HomeMy WebLinkAbout2018-133Agreement
THIS AGREEMENT is by and between INDIAN RIVER COUNTY, a Political Subdivision of the State of Florida
organized and existing under the Laws of the State of Florida, (hereinafter called OWNER)
and Hinterland Group. Inc.
(hereinafter called CONTRACTOR). OWNER and CONTRACTOR, in consideration of the mutual covenants
hereinafter set forth, agree as follows:
ARTICLE 1 - WORK
CONTRACTOR shall complete all Work as specified or indicated in the Contract Documents. The Work is
generally described as follows:
Moving sewage by truck between locations
ARTICLE 2 - THE PROJECT
The Project for which the Work under the Contract Documents may be the whole or only a part is generally
described as follows:
Project Name: Annual Sanitary Sewer Services
Bid Number: 2018065
Project Address: Countywide
ARTICLE 3 - Term
The term of this agreement shall be one year, with two (2) additional one (1) year renewals available, subject
to vendor acceptance, satisfactory performance, and staffs determination that a renewal would be
in the best interest of the Count
ARTICLE 4 - CONTRACT PRICE
4.01 OWNER shall pay CONTRACTOR for completion of the Work an amount in current funds equal to
the sum of the amounts determined pursuant to work completed and at the prices stated in
CONTRACTOR's Bid, attached hereto as Exhibit 1.
ARTICLE 5 - PAYMENT PROCEDURES
5.01 Owner shall make monthly payments based on invoices submitted and for work completed by
CONTRACTOR.
ARTICLE 6 - INDEMNIFICATION
6.01 CONTRACTOR shall indemnify and hold harmless the OWNER, and its officers and employees, from
liabilities, damages, losses and costs, including, but not limited to, reasonable attorney's fees, to the
extent caused by the negligence, recklessness, or intentional wrongful misconduct of the
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CONTRACTOR and persons employed or utilized by the CONTRACTOR in the performance of the
Work.
ARTICLE 7 - CONTRACTOR'S REPRESENTATIONS
7.01 In order to induce OWNER to enter into this Agreement CONTRACTOR makes the following
representations:
A. CONTRACTOR has examined and carefully studied the Contract Documents and the other related
data identified in the Invitation to Bid documents.
B. CONTRACTOR has visited the Site and become familiar with and is satisfied as to the general, local,
and Site conditions that may affect cost, progress, and performance of the Work.
C. CONTRACTOR is familiar with and is satisfied as to all federal, state, and local Laws and Regulations
that may affect cost, progress, and performance of the Work.
D. CONTRACTOR has obtained and carefully studied (or assumes responsibility for having done so) all
additional or supplementary examinations, investigations, explorations, tests, studies, and data
concerning conditions (surface, subsurface, and Underground Facilities) at or contiguous to the Site
which may affect cost, progress, or performance of the Work or which relate to any aspect of the
means, methods, techniques, sequences, and procedures of construction to be employed by
CONTRACTOR, including applying the specific means, methods, techniques, sequences, and
procedures of construction, if any, expressly required by the Contract Documents to be employed
by CONTRACTOR, and safety precautions and programs incident thereto.
E. CONTRACTOR does not consider that any further examinations, investigations, explorations, tests,
studies, or data are necessary for the performance of the Work at the Contract Price, within the
Contract Times, and in accordance with the other terms and conditions of the Contract Documents.
F. CONTRACTOR is aware of the general nature of work to be performed by OWNER and others at the
Site that relates to the Work as indicated in the Contract Documents.
G. CONTRACTOR has correlated the information known to CONTRACTOR, information and
observations obtained from visits to the Site, reports and drawings identified in the Contract
Documents, and all additional examinations, investigations, explorations, tests, studies, and data
with the Contract Documents.
H. CONTRACTOR has given OWNER written notice of all conflicts, errors, ambiguities, or discrepancies
that CONTRACTOR has discovered in the Contract Documents, and the written resolution thereof
by OWNER is acceptable to CONTRACTOR.
I. The Contract Documents are generally sufficient to indicate and convey understanding of all terms
and conditions for performance and furnishing of the Work.
