HomeMy WebLinkAboutContract 36034 CITY SECRET,gRY
CONTRACT NO.
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by
• and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation situated in
portions of Tarrant, Denton and Wise Counties,Texas, acting by and through Karen L. Montgomery, its
duly authorized Assistant City Manager, and MALOUF ENGINEERING INTERNATIONAL, INC.,
("Consultant") a Texas corporation and acting by and through Mark Malouf, its duly authorized
President/CEO
1. SCOPE OF SERVICES.
Consultant hereby agrees to provide the City with professional engineering services for the
purpose of providing tower structural analysis; tower modification design, and tower
inspection/verification mapping. Attached hereto and incorporated for all purposes incident to this
Agreement is Attachment A-1 Scope of Work, more specifically describing the services to provided
hereunder..
2. TERM.
This Agreement shall commence upon the date that both the City and Consultant have executed
this Agreement("Effective Date")and shall continue in full force and effect until completion of all services
contemplated herein,unless terminated in accordance with the provisions of this Agreement.
3. COMPENSATION.
The City shall provide compensation to Consultant for the Services at Consultant's billing rates
specked in the respective Attachment A-2 Schedule of Fees. Consultant shall not perform any additional
services for the City not specified by this Agreement unless the City requests and approves in writing the
additional costs for such services. The City shall not be liable for any additional expenses of Consultant
not specified by this Agreement unless the City first approves such expenses in writing.
4. TERMINATION.
4.1. Written Notice.
The City or Consultant may terminate this Agreement at any time and for any reason by
providing the other party with 30 days written notice of termination.
4.2 Non-appropriation of Funds.
In the event no funds or insufficient funds are appropriated by the City in any fiscal period
for any payments due hereunder, City will notify Consultant of such occurrence and this
Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense to the City of any kind whatsoever,except as to the portions
of the payments herein agreed upon for which funds shall be been appropriated.
4.3 Duties and Obligations of the Parties.
In the event that this Agreement is terminated prior to the Expiration Date, the City shall
pay Consultant for services actually rendered up to the effective date of termination and
Consultant shall continue to provide the City with services requested by the City and in
accordance with this Agreement up to the effective date of termination.
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5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any '
existing or potential conflicts of interest related to Consultant's services under this Agreement. In the
event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby
agrees immediately to make full disclosure to the City in writing. Consultant, for itself and its officers,
agents and employees, further agrees that it shall treat all information provided to it by the City as
confidential and shall not disclose any such information to a third party without the prior written approval
of the City. Consultant shall store and maintain City Information in a secure manner and shall not allow
unauthorized users to access, modify, delete or otherwise corrupt City Information in any way.
Consultant shall notify the City immediately if the security or integrity of any City information has been
compromised or is believed to have been compromised.
6. RIGHT TO AUDIT.
Consultant agrees that the City shall, until the expiration of three (3) years after final payment
under this contract, have access to and the right to examine at reasonable times any directly pertinent
books, documents, papers and records of the consultant involving transactions relating to this Contract
at no additional cost to the City. Consultant agrees that the City shall have access during normal
working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. The City shall give
Consultant reasonable advance notice of intended audits.
Consultant further agrees to include in all its subcontractor agreements hereunder a provision to
the effect that the subcontractor agrees that the City shall, until expiration of three (3)years after final
payment of the subcontract, have access to and the right to examine at reasonable times any directly
pertinent books, documents, papers and records of such subcontractor involving transactions related to
the subcontract,and further that City shall have access during normal working hours to all subcontractor
facilities and shall be provided adequate and appropriate work space in order to conduct audits in
compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of
intended audits.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Consultant shall operate as an independent
contractor as to all rights and privileges granted herein,and not as agent, representative or employee of
the City. Subject to and in accordance with the conditions and provisions of this Agreement, Consultant
shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, contractors and
subcontractors. Consultant acknowledges that the doctrine of respondeat superior shall not apply as
between the City, its officers, agents, servants and employees, and Consultant, its officers, agents,
employees, servants, contractors and subcontractors. Consultant further agrees that nothing herein
shall be construed as the creation of a partnership or joint enterprise between City and Consultant.
