HomeMy WebLinkAboutAgreementDocuSign Envelope ID: 148FOOC1.25984123-66CB-DC2FAD32FCC1
NON-EXCLUSIVE AGREEMENT
For
CONTINUING PROFESSIONAL ENGINEERING CONSULTING SERVICES
This AGREEMENT, entered Into this 19o' day of November, 2021 by and between the
CITY OF SEBASTIAN, a Florida municipal corporation, hereinafter referred to as the "CITY",
and HANSON PROFESSIONAL SERVICES, INC., whose address is 6230 University Parkway,
Suite 202, Sarasota, FL 34240, hereinafter referred to as the ("ENGINEER CONSULTANT")'.
WITNESSETH
That the CITY and the ENGINEER CONSULTANT, in consideration of their mutual
covenants, herein agree with respect to the performance of professional engineering services
by the ENGINEER CONSULTANT, at the request of the city, and the payment for those
services by the CITY, as set forth below and in individual Work Orders. This agreement shall be
referred to as the "MASTER AGREEMENT" under which future Work Orders will apply.
The ENGINEER CONSULTANT shall provide the CITY with professional engineering
services and such other related services as defined in specific Work Orders, in all phases of
each project unless specified otherwise. The ENGINEER CONSULTANT shall serve as the
CITY'S professional representative for the project(s) as set forth in each Work Order, and shall
give professional advice to the CITY during the performance of the services to be rendered and
as to the fulfillment of projected requirements. The ENGINEER CONSULTANT is retained by
the CITY to perform these consulting services under this non-exclusive continuing contract with
the CITY.
SECTION 1— SCOPE OF SERVICES
The Scope of Services shall be identified in individual Work Orders prepared by the
ENGINEER CONSULTANT and approved by the CITY. Each Work Order will be sequentially
numbered and initiation of work thereunder shall be subject to a Notice-to-Prooeed being issued
by the CITY. Basic services required of the ENGINEER CONSULTANT for the project will be
described in other appropriate sections of this Agreement and In individual Work Orders.
SECTION II — CITY OBLIGATIONS
The CITY agrees to provide the following material, data, or services as required in
connection with the work to be performed under this Agreement:
A. Provide the ENGINEER CONSULTANT with a copy of any pertinent preliminary data or
reports available to the CITY.
B. Provide the ENGINEER CONSULTANT with all available drawings, surveys, right-of-way
maps, and other documents in the possession of the CITY that are pertinent to the project.
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C. The CITY shall be responsible for obtaining only those permits delineated in the
individual Work Orders or those required to complete the project only if such permit
requirements are made into law and established by regulatory agencies after the effective date
of the Work Order.
D. The CITY shall make all provisions for the ENGINEER CONSULTANT to enter upon
public or private property as reasonably required for the ENGINEER CONSULTANT to perform
its services.
E. The CITY will promptly execute all completed permit applications necessary to expedite
the acquisition of any local, state or federal permits made necessary by the project.
SECTION III — CITY'S ALLOTMENT OF PROJECT WORKLOAD TO THE SELECTED
CONTINUING CONSULTING SERVICE FIRMS
The CITY shall, in its sole discretion, distribute the project workload among the selected
Continuing Consulting Service Firms as the CITY sees fit. The CITY'S decision may be based
on project type, project continuity, available man-hours assigned to CITY projects by the
selected Continuing Consulting Services Firms, and/or special expertise or knowledge
possessed by one of the Continuing Consulting Services Firm that may be pertinent to the
particular project, Inter alia. ENGINEERING CONSULTANT shall have no right to appeal or
challenge the CITY'S decision(s) regarding distribution of work.
SECTION IV — SERVICES
A. The ENGINEER CONSULTANT agrees to perform all necessary professional
engineering services, project design services, construction phase services including
construction management and construction engineering/inspection (CEI), design -build services,
bidding services, project closeout services and/or other services in connection with the assigned
project(s) as required and as set forth in the following:
1. The ENGINEER CONSULTANT will endeavor not to duplicate any previous work
done on any project. Before issuance of a Work Order and written authorization to proceed, the
ENGINEER CONSULTANT shall consult with the CITY to clarify and define the
CONSULTANT'S requirements for the project(s) and review all available data.
