HomeMy WebLinkAboutAgreement A-22-318 with CSUF Foundation.pdf 22-0662 Agreement No. 22-318
1 STUDENT INTERN AGREEMENT
2 This Student Intern Agreement ("Agreement") is entered into effective on
3 July 12t" , 2022 ("Effective Date") by and between the County of Fresno, a
4 political subdivision of the State of California (hereinafter "County") and the California
s State University, Fresno Foundation (hereinafter "Foundation").
6 RECITALS
7 1. The Foundation employs California State University, Fresno students for the
8 purpose of placing them with private and public agencies to serve as interns to gain
9 practical experience and training in various fields.
i0 2. The County has a need for assistance in its Public Works and Planning
>> Department ("Department"), and desires to select and assign qualified students as
12 interns to the Department to provide a variety of services, which will benefit the
13 Foundation and County and provide the interns with practical experience and training to
14 better prepare them to compete for jobs.
15 3. The Foundation desires to make qualified students available for County's
16 selection and assignment to the Department.
17 4. The Foundation and County desire to enter into this Agreement and set forth the
18 terms and conditions whereby qualified students ("Interns") may be selected and
ig assigned to the Department.
20 NOW, THEREFORE, in consideration of the mutual promises contained herein,
21 the County and Foundation hereby agree to the following:
22 AGREEMENT
23 1. Scope of Services. The Foundation agrees to provide Interns to the County as
24 set forth herein.
25 A. Intern eligibility. Interns shall be enrolled in at least one of the following
26 fields of study to be eligible for assignment to Department under this Agreement:
27 Engineering
28 Construction Management
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1 0 Geography
2 0 Physics
3 0 Computer Science
4 0 Mathematics
s 0 Earth and Environmental Sciences
6 0 Political Science
7 0 City and Regional Planning
8 0 Recreation Administration
9 0 Other related fields as approved by Foundation and County
10 The Foundation shall assure that all Interns are enrolled in California State
>> University, Fresno in one of the fields of studies described above, and that each Intern
12 is enrolled at least half time at all times while assigned under this Agreement (half time
13 shall be a minimum of six (6) semester units for undergraduate students and four (4)
14 semester units for graduate students).
15 B. Selection of Interns. To the extent practicable, the Foundation shall
16 provide the County with a list of at least three (3) Intern applicants for each position
17 designated by the County within five (5) working days of County's request for Intern
is applicants. The Foundation shall provide County with resumes for each Intern applicant,
i9 and the County shall arrange interviews with the Intern applicants. The County shall
20 notify the Foundation, in writing, of the Intern selections, the positions each Intern will b
21 assigned, and the start date for the assignment.
22 The County shall notify the Foundation of any Intern selections and assignments
23 to a position that will require fingerprints (live scan), an initial drug screening, and/or a
24 DMV driver history report. Selected Interns shall only be required to submit to finger
25 printing (live scan), drug screening, and a DMV report when assigned to a position in
26 which regular County employees would be subject to such finger printing, drug
27 screening and DMV report requirements. The County shall be responsible for all costs
28 associated with the fingerprinting (live scan), criminal history report, drug screening of
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i Interns, and DMV printout for Interns, including reimbursing Interns or the Foundation
2 upon proof of expenses incurred therefor.
3 Interns shall be subject to and abide by Foundation employment practices and
4 policies. The Interns shall also comply with applicable County policies, including without
s limitation, anti-harassment and technology use, but only to the extent that such policies
6 do not conflict with Foundation employment practices and policies. Interns may be
7 required to sign acknowledgements regarding such policies.
8 C. Intern Services and Duties. Interns assigned to the Department shall be
9 under the direction and supervision of Steven White, Director, Public Works and
io Planning. Interns shall be assigned the following duties in order to gain training and
>> experience with practical scientific/technical duties and develop familiarity with the
12 scientific methods, laws and programs administered by the County. Duties shall include:
13 i. Assist in record keeping services, data entry, tracking of building
14 inventory and real property assets, and engineering and environmental
15 monitoring studies. Interns may also be asked to assist in conducting data
16 collection for these studies.
