AGREEMENT FOR PROFESSIONAL SERVICES (80)AGREEMENT
FOR
PROFESSIONAL SERVICES
This AGREEMENT is made and entered into on the 19 % day of . , 2014
by and between the City of Clearwater, Florida (CITY) and LIAMSON DACAR
ASSOCIATES, INC., (ARCHITECT).
WITNESSETH:
WHEREAS the CITY desires to engage the ARCHITECT to perform certain professional
services pertinent to such work in accordance with this Agreement; and
WHEREAS the ARCHITECT desires to provide such professional services in accordance with
this Agreement; and
WHEREAS the CITY selected the ARCHITECT in accordance with the competitive selection
process described in Section 287.055 of the Florida Statutes, and based on information and
representations given by the ARCHITECT in a submittal to RFQ #11 -14, dated April 11, 2014:
NOW, THEREFORE, in consideration of the premises and the mutual benefits which will accrue
to the parties hereto in carrying out the terms of this Agreement, it is mutually understood and
agreed as follows:
1.0 GENERAL SCOPE OF THIS AGREEMENT
The relationship of the ARCHITECT to the CITY will be that of a professional
consultant, and the ARCHITECT will provide the professional and technical services
required under this Agreement in accordance with acceptable engineering practices and
ethical standards.
2.0 PROFESSIONAL TECHNICAL SERVICES
2.1 It shall be the responsibility of the ARCHITECT to work with and for the CITY toward
solutions to architectural problems and the approach or technique to be used toward
accomplishment of the CITY's objective for each project or assignment. The
ARCHITECT'S services shall include, but not be limited to planning, analysis, design,
preparation of construction plans and details, regulatory permitting, preparation of
technical specifications, preparation of bid and contract documents, and construction
management for potential City project areas listed below:
(a) Parks & Recreational facility improvements, including expansion or
improvements to existing facilities as well as development of new facilities.
(b) Fire Department facility improvements, including expansion or improvements to
existing facilities as well as development of new facilities.
(c) Police Department facility improvements, including expansion or improvements
to existing facilities as well as development of new facilities.
(d) Marine & Aviation facility improvements, including expansion or improvements
to existing facilities as well as development of new facilities.
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(e) Library facility improvements, including expansion or improvements to existing
facilities as well as development of new facilities.
(f) Parking facility improvements, including expansion or improvements to existing
facilities as well as development of new facilities.
(g) General Services /Solid Waste facility improvements, including expansion or
improvements to existing facilities as well as development of new facilities.
(h) Any other City of Clearwater department facility improvements, including
expansion or improvements to existing facilities as well as development of new
facilities.
2.2 The following lists other work assignments that may be reasonably required under the
general scope of this professional agreement:
(a) Land surveys, right -of -way surveys, preparation of right -of -way control surveys,
preparation of right -of -way mapping/parcel descriptions /parcel sketches.
(b) Review and assessment of the applicability of design/build contracts for various
City improvements.
(c) Development/preparation of grant applications for City projects.
(d) Preparation and implementation of public involvement programs, including
graphics PowerPoint presentations, slides, handouts, etc.
2.3 The ARCHITECT'S services under this Agreement will be provided under Work Orders.
Generally, each Work Order will include the services for a single project or assignment,
and it will contain a mutually agreed -upon detailed scope of work, fee, and schedule of
performance in accordance with applicable fiscal and budgetary constraints. Total
compensation for all services shall not exceed $100,000 per Work Order unless
specifically authorized by the City Council.
2.4 The ARCHITECT shall maintain an adequate and competent staff of professionally
qualified personnel available to the CITY for the purpose of rendering the required
architect services hereunder, and shall diligently execute the work to meet the completion
time established in Work Order. The ARCHITECT shall notify the CITY by U.S. Mail
addressed to the City Engineer of any changes in company contact information. This
includes: contact phone, address, project manager, email addresses, etc.
