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HomeMy WebLinkAboutCSG ADVISORS 3 AGREEMENT TERMINA nON Please complete this form when the attached agreement is no longer in effect Return form to the Sf. Deputy Clerk of the Council (M-30). Call 647-5238 if you have any questions. ----------------------------------------------------------------- The agreement with C S C; ))01111 ~ () i" S. ' No.2 0 0 6 - oS-.;2.. / ~ fJLeQ~ e C Q hdl., - was completed on IV / II. ) P f'ttJs / Yl r rJYjI\;e rJ5. , and final payment has been made. , \k=:J; 1Jkf'vei 'Pm" 1 Date: ///1) Ob , I Revised 8-7 -03 City of Santa Ana Clerk of tbe Council ~~:SURANCE NOT ON FILE WORK MAY t:lQI PROCEED CLERK OF COUNCIL DATE' 7-1/-06 0' CPA (,)((erry G\lOte-\h) THIS AGREEMENT, made and entered into this 1,1 day of July, 2006 by and between CSG Advisors, a California corporation, (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws or the State of Cali fomi a ("City"). N-2006-052 CONSULTANT AGREEMENT RECITALS A. Thc City desires to retain a consultant having special skill and knowledge in the field of providing professional cunsulting services for housing programs. B. Consultant represents that Consnltant is able and willing to provide such services to the City. C. Tn undertaking the performance of 111is Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will bc performed in compliance with such standards as may reasonahly he expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the tenns and conditions hereinafter sellorth, the parties agree as follows: 1. SCOPE OF SERVICES At thc rcqucst of the Executive Director of the Community Development Agency, Consul18nt shall provide assistance on topics such as: . Design cmployer assistance programs. . Provide development assistance for first-time homebuyer prugrams, including down- payment assistance, soft-second mortgage and financing. . Help design revitalization and redevelopment strategies. . Provide financial analysis for homeownership projecls. . Provide financial analysis on rental and live-work projects. . Assist the Agency in designing and implementing strategies for rehabilitation of rental and owner-occupied properties, including acquisition rehabilitation. . Provide review and analysis ofrcql1csts for financial assistance from tax allocation and. othcr local funds. 2, COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhihit A. The total sum to be expcnded under this Agreement shall not exceed S 10,000.00 during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subjcct to City accounting procedures. Payment need not be made for work which fails to mcet the standards of performance set f0l1h in the Recitals which may reasonably be expected hy City. 3, TERM This Agreement shall commence on thc date first written ahove and terminate on June 30, 2007, unless terminated earlicr in accordance with Section 12, below. The term of this Agreement may bc extended upon a writing executed by the Executive Director of the Community Development Agency and the City Attomey, 4, INDEPENDENT CONTRACTOR Consultant shall, during the entire term ofthis Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture rclationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to bc provided by Consultant shall he provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall bc responsible for all applicable withholding taxes. 5, INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, If any, to obtain and maintain insurance as described below: a. Commercial Gcncral Liability Tnsurance. Consultant shall maintain commercial gencral liability insurance naming the City, its officers, agents, volunteers, and employees as additional insured(s) and shall include, but uot be limited to protection against claims arising from baddy and personal injury, including death resulting therefrom and damagc to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts ufinsurance shall be not Icss than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and proper1y damage, in the total amount of S 1,000,000 per occurrencc. Consultant shall supply City with a fully executed additional insured endorsemcnt in substantially the form attached hcreto as Exhibit n upon execution of this Agreement and shall be approved in fonn by the City Attomcy. b_ Rusiness automobile liability insurance, or equivalent fonn, with a combined single limit of not less than $1,000,000 per occunence. Such insurance shall include covcrage for ow ned, hired and non-owned automobiles. 2 e. Worker's Compensation Insnrance, In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencmg the performance of the work under this Agreement, Consultant agrees to obtain and maintain any cmployer's liability insurance with limits not less than $1,000,000 per accident. d. The following requirements apply to the insurance to be provided by Consultant pun;uant to this section: (i) Consultant shall maintain all insurance required above in full force ami effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in foml by the City Attorney. (iii) Ccrtilicates and pohcies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. e. Tf Consultant fails or refuses to produce or maintain the insurance requircd by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in lorce and paid for, the City shall have the right, at the City's election, to forthwith tenninate this Agreement. Such tennination shall not effect Consultant's right to he paid for its time and materials expended prior to notification of termination. Consultant waives the nght to receive compensation and agrees to indemnify the City for any work perlonned prior to approval of insurance by the City. 6, INDEMNIFICATION Consultant agrees to and shall indemnify and hold hamlless the City, its officers, agents, employees, consultants, special counsel, and representatives horn liability: (I) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims lor personal inJury, including health, and elaims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or othcr persons acting on their behalfwhich relates to the services described in section I of this Agreement; and (2) from any claim that personal inJury, damages, Just compensation, restitution, judicial or equitable relief is dne by reason of the terms of or effects arising irom this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable rclief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regardmg any action by a third party asserting that personal injury, damages, just compensation. restitution, judicial or equitable relief due to personal or property rights arises by reason ofthc terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding, 3 7, CONFIDENTIALITY Tf Consultant receives from the City information which due to the nature of sueh infomlation is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such inlonnation except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, bul in no evenlless than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only writlen infonnation, but also information transferred orally, visually, electronically, or by other means, Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered hy this Agreement. The loregoing obligations of non-use and nondisclosure shall not apply to any inlonnation that (a) has been disclosed in publicly available sources; (h) is, through no fault of the Consultant disclosed in a publicly available source; (e) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by opcration of law; or (e) is independently developed by the Consultant without reference to information diselosed by the City. 8, CONFLICT OF INTEREST CLAUSE Consultant covcnants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with pertonnance of services specified under this Agreement. 9, NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certitled mail, postage prepaid, or sent by telefacsimiIe or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 teJcfacsimile (714) 647-6956 With courtesy copies to: Community Development Agency City of Santa Ana Housing Division 20 Civic Center Plaza (M-37) P.O, Box 1988 Santa Ana, Califomia 92702 lelefacsimile (714) 647-6549 4 and City Attomey City of Santa Ana 20 Civic Center Plaza (M-29) PO. Box 1988 Santa Ana, Caliiornia 92702 telefacsimile (714) 647-6515 To Consultant: Gene Slater, Chairman CSG Advisors, Inc. I Post Street Suite 2130 San Francisco, CA 94104 Tclefacsimile (415) 956-2875 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. Ifsent by mail, conununication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or ccrtified, with postage prcpaid, and addressed as set forth ahove. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City hohdays shall be excluded. 10, EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. Tn the event of a conflict between the terms of this Agreement and any attachments hereto, the tenns of this Agreement shall prevail. This Agreement may not he modified except by written instrument signed by the City and hy an authorized representative of Consultant. The parties agree that any tenns or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, lIrat terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or othcrwise, have been made hy any party, or anyone acting on hehalfofany party, which are not emhodied herein. 1 L ASSIGNMENT Inasmuch as this Agreement is intended to secure the speeializcd services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be eonstmed to limit the City's ability to have any of the services which are the subject to this Agreement pertormed by City personnel or by other consultants retained by City. 5 12, TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of tennination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a, As a condition of such payment, thc Executive Director may require Consultant to deliver to the City all work product completcd as of such date, and in sueh case such work product shall be the property of the City unless probibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agrccmcnt. 13, DISCRIMTNATION Consultant sball not discriminate because of racc, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, tennination or othcr employment related activities, Consultant arIirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14, JLJRlSDICTION - VENUE This Agreement has been executed and delivered in the State of Cali fomi a and the validity, interpretation, performance, and enJorcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State ofCalifomia. Both parties further agree that Orange County, Califomia, shall be the venue for any action or proceeding that may be brought or arise out of, in conncction with or by reason of this Agreemeul. 15, PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agrcemcnt, maintain all necessary licenses, penllits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and rcquired by the laws and regulations of the United States, the State of Califomia, thc City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of her inability to obtain or maintain such permits, liccnses, approvals, waivers, and exemptions. Said inability shall be causc fortcrmination of this Agreement. 16, MISCELLANEOUS PROVISIONS a, Each umlcrslgned represents and warrants that its signature hereinbelow has the power, authority and light to bind their respective parties to each of the terms ofthis Agreement, and shall 6 mdemmfy City fully, including reasonable costs and attomey's fees, for any injuries or damages to City in the event that sueh authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as iffully set forth in the body of thIS Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA /--) 1/ (.:.-/~--- .. <~., J/,:...L-"'-<..<:::-...---....,..