2. The ENGINEER CONSULTANT shall attend conferences with the CITY and Its
representatives, upon request.
3. In order to accomplish the work described under this Agreement under the time
frames and conditions set forth in the Agreement, the ENGINEER CONSULTANT shall observe
the following requirements:
a. The ENGINEER CONSULTANT shall complete its work on the project(s)
within the time allowed by maintaining an adequate staff of registered engineers, certified
operators, draft person(s), and other employees and/or sub consultants on the work at all times.
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b. The ENGINEER CONULTANT shall comply with all federal, state and
local laws applicable to the project(s). The ENGINEER CONSULTANT'S work product shall
conform with all applicable federal, state and local laws applicable to the project(s).
C. The ENGINEER CONSULTANT shall prepare and complete all
necessary sketches, permit application drawings, calculations, and applicable forms to
accompany the CITY'S applications for any required federal, state, or local permits. The
ENGINEER CONSULTANT shall reply to all permitting agency's requests for additional
information relating to a permit application.
d. The ENGINEER CONSULTANT shall cooperate fully with the CITY in
order that all phases of the work may be properly scheduled and coordinated.
e. The ENGINEER CONSULTANT shall provide the appropriate quantities
of complete preliminary sets of construction plans to any city, county, state or federal regulatory
agency from which a permit or other approval is required, prior to final approval of the design by
the CITY MANAGER or his/her designate, and shall coordinate the project design with all
agencies.
I. The ENGINEER CONSULTANT shall contact all utility companies having
installation in the vicinity of the proposed work to determine accurate locations and consider
relocation of utilities, If necessary. The ENGINEER CONSULTANT shall provide the CITY with
all known information relative to any required utility adjustments, relocations and installations,
and shall show all known above and below ground utilities on the final design plans.
g. The ENGINEER CONSULTANT shall report the status of the project(s) to
the CITY MANAGER or his/her designee upon request and hold all drawings, calculations, and
related work open to the inspection to the CITY MANAGER or his/her authorized agent at any
time. upon reasonable request.
h. Unless otherwise specified, the ENGINEER CONSULTANT shall be
considered the Engineer -of -Record for the project(s) in accordance with all legal and
administrative requirements and criteria.
4. The ENGINEER CONSULTANT shall furnish additional copies of reports,
drawings, specifications, bidding and construction contract documents, and other pertinent
items as required by federal, state and local agencies from which approval of the project(s) must
be obtained, prospective bidders, material supplier, and other interested parties, but must
charge only for the actual cost of providing such copies. The ENGINEER CONSULTANT shall
furnish to the CITY the necessary number of sets of the drawings, bidding and construction
contract documents, specifications, reports, and other pertinent items as set forth in individual
Work Orders. The costs of these sets of documents are not included in the basic compensation
paid to the ENGINEER CONSULTANT, but will be paid as a direct expense. All original
documents, survey notes, field books, tracings, and the like, including ail items furnished to the
ENGINEER CONSULTANT by the CITY pursuant to this Agreement, is and shall remain the
property of the CITY, and shall be delivered to the CITY upon completion of the work or at any
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time upon request. All items prepared by the ENGINEER shall be created, maintained,
updated, and provided in the format as specified by the City.
5. All construction drawings prepared by the ENGINEER CONSULTANT shall be of
sufficient detail to permit the actual location of the proposed Improvements on the ground by a
third party (i.e. the third party shall be able to accurately locate the proposed improvements on
the ground using only the information contained in the ENGINEER CONSULTANT'S drawings).
6. The ENGINEER CONSULTANT acknowledges that the preparation of all
applicable permits for the CITY'S submittal to governmental regulatory agencies, and the
ENGINEER CONSULTANT'S written responses to all regulatory agencies' questions, are
included within the scope of basic compensation in each particular Work Order. Any additional
work required by regulatory agencies which establish such regulations after the effective date of
the particular Work Order, shall be an additional service, and the CITY shall compensate the
ENGINEER CONSULTANT in accordance with Section VII — "Additional Work" of this
Agreement, and in accordance with the fee schedule in an approved Work Order. Approval by
the CITY shall be required prior to commencement of any additional work.