2.5 The CITY reserves the right to enter into contracts with other architect firms for similar
services. The ARCHITECT will, when directed to do so by the CITY, coordinate and
work with other engineering and/or architectural Firms retained by the CITY.
3.0 PERIOD OF SERVICES
3.1 The ARCHITECT shall begin work promptly after receipt of a fully executed copy of
each Work Order, in accordance with Paragraph 2.3, above. Receipt of a fully executed
Work Order shall constitute written notice to proceed.
3.2 If the ARCHITECT'S services called for under any Work Order are delayed for reasons
beyond the ARCHITECT'S control, the time of performance shall be adjusted as
appropriate.
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3.3 It is the intent of the parties hereto that this Agreement continue in force until five (5)
years from the date of initiation, June 20, 2014., subject to the provisions for termination
contained herein. The City retains the right to exercise an option to extend the contract
for two (2) years at its sole discretion. Assignments that are in progress at the Contract
termination date will be completed by the ARCHITECT unless specifically terminated by
the CITY.
4.0 INSURANCE REQUIREMENTS
See Exhibit "A" attached.
5.0 PROFESSIONAL SERVICES /CONSULTANT'S COMPETITIVE
NEGOTIATION ACT (CCNA) - Florida Statute 287.055
Professional Services provided under this Agreement are within the scope of the practice
of architecture, landscape architecture, professional engineering, or registered land
surveying, as defined by the laws of the State of Florida. Provisions of F.S. 287.055
apply.
6.0 GENERAL CONSIDERATIONS
6.1 All documents including field books, drawings, specifications, calculations, geotechnical
investigation reports, etc., used in the preparation of the work shall be supplied by the
ARCHITECT and shall become the property of the CITY. The CITY acknowledges that
such documents are not intended or represented to be suitable for use by the CITY or
others for purposes other than those for which the documents are prepared. Any reuse of
these documents without written verification or adaptation by the ARCHITECT for the
specific purpose intended will be at the CITY's sole risk without liability or legal
exposure to the ARCHITECT.
6.2 The ARCHITECT shall prepare preliminary construction cost estimates with each design
submittal to verify the proposed design is within the City project budgets. The
ARCHITECT shall prepare a final estimate of probable construction costs, following
CITY approval of the bid documents and other pre -bid activities. The CITY hereby
acknowledges that estimates of probable construction costs cannot be guaranteed, and
such estimates are not to be construed as a promise that designed facilities will not
exceed a cost limitation. Should the lowest, responsible and acceptable bid price
received by the CITY within three (3) months from the date of the CITY's approval of
the bid documents exceed the ARCHITECT'S final cost estimate by more than ten
percent (10 %), the ARCHITECT shall perform a detailed evaluation of the low bid. The
evaluation will review the bid prices on a line item basis, identifying areas of
disagreement and providing a rationale for the difference.
6.3 The ARCHITECT will provide expert witnesses, if required, to testify in connection with
any suit at law. A supplemental agreement will be negotiated between the CITY and the
ARCHITECT describing the services desired and providing a basis for compensation to
the ARCHITECT.
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6.4 Upon the ARCHITECT'S written request, the CITY will furnish or cause to be furnished
such reports, studies, instruments, documents, and other information as the ARCHITECT
and CITY mutually deem necessary.
6.5 The CITY and the ARCHITECT each bind themselves and their successors, legal
representatives and assigns to the other party to this Agreement and to the partners,
successors, legal representatives and assigns of each other party, in respect to all
covenants of this Agreement; and, neither the CITY nor the ARCHITECT will assign or
transfer its interest in this Agreement without written consent of the other.
6.6 The ARCHITECT shall indemnify and hold harmless the CITY, and its officers and
employees, from liabilities, damages, losses, and costs, including, but not limited to,
reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or
intentionally wrongful conduct of the ARCHITECT and other persons employed or
utilized by the ARCHITECT in the performance of this ARCHITECT and any Work
Orders issued under this AGREEMENT.