8. LIABILITY AND INDEMNIFICATION.
CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY
LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY,INCLUDING DEATH, TO ANYAND ALL
PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT
CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL
MISCONDUCT OF CONSULTANT,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD
HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES,
FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE
OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY
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RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND
ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED,ARISING OUT
OF OR /N CONNECTION WJTH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS,
AGENTS,SERVANTS OR EMPLOYEES.
9. ASSIGNMENT AND SUBCONTRACTING.
Consultant shall not assign or subcontract any of its duties, obligations or rights under this
Agreement without the prior written consent of the City. If the City grants consent to an assignment, the
assignee shall execute a written agreement with the City and the Consultant under which the assignee
agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consultant
and Assignee shall be jointly liable for all obligations under this Agreement. If the City grants consent to a
subcontract, the subcontractor shall execute a written agreement with the Consultant referencing this
Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the
Consultant under this Agreement as such duties and obligations may apply.The Consultant shall provide
the City with a fully executed copy of any such subcontract.
10. INSURANCE.
Consultant shall provide the City with certificate(s) of insurance documenting policies of the
following minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability
$1,000,000 Each Occurrence
$1,000,000 Aggregate
(b) Automobile Liability
$1,000,000 Each accident on a combined single limit basis or
$250,000 Property damage
$500,000 Bodily injury per person per occurrence
Coverage shall be on any vehicle used by the Consultant,its employees,agents,
representatives in the course of the providing services under this Agreement.
"Any vehicle"shall be any vehicle owned,hired and non-owned
(c) Worker's Compensation
Statutory limits
Employer's liability
$100,000 Each accident/occurrence
$100,000 Disease-per each employee
$500,000 Disease-policy limit
This coverage may be written as follows:
Workers' Compensation and Employers' Liability coverage with limits consistent with
statutory benefits outlined in the Texas workers' Compensation Act(Art. 8308— 1.01 et
seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of$100,000
each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per
disease per employee
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(d) Technology Liability(Errors&Omissions)
$1,000,000 Each Claim Limit
$1,000,000 Aggregate Limit
Technology coverage may be provided through an endorsement to the
Commercial General Liability(CGL)policy,or a separate policy specific to
Technology E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made,and maintained for the duration of the
contractual agreement and for two(2)years following completion of services
provided. An annual certificate of insurance shall be submitted to the City to
evidence coverage.
10.2 Certificates.
Certificates of Insurance evidencing that the Consultant has obtained all required
insurance shall be delivered to the City prior to Consultant proceeding with any work
pursuant to this Agreement. All policies shall be endorsed to name the City as an
additional insured thereon, as its interests may appear. The term City shall include its
employees,officers, officials,agent,and volunteers in respect to the contracted services.
Any failure on the part of the City to request required insurance documentation shall not
constitute a waiver of the insurance requirement.A minimum of thirty(30)days notice of
cancellation or reduction in limits of coverage shall be provided to the City.Ten(10)days
notice shall be acceptable in the event of non-payment of premium.Such terms shall be
endorsed onto Consultant's insurance policies. Notice shall be sent to the Risk Manager,
City of Fort Worth, 1000 Throckmorton, Fort Worth,Texas 76102,with copies to the City
Attorney at the same address.
11. COMPLIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS.
Consultant agrees to comply with all applicable federal, state and local laws, ordinances, rules
and regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or
regulations,Consultant shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Consultant, for itself, its personal representatives, assigns, subcontractors and successors in
interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and
obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of
individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-
discrimination covenant by Consultant, its personal representatives, assigns, subcontractors or
successors in interest, Consultant agrees to assume such liability and to indemnify and defend the City
and hold the City harmless from such claim.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined
to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3)
received by the other party by United States Mail, registered, return receipt requested, addressed as
follows:
To The CITY: To CONSULTANT:
City of Fort WortIVIT Solutions Malouf Engineering International Inc.