7. If the CITY proposes to construct the improvements in a phased manner, the
ENGINEER CONSULTANT shall prepare detailed master plan drawings as required by the
applicable Work Order.
8. Compensation to the ENGINEER CONSULTANT for basic services shall be in
accordance with each Work Order, as mutually agreed upon by the ENGINEER CONSULTANT
and the CITY. A schedule of approved hourly billing rates shall be attached, and will be
included as part of each Work Order when approved.
SECTION V —TIME FOR COMPLETION
The time for completion of each project shall be defined In the Work Order.
SECTION VI —COMPENSATION
The CITY agrees to pay, and the ENGINEER CONSULTANT agrees to accept, for
services rendered pursuant to this Agreement, fees in accordance vrith the following:
A. Profession Service Fee: The basic compensation shall be mutually agreed upon by the
ENGINEER CONSULTANT and the CITY prior to issuance of each Work Order and the amount
shall be included in the Work Order to be formally approved by the CITY.
B. Direct Payment for Additional Services: The CITY agrees to pay on a direct basis for
services or goods provided by others working in conjunction with the ENGINEER
CONSULTANT, as follows:
C. Enoineer Consultant Rates and Fees: ENGINEER CONSULTANT shall attach a
summary of rates and fees for hourly work and associated services. Rates and fees shall
remain in effect during the 3-year term of the Agreement.
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1. Primary/Lead Architect by name and position within the organization
2. Primary/Lead Engineer by name and position within the organization
3. Secondary Engineer by name and position within the organization
4. Junior Engineer by name and position within the organization
5. Draft persons
6. Other relevant personnel by name and function within the organization
a. Printina and Reproduction: The CITY shall make direct payment to the
ENGINEER CONSULTANT for the cost of printing project plan sheets required for utility
coordination. The maximum cost allowed per blueprint, Mylar, sepia, and/or other media utilized
for this purpose shall be set forth in the Work Order.
b. Travel Expenses: The CITY does not foresee nor intend paying
ENGINEER CONSULTANT any travel expenses under this Agreement. Any such payment
shall not be made except as specifically authorized for extraordinary circumstances by prior
approval of the CITY and, in any such case, bills for any travel expenses shall be submitted in
accordance with CITY travel policy as adopted by Resolution.
SECTION VII— ADDITIONAL WORK
Additional work occurs when the CITY requests changes after it has formally approved a
Work Order. Additional work shall not commence until a further Work Order for the additional
work has been formally Issued by the CITY, and the additional work shall be performed in
accordance with the fee schedule set forth in that Work Order.
SECTION Vill — PAYMENTS
The CITY shall make monthly partial payments to the ENGINEER CONSULTANT as
provided for in the Work Order. Unless otherwise stated in the Work Order, the ENGINEER
CONSULTANT shall submit duly certified monthly invoices to the CITY MANAGER or his/her
designee or such City Staff or City Representative as designate by the CITY MANAGER.
The Agreement shall be divided into units of deliverables, which shall include, but not be
limited to, reports, findings, drawings, drafts, and/or designated milestones that must be
received and accepted by the CITY MANAGER or his/her designee prior to payment.
SECTION IX — RIGHT OF DECISIONS
All services shall be performed by the ENGINEER CONSULTANT to the satisfaction of
the CITY MANAGER or his/her designee who shall decide all questions, difficulties, and
disputes of whatever nature which may arise under or by reason of this Agreement, according to
the prosecution and fulfillment of the service hereunder, and the character, quality, amount and
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value thereof. The CITY MANAGER or his/her designee's decisions upon all claims,
questions, and disputes shall be final, conclusive, and binding.
Adjustments of compensation and contract time because of any major changes in the
work that might become necessary or be deemed desirable as the work progresses shall be
reviewed by the CITY MANAGER or his/her designee, and require that a Change Order (a
further Work Order) be processed in accordance with the CITY'S legal and administrative
procedures. If the ENGINEER CONSULTANT does not concur in the judgment of the CITY
MANAGER or his/her designee as to any decisions made by him/her, it shall present written
objections to the CITY MANAGER, who shall make a decision, and the ENGINEER
CONSULTANT shall abide by the CITY MANAGER'S decision.