6.7 The ARCHITECT agrees not to engage the services of any person or persons in the
employ of the CITY to an allied capacity, on either a full or part-time basis, on the date of
the signing of this Agreement, or during its term.
6.8 Key personnel assigned to CITY projects by the ARCHITECT shall not be removed from
the projects until alternate personnel acceptable to the CITY are approved in writing by
the CITY. Key personnel are identified as: Project Manager and technical experts.
6.9 The ARCHITECT shall attach a brief status report on the project(s) with each request for
payment.
6.10 Unless otherwise required by law or judicial order, the ARCHITECT agrees that it shall
make no statements, press releases or other public communication concerning the
Agreement or its subject matter or otherwise disclose or permit to be disclosed any of the
data, technical processes, business affairs or other information obtained or furnished in
the conduct of work under this Agreement without first notifying the City and securing its
consent in writing. The ARCHITECT also agrees that it shall not publish, copyright or
patent any of the site specific data or reports furnished for or resulting from work under
this Agreement. This does not include materials previously or concurrently developed by
the ARCHITECT for "In House" use. Only data and reports generated by the
ARCHITECT under this Agreement shall be the property of the City.
6.11 The ARCHITECT will be required to comply with Section 119.0701, Florida Statutes
(2013), specifically to:
(a) Keep and maintain public records that ordinarily and necessarily would be
required by the City of Clearwater in order to perform the service;
(b) Provide the public with access to public records on the same terms and conditions
that the City of Clearwater would provide the records and at a cost that does not
exceed the cost provided in this chapter or as otherwise provided by law;
(c) Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law;
and
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(d) Meet all requirements for retaining public records and transfer, at no cost, to the
City of Clearwater all public records in possession of the contractor upon
termination of the contract and destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure requirements.
All records stored electronically must be provided to the public agency in a
format that is compatible with the information technology systems of the City of
Clearwater.
7.0 COMPENSATION
7.1 The ARCHITECT shall be compensated for all services rendered under this Agreement
in accordance with the provisions of each Work Order, upon presentation of
ARCHITECT'S invoice. An hourly rate schedule and typical methods of compensation
are attached hereto as Exhibit `B ".
7.2 Except as may be addressed in the initiating Work Order, the compensation for services
shall be invoiced by the ARCHITECT and paid by the CITY once each month. Such
invoices shall be due and payable upon receipt.
7.3 The ARCHITECT agrees to allow full and open inspection of payroll records and
expenditures in connection with hourly rate and cost plus fixed fee work assignments
upon request of the CITY.
8.0 PROHIBITION AGAINST CONTINGENT FEES
The ARCHITECT warrants that it has not employed or retained any company or person,
other than a bona fide employee working solely for the ARCHITECT to solicit or secure
this Agreement and that it has not paid or agreed to pay any persons, company,
corporation, individual or Firm, other than a bona fide employee working for the
ARCHITECT any fee, commission, percentage, gift, or any other consideration,
contingent upon or resulting from the award or making of this Agreement.
9.0 TERMINATION
This Agreement may be terminated by either party with seven (7) days prior written
notice, in the event of substantial failure to perform in accordance with the terms hereof
by the other party through no fault of the terminating party. If this Agreement is
terminated, the ARCHITECT shall be paid in accordance with the provisions of
outstanding Work Orders for all work performed up to the date of termination.
10.0 SUSPENSION, CANCELLATION OR ABANDONMENT
If the project described in any Work Order is suspended, canceled, or abandoned by the
CITY, without affecting any other Work Order or this Agreement, the ARCHITECT shall
be given five (5) days prior written notice of such action and shall be compensated for
professional services provided up to the date of suspension, cancellation or abandonment.
This Agreement shall be administered and interpreted under the laws of the State of
Florida.