17 ii. Create graphs, maps and other drawings using software programs
18 such as AutoCAD and ArcMap.
19 iii. Collect, analyze and process engineering and environmental data
20 into various computer programs. Use word processing, spreadsheet, and
21 database computer programs to assist staff with engineering and environmental
22 projects. Use spreadsheets, graphing, and statistical programs to enter and
23 analyze data.
24 D. General Administration. This Agreement is not intended to be and shall
25 not constitute a personal services contract subject to California Government Code
26 Sections 19130-19135. Nevertheless, the County and the Foundation agree to
27 cooperate and use their best efforts to ensure that all Interns assigned to the County
28 and Department pursuant to this Agreement shall not:
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1 • Accrue County of Fresno Civil Service status;
2 • Work more than 194 days in a 365 day period;
3 • Cause the displacement of County of Fresno employees;
4 • Perform work that would normally be assigned to permanent, full-time
s County employees;
6 • Perform more than 20 hours per week during the academic year when
7 class is in session, or more than 40 hours per week during any period
8 of time when the class is not in session (winter break, spring break,
9 summer break, etc.)
10 The County and the Foundation shall discuss issues related to selecting,
>> assigning, evaluating, and terminating Interns, and other administrative details, as
12 necessary. County may terminate an Intern assignment unilaterally under this
13 Agreement only if the Intern poses an immediate threat to public safety or the safety of
14 County employees. Except as expressly provided herein, only the Foundation shall
15 have the authority to terminate or reassign Interns assigned to County hereunder. Any
16 request for termination or re-assignment of Interns shall be made to the Foundation at
17 least one week in advance, and shall be decided by the Foundation.
is 2. Payment for Services. As compensation for the Foundation's services, County
i9 shall reimburse the Foundation for the Foundation's direct cost of providing the services,
20 and County shall also pay the Foundation an administrative fee as set forth below, but
21 the total amount paid to the Foundation shall not exceed $350,000.00 during the term of
22 this Agreement.
23 A. Compensation Rates. The following compensation rates shall apply during
24 the term of this Agreement.
25 • RANGE A Direct Costs - Undergraduate student Interns - $18.00 -
26 $19.00 per hour plus necessary state and federal payroll taxes.
27 • RANGE B Direct Costs - Graduate student Interns - $21.00 - $23.00
28 per hour plus necessary state and federal payroll taxes.
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1 • INDIRECT COSTS - An administrative fee will be charged at a rate of
2 15 percent of total direct service costs billed to the County by the
3 Foundation and will be included in the monthly billing invoice.
4 • Compensation rates may be adjusted by mutual consent of the
s Director of Public Works and Planning and the CSUF Foundation.
6 Notwithstanding the foregoing, the hourly rates contained in this section 2A shall
7 be increased at such times and in such amounts as to ensure that rates paid hereunder
8 comply at all times with California minimum wage laws.
9 B. Monthly Invoices and Payments. The Foundation shall send monthly
io invoices to the County describing the direct costs and applicable administrative fee
>> payable for services rendered in the previous months. The County shall review and
12 approve the invoiced amount and pay the approved amount to the Foundation within
13 forty-five (45) business days following receipt of the invoice.
14 3. Independent Contractor. In performance of the services, work, duties, and
15 obligations assumed by the Foundation under this Agreement, it is mutually understood
16 and agreed that the Foundation, including any and all of the Foundation's officers,
17 agents, and employees shall at all times be acting and performing as an independent
is contractor, and shall act in an independent capacity and not as an officer, agent,
ig servant, employee, volunteer, joint venture, partner, or associate of the County for any
20 purpose. Furthermore, County shall have no right to control, supervise, or direct the
21 manner or method by which the Foundation shall perform its services, work, and duties
22 under this Agreement. However, County shall retain the right to administer this
23 Agreement so as to verify that the Foundation is performing its obligations in
24 accordance with the terms and conditions hereof.
