HomeMy WebLinkAboutC2007-394 - 11/20/2007 - Approvedf{~TERLOCAL CooPERrATION AGREEMENT
BETV~EEN
TEA A ~ ~ U~I~VERITY w ~CI~V111LLE
~~~
THE CITY of Co~P~J CHRIST
INTERLOCAL CooPERATION AREEIVIEhfT between TEAS ~ & M UNIVERSITY -
KINSV~IIE {"TANiUK"}and THE CITY~F CARPUS CHRISTI ~"City"},
I~IIHEREA, TAI~Ul~ and the City are authorized by Chapter l1 of the Texas
government Code to enter into an interlocal cooperation contract;
VI~HERE~, TAIUl~ has been a partner in the City's air quality planning activities for
the Coastal Bend Region through the City's Regional Air duality Committee's Air
C~ualityAssessn~ent and Planning Program; -
I~VHEREA, the City desires to continue its partnership with TANlUI~C in this effork