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11.0 TERMINATION OF CONVENIENCE
Either the CITY or the ARCHITECT may terminate the Agreement at any time by giving
written notice to the other of such termination and specifying the effective date of such
termination at least thirty (30) days before said termination date. If the Agreement is
terminated by the CITY as provided herein, the ARCHITECT will be paid for services
rendered through the date of termination.
12.0 PUBLIC ENTITY CRIMES
Pursuant to Florida Statute 287 - 132 -133, effective July 1, 1989, the City of Clearwater,
as a public entity, may not accept any proposal from, award any contract to, or transact
any business in excess of the threshold amount provided in Section 287.017, F.S., for
Category Two (currently $35,000) with any person or affiliate on the convicted vendor
list for a period of 36 months from the date that person or affiliate was placed on the
convicted vendor list unless that person of affiliate has been removed from the list
pursuant to Section 287.133 (3)(f), F.S. If you submit a proposal in response to this
request, you are certifying that Florida Statute 287.132 and 287.133 does not restrict your
submission.
13.0 SCRUTINIZED COMPANIES AND BUSINESS OPERATIONS WITH CUBA
AND SYRIA
The ARCHITECT will be required to comply with Section 287.135, Florida Statutes,
specifically to the following, attached hereto as Exhibit "C ":
(a) The vendor, company, individual, principal, subsidiary, affiliate, or owner is
aware of the requirements of section 287.135, Florida Statutes, regarding
companies on the Scrutinized Companies with Activities in Sudan List, the
Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List,
or engaging in business operations in Cuba and Syria; and
(b) The vendor, company, individual, principal, subsidiary, affiliate, or owner is
eligible to participate in this solicitation and is not listed on either the Scrutinized
Companies with Activities in Sudan List, the Scrutinized Companies with
Activities in the Iran Petroleum Sector List, or engaged in business operations in
Cuba and Syria; and
(c) Business Operations means, for purposes specifically related to Cuba or Syria,
engaging in commerce in any form in Cuba or Syria, including, but not limited to,
acquiring, developing, maintaining, owning, selling, possessing, leasing or
operating equipment, facilities, personnel, products, services, personal property,
real property, military equipment, or any other apparatus of business or
commerce; and
(d) If awarded the Contract (or Agreement), the vendor, company, individual,
principal, subsidiary, affiliate, or owner will immediately notify the City of
Clearwater in writing, no later than five (5) calendar days after any of its
principals are placed on the Scrutinized Companies with Activities in Sudan List,
the Scrutinized Companies with Activities in the Iran Petroleum Sector List, or
engages in business operations in Cuba and Syria.
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IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the
date and year first above written.
WILLIAMSON DACAR ASSOCIATES, INC.
(ARCHTECT)
By:
Print Name:
Title: President
WITNESS:
By: cSkh�
Print Name: Sally Dodds
Countersigned: CITY OF CLEARWATER
c eof1e Pict ck
George N. Cretekos
Mayor
c
roved
rrectness:
A p
t _ form and
Cami o oto
Assistant City Attorney
By: W ( , 4.94.4,43D---zt
William B. Horne, II
City Manager
ATTEST:
By:
.i It 1. tc
Rosemarie Call
City Clerk
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EXHIBIT "A" INSURANCE REQUIREMENTS FOR AGREEMENTS AND
CONTRACTS
In addition to any other insurance required by the RFP, or bid documents, the Respondent shall,
at its own cost and expense, acquire and maintain (and cause any contractors and /or
subcontractors to acquire and maintain) during the term with the City, sufficient insurance to
adequately protect the respective interest of the parties. Coverage shall be obtained with a carrier
having an AM Best Rating of A -VII or better. In addition, the City has the right to review the
Respondent's deductible or self - insured retention and require that it be reduced or eliminated.