SECTION X—OWNERSHIP AND REUSE OF DOCUMENTS
A. OwnershiD and Coovrieht: Ownership and copyright of all reports, tracings, plans,
specifications, field books, survey information, maps, contract documents, and other data
developed by the ENGINEER CONSULTANT pursuant to this Agreement, shall be vested in the
CITY. Said materials shall be made available by the ENGINEER CONSULTANT at any time
upon request of the CITY. On or before the tenth day after all work contemplated under a Work
Order is completed, all of the above materials shall be delivered to the CITY MANAGER or
his/her designee.
B. Reuse of Documents: All documents, including but not limited to reports, drawing and
specifications, prepared by the ENGINEER CONSULTANT pursuant to this Agreement, are
related exclusively to the services described herein. They are not intended or represented to be
suitable for reuse by the CITY or others on extensions of this projector on any other project.
The CITY'S reuse of any document or drawing shall be at the CITY'S own risk.
SECTION XI — NOTICES
Any notices, report or other written communications from the ENGINEER CONSULANT
to the CITY shall be considered delivered when posted by Certified Mail or delivered in person
to the CITY MANAGER or his/her designee. Any notices, reports or other communications from
the CITY to the ENGINEER CONSULTANT shall be considered delivered when posted by
Certified Mail to the ENGINEER CONSULTANT at the last address left on file with the CITY or
delivered in person to said ENGINEER CONSULTANT or its authorized representative. Any
notices in either direction made by email transmittal shall be considered delivered as of the time
of transmittal upon confirmation of the receipt of such email transmittal.
All notices required under this Agreement shall be sent by Certified Mail as follows:
ENGINEER CONSULTANT CITY OF SEBASTIAN
Hanson Professional Services, Inc. Attn: City Manager
6230 University Parkway, Suite 202 1225 Main Street
Sarasota, FL 34240 Sebastian, FL 32958
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SECTION XII —TERMINATION
Either party may terminate this agreement upon seven (71 days' written notice to the
other party, except that in the event ENGINEER CONSULTANT terminates this agreement such
termination shall not be effective, absent the GUYS consent, until ENGINEER
CONSULTANT'S completion to the CITY'S satisfaction of any pending Work Order.
SECTION XIII — AUDIT RIGHTS
The CITY reserves the right to audit the records of the ENGINEER CONSULTANT
related to this Agreement at any time during the prosecution of the work included herein and for
a oeriod of three (3) vears after the final payment is made.
SECTION XIV — SUBLETTINGIOURSOURCING/TRANSFER
The ENGINEER CONSULTANT shall not sublet, assign, outsource or transfer any work
under this Agreement without the written consent of the CITY. When applicable and upon
receipt of such consent in writing, the ENGINEER CONSULTANT shall cause the names of the
engineering and/or surveying firms responsible for the major portions of each specialty of the
work to be inserted on the reports or other data. Any such assignment/outsourcing shall not
release the ENGINEER CONSULTANT from its role, duties, responsibilities, and obligations as
Engineer -of -Record for the project work performed.
SECTION XV• WARRANTY
The ENGINEER CONSULTANT warrants that it has not employed or retained any
company or person other than a bona fide employee working solely for the ENGINEER
CONSULTANT, to solicit or secure this Agreement, and that it has not paid or agreed to pay any
company or person other than a bona fide employee working solely for the ENGINEER
CONSULTANT any fee, commission, percentage fee, gift(s) or any other consideration(s),
contingent upon or resulting from the award o making of this Agreement. For the ENGINEER
CONSULTAN'S breach/violation of this warranty, the CITY shall have the right to annul this
Agreement without liability.
SECTION XVI — DURATION OF AGREEMENT
This Agreement shall remain in full force and effect for a oeriod or three (31 vears after
the date of execution thereof, or until completion of all project phases as defined by the CITY
MANAGER or his/her designee, whichever occurs first, or unless otherwise terminated by
mutual consent of the parties hereto, or terminated pursuant to Section XII • Termination. This
Agreement may be extended for a oeriod of two (21 additional vears at the sole discretion of
the CITY.