-"- \ -~- - ,- PATRICIA E. HEALY CityCler'k a#Ja- DA VID N. REAM City Manager APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attomey 1-,1. By: i ;()",- Lisa E. Storck Assistant City Attorney f..2J7~ APPROVED AS TO CONTENT: CONSULTANT ~ ~~ GENE SLATER President ~ancy T, E rds, Acting Executive Director TAX ID: 58-2419370 7 eSG I advisors Via EIllail Delivery December 6, 2005 Mr. Terry Gitbreth Housing Program Analyst City of Santa Ana 20 Civic Ceoter Plaza, M-37 Santa Ana, CA 92701 Dear Terry: You have requested a m:w [or .schedule for our hourly contracts. These hourly fees would apply to our work with the City of Santa Ana, the Conununity Redevelopment Agency and the Homing Authority. Housing consulting tee schedule through December 31,2006: Chairman $290 Principal $275 Vice President/Senior Associate $250 Associate $210 Analytical Associate $1 HO Hourly rates would increase 5% per year beginning January 1, 2006. In addition to our hourly fees, we would be reimbursed for costs of transportation, meals, lodging, long-distance telephone, facsimile transmission, document production and reproduction, and messenger deli very servict:. Contingent fee transactional financial advice would be priced separately on a per transaction hasis. Please contact me if you have any questions or require further information. Thank you. Sincerely, t2do>-.t {" ~( Robert G. Cornwell Principal SAN FRANCISCO lONE POST STREET SUITE 2130 SAN FRANCISCO, CA 94104 T 4159562454 F 415 956 2875 EXH!3iT A EXHIBIT R ADOITTONAL INSURED ENDORSEMENT FOR COMMERCiAL GENERAL LIABILITY POLICY Insurance Company __ This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: I, The City of Santa Ana 20 Civic Center Plaza (M-25) P.O. Box 1988 Santa Ana, California 92702; its ofticcrs, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defcnse of snits arising from the operations and uses perfomled by or on behalf of the named insured. 2. With respcct to claims arising out of the operations and uses perfomled by or on behalf of the named insured, such insurance as is al10rded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the bcnefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not aiTeet any right which such person or organization \vollld have as a claimant ifnot so included. 4, With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coveragc or limits except after thirty (30) days written notice has been given to the City of Santa Ana 20 Civic Center Plaza (M-25) P.O, Box 1988 Santa Ana, Califomia 92702. (Completion ofthe following, including countersignature, is required to make this endorsement effective.) , this endorsement form as a part of Effective Policy # Tssued to Named Insured Countersigned by Authori zed Representative 8 from: 486 Ja,; 16 06 415 856 2875 INSURANCE 07/24/2006 08:56 770 437-0414 "370 P.002/002 p.1 11. 158 HUBIIARD .~--;;-~ I .ACOBQ. CERTIFICA fl:: OF LIABILITY INSURANCE DATEI/IOMlIlll"MJ 01/1./200. -.- (404)217-550& FAX (770)437-D4l4 T1l1S CERTIFICATE IS ISSUeD >\II A MATTER or INFORMATION Hubbard In.u.ance ONl YAND CONFERS NO RIGHTS UPON ntE CERTIFICATE HDLD~~'fHI& CERTlFICATE DoeS, ~T~SlD. EXTEND DR 2740 Be.t Adams Road NW ALTER E COVERAGE A'FORDSD E POUCI88 BELOW. SUite ZOO N- .zOO"-OS~ .. Atl...to. G\ 30339 INSURSRI AFFORlIIl\lG coveRABE NAlC I ,....""" ...:.., ....vilo.. Inco."o.atod INSlMERA: HlrtfD~ Fire Insur'uce. ~.ny 11720 Ambe.Park Drive . ~~ Hlrtford Underwriters Inlurance C_any Suite 435 -" Philadelpnia lnd_ity In.ur.ne eoo.lI/lY Alph..etta, G\ 30004 IN8UA:filltO: IMSUItERf": \!l!RAG S T1-IE POUcles Of INSURANCe UlITED IlElOW HAVE SEEN IllSUED TO 'PHS INSURED _ED AI!D\IE FDA _ POlICY FERlPD INDICIiTEO. NOlWITliSTMIllNCl ANV IlEDlJJRIiMENT. TERM OR CDNDlTlON OF ANVClJNTRACT OR OlllER DCCUMI;NT WITH RESPECT TO WHcH THIs CERTIFICATE MAV BE lS8UED OR MAY PERTAIN. 'Tl-IE lNSUkNJci:AfFORDEC.BY THE POtX:ES DESCRIBED HEREIN IS SUBJECT TO All.. lHE TiRMS, EXClUSIONS AND CONOmoNe OF SUCH POLICIES. N;;.GREOATE UNITS SHOWN MAY HAVE BEEN REDUCttI!sY PAl~ Cl.AIM3. 