISTRICT and its
officers and employees shall not be liable at law or in equity occasioned by failure of the
CONSULTANT to comply with this Section.
13. UNDUE INFLUENCE
CONSULTANT declares and warrants that no undue influence or pressure has.
been used against or in concert with any officer or employee of the DISTRICT in
connection with the award, terms, or implementation of this AGREEMENT, including
any method of coercion, confidential financial arrangement, or financial inducement. No
officer or employee of the DISTRICT will receive compensation, directly or indirectly,
from CONSULTANT or from any officer, employee, or agent of CONSULTANT in
connection with the award of this AGREEMENT or any work to be conducted as a result
of this AGREEMENT. Violation of this Section shall be a material breach, of this
AGREEMENT entitling the DISTRICT to any and all remedies at law or in equity.
14. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES
No member, officer, or employee of DISTRICT, or their designees or agents, and
no public official who exercises authority over or has responsibilities with respect to the
project during his/her tenure or for one year thereafter shall have any interest, direct or
indirect, in any agreement or sub -agreement, or the proceeds thereof, for work to be
performed in connection with the project performed under this AGREEMENT.
15. RELEASE OF INFORMATION /CONFLICTS OF INTEREST
(a) All information gained by CONSULTANT in the performance of this
AGREEMENT shall be considered confidential and shall not be released by
CONSULTANT without DISTRICT's prior written authorization. CONSULTANT and its
officers, employees, agents, or subconsultants shall not, without written authorization
from the General Manager or unless requested by the District Counsel, voluntarily
provide declarations, letters of support, testimony at depositions, response to
interrogatories, or other information concerning the work performed under this
AGREEMENT or relating to any project or property located within the DISTRICT.
Response to a subpoena or court order shall not be considered "voluntary" provided
CONSULTANT gives DISTRICT notice of such court order or subpoena.
(b) CONSULTANT shall promptly notify DISTRICT should CONSULTANT or its
officers, employees, agents, or subconsultants be served with any summons, complaint,
subpoena, notice of deposition, request for documents, interrogatories, requests for
admissions, or other discovery request, court order, or subpoena from any person or
party regarding this AGREEMENT or the work performed thereunder or with respect to
any project or property located within the DISTRICT. DISTRICT retains the right, but
has no obligation, to represent CONSULTANT and/or be present at any deposition,
hearing, or similar proceeding. CONSULTANT agrees to cooperate fully with DISTRICT
and to provide the opportunity to review any response to discovery requests provided by
CONSULTANT. However, DISTRICTS right to review any such response does not
imply or mean that DISTRICT has a right to control, direct, or rewrite said response.
(c) CONSULTANT covenants that neither he/she/it nor any officer or principal
of their firm have any interest in, or shall acquire any interest, directly or indirectly, which
will conflict in any manner or degree with the performance of their services hereunder.
CONSULTANT further covenants that in the performance of this AGREEMENT, no
person having such Interest shall be employed by it/them as an officer, employee,
agent, or subconsultant. CONSULTANT further covenants that CONSULTANT has not
contracted with nor is performing any services, directly or indirectly, with any
developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s) owning
property in the DISTRICT or the study area and further covenants and agrees that
CONSULTANT and/or its subconsultants shall provide no service or enter into any
agreement or agreements with a/any developer(s) and/or property owner(s) and/or
firm(s) and/or partnership(s) owning property in the DISTRICT or the study area prior to
the completion of the work under this AGREEMENT.
16. NOTICES
Any notices which either party may desire to give to the other party under this
AGREEMENT must be in writing and may be given by: (i) personal service, (ii) delivery
by a reputable document delivery service, such as, but not limited to, Federal Express,
which provides a receipt showing date and time of delivery, or (iii) mailing in the United
States Mail, certified mail, postage prepaid, return receipt requested, addressed to the
address of the party as set forth below or at any other address as that party may later
designate by notice:
To DISTRICT: Costa Mesa Sanitary District
628 West 19th Street
Costa Mesa, California 92627
Attn: District Clerk
To CONSULTANT: Utility Systems, Science and Software
601 N Parkcenter Drive, Suite 209
Santa Ana, CA 92705
Attn: Mark Serres
17. ASSIGNMENT
The CONSULTANT shall not assign the performance of this AGREEMENT, nor
any part thereof, nor any monies due hereunder, without prior written consent of the
DISTRICT.
Because of the personal nature of the services to be rendered pursuant to this
AGREEMENT, only Matt Brawley shall perform the services described in this
AGREEMENT. Matt Brawley may use assistants, under his/her direct supervision, to
perform some of the services under this AGREEMENT; however, all client contact and
interaction regarding professional services shall be provided by Matt Brawley.
CONSULTANT shall provide DISTRICT fourteen (14) days' notice prior to the departure
of Matt Brawley from CONSULTANTS employ. Should he/she leave CONSULTANT's
employ, the DISTRICT shall have the option to immediately terminate this
AGREEMENT within three (3) days of the close of said notice period. Upon termination
of this AGREEMENT, CONSULTANT's sole compensation shall be payment for actual
services performed up to, and including, the date of termination or as may be otherwise
agreed to in writing between the Board of Directors and CONSULTANT.
18. SAFETY AND SITE CONDITION CONSULTANT shall perform all operations
with due regard for safety and in strict compliance with all applicable laws relating
thereto. It shall be CONSULTANTS responsibility to keep the site in a clean, neat and
orderly condition. It shall also be CONSULTANT'S duty to dust -palliate all working
areas and access routes, if applicable. All operations shall be conducted by
CONSULTANT so that no fire hazards are created.
19. LICENSES
At all times during the term of this AGREEMENT, CONSULTANT shall have in
full force and effect all licenses required of it by law for the performance of the services
described in this AGREEMENT.
