HomeMy WebLinkAboutL. L. CONSULTING - 2009G CDA(a)
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INSURANCE ON FILE
WORK MAY PROCEED
UNTIL INSURANCE EXPIRES
a-?~''!D
CLERK OF COUNCIL
oarE: CONSULTANT AGREEMENT
N-2009-020
THIS AGREEMENT, made and entered into this 20`h day of February, 2009 by and
between L. L. Consulting (hereinafter "Consultant"), and the City of Santa Ana, charter city and
municipal corporation, organized and existing under the Constitution and laws of the State of
California (hereinafter "City"). '
RECITALS
A. The City desires to retain a consultant having special skill and knowledge in the field of
economic revitalization to assist the Downtown Santa Ana Community Management
District in organizing a sustainable structure.
B. Consultant represents that Consultant is able and willing to provide such services to the
City.
C. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this
Agreement will be performed in compliance with such standazds as may reasonably be
expected from a professional consulting firm in the field.
N 0 W T H E R E F 0 R E, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
SCOPE OF SERVICES
Consultant shall create and present a presentation on the Fundamentals of Economic
Revitalization, asset forth in Consultant's Proposal dated January 23, 2009, attached hereto as
Exhibit A, and incorporated by reference.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services,
the rates and charges set forth in Exhibit A. The total sum to be expended under this Agreement
shall not exceed $2,000.00 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, subject to City accounting procedures. Payment need not
be made for work which fails to meet the standazds of performance set forth in the Recitals
which may reasonably be expected by City.
3. DELIVERY OF WORK PRODUCT
Consultant warrants and represents that it has the absolute right to enter into and perform
this Agreement and will perform its obligations hereunder in accordance with standards and
practices prevailing in the industry. Consultant's contribution to the Project, including works to
be produced by Consultant hereunder, will not infringe or misappropriate the proprietazy or
personal rights of any third person or party. Consultant shall deliver to City any work product
which results from the services provided. Said work product shall be submitted in hard copy and
produced in a form compatible with City's information systems, as agreed between the Project
Manager and Consultant.
4. TERM
This Agreement shall commence on the date first written above and terminate on
completion of the project, unless terminated eazlier in accordance with Section 13, below.
5. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this 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 anemployer-employee relationship, a joint venture relationship, or
to allow the City to exercise discretion or control over the professional manner in which
Consultant performs the services which aze the subject matter of this Agreement; however, the
services to be provided by Consultant shall be 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 similaz taxes relating to
employees and shall be responsible for all applicable withholding taxes.
6. 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. Due to the nature of services provided, Commercial General Liability Insurance is not
required.
b. Worker's Compensation Insurance. 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 commencing
the performance of the work under this Agreement, Consultant agrees to obtain and maintain any
employer's liability insurance with limits not less than $1,000,000 per accident.
INDEMNIFICATION
Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
employees, consultants, special counsel, and representatives from liability for personal injury,
damages, just compensation, restitution, judicial or equitable relief arising out of claims for
personal injury, including health, and claims for property damage, which may arise from the
direct or indirect operations of the Consultant or its contractors, subcontractors, agents,
employees, or other persons acting on their behalf which relates to the services described in
section 1 of this Agreement.
8. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Consultant agrees
that it shall not use or disclose such information except in the performance of this Agreement,
and further agrees to exercise the same degree of caze it uses to protect its own information of
like importance, but in no event less than reasonable caze. "Confidential Information" shall
include all nonpublic information. Confidential information includes not only written
information, 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 by this Agreement. The foregoing obligations of non-use and nondisclosure
shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is,
through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful
possession of the Consultant without an obligation of confidentiality; (d) is required to be
disclosed by operation of law; or (e) is independently developed by the Consultant without
reference to information disclosed by the City.
9. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct
or indirect, which would conflict in any manner with performance of services specified under
this Agreement.