ARTICLE 8 - CONTRACT DOCUMENTS
8.01 Contents
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A. The Contract Documents consist of the following:
(1) This Agreement (pages 1 to 11 , inclusive);
(2) Certificates of Liability Insurance
(3) Invitation to Bid 2018065
(4) Addenda (number 1);
(5) CONTRACTOR'S Submitted Bid Form (pages 11 through 12 of 28);
(6) CONTRACTOR'S Submitted Drug Free Workplace Certification
(7) CONTRACTOR'S Submitted Affidavit of Compliance
(8) CONTRACTOR'S Submitted Sworn Statement Under Section 105.08, Indian River County Code,
on Disclosure of Relationships;
(9) The following which may be delivered or issued on or after the Effective Date of the Agreement
and are not attached hereto:
a) Written Amendments;
b) Work Change Directives;
c) Change Order(s).
ARTICLE 9 - MISCELLANEOUS
9.01 Terms
A. Terms used in this Agreement will have the meanings indicated in the Invitation to Bid.
9.02 Assignment of Contract
A. No assignment by a party hereto of any rights under or interests in the Agreement will be binding
on another party hereto without the written consent of the party sought to be bound; and,
specifically but without limitation, moneys that may become due and moneys that are due may not
be assigned without such consent (except to the extent that the effect of this restriction may be
limited by law), and unless specifically stated to the contrary in any written consent to an
assignment, no assignment will release or discharge the assignor from any duty or responsibility
under the Contract Documents.
9.03 Successors and Assigns
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A. OWNER and CONTRACTOR each binds itself, its partners, successors, assigns, and legal
representatives to the other party hereto, its partners, successors, assigns, and legal representatives
in respect to all covenants, agreements, and obligations contained in the Contract Documents.
9.04 Severability
A. Any provision or part of the Contract Documents held to be void or unenforceable under any Law
or Regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and
binding upon OWNER and CONTRACTOR, who agree that the Contract Documents shall be reformed
to replace such stricken provision or part thereof with a valid and enforceable provision that comes
as close as possible to expressing the intention of the stricken provision.
9.05 Venue
A. This Agreement shall be governed by the laws of the State of Florida. Venue for any lawsuit brought
by either party against the other party or otherwise arising out of this Agreement shall be in Indian
River County, Florida, or, in the event of a federal jurisdiction, in the United States District Court for
the Southern District of Florida.
9.06 Public Records Compliance
A. Indian River County is a public agency subject to Chapter 119, Florida Statutes. The Contractor
shall comply with Florida's Public Records Law. Specifically, the Contractor shall:
(1) Keep and maintain public records required by the County to perform the service.
(2) Upon request from the County's Custodian of Public Records, provide the County with a
copy of the requested records or allow the records to be inspected or copied within a reasonable
time at a cost that does not exceed the cost provided in Chapter 119 or as otherwise provided by
law.
(3) Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for the duration of
the contract term and following completion of the contract if the contractor does not transfer the
records to the County.
(4) Upon completion of the contract, transfer, at no cost, to the County all public records in
possession of the Contractor or keep and maintain public records required by the County to
perform the service. If the Contractor transfers all public records to the County upon completion
of the contract, the Contractor shall destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements. If the contractor keeps and
maintains public records upon completion of the contract, the Contractor shall meet all applicable
requirements for retaining public records. All records stored electronically must be provided to
the County, upon request from the Custodian of Public Records, in a format that is compatible
with the information technology systems of the County.
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B. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT:
(772) 226-1424
publicrecords@ircgov.com
Indian River County Office of the County Attorney
180127 th Street
Vero Beach, FL 32960
C. Failure of the Contractor to comply with these requirements shall be a material breach of this
Agreement.
ARTICLE 10 — FEDERAL CLAUSES
10.01 OWNER and CONTRACTOR will adhere to the following, as applicable to this work:
A. Equal Employment Opportunity.
During the performance of this contract, the contractor agrees as follows:
(1) The contractor will not discriminate against any employee or applicant for employment
because of race, color, religion, sex, or national origin. The contractor will take affirmative action
to ensure that applicants are employed, and that employees are treated during employment
without regard to their race, color, religion, sex, or national origin. Such action shall include, but
not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or
recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and
selection for training, including apprenticeship. The contractor agrees to post in conspicuous
places, available to employees and applicants for employment, notices to be provided setting
forth the provisions of this nondiscrimination clause.
(2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf
of the contractor, state that all qualified applicants will receive considerations for employment
without regard to race, color, religion, sex, or national origin.