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SECTION XVII — INSURANCE
At least ten days prior to the commencement of the first work authorization, ENGINEER
CONSULTANT shall provide CITY with a certificate of insurance from a company rated A+ VII
or better, per the Best's Key Rating Guide for the following:
A. Worker's Compensation: Coverage to apply to all employees for Statutory Limits in
compliance with. the applicable state and federal laws. in addition, the policy must include
Employer's Liability with a limit of $3,000,000 each accident and disease.
B. Commercial General Liabilitv: Coverage must be afforded on a form no more restrictive
than the latest edition of the Commercial General Liability Policy, on an occurrence basis, filed
by the Insurance Services Office and must include:
1. Minimum limits of $3,000,000 per occurrence combined single limit for Bodily Injury
2. Liability and Property Damage Liability
3. Premises and Operations
4. Independent Contractors, and
5. Products and Completed Operations
Consultant shall maintain in force until at least five 151 vears after comoletion of all services
under the Contract, coverage for products and completed operation.
Broad Form Contractual Coverage applicable to this specific Contract, including any hold
harmless and/or indemnification Agreement
C. Business Auto Policv: Coverage must be afforded on a form no more restrictive than the
latest edition of the Business Auto Policy filed by the Insurance Services Office and must
include:
Minimum limits of $3,000,000 per occurrence combined single limit Bodily Injury Liability and
Property Damage Liability.
Owner Vehicles, Hired and Non -Owned Vehicles
D. Professional Liabilitv: The Consultant shall maintain a professional liability insurance
policy in the amount of $3,000,000 during the term of this Contract. Such coverage shall be
maintained for a period of five (5) years following completion and acceptance of any wok
performed under this agreement. In the event the Consultant fails to secure and maintain such
coverage, Consultant shall be deemed the insurer of professional liability insurance and shall be
responsible for all damages suffered by the CITY as a result thereof, including attorney's fees
and costs. In the event an atypical large-scale project is proposed, the individual work order for
the project may designate that a higher liability policy be obtained.
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E. Additional Insured: The CITY is to be specifically included as an additional insured.
Consultant's insurance Including that applicable to the CITY as an Additional Insured shall apply
on a primary basis and any other insurance maintained by the City shall be in excess of and
shall not contribute with the Consultant's insurance. Consultant's insurance shall contain a
severabllity of interest provision, providing that, except with respect to the total limits of liability,
the insurance shall apply to each Insured and Additional Insured in the same manner as if
separate policies had been issued to each.
F. Notice of Cancellation and/or Restriction: Each policy must be endorsed to provide the
CITY with a minimum of fortvfive (451 day notice of cancellation and/or restriction.
G. Certificates of Insurance: Certificates of insurance evidencing the Insurance coverage
specked in this section shall be filed with the CITY before operations are begun. The required
certificates of insurance shall name the types of policies provided. If the initial insurance expires
prior to the completion of work, renewal certificates of insurance and required copies of policies
shall be furnished thirty (301 days prior to the date of their expiration.
SECTION XVIII — INDEMNIFICATION
The ENGINEER CONSULTANT shall indemnify, defend and hold harmless the CITY, its
employees, Council members, agents, attorneys, and officers, each from and against all loss,
damage, claims, and actions, and all expenses, including, but not limited to, attorney's fees and
costs, incidental o such claims or actions, including but not limited to liability as a result of injury
to or death of any person, based upon or arising out of damage to property or injuries to
persons or other tortious acts caused or contributed to by the ENGINEER CONSULTANT or
anyone acting under its direction or control or in its behalf in the course of its performance under
the agreement to be entered hereunder, and directly or indirectly caused, in whole or in part, by
acts or omissions, negligence or otherwise, of ENGINEER CONSULTANT or an agent of the
ENGINEER CONSULTANT or an employee of anyone of them, regardless of the negligence of
the CITY or its employees, be it active or passive, except where such loss, cost, damage, claim,
expense, or liability arises from the sole gross negligence or willful misconduct of the CITY.