10. 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 certified mail, postage prepaid, or sent by telefacsimile or other
telegraphic communication in the manner provided in this Section, to the following persons:
To City: Clerk of the Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Telefacsimile 714-647-6956
With courtesy copy to:
Community Development Agency
City of Santa Ana
20 Civic Center Plaza (M-25)
P.O. Box 1988
a. As a condition of such payment, the Executive Director may require Consultant to deliver
to the City all work product completed as of such date, and in such case such work product shall be
the property of the City unless prohibited 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 Agreement.
14. DISCRIMINATION
Consultant shall not discriminate because of race, 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, termination or
other employment related activities. Consultant affirms that it is an equal opportunity employer
and shall comply with all applicable federal, state and local laws and regulations.
15. JURISDICTION-VENUE
This Agreement has been executed and delivered in the State of California and the
validity, interpretation, performance, and enforcement of any of the clauses of this Agreement
shall be determined and governed by the laws of the State of California. Both parties further
agree that Orange County, California, shall be the venue for any action or proceeding that may
be brought or arise out of, in connection with or by reason of this Agreement.
16. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services
hereunder and required by the laws and regulations of the United States, the State of California,
the City of Santa Ana and all other governmental agencies. Consultant shall notify the City
immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals,
waivers, and exemptions. Said inability shall be cause for termination of this Agreement.
17. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature hereinbelow has the power,
authority and right to bind their respective parties to each of the terms of this Agreement, and shall
indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to
City in the event that such 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 if fully set
forth in the body of this Agreement.
//
a. As a condition of such payment, the Executive Director may require Consultant to deliver
to the City all work product completed as of such date, and in such case such work product shall be
the property of the City unless prohibited 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 Agreement.
14. DISCRIMINATION
Consultant shall not discriminate because of race, 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, termination or
other employment related activities. Consultant affirms that it is an equal opportunity employer
and shall comply with all applicable federal, state and local laws and regulations.
15. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the
validity, interpretation, performance, and enforcement of any of the clauses of this Agreement
shall be determined and governed by the laws of the State of California. Both parties further
agree that Orange County, California, shall be the venue for any action or proceeding that may
be brought or arise out of, in connection with or by reason of this Agreement.
16. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services
hereunder and required by the laws and regulations of the United States, the State of California,
the City of Santa Ana and all other governmental agencies. Consultant shall notity the City
immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals,
waivers, and exemptions. Said inability shall be cause for termination of this Agreement.
17. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature hereinbelow has the power,
authority and right to bind their respective parties to each of the terms of this Agreement, and shall
indemnity City fully, including reasonable costs and attorney's fees, for any injuries or damages to
City in the event that such 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 if fully set
forth in the body of this Agreement.
II
5
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
ATTEST:
PATRICIAE. HEALY
Clerk ofthe Council
APPROVED AS TO FORM:
JOSEPH W. FLETCHER
City Attorney
V ',) /
By: L........ ._-".( A ...10-: ,~Jlv e j/( ,:
Laura Sheedy ./
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
~'~~
C TRIA 1. JSON
Deputy City Manager for
Development Services
CITY OF SANTA ANA
~~~
+DAVIDN.
City Manager
L. L. Consulting
cYjuu;J/tJit
LANI LOTT
President
Tax ID# ,-~YI& -tJl 7l/ 73
EXHIBIT A
6
(--
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Downtown management
and revitalization
professionals
Date:
January 23, 2009
To:
Tom Eidem
From:
L. L. Consulting
Lani Lott, President
Subject:
Proposal to Conduct a Presentation for Downtown Incorporated and the
Downtown Santa Ana Community Management District
Understanding of the Project:
In 2008, Downtown Santa Ana successfully formed a Community Management District,
which encompasses over 50 blocks in the Historic Downtown. As part of the process, a
new nonprofit corporation, Downtown Incorporated, has been formed to oversee and
manage the District, and is currently the process of making the transition from a
formation committee to selecting and seating the founding Board of Directors,
establishing the organizational infrastructure, policies and procedures necessary to
deliver the programs, and molding the services outlined in the Management Plan. To
help ensure that the Board of Directors along with key stakeholders have a solid
understanding of the importance of their role to the success of the organization as well
as the importance of the organization as viable entity to spurring long term economic
revitalization, the City of Santa Ana is considering hosting a series of presentations. L.