20. GOVERNING LAW
DISTRICT and CONSULTANT understand and agree that the laws of the State
of California shall govern the rights, obligations, duties, and liabilities of the parties to
this AGREEMENT and also govern the interpretation of this AGREEMENT. Any
litigation concerning this AGREEMENT shall take place in the superior or federal district
court with jurisdiction over the DISTRICT.
21
This AGREEMENT contains the entire understanding between the parties
relating to the obligations of the parties described in this AGREEMENT. All prior or
contemporaneous agreements, understandings, representations, and statements, oral
or written, are merged into this AGREEMENT and shall be of no further force or effect.
Each party is entering into this AGREEMENT based solely upon the representations set
forth herein and upon each party's own independent investigation of any and all facts
such party deems material.
22. CONTENTS OF REQUEST FOR PROPOSAL AND PROPOSAL
CONSULTANT is bound by the contents of Exhibit A, hereto and incorporated
herein by this reference. In the event of conflict, the requirements of DISTRICT's
Request for Proposals and this AGREEMENT shall take precedence over those
contained in the CONSULTANT's proposals.
23. MODIFICATION
No modification to this AGREEMENT shall be effective unless it is in writing and
signed by authorized representatives of the parties hereto. This written modification
requirement cannot be waived.
24. AUTHORITY TO EXECUTE THIS AGREEMENT
The person or persons executing this AGREEMENT on behalf of CONSULTANT
warrant(s) and represent(s) that he/she/they has/have the authority to execute this
AGREEMENT on behalf of the CONSULTANT and has/have the authority to bind
CONSULTANT to the performance of its obligations hereunder.
25.
In the event of conflict or inconsistency between this AGREEMENT and any
other document, including any proposal or Exhibit hereto, this AGREEMENT shall
control unless a contrary intent is clearly stated.
26. BUSINESS LICENSE
CONSULTANT shall obtain a business license from the City of Costa Mesa
unless legally exempt.
IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to
be executed this day and year first above written.
COSTA MESA SANITARY DISTRICT
GeneralManager
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APPR YEO AS TO FORM:
District Counsel
UTILITY SYSTEMS SCIENCE
SOFTWARE
Signature
Typed Name
V %?
Title
US3 WI ITY SYSTEMS. SCIENCE AND SOFTWARE
Santa Ana, CA 92705
Phone 714-542-1004 Fax: 714-542-1332
March 19, 2015
Costa Mesa Sanitation District
628 W. 19th Street
Costa Mesa, CA 92627-2716
Attn: Scott Carrol
Subject: CMSD Cluster Upgrade Rev. 2
Hello Scott,
Per your discussion with Matt as it relates to CMSD Cluster Upgrade:
Current Issues
Servers are running out of resources. Not enough memory to sufficiently meet the
needs of all systems. Processors are running high utilization. Server hardware out of
warranty.
Current System
Servers:
• 2x Dell PowerEdge R310 Series
• Memory: 16GB - Upgraded from 8GB August 2013
• Processors: 2.4Ghz - Intel Xeon
• Installation Date: 2/5/2011
• Warranty Expiration: 10/14/2014
• Operating System: Windows 2008 Server
• Storage Array:
• Ix Dell PowerVault MD3200i
• Storage:3TB
• Installation Date: 2/5/2011
• Warranty Expiration: 2/20/2015
Recommendation
Replace cluster servers with Server 2012. Replace network switch. Extend warranty of
MD3200i storage array. Upgrade viable virtual servers to Windows 2012 to take
advantage of memory and processor virtualization. Upgrade to Exchange 2013 to take
advantage of Security and mobility enhancements.
Project Outline
1. Install Operating Systems on Cluster servers.
2. Shut down network. Replace network switch, install cluster server hardware,
server rack cleanup, remove retired equipment. Test battery backups and air
recirculation/filtration system. (Weekend or holiday)
3. Move Primary and backup domain controllers to new clusters and upgrade to
2012 Server.
4. Move servers not being upgraded to new clusters and increase available
resources.
5. Reallocate existing resources on old servers to servers waiting to be upgraded.
6. Schedule server upgrades.
7. Retire old cluster hardware.
Associated Hardware and Software to be installed
2 Dell PowerEdge Servers -
Dell Network Switch -
Microsoft Server 2012 DataCenter Edition -
Microsoft Exchange 2013 Server Standard -
20 MS Server 2012 Client Licenses -
30 MS Exchange 2013 Client Licenses -
10 Remote Desktop 2012 Licenses -
Estimated Hardware and Software Costs (Retail):
MD3200i Warranty Extension (1 year) -
Cost Proposal
Installation Hours:
(Hardware) Cluster Serverl -
16
(Hardware) Cluster Server2 -
16
(Virtualized) Primary Domain Controller -
12
(Virtualized) Backup Domain Controller -
12
(Virtualized) Exchange Server -
24
(Virtualized) Springbrook Server - Do not upgrade.
Replacing 04/2015.
(Virtualized) Sewer Server - Do not upgrade. Being replaced by Sewer2.
(Virtualized) Serverl (Files and Printers) - 16
(Virtualized) Laserfiche ECS — Do not upgrade. Upgrade with next release of Lasefiche.
(Virtualized) Oracle (OC Land Extraction Database) — Do not upgrade. Upgrade with
next OC database release.
(Virtualized) Sewer2 — Upgrade. Hours already covered under mobility project.
(Hardware) Network Switch installation and server hardware installation - 8
Project Summary
Labor: $13,000
Total: $13,000
Payment Terms
Total Hours: 104
To start the project we will require a deposit equal to the amount of the required
hardware, software, and taxes. The balance of the project is due 15 days from project
acceptance and signoff.
Thank you,
M" ""
Mark Serres
Project Manager
714-542-1004