1000 Throckmorton 17950 Preston Road,Suite 720
Fort Worth TX 76102-6311 Dallas TX 75252-5635
Facsimile:(817)392-8654 Facsimile:(972)783-2583
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14. SOLICITATION OF EMPLOYEES.
Neither the City nor Consultant shall, during the term of this agreement and additionally a period
of one year after its termination, solicit for employment or employ,whether as employee or independent
contractor, any person who is or has been employed by the other during the term of this agreement,
without the prior written consent of the person's employer.
15. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of its governmental powers.
16. NO WAIVER.
The failure of the City or Consultant to insist upon the performance of any term or provision of
this Agreement or to exercise any right granted herein shall not constitute a waiver of the City s or
Consultant's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
17. CONSTRUCTION.
This Agreement shall be construed in accordance with the internal laws of the State of Texas. If
any action,whether real or asserted, at law or in equity, is brought on the basis of this Agreement,venue
for such action shall lie in state courts located in Tarrant County,Texas or the United States District Court
for the Northern District of Texas, Fort Worth Division.
18. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. FORCE MAJEURE.
The City and Consultant shall exercise their best efforts to meet their respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control (force majeure),
including, but not limited to, compliance with any government law, ordinance or regulation, acts of God,
acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor
restrictions by any governmental authority,transportation problems and/or any other similar causes.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only and shall not be
deemed a part of this Agreement.
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this
Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
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22. AMENDMENTS/MODIFICATIONS/EXTENSTIONS.
No extension, modification or amendment of this Agreement shall be binding upon a party hereto
unless such extension, modification, or amendment is set forth in a written instrument,which is executed
by an authorized representative and delivered on behalf of such party.
23. ENTIRETY OF AGREEMENT.
This Agreement, including the schedule of exhibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and agreement between the City
and Consultant,their assigns and successors in interest,as to the matters contained herein.Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with
any provision of this Agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this _3 day
of_October_, 2007_
CITY OF FORT WORTH: MALOUF ENGINEERING INTERNATIONAL
INCAt
By:, aren L. Montgomery Mal f
Assistant City Mannager/CFO
Date:
ATT T: ATTEST:
By:
City Secrets By:
APPROVED AS TO FORM AND LEGALITY:
By:
Assistant ity Attorney
CONTRACT AUTHORIZATION:
M&C: �r� �
Date Approved: C
Cfty of Fort worth Propose► 7/3/2007
Attachment A-1
Scope Of Services:
THIS PROPOSAL SHALL INCLUDE ALL ENGINEERING EFFORT FOR THE FOLLOWING
LIMITED SCOPE OF SERVICES:
I-TOWER STRUCTURAL ANALYSIS:
1 Perform a Structural computer static Analysis of existing tower based on data furnished with all
present and proposed future antennae loading in conformance with the TIA/EIA 222-F Standard
Requirements.All tower and antenna data is assumed to be famished to MEI.
2. Prepare and fumish a CAD drawing on the tower mast, including labeling member sizes and showing
the location of all antennae with identification.
3. Analyze existing foundations and/or anchors for new tower foundation reactions where data is
available.
4. Prepare an Engineering Report for each Tower which would include Analysis, Results and General
Recommendations. MEI will famish two(2)copies per site.
5. All Engineering Reports will be sealed by a Professional Engineer registered to practice in the State
of Texas.
The estimated turn-around time for the structural analysis of each tower will be about 3-5 working
days from the date of approval and(or of receipt of the complete tower information data.
II-TOWER MODIFICATION DESIGN
1. Perform additional Structural Analysis, as required, of the existing tower to optimize proposed
modifications required in conformance with the ANS►/TIA/EIA 222-F Standard Requirements for
the existing and new antenna loading.