Specifically the Respondent must carry the following minimum types and amounts of insurance
on an occurrence basis or in the case of coverage that cannot be obtained on an occurrence basis,
then coverage can be obtained on a claims -made basis with a minimum three (3) year tail
following the termination or expiration of this Agreement:
1. Commercial General Liability Insurance coverage in the minimum amount of
$1,000,000 per occurrence and $2,000,000 general aggregate.
2. Commercial Automobile Liability Insurance coverage for any owned, non - owned,
hired or borrowed automobile is required in the minimum amount of $1,000,000
combined single limit.
3. Unless waived by the State of Florida, statutory Workers' Compensation Insurance
coverage in accordance with the laws of the State of Florida, and Employer's
Liability Insurance in the minimum amount of $100,000 each employee each
accident, $100,000 each employee by disease and $500,000 aggregate by disease with
benefits afforded under the laws of the State of Florida. Coverage should include
Voluntary Compensation and U.S. Longshoremen's and Harbor Worker's Act
coverage where applicable. Coverage must be applicable to employees, contractors,
and subcontractors, if any.
4. Professional Liability/Malpractice /Errors or Omissions Insurance coverage
appropriate for the type of business engaged in by the Respondent with minimum
limits of $1,000,000 per occurrence. If a claims made form of coverage is provided,
the retroactive date of coverage shall be no later than the inception date of claims
made coverage, unless prior policy was extended indefinitely to cover prior acts.
Coverage shall be extended beyond the policy year either by a supplemental extended
reporting period (ERP) of as great a duration as available, and with no less coverage
and with reinstated aggregate limits, or by requiring that any new policy provide a
retroactive date no later than the inception date of claims made coverage.
5. If the Respondent is using its own property or the property of City in connection with
the performance of its obligations under this Agreement, then Property Insurance on
an "All Risks" basis with replacement cost coverage for property and equipment in
the care, custody and control of others is required.
The above insurance limits may be achieved by a combination of primary and umbrella/excess
liability policies.
Other Insurance Provisions:
1. The City is to be specifically included as an "Additional insured" on the Commercial
Liability Insurance and Commercial Auto Liability, and named as a "Loss Payee" on
Respondent's Property Insurance policy.
2. Prior to the execution of this Agreement, and then annually upon the anniversary
date(s) of the insurance policy's renewal date(s), the Respondent will furnish the City
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with a Certificate of Insurance evidencing the coverage set forth above and naming
the City as an "Additional Insured." In addition when requested in writing from the
City, Respondent will provide the City with certified copies of all applicable policies.
The address where such certificates and certified policies shall be sent or delivered is
as follows:
City of Clearwater
Attn: Karen Maldonado
Engineering Department
P.O. Box 4748
Clearwater, FL 33758 -4748
3. Respondent shall provide thirty (30) days written notice of any cancellation, non -
renewal, termination, material change or reduction in coverage.
4. Respondent's insurance as outlined above shall be primary and non - contributory
coverage for Respondent's negligence.
5. Respondent shall defend, indemnify, save and hold the City harmless from any and
all claims, suits, judgments and liability for death, personal injury, bodily injury, or
property damage arising directly or indirectly including legal fees, court costs, or
other legal expenses.
The stipulated limits of coverage above shall not be construed as a limitation of any potential
liability to the City, and failure to request evidence of this insurance shall not be construed as a
waiver of Respondent's obligation to provide the insurance coverage specified.
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EXHIBIT "B" PROVISION OF PAYMENT
BASIS FOR PAYMENT
The owner shall pay ARCHITECT and agrees to accept as full compensation for its services (as
established by Work Order) compensation as computed by one of the following methods:
Method "A" — Costs Times Multiplier Basis —
Compensation in the form of actual costs times a multiplier as determined by the following
formula:
Actual raw Salary Cost (Hourly Rate) x Multiplier + Subconsultant Cost + Other Direct
Costs.
Multiplier 2.75 includes fringe benefit rate, overhead, operating margin and profit and
is subject to annual review.