L. Consulting has been asked to present a proposal for conducting a presentation on the
"Fundamentals of Economic Revitalization." Ms. Lani Lott, President of L.L. Consulting
has over 17 years of experience assisting communities with the economic revitalization
and development of their historic downtown cores, traditional commercial districts,
urban commercial corridors, and business improvement areas. Ms. Lott has worked
with local governments, Main Street programs, redevelopment agencies, business
associations, chambers of commerce, business improvement districts, community
development corporations, downtown organizations and other nonprofits throughout
the Southwest. Consulting services and technical assistance include organizational
formation and training, Main Street Program development and management, business
development strategies and programs, strategic planning and visioning, Board
facilitation and training, and committee and volunteer management.
4340 E. Indian School Rd. Ste 21-200
Phoenix, AZ 85018
602-840-2317
Lani@L-Lconsulting.com
EXHIBIT A
City of Santa Ana
Proposal for Presentation
Prepared January 23,2009
Proposed Scope of Work:
Task One: Preparation
. To become familiar with the District and gain a better understanding of the needs of
the stakeholders, consultant will conduct an on-site visit to Downtown Santa Ana.
During the visit, the consultant will tour the district, meet with the key stakeholders
to assess their needs and concerns, and meet with the Interim Downtown Manager
to outline the specifics of the workshop presentation.
. Consultant will review all documents related to the Community Management
District including the Management Plan, downtown specific plans, etc.
. Consultant will prepare a power point presentation and provide all handouts for the
presentation itself.
Task Two: Presentation "Fundamentals of Economic Revitalization"
.
Consultant will arrive on site and conduct
"Fundamentals of Economic Revitalization."
following key points:
a two-hour presentation entitled
The presentation will cover the
o A Strong Organization is Key to a Successful Revitalization Effort
.
Vision, Mission, Values and Goals
Role of the Board - Strategic and Individual Expectations
Building Sustainable Coalitions and Partnerships
Communication, Advocacy and Outreach
Engaging Stakeholders
.
.
.
.
o What is the Function or Role of A Downtown Management Entity in
Supporting Economic Revitalization
o Tools Utilized to Drive Successful Economic Revitalization
. Tracking Benchmarks or Milestones
. The National Main Street Four Point Approach 1M
. Strategic Planning
2
4340 E. Indian School Rd. Ste 21-200
Phoenix, AZ 85018
602-840-2317
Lani@L-Lconsu/ting.com
City of Santa Ana
Proposal for Presentation
Prepared January 23, 2009
Proposed Fee
TASK
HOURLY
HOURS RATE TOTAL
6 $125 $750.00
3 $125 $375.00
TOTAL $1,125.00
$350.00
Task One: Preparation
Task Two: Presentation
Expenses-
Two Trips: Airfare, rental car, one room night
Printing
TOTAL FEE
$1,475.00
3
4340 E. Indian School Rd. Ste 21-200
Phoenix, AZ 85018
602-840-2317
Lani@L-Lconsu/ting.com
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CERTIFICATE OF LIABILITY INSURANCE I VA"iMM""'",",
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I THIS CERTIFICATE IS ISSUED AS A MAnER OF INFORMATION
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HOLDER. THIS C~RTI~ICATE DOES NOT AMEND, EXT~ND OR
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CERTIFICATE HOLDER
CANCELLATION
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THE CITY OF SANTA ANA AND THE
CITY OF SANTA ANA
OF
$1~t1 ANI' OF THE ABOVE DESCRIBED POLICIES BE (;^NCELL.HI OI::'Ol'lIE THE EXJ'IRATIClN
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ATTN: TERRI
WORKERS' COMPENSATION DECLARATION
I r:!aAM (ztruu' (~ hereby affirm under penalty of perjury, the
(Namerritle)
following declaration;
I certify on behalf of L. /... . eO II S<.d,C Ilkl that during the term of my
(Organization Name)
contract with the , City of Santa Ana, I will not
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laws of California, and agree that if! should become subject to the workers'
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with those provisions.