2. Design structural modifications as required by the structural analysis results for the following
items, as required for each site:
a) Modify guy sizes and specify new guy assemblies,as required.
b) Modify tower leg members by strengthening or by mid-bracing, as required.
c) Modify tower diagonal members by strengthening, as required.
d) Modify tower horizontal members by strengthening,as required.
e) Modify foundation or design new one,as required.
3. Prepare modification working CAD drawings and Technical Specification Notes. The drawings will be
sealed by a Professional Engineer registered to practice in the State of Texas. Furnish four(4)sets
of'B'size prints.
The estimated tum-around time for the modification drawings will be about 7-15 working days from
the date of approval and/or of receipt of the complete data.
MIALOUF ENGINEERING INTL.,INC. STRUCTURAL CONSULTANTS
17950 PRESTON ROAD,SurrE 720 . DALLAS,TExAs 75252-5635 . TEL:972/783-2578 FAx:972/783-2583
City of Fort Worth Proposal 7/3/2007
Attachment A-1 -Continued
III-TOWER INSPECTION:/VERIFICATION MAPPING
1. Perform a Site Visit and a Tower Mapping to gather information to be used in the Structural Analysis
of the subject tower or to verify tower work. Data collected shall include tower dimensions and
configuration, member sizes, types, bolt sizes and locations of existing antennas, transmission lines
or other equipment installed on tower, guy wire sizes if applicable, dimensions of above ground
portions of foundations and general visual condition of tower and foundation. Ultra-sonic
measurement equipment will be available to be used for measuring pipe wall thickness where
applicable.
2. Prepare a letter of findings, with applicable relevant photos and recommendations. The inspection
report may be included as part of the Engineering Report furnished.
Schedule of Fees
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MALOUF ENGINEERING INTERNATIONAL, INC. agrees to furnish the previously outlined Scope of Services, j
with payment due 30 days from invoice date, for the fixed sums as follows:
I-TOWER STRUCTURAL ANALYSIS:
Scope of Services Item Nos. 1 to 5
Structural Computer Analysis, Study and Report on tower structures moderately loaded. No special candelabras or
platform analysis are included. The following Flat Fees: i
Initial Analysis :$2,000.00/tower
Subsequent Analysis : $ 1,500.00/tower(when re-analysis is within 9 months from last analysis)
$2,000.00/tower(when re-analysis is more than 9 months from last analysis)
11-TOWER MODIFICATION DESIGN: I
Scope of Services Item Nos. 1 to 3 Estimated fee of$1,800 00 to$6,500.00
Varies based on modification extent and type of tower.
III -TOWER INSPECTION I VERIFICATION MAPPING tt
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Scope of Services Item Nos. 1 to 2 Estimated fee of$1,000.00 to$2,000.00
Varies based on type of tower and time required. E
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Please note that the above quoted fees are valid for a period of one year Effective June 20, 2007.
Additional Engineering
Any additional Engineering, Modification Design and/or Inspection effort not included in the above Scope
of Work, and if so requested,will be invoiced at the rates shown on the attached Schedule of Fees.
Special Condition Notes
1. The engineering report will include general recommendation for modifications, as required; I
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however, no design or modification drawings are included in this Proposal. !
2. Where tower is presently installed on roof of existing buildings, no analysis of the support frame/
structure is included in this proposal fees. Additional effort will invoiced based on the attached
Schedule of Fees, f
3. Modification drawings are working drawings that show modification and installation requirements i
and related details. They are not shop drawings. ?
4. All printing and reproduction cost in excess of two(2)analysis reports and four(4)drawing sets for
each site shall be invoiced as an expense item based on attached rate schedule.
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MALOUF ENGINEERING INTL.,INC. STRUCTURAL CONSULTANTS
17950 PRESTON ROAD.SUITE 720 DALLAS.TExAs 75252-5635 TEL:972/783-2578 FAX:972/783-2583
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Chy of Fort Worth Proposal 7/3/2007
Attachment A-2
Schedule of Fees
SPECIAL ENGINEERING & MODIFICATIONS
Fixed cost estimates will be furnished for any special design and modifications. The cost estimates will
be based on the following rate schedule.