(3) The contractor will send to each labor union or representative of workers with which he has a
collective bargaining agreement or other contract or understanding, a notice to be provided
advising the said labor union or workers' representatives of the contractor's commitments under
this section, and shall post copies of the notice in conspicuous places available to employees and
applicants for employment.
(4) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965,
and of the rules, regulations, and relevant orders of the Secretary of Labor.
(5) The contractor will furnish all information and reports required by Executive Order 11246 of
September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant
thereto, and will permit access to his books, records, and accounts by the administering agency
and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules,
regulations, and orders.
(6) In the event of the contractor's noncompliance with the nondiscrimination clauses of this
contract or with any of the said rules, regulations, or orders, this contract may be canceled,
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terminated, or suspended in whole or in part and the contractor may be declared ineligible for
further Government contracts or federally assisted construction contracts in accordance with
procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions
as may be imposed and remedies invoked as provided in Executive Order 11246 of September 24,
1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.
(7) The contractor will include the portion of the sentence immediately preceding paragraph (1)
and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless
exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204
of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon
each subcontractor or vendor. The contractor will take such action with respect to any
subcontract or purchase order as the administering agency may direct as a means of enforcing
such provisions, including sanctions for noncompliance: Provided, however, That in the event a
contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor
as a result of such direction by the administering agency the contractor may request the United
States to enter into such litigation to protect the interests of the United States.
B. Compliance with the Contract Work Hours and Safety Standards Act:
(1) Overtime requirements. No contractor or subcontractor contracting for any part of the
contract work which may require or involve the employment of laborers or mechanics shall
require or permit any such laborer or mechanic in any workweek in which he or she is employed
on such work to work in excess of forty hours in such workweek unless such laborer or mechanic
receives compensation at a rate not less than one and one-half times the basic rate of pay for all
hours worked in excess of forty hours in such workweek.
(2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the
clause set forth in paragraph (1) of this section the contractor and any subcontractor responsible
therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall
be liable to the United States (in the case of work done under contract for the District of Columbia
or a territory, to such District or to such territory), for liquidated damages. Such liquidated
damages shall be computed with respect to each individual laborer or mechanic, including
watchmen and guards, employed in violation of the clause set forth in paragraph (1) of this
section, in the sum of $10 for each calendar day on which such individual was required or
permitted to work in excess of the standard workweek of forty hours without payment of the
overtime wages required by the clause set forth in paragraph (1) of this section.
(3) Withholding for unpaid wages and liquidated damages. The Owner shall upon its own action
or upon written request of an authorized representative of the Department of Labor withhold or
cause to be withheld, from any moneys payable on account of work performed by the contractor
or subcontractor under any such contract or any other Federal contract with the same prime
contractor, or any other federally -assisted contract subject to the Contract Work Hours and Safety
Standards Act, which is held by the same prime contractor, such sums as may be determined to
be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and
liquidated damages as provided in the clause set forth in paragraph (2) of this section.
(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set
forth in paragraph (1) through (4) of this section and also a clause requiring the subcontractors to
include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for
compliance by any subcontractor or lower tier subcontractor with the clauses set forth in
paragraphs (1) through (4) of this section.
C. Clean Air Act:
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(1) The contractor agrees to comply with all applicable standards, orders or regulations issued
pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq.
(2) The contractor agrees to report each violation to the Owner and understands and agrees that
the Owner will, in turn, report each violation as required to assure notification to the State,
Federal Emergency Management Agency, and the appropriate Environmental Protection Agency
Regional Office.
(3) The contractor agrees to include these requirements in each subcontract exceeding $100,000
financed in whole or in part with Federal assistance provided by FEMA.
Federal Water Pollution Control Act:
(1) The contractor agrees to comply with all applicable standards, orders or regulations issued
pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq.
(2) The contractor agrees to report each violation to the Owner and understands and agrees that
the Owner will, in turn, report each violation as required to assure notification to the State,
Federal Emergency Management Agency, and the appropriate Environmental Protection Agency
Regional Office.
(3) The contractor agrees to include these requirements in each subcontract exceeding $100,000
financed in whole or in part with Federal assistance provided by FEMA.
D. Energy Policy and Conservation Act–The Contractor agrees to comply with mandatory
standards and policies relating to energy efficiency which are contained in the state energy
conservation plan issued in compliance with the Energy Policy and Conservation Act.