1"Y'Pf or lMSUMNCE POlICY ""M!!IEA ........~UTY 20 SBA UII4I 0I/0I/Z006 0I/ol/2007 X ~GEtSALUAIW1Y "'-""""""'l!lOCCUR """ . . 4 OOOtOD , 4 000 00 . . . on<- ...... . A WEOrnM_~ PattiOI'W.&Ar:JlIHJURl' llENeRAl._TE II oarL NJOiREBA'f1i:l/Mn'N'Pl.J8lpER: X POUCV ~~ lOC AVTOM08ILE UA81UTV /\NY<WTO ALL QWNEQ AUTOS SCliEIlUI.ED'""", X HRSl"""'" X NON-OWNS! AUTOs o,"-c'f.. ~\.\S" <"c~ ;>.\\O(ne\ s\ant (, ~.J fo5s\ \ t" PROtIIJO'ts.COMPtOI"AOIJ .. lO SBA U e~"'~ F3~~ (. 0l/DI/2007 CCMSlN!D SNGLeUMrT . IE- .x:ldM" IQOO..VIfrtlJUR'I' , (P1f~) BOOIL....lNJIJt:v I (p.t .:ar.,o PRCIPBlTY __ . ............ ......1.iA&U.nv ANVAllrO "lITO ONLY - EA ACQI8fT I EAACC I 0lHl!R""" AlIl'OONLV: II EXC9I1UMBJtELLA UMlUTY X CCCUR 0 Cl.AIMe MAQ! ZO SBA LIII41 01/o1/20o~ 0I/0l/Z007 """,c~ ...."....". CEllI!C11ll.E REW<l1QI< . WORKERS CONflENIATlCIN AXI) l!MPUn'!lta' LWIrun' B ANVPRDPRlETOMAR~ CJ~EXCLUcED' ''''-- Sl>EGY(. QN8briOll '" r~rs and o.n..ionl, c etroact;ve 1/1/99 ZO WEC GIl3Ut 0 l/2OO6 Ol/OI/2007 PHSDUS147 Ol/O1 006 Ol/DI/2007 E.L EAcH ACODENT I EL DISEASE. ~ I tL I:I8EASE - PWCY UMIT I 2.000,DOO/Z,000, 000 oeIORIPTION tiP' ~!AATlONa , lCCATlInCa fYElfCLD' EXCl\AlloHII ADlI!D IIY ENOORftlWa , SII!eIN. PROYtIIONS . . CA E OLDE , 1 000 00 300 10 000 1000 2,000.00 20000 . . . 1000 1 000 00 10000 1 000 00 City of Saftta Aft_. Housing A.tho~ity of the City of Santa Ana. Santa AbB ColrftNl1ity Radevel_t AgOllCY PO Box 19U s.nh Ani, CA 92702-1911 C IHCUlDANl'OF l'HEAlIOYBDDOftIIlED I'OUClB~~~tH,E ~IMTIDN DATE1HEREDF, llfIlnUlNG INIlJR!1r. wtU ENDl!AvoR TOMo\lL ...!2..- DAYlWIllITTIN NOnCE TO THE C!RTlFICATl'l HOL.DroA NAMED TOlHEL!PT, l!Jl1T 'AIlUllle: TO MAIl. auQH NOT1OE IMI"OIt: NO"08Ul3AllON DR L1AIIIl..t'n: CJl" ANV KI/tO UPON T)fi INSUR AGENT!! OR A AIlTtfOR1ZEO REPREBEtiTA: ...,..n..._._........ - D~,-;-~-a6 a':.8P~ FrCll1..CSli -..nVISoR} ..... 4159562815 4151582115 1-411 P 002/001 F-564 1-406 P 001/001 '-"b Doc-D6-D5 ID'12.. fro.-C5G ADVISORS INC .A.DOITIONAL lNSURED ENOOilSEM~'NT Thi. ."dorB.ment mollif,es such insu..nce 0$ i9 affotded by Ihe provisions of Policy # 2.0: sa-A T.J'8848 relating to Ihe following; Insurance Company Jl.artrord .z.'i.re Insur.:rn("'FI rnrupany I. The Conunu"l\)' Redevelopmel1t AgentY of \he CilJ of Sill". An.. 20 Civic Cemer Plaza. Satlta Ana, C.lifon,ia. 92701; ils offic<rs, employee., agonts and volW1lee" are named as additional insulcds ("adllitiolllll insut<ds") with reBanl \0 liability and defense of ."its wisine from the operatiuns and use. p,"formed by or on behalf ofli\O nwned insured. 2, \IIi\h tnl'eellO claims ..ising Dot of lh<: operations and us<:s performed by Of on behalf of Iht: n!lll\ed insured. such insuronce \\S is afforded by this pOlicy is primi1IY and is nOI additional to or cont.ibuting with any oil... inslll""""" carried by or for Ill. bellent oClhe additiorW insured'. 3. This in~rallee appUe. separately 10 Cllch insured agaiO!1 whom claim is made o. suit is brought except with respect 10 th. company's limits of liabilil)', The inclusion of any person or orgonizalion as an insured shall nol .rfect lllW riBht whieh such person or organization would MV. as a claimant i[not.O included. 4. \IIith ..spec I to lhe ,dditional insured., thi, insurance shall,1QI b. cancel.d. or materially reduced in co""'S" or limitS excepl after lhill)' (JO) days Wiillen notice has been given 10 the Communil}' Redevelopment Agency of the Cily of Santo At\a, 20 Civic Center Plaza, SlU\ta AIl3, CA 9270 t. (COmplelion oflhe following. includine counICf.ign.LUrC. is required to make this endorsement effective.) ErreCl;V. NOvs",bRr 29.. 2aoS . Ihis endorsement rorm.s, p.'1 01" Policy # 2IJ SIlA x.r8S4 B lsoued 10 CSG Mvisors rnrozpor"eed Named AUlholiZL:: 'flcpI'Cgen'l.a\i.vo,) r,'O ,\:0 ~d;' CountC[signed by ~-,""O"T'.\)' ~ h;", -#.., \SF'> IS. 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