Office Hourly Rates
Principal/Prof. Engineer $ 165.00
Design Engineer $ 115.00
CAD Designer $ 85.00
Field Survey
Design Engineer $ 125.00/Hr
Tower Climber $ 90.00/Hr s
Hourly Rate plus 1.15 x Travel Expenses.
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Additional Reports/Prints !
Additional Report $ 25.00
Additional'B'size Print-per set $ 10.00
Express Mailing $ 35.00
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MALOUF ENGINEERING INTL.,INC. STRUCTURAL CONSULTANTS
17950 PRESTON ROAD.SurrE 720 DALLAS.TEXAS 752525635 TEL:972/783-2578 FAx:972/783-2583
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City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 9/18/2007
DATE: Tuesday, September 18, 2007
LOG NAME: 04MALOUF ENG. REFERENCE NO.: **C-22385
SUBJECT:
Authorize Execution of a Contract with Malouf Engineering International, Inc., for Communication
Tower Structure Analysis, Design Modification, Maintenance and Inspection Consulting Services for
the Information Technology Solutions Department
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute a contract with Malouf
Engineering International, Inc., for communication tower structural analysis, design modification,
maintenance and inspection consulting services for the Information Technology Solutions Department.
DISCUSSION:
The City has contracted with Malouf Engineering (Malouf) for tower structural analysis and inspections
services since 2001. It was determined that Malouf possessed the necessary engineering expertise for
structural analysis and inspection for communication towers. The towers are a primary component of the
public safety communication's infrastructure. During the last six years Malouf has helped the City on a
number of communication tower projects, and over the next three years it is anticipated that the City will
replace several communication towers. The towers that will potentially be replaced include the Bolt Street
Communications Tower, Rolling Hills Communications Tower, Holly Communications Tower and Levee
Communications Tower; with plans for a new communications site in the west territory of the City limits.
Malouf will be contracted to review the design of the communication's tower, make design modification
recommendations, perform loading studies, and inspect the tower sites. Engineering services is needed
any time something is either,added or removed from a tower.
Malouf has performed various engineering studies for the City and maintains a database, which can be
referenced as new requests occur. Engaging another firm would not be cost effective due to the historical
knowledge Malouf possesses that another firm would need to acquire to provide like services. The City has
been satisfied with the performance level and quality of service we have received from this vendor.
The projected annual contract expenditure is estimated to be $30,000. The annual expenditure level is
based on the number of towers replaced each year plus routine engineering requests for other tower
sites. In both FY 2008 and 2009 it is anticipated that the City will replace two towers and the engineering
costs for each year will be approximately $22,000 to $23,000. The expected expenditures for routine
engineering maintenance issues for the other communication towers each year will be $7,000 to $8,000.
M/WBE - A waiver of the goal for M/WBE subcontracting requirements was requested by the Information
Technology Services Department and approved by the M/WBE Office because application of the provisions
of the ordinance will unduly delay acquisition of these services.
RENEWAL OPTIONS - The contract to be effective on October 1, 2007, and expire on September 30,
2008, may be renewed for up to three additional one-year terms at the City's option. This action does not
require specific City Council approval provided that the City Council has appropriated sufficient funds to
Logname: 04MALOUF ENG. Page 1 of 2
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satisfy the City's obligations during the renewal term.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that funds are available in the current operating budget, as appropriated, of
the Information Systems Fund.
TO Fund/Account/Centers FROM Fund/Account/Centers
P168 539120 0046020 $30,000.00
Submitted for City Manager's Office bv: Karen Montgomery (6222)
Originating Department Head: Peter Anderson (8781)
Additional Information Contact: Pete Anderson (8781)
Bryan Jennings(2359)
Logname: 04MALOUF ENG. Page 2 of 2