E. Suspension and Debarment
(1) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As
such the contractor is required to verify that none of the contractor, its principals (defined at 2
C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R.
§ 180.940) or disqualified (defined at 2 C.F.R. § 180.935).
(2) The contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C
and must include a requirement to comply with these regulations in any lower tier covered
transaction it enters into.
(3) This certification is a material representation of fact relied upon by Indian River County. If it is
later determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R.
pt. 3000, subpart C, in addition to remedies available to Owner, the Federal Government may
pursue available remedies, including but not limited to suspension and/or debarment.
(4) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C
and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract
that may arise from this offer. The bidder or proposer further agrees to include a provision
requiring such compliance in its lower tier covered transactions.
F. Byrd Anti -Lobbying Amendment (31 U.S.C. § 1352 (as amended)—Contractors who apply or bid
for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier
above that it will not and has not used Federal appropriated funds to pay any person or
organization for influencing or attempting to influence an officer or employee of any agency, a
member of Congress, officer or employee of Congress, or an employee of a member of Congress
in connection with obtaining any Federal contract, grant, or any other award covered by 31 U.S.C.
§ 1352. Each tier shall also disclose any lobbying with non -Federal funds that takes place in
connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up
to the recipient.
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G. Procurement of Recycled/Recovered Materials:
(1) In the performance of this contract, the Contractor shall make maximum use of products
containing recovered materials that are EPA -designated items unless the product cannot be
acquired—
(i) Competitively within a timeframe providing for compliance with the contract
performance schedule,-
(ii)
chedule;(ii) Meeting contract performance requirements; or
(iii) At a reasonable price.
(2) Information about this requirement is available at EPA's Comprehensive Procurement
Guidelines we b site, http://www.epa.gov/cpg/. The list of EPA -designate items is available at
httP://www.epa.gov/cpg/products.htm.
H. Access to Records The following access to records requirements apply to this contract:
(1) The contractor agrees to provide Indian River County, the FEMA Administrator, the
Comptroller General of the United States, or any of their authorized representatives access to any
books, documents, papers, and records of the Contractor which are directly pertinent to this
contract for the purposes of making audits, examinations, excerpts, and transcriptions.
(2) The Contractor agrees to permit any of the foregoing parties to reproduce by any means
whatsoever or to copy excerpts and transcriptions as reasonably needed.
(3) The contractor agrees to provide the FEMA Administrator or his authorized representatives
access to construction or other work sites pertaining to the work being completed under the
contract.
I. Department of Homeland Security (DHS) Seal, Logo, and Flags: The contractor shall not use the
DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without
specific FEMA pre -approval.
J. Compliance with Federal Law, Regulations, and Executive Orders: This is an acknowledgement
that FEMA financial assistance may be used to fund the contract. The contractor will comply will
all applicable federal law, regulations, executive orders, FEMA policies, procedures, and
directives.
K. No Obligation by Federal Government: The Federal Government is not a party to this contract
and is not subject to any obligations or liabilities to the non -Federal entity, contractor, or any
other party pertaining to any matter resulting from the contract.
L. Program Fraud and False or Fraudulent Statements or Related Acts: The contractor
acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements)
applies to the contractor's actions pertaining to this contract.
M. AFFIRMATIVE STEPS: CONTRACTOR shall take the following affirmative steps to ensure minority
business, women's business enterprises and labor surplus area firms are used when possible:
(1) Placing qualified small and minority businesses and women's business enterprises on
solicitation lists.
(2) Ensuring that small and minority businesses, and women's business enterprises are
solicited whenever they are potential sources.
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(3) Dividing total requirements, when economically feasible, into smaller tasks or quantities
to permit maximum participation by small and minority businesses, and women's business
enterprises.
(4) Establishing delivery schedules, where the requirement permits, which encourage
participation by small and minority businesses, and women's business enterprises.
(5) Using the services and assistance of the Small Business Administration and the Minority
Business Development Agency of the Department of Commerce.