25 Nothing contained in this Agreement shall be deemed to create any employment
26 or contractual relationship between the County and the Foundation's employees, nor
27 shall anything contained in this Agreement be deemed to give any third party, including
28 but not limited to Interns assigned to the County or Department, any claim or right of
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i action against County, including without limitation worker's compensation, retirement
2 benefits, or any other employee incentive given to County's employees. It is the express
3 understanding and intention of the parties that no relationship of employer and
4 employee, master and servant, or principal and agent shall exist between the County
s and the Foundation, or the County and any of the Interns assigned to the County or
6 Department, or between the Foundation and the employees, agents, or representatives
7 of the County, by virtue of this Agreement.
8 4. Term. This Agreement is effective upon execution by the parties, and terminates
9 upon the third anniversary of execution, unless extended in writing as provided herein.
io The term of this Agreement may be extended for no more than two, one-year periods
>> only upon written approval of both parties at least 30 days before the first day of the
12 next one-year extension period. The Director of Public Works and Planning or their
13 designee is authorized to sign the written approval on behalf of the County based on the
14 Contractor's satisfactory performance. The extension of this Agreement by the County
15 is not a waiver or compromise of any default or breach of this Agreement by the
16 Contractor existing at the time of the extension whether or not known to the County.
17 5. Early Termination. Notwithstanding Section 4, this Agreement may be terminated
is by either party at any time, with or without cause, upon providing the other party with
ig thirty (30) days written notice prior to the effective date of termination. After termination,
20 the County shall reimburse Foundation for services rendered and necessary expenses
21 incurred to the termination date upon receipt of an invoice from Foundation for such
22 services and expenses.
23 6. Insurance.
24 A. County Insurance. County at its own expense, shall maintain the following
25 types and limits of insurance throughout the duration of the term of this Agreement:
26 i. Comprehensive General, bodily injury, and property damage
27 insurance, with One Million Dollars ($1,000,000) combined single limits; and
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I ii. Comprehensive automobile liability for owned and rented/leased
2 vehicles, including bodily injury and property damage coverage, with One Million
3 Dollars ($1,000,000) combined single limits.
4 iii. A policy of Worker's Compensation insurance as may be required
s by the California Labor Code.
6 B. Foundation Insurance. For purposes of this Agreement, students/interns
7 will be explicitly considered employees of Foundation. Without limiting the County's right
8 to obtain indemnification from Foundation or any third parties, Foundation, at its sole
9 expense, shall maintain in full force and effect, the following insurance policies or a
io program of self-insurance, including but not limited to, an insurance pooling
>> arrangement or Joint Powers Agreement (JPA) throughout the term of the Agreement:
12 i. Commercial General Liability Insurance with limits of not less than
13 One Million Dollars ($1,000,000) per occurrence and an annual aggregate of Two
14 Million Dollars ($2,000,000). This policy shall be issued on a per occurrence basis.
15 County may require specific coverages including completed operations, products
16 liability, contractual liability, Explosion• Collapse-Underground, fire legal liability or any
17 other liability insurance deemed necessary because of the nature of this contract.
18 ii. Comprehensive Automobile Liability Insurance with limits for bodily
ig injury of not less than Two Hundred Fifty Thousand Dollars ($250,000.00) per person,
20 Five Hundred Thousand Dollars ($500,000.00) per accident and for property damages
21 of not less than Fifty Thousand Dollars ($50,000.00), or such coverage with a combined
22 single limit of Five Hundred Thousand Dollars ($500,000.00). Coverage should include
23 owned and non-owned vehicles used in connection with this Agreement.