Subconsultant Costs are actual costs incurred times a factor of 1.00. Actual costs shall be
based on billing rates for required labor classifications.
Other Direct Costs are actual costs incurred for travel outside of Tampa Bay area, printing,
copying, long distance telephone calls, etc., times a factor of 1.00.
Method "B" — Lump Sum —
Compensation in the form of "lump sum" for all work associated with a Work Order or task
and shall be determined by mutual agreement between the ARCHITECT and the City. The
lump sum amount shall be negotiated based upon the Work Order scope of services and
approved by both the City and the ARCHITECT.
Hourly Rates -
The estimated hourly rates below represent 2014 costs and categories. Periodic changes are
anticipated and modification can be made annually upon City and ARCHITECT review.
(Note: All rates are hourly salary.)
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CITY OF CLEARWATER ARCHITECT OF RECORD (RFQ #11 -14)
414 1► 1:
2014 DIRECT HOURLY RATES
Job Classification
Minimum
Rate
($ / hour)
Typical
Maximum
President
$75/hr.
Vice - President/Officer -in- Charge
$75/hr.
Project Manager /Associate Principal
$41/hr.
Senior Architect
$59/hr.
Architect
$41/hr.
Landscape Architect
-
Field Technician
-
Senior Designer
$30/hr.
Drafter /CADD Operator
$28/hr.
Field Technician
-
Fiscal/Accounting
$27/hr.
Administrative /Clerical
$20.5/hr.
Operations Specialist
-
MULTIPLIER: 2.75
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EXHIBIT "C" SCRUTINIZED COMPANIES AND BUSINESS OPERATIONS WITH
CUBA AND SYRIA CERTIFICATION FORM
The affiant, by virtue of the signature below, certifies that:
1. The vendor, company, individual, principal, subsidiary, affiliate, or owner is aware of the
requirements of section 287.135, Florida Statutes, regarding companies on the Scrutinized
Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the
Iran Petroleum Energy Sector List, or engaging in business operations in Cuba and Syria;
and
2. The vendor, company, individual, principal, subsidiary, affiliate, or owner is eligible to
participate in this solicitation and is not listed on either the Scrutinized Companies with
Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum
Sector List, or engaged in business operations in Cuba and Syria; and
3. Business Operations means, for purposes specifically related to Cuba or Syria, engaging in
commerce in any form in Cuba or Syria, including, but not limited to, acquiring,
developing, maintaining, owning, selling, possessing, leasing or operating equipment,
facilities, personnel, products, services, personal property, real property, military
equipment, or any other apparatus of business or commerce; and
4. If awarded the Contract (or Agreement), the vendor, company, individual, principal,
subsidiary, affiliate, or owner will immediately notify the City of Clearwater in writing, no
later than five (5) calendar days after any of its principals are placed on the Scrutinized
Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the
Iran Petroleum Sector List, or engages in business operations in Cuba and Syria.
STATE OF Florida
COUNTY OF Pinellas
uthorized Signature
Ted Williamson
Printed Name
President
Title
Williamson Dacar Associates, Inc.
Name of Entity /Corporation
The foregoing instrument was acknowledged before me on this 21st day of
May , 2014, by Ted Williamson (name of person
whose signature is being notarized) as the President (title) of
Williamson Dacar Associates, Inc. (name of corporation/entity), personally known to me
(type of identification)
as described herein x , or produced a
as identification, and who did/did not take an oath.
My Commission Expires: `J 15
NOTARY SEAL ABOVE
Notary Public
Sally Dodds
Printed Name
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A CAKE,
CERTIFICATE OF LIABILITY INSURANCE
DATE /Y
5/21/2014
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
CERTIFICATE
HOLDER. THIS
DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW.
THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER Town & Country Insurance Agency
CONTACT BRENDA M CORDER
1525 Herbert St. Ste 106
PHONE 386 767 0147
(A/C. No. Extl; j