Upon request of the CITY, ENGINEER CONSULTANT shall, at no cost or expense to the CITY,
defend any suit asserting a claim for any loss, damage or liability specified above, and
ENGINEER CONSULTANT shall pay any cost and attorneys' fees that may be incurred by the
CITY in connection with any such claim or suit or in enforcing the indemnity granted above.
Nothing in this agreement shall be construed as the CITY waiving its sovereign immunity
pursuant to 768.28, at seq., Florida Statutes, or any other sovereign or governmental immunity.
SECTION XIX — SAFETY
The ENGINEER CONSULTANT is responsible for safety training for the ENGINEER
CONSULTANT'S employees and their activities on the CITY'S property and construction sites.
However, in accordance with generally accepted practices, he ENGINEER CONSULTANT may
report any observed job site safety violations to the CITY.
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SECTION XX — CHOICE OF LAW AND VENUE
This Agreement shall be governed and construed in accordance with Florida Law. In the
event that litigation arises involving the parties to this Agreement, venue for such litigation shall
be in Indian River County, Florida. The parties hereto shall, and they hereby do, waive trial by
jury in any action, proceeding or counterclaim brought by either of the parties hereto against the
other on any matters whatsoever arising out of or in any way related to this Agreement.
SECTION XXI — ENTIRETY OF AGREEMENT
This writing embodies the provisions of this agreement, provisions of the Request for
Qualifications, provisions of Consultant's Proposal Submission, provisions contained in any
governmental regulation are incorporated by reference and understanding between the parties
hereto, and there are no other Agreements and understandings, oral or written, with reference
to the subject matter hereof that are not merged herein and superseded hereby. No alteration,
change, or modification of the terms of this Agreement shall be valid unless made in writing and
signed by both parties hereto.
SECTION XXII — SEVERABILITY
In the event any provision, section, or paragraph of this Agreement is determined by a
court of competent jurisdiction to be void, illegal, or unenforceable, the remaining portions no
found to be void, illegal, or unenforceable, shall remain in full force and effect.
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IN WITNESS WHEREOF the parties hereto have executed these presents this _day of
, 2021.
ATTTE T (SEAL): THE CITY OF SEBASTIAN
Paul E. Carlisle, City Manager
�"'r" "••,- MARGARITA M. HERNANDEZ
1, ory Public -State at Florida
a Commission C I41-169675
My Commission Expires
( �•���^'`` February 08. 2025
Approved as to form and legality for
Reliance by t e City of Seb 'an onl
Manny An , Jr., Esq.
City Attorney
FOR: Hanson Professional Services, Inc.
By�dakL $WaffoYe(. 12/3/2021 1 9:37:44 AM EST
vice President
Title: Attest and Notary Seal
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PUBIC RECORDS FORM
Contract Name: NON-EXCLUSIVE AGREEMENT
For
CONTINING PROFESSIONAL ENGINEERING CONSULTING SERVICES
Project Description: Sebastian Municipal Airport Consulting Services
In accordance with the requirements of Chapter 119 Florida statutes, as amended, the
contract between the City of Sebastian and the Contractor shall require the contractor to:
a) Comply with the public records law of the State of Florida, as the same may be
amended from time to time.
b) Keep and maintain public records that ordinarily and necessarily would be
required by the CITY in order to perform services, and
c) Provide the public with access to public records on the same terms and
conditions that the CITY would provide the records and at a cost that does not exceed the cost
provided in this chapter or as otherwise provided by law, and
d) Meet all requirements of retaining public records and transfer, at no cost, to the
CITY all public records in possession of the contractor upon termination of the contract and
destroy any duplicate records that are exempt of confidential and exempt from public records
disclosure requirements. All records stored electronically must be provided to the CITY in a
format that is compatible with the information technology systems of the CITY.
12/3/2021 1 9:37:44 AM EST
Authorized Signatur. SWe�D1"� Date:
_,... .
slake Swafford vice President
Print: Title
Company/Firm: HANSON PROFESSIONAL SERVICES, INC.,
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