24 iii. If CONTRACTOR employs licensed professional staff, (e.g., Ph.D.,
25 R.N., L.C.S.W., M.F.C.C.) in providing services, Professional Liability Insurance with
26 limits of not less than One Million Dollars ($1,000,000.00) per occurrence, Three Million
27 Dollars ($3,000,000.00) annual aggregate.
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I iv. A policy of Worker's Compensation insurance as may be required
2 by the California Labor Code. Foundation shall be responsible for Worker's
3 Compensation coverage for students when participating in the program.
4 Foundation shall obtain endorsements to its Commercial General Liability
s insurance naming the County of Fresno, its officers, agents, and employees, individually
6 and collectively, as additional insured, but only insofar as the operations under this
7 Agreement are concerned. Such coverage for additional insured shall apply as primary
8 insurance and any other insurance, or self-insurance, maintained by County, its officers,
9 agents and employees shall be excess only and not contributing with insurance
io provided under Foundation's policies herein. This insurance shall not be cancelled or
>> changed without a minimum of thirty (30) days advance written notice given to County.
12 County shall obtain endorsements to is Commercial General Liability insurance naming
13 Foundation; the State of California; the Trustees of the California State University;
14 California State University, Fresno; and all of said entities' employees, agents, directors,
15 officers and volunteers (collectively, "Foundation Indemnitees"), as additional insureds,
16 but only insofar as the operations under this Agreement are concerned. Such coverage
17 for additional insureds shall apply as a primary insurance and any other insurance, or
18 self-insurance, maintained by Foundation Indemnitees shall be excess only and not
ig contributing with insurance provided under County's policies herein. Such insurance
20 shall not be cancelled or changed without a minimum of thirty (30) days' advance writte
21 notice given to Foundation.
22 Within Thirty (30) days from the date this Agreement is fully executed (and
23 thereafter prior to expiration of each insurance policy required hereunder), each party
24 shall provide the other certificates of insurance and endorsement as stated above for all
25 of the foregoing policies, as required herein.
26 In the event a party hereto fails to keep in effect at all times insurance coverage
27 as herein provided, the other party may, in addition to other remedies it may have,
28 suspend or terminate this Agreement upon the occurrence of such event.
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I All policies shall be issued by admitted insurers licensed to do business in the
2 State of California, and such insurance shall be purchased from companies possessing
3 a current AM. Best, Inc. rating of A FSC VII or better.
4 7. Indemnity. Foundation agrees to indemnify, save, hold harmless, and at County's
s request, defend the County, its officers, agents, and employees from any and all costs
6 and expenses, damages, liabilities, claims, and losses occurring or resulting to County
7 in connection with the performance, or failure to perform, by Foundation, its officers,
8 agents, or employees under this Agreement, and from any and all costs and expenses,
9 damages, liabilities, claims, and losses occurring or resulting to any person, firm, or
io corporation who may be injured or damaged by the performance, or failure to perform,
>> of Foundation, its officers, agents, or employees under this Agreement.
12 County agrees to indemnify, save, hold harmless, and at Foundation's request,
13 defend the Foundation Indemnitees from any and all costs and expenses, damages,
14 liabilities, claims, and losses occurring or resulting to Foundation Indemnitees, or any of
15 them, in connection with the performance, or failure to perform, by County, its officers,
16 agents, or employees under this Agreement, and from any and all costs and expenses,
17 damages, liabilities, claims, and losses occurring or resulting to any person, firm, or
is corporation who may be injured or damaged by the performance, or failure to perform,
i9 of County, its officers, agents, or employees under this Agreement.
20 If any claim, action or proceeding is made or brought against a party hereto with
21 respect to which indemnity is required hereunder, the indemnitee shall promptly notify
22 the indemnitor- and the indemnitor shall assume the investigation and defense thereof,
23 including the employment of counsel and payment of all expenses. Indemnitee shall
24 have the right to employ separate counsel and to participate in the defense of any
25 action or proceeding against indemnitee, but the indemnitor shall not be required to pay
26 the fees or expenses of such separate counsel. The parties expressly agree that the
27 indemnity obligations set forth in this Agreement shall remain in full force and effect
28 during the term of the Agreement, and are conditioned upon the indemnitor's prompt
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i receipt of notice of any claim in the manner provided therein, opportunity to defend the
2 claim solely with counsel of its choice, and cooperation by the indemnitee. The parties
3 further agree that said indemnity obligations shall survive the termination or expiration o
4 this Agreement for any actual or alleged act, omission, negligence, injury or other
s causes of action or liability that occurred or is alleged to have occurred during the term
6 of this Agreement.