DATE;
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By; (!aW :>ftUnAf~JffJl;f-
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Title: PiRsJ tlfm-
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AND CIVIL FINES UP TO ONE HUNDRED THOUSAND DOLLARS ($100,000). IN
ADDITION TO THE COST OF COMPENSATION, DAMAGES AS PROVIDED FOR
IN SECTION 3706 OF THE LABOR CODE, INTEREST, AND ATTORNEY'S FEES.
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Those usual to the Insured's Operations. Community Redevelopment Agency of The
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ACORD 25-$ 17/971
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. ACOAD CORPORATION 1988
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BUSINESS LIABILITY COVERAGE FORM
ThiS Paragraph f. applies separately to
you anfJ any additional insured.
3. Financial Responsibility Laws
a. When this pOlicy is certified as proof of
financial responsibility for the future under
the provisions of any motor vehicle
financial responSibility law, the insurance
provided by Ihe pOlicy for "bodily injury"
liability and "property damage" liability will
COmply with the provisions of the law to
the extent of the coverage and limits of
insurance required by that law.
b. With respect to "mobile eqUipmenl" to
which [hiS insurance applies, We will
provide any Iiabilily, uninsured motorists,
underinsured motorists, no-fault or other
Coverage required by any motor vehiCle
law. We will provide the required limits for
those ccverages.
4. Legal Action Against Us
No person or organization has a right under
this Coverage Form:
a. To join us as a party or otherwise bring us
into a "suit" asking for damages from an
insured; or
b. To Sue us on this Coverage Form unless
all of its terms have been fUlly complied
with.
A person or organiZation may sue us to recover
on an agreed settiement or on a final jUdgment
against an insured; but we will not be liable for
damages that are not payable under the terms of
this insurance or that are in excess of the
applicable limit of insurance. An agreed
seltJement means a settlemenl and release of
liabilrty signed by us, the insured and the
claimant or the claimanfs legal representative
G Separation Of Insureds
I Except With respect to the Limits of Insurance,
and any rights or duties specifically assigned
in this policy to the first Named Insured, this
Insurance appiies:
a. As if each Named Insured were the only
Named Insured; and
b. Separatelv to each insured against whom
a claim is 'llade or "suit" is brought.
6. Representations
a. When You Accept This Policy
By accepting this policy, you agree;
(1) The statements in the Oeclaratlons
are ac"urate and complete;
(2) Those statements are based upon
representations you made to us; and
Page 16 of 24
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^JNJD~ JJN~~nS11 SNJ1~J~
Form SS 00 08 04 05
~~60:0~ 600~ '81 'gij
(3) We have issued this policy in reliance
upon your representations,
b. Unintentional Failure To Disclose
Hazards
If unintentionally you should fail to disclose
ai' hazards relating to the conduct of your
business at the inception date of this
Coverage Part, we shall not deny any
coverage under this Coverage Part
because of such failure.
7, Other Insurance
If other valid and colI"ctlbJe insurance is
available for a loss we Cover under this
Coverage Part, Our obligations are limited as
follows:
a. PrImary Insurance
This insurance is primary except when b.
below applies. If other insurance is also
primary, we will share with all that other
insurance by the method described in c.
below.
b. Excess Insurance
This insurance is excess OVer any of the
other insurance, whether primary, excess.
contingent or on any other basis.
(1) YOur Work
That is Fire, Extended Coverago,
8uilder's Risk, Installation Risk or
similar COverage for "YOur work";
(2) Premises Rented To You
That is fire, lightning or explosion
insurance for premises rented to you
or temporarily occupied by you with
permission of the owner,
(3) Tenant Liability
That is insurance purchaSed by you to
COver your liability as a lenant for
"property damage" 10 premises rented
to you or temporarily occupied by you
with permiSSion of the owner;
(4) Aircraft, Auto Or Watercraft
If the loss arises out of the maintenance
or use of aircraft, "aulos" or watercraft to
the extent not subject to ExclUSion g. of
Section A. - Coverages.