Article 11: TERMINATION OF CONTRACT
A. The occurrence of any of the following shall constitute a default by CONTRACTOR and shall provide
the OWNER with a right to terminate this Contract in accordance with this Article, in addition to
pursuing any other remedies which the OWNER may have under this Contract or under law:
(1) if in the OWNER's opinion CONTRACTOR is improperly performing work or violating any
provision(s) of the Contract Documents;
(2) if CONTRACTOR neglects or refuses to correct defective work or replace defective parts
or equipment, as directed by the Engineer pursuant to an inspection;
(3) if in the OWNER's opinion CONTRACTOR's work is being unnecessarily delayed and will
not be finished within the prescribed time;
(4) if CONTRACTOR assigns this Contract or any money accruing thereon or approved
thereon; or
(5) if CONTRACTOR abandons the work, is adjudged bankrupt, or if he makes a general
assignment for the benefit of his creditors, or if a trustee or receiver is appointed for
CONTRACTOR or for any of his property.
B. OWNER shall, before terminating the Contract for any of the foregoing reasons, notify
CONTRACTOR in writing of the grounds for termination and provide CONTRACTOR with ten (10)
calendar days to cure the default to the reasonable satisfaction of the OWNER.
C. If the CONTRACTOR fails to correct or cure within the time provided in the preceding Sub -Article
B, OWNER may terminate this Contract by notifying CONTRACTOR in writing. Upon receiving
such notification, CONTRACTOR shall immediately cease all work hereunder and shall forfeit any
further right to possess or occupy the site or any materials thereon; provided, however, that the
OWNER may authorize CONTRACTOR to restore any work sites.
D. The CONTRACTOR shall be liable for:
(1) any new cost incurred by the OWNER in soliciting bids or proposals for and letting a new
contract; and
(2) the difference between the cost of completing the new contract and the cost of completing
this Contract;
(3) any court costs and attorney's fees associated with any lawsuit undertaken by OWNER to
enforce its rights herein.
E. TERMINATION FOR CONVENIENCE: OWNER may at any time and for any reason terminate
CONTRACTOR's services and work for OWNER's convenience. Upon receipt of notice of such
termination CONTRACTOR shall, unless the notice directs otherwise, immediately discontinue
the work and immediately cease ordering of any materials, labor, equipment, facilities, or
supplies in connection with the performance of this Contract. Upon such termination Contractor
shall be entitled to payment only as follows:
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(1) the actual cost of the work completed in conformity with this Contract and the
specifications; plus,
(2) such other costs actually incurred by CONTRACTOR as are permitted by the prime
contract and approved by the OWNER.
Contractor shall not be entitled to any other claim for compensation or damages against the
County in the event of such termination.
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IN WITNESS WHEREOF, OWNER and CONTRACTOR have signed this Agreement in duplicate. One
counterpart each has been delivered to OWNER and CONTRACTOR. All portions of the Contract Documents
have been signed or identified by OWNER and CONTRACTOR or on their behalf.
This Agreement will be effective on July 17 , 2018 (the date the Agreement is approved
by the Indian River County Board of County Commissioners, which is the Effective Date of the Agreement).
OWNER: CONTRACTOR:
By:
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
By:
Dylan Reingold, County Attorney Address forgiving notices:
2051 W Blue Heron Blvd
Riviera Beach, FL 33404
Jeffrey R. mith, Clerk of Court and Comptroller
Attest:
Deputy Clerk
(SEAL)
Designated Representative:
Name:
Peter D. O'Bryan
Title:
Chairman
Address:
1801 27th Street
Phone
Vero Beach, FL 32960
Email
772 226 1440
pobryan@ircgov.com
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License No. N/A
(Where applicable)
Agent for service of process: Chase Rogers
Designated Representative:
Name: Chase Roaers
Title: Project Coordinator
Address:
2051 W Blue Heron Blvd
Riviera Beach, FL 33404
Phone: 561-640-3503
Email: croqers(@_hinter1andgroup.co
(if CONTRACTOR is a corporation or a partnership,
attach evidence of authority to sign.)
MINUTES OF SPECIAL MEETING
M
HINTERLAND GROUP, INC.
Minutes of special meeting of Hinterland Group, I c., held at 9 / � W 1 S t ti >t.
[33q61-1 on this J, day of _ ,2r, 2018.
The President called the meeting to consider the following business: The authorization of Chase
Rogers and Danny Duke, Jr., to sign any and all documentation with regard to the Company.
On motion duly made and carried, the meeting proceeded to approve of the authorization.
Chase Rodgers and Danny Duke, Jr., have the authority to sign all documents as stated above.
There being no further business, the meeting was adjourned.
Dated: Apt , � r- 0 i'�
Hinterland Group, Inc.
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