7 8. Audits. The Foundation shall at any time during normal business hours, and as
8 often as the County may deem necessary, make available to the County for
9 examination all of its records and data with respect to the matters covered by this
io Agreement. The Foundation shall, upon request by the County, permit the County to
>> audit and inspect all such records and data necessary to ensure the Foundation's
12 compliance with the terms of this Agreement.
13 9. Non-Assignment. Neither party shall assign, transfer or subcontract this
14 Agreement or any of its respective rights or duties hereunder without the written consent
15 of the other party.
16 10. Notices. All notices or other communications required or permitted under this
17 Agreement, unless otherwise stated, shall be deemed duly given if in writing and
18 delivered personally, or sent by reputable overnight courier service (with package
i9 tracking capability), or first-class postage prepaid, addressed as follows:
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21 Foundation: County:
Dr. Fayzul Pasha, Coordinator Mr. Steven E. White, Director
22 Lyles College of Engineering California County of Fresno
23 State University, Fresno Department of Public Works and
2320 E. San Ramon Planning
24 Fresno, CA 93740 M/S EE94 2220 Tulare Street, 6th Floor Fresno, CA
Telephone: (559) 278-2889 93721
2s Telephone: (559) 600-4500
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27 Notices shall be deemed given on the date of delivery. Either party may change
28 its notice address by giving the other party written notice of such change.
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1 11. Conflict of Interest. The Foundation warrants that it does not now have, nor shall
2 it acquire any financial or business interest that would conflict with the performance of
3 services under this Agreement. The Foundation further warrants that neither it nor any
4 of its employees have real property, business interests or income that will be affected b
s the services performed under this Agreement. The Foundation covenants that no
6 person having any such interest, whether an employee or subcontractor, shall perform
7 the services under this Agreement.
8 12. Non-Discrimination. The Foundation covenants that it shall not unlawfully
9 discriminate on the basis of any protected class under federal or State law in the
io provision of the services or with respect to selecting students to be Intern applicants.
>> The County covenants that it shall not unlawfully discriminate against any Intern
12 applicant during the selection or assignment process, or unlawfully discriminate against
13 any Intern during his or her assignment, on the basis of any protected class under
14 federal or State Law. A protected class, includes, but is not necessarily limited to race,
15 color, national origin, ancestry, religion, age, sex, sexual orientation, marital status, and
16 disability.
17 13. Alternative Dispute Resolution. If a dispute arises out of or relating to this
18 Agreement, or the alleged breach thereof, and if the dispute cannot be settled through
ig negotiation, the parties agree first to try in good faith to settle the dispute by non-binding
20 mediation before resorting to litigation or some other dispute resolution procedure,
21 unless the parties mutually agree otherwise. The mediator shall be mutually selected by
22 the parties, but in case of disagreement, the mediator shall be selected by lot from
23 among two nominations provided by each party. All costs and fees required by the
24 mediator shall be split equally by the parties; otherwise, each party shall bear its own
25 cost of mediation. If mediation fails to resolve the dispute with 30 days, either party may
26 pursue litigation to resolve the dispute. Demand for mediation shall be in writing and
27 delivered to the other party to this Agreement, and shall be made within a reasonable
28 time after the claim, dispute or other matter in question has arisen.
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1 14. Intern Status. The parties agree that the Interns placed with the County and
2 participating in the training and experience as provided in this Agreement are not
3 employees of the County or Department and that their service under the terms of this
4 Agreement is solely for the purpose of gaining practical training and experience while
s satisfying educational requirements.
6 15. No Third-Party Beneficiaries. Nothing in this Agreement shall be construed to
7 confer any rights upon any party not a signatory to this Agreement except that the
8 Foundation Indemnitees (other than Foundation) shall be deemed third party
9 beneficiaries of this Agreement for purposes of enforcing County's obligations arising
10 under section 7.