(5) Property Damage To Borrowed
Equipment Or Use Of Elevators
If the loss arises out of "property
damage" to borrowed equipment or
the use of elevators to the extent not
subject to Exclusion k. of Seclion A. _
Coverages.
(6) When You Are Added As An
Additional Insured To Other
InSurance
That is other insurance available to
you covering liability for damages
arising out of the premises or
operations, or products and completed
operations, for Which you have been
added as an additional insured by that
insurance; or
r1iV When You Add Others As An
Additional Insured To This
Insurance
That is other insurance available to an
additional insured.
However, the following provisions
apply to other insurance available to
any person or organization who is an
additionai insured under this Coverage
Part:
(a) Primary Insurance When
Required By Contract
Tllis insurance is primary if you
have agreed in a written contract,
written agreement or permit that
thiS insurance be primary. If other
insurance is also primary, we will
share with all that other insurance
b) the method described in c.
SbelOW.
(b) Primary And Non-Contributory
To Other Insurance When
Required By Contract
If you have agreed in a written
contract, wntten agreement or
permit that this insurance is
primary and non-contributory with
the addilional insured'S own
insurance, this insurance is
prifnary and we will not seek
contribution from that other
insurance.
Paragraphs (a) and (b) do not apply to
other insurance to which the additional
insurec has been added as an
additional insured.
When this insurance is excess, we will
have no duty under this Coverage Part to
defend the nsured against any "suit" if any
other insurer has a duty to defend the
insured against that "suit". If no other
insurer defends. we will undertake to do
so, but we will be enliUed to the inSured's
rights against all those other insurers.
Form 55 00 08 04 05
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Page 17 of 24
meal 60C~81 -geJ
BUSINESS LIABILITY COVERAGE FORM
When this insurance is excess over other
insurance, we will pay only OUr share of
the amount of the loss, if any, that
eXceeds the sum of:
(1) The total amount that all such other
inSurance would pay for (he loss in the
absence of this insurance, and
(2) The total of all deductible and self-
insured amounts under ail that other
insurance.
We wiil share the remaining loss, if any, with
any other insurance that is not described in
this !:xcess insurance provision and was not
bought specifically to apply in excess of the
Limits of Insurance shown rn the
Declarations of this Coverage Part.
c. Method Of Sharing
If ail the other inSurance permits
contribution by equal s hares, We will foilow
this method also, Under this approacll,
each 'insurer contributes equal amounts
until it has paid its appliCable limit of
inSurance or none of the loss remains,
whichever comes first.
If any of the other insurance does not permit
contribution by equal shares, we wil
contribute by limits. Under this method, each
insurer's share is based 0/1 the ratio of its
applicable limit of insurance to the total
applicable limils of Insurance of ail insurers.
8. Transfer Of Rights Of Recovery Against
Others To Us
a. Transfer Of Rights Of Recovery
If the insured Ilas rights to recover all or
part of any payment, including
SUPPlementary Payments, we have made
under this Coverage Part, those rights are
transferred to us. The insured nlUst do
nothing after ioss to Impair them. At OUr
request, the insured will bring "suil" or
transfer those rights to us and help us
enforce them. This condition does not
apply to Medical Expenses Coverage.
b. Waiver Of Rights Of Recovery (Waiver
Of SUbrogatio")
if the insured has waived any rights of
recovery against any person Or
organization for all or part of any payment,
including Supplementary Payments, we
have made under this Coverage Part, we
also waive that right. provided the insured
waived their rights of recovery against
such person or organization in a contract,
agreement Or permit that was executed
prior to the injury or damage.
VV 1I"\1~ I\lJl..r INLIt'HS /WI-fOLESAlE DVN
o BUX 3301"
AN ANTONiO TX, 18265
COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF SANTA ANA
THE CITY OF SANTA ANA
20 CIVIC CENTER PLZ
SANTA ANA, CA 92701
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ACORD 25 S 17/971
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