11 16. Advertising. No party shall use the other's name or logo in any descriptive or
12 promotional literature or communication of any kind without the other's prior written
13 consent.
14 17. Severability. If any provision of this Agreement is as a matter of law
15 unenforceable, then such provision shall be deemed to be deleted and all other
16 provisions of this Agreement shall remain in full force and effect.
17 18. Entire Agreement. This Agreement, together with any exhibits referenced herein
18 and attached hereto, represents the entire understanding of the parties with respect to
i9 the subject matter covered. This Agreement supersedes all previous memoranda of
20 understanding and agreements made by and entered into between the parties regarding
21 the subject matter covered. Any other prior understandings, whether oral or written,
22 shall have no force or effect.
23 19. Amendments. Any matters of this Agreement may be modified only by a
24 subsequent written amendment, signed by duly authorized representatives of both
25 parties.
26 20. Captions. The captions to the sections in this Agreement are included for
27 convenience only and are not intended to and shall not be deemed to modify or explain
28 any of the terms of this Agreement.
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1 21. Execution in Counterparts. This Agreement may be executed in counterparts
2 such that the signatures may appear on separate pages. A copy, or an original, with all
3 signatures appended together shall be deemed a fully executed agreement. Signatures
4 transmitted by facsimile shall be deemed original signatures.
s 22. Authority. Each person executing this Agreement on behalf of any party does
6 hereby personally represent and warrant that he or she has the authority to execute this
7 Agreement on behalf of and fully bind such party.
8 23. Governing Law/ Interpretation. This Agreement shall be interpreted in
9 accordance with California law. The language of all parts of this Agreement shall, in all
io cases, be construed as a whole, according to its fair meaning, and not strictly for or
>> against either party. The parties further agree that, for purposes of venue, performance
12 under this Agreement shall take place in Fresno County, California.
13 24. Electronic Signatures. The parties agree that this Agreement may be executed
14 by electronic signature as provided in this section.
15 A. An "electronic signature" means any symbol or process intended by an
16 individual signing this Agreement to represent their signature, including but not limited t
17 (1) a digital signature; (2) a faxed version of an original handwritten signature; or (3) an
18 electronically scanned and transmitted (for example by PDF document) of a handwritten
ig signature.
20 B. Each electronic signature affixed or attached to this Agreement (1) is
21 deemed equivalent to a valid original handwritten signature of the person signing this
22 Agreement for all purposes, including but not limited to evidentiary proof in any
23 administrative or judicial proceeding, and (2) has the same force and effect as the valid
24 original handwritten signature of that person.
25 C. The provisions of this section satisfy the requirements of Civil Code
26 section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code,
27 Division 3, Part 2, Title 2.5, beginning with section 1633.1).
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I D. Each party using a digital signature represents that it has undertaken and
2 satisfied the requirements of Government Code section 16.5, subdivision (a),
3 paragraphs (1) through (5), and agrees that each other party may rely upon that
4 representation.
5 E. This Agreement is not conditioned upon the Parties conducting the
6 transactions under it by electronic means and either party may sign this Agreement with
7 an original handwritten signature.
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I IN WITNESS WHEREOF, the parties hereto have entered into this Agreement
2 effective as of the date first above mentioned.
3
FOUNDATION:
4
California State University, Fresno
5 Foundation
6
7 By: / �
4 % By:
Dr. Joy J. Goto Brian Pacheco, Chairman of the Board of
8 Interim Dean of Research and Graduate Supervisors of the County of Fresno
Studies
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, „ ATTEST:
11 By: DebbieAdishian-Astone(Jun21,202213:49PDn Bernice E. Seidel, Clerk of the Board of
Deborah S. Adishian-Astone Supervisors of the County of Fresno
12 Executive Director
13 By.
14 Deputy
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16 FOR ACCOUNTING USE ONLY
Fund: 0001/0010/0010
17 Subclass: 10000/11000/11000
Org.: 4360/45104512/45104513
18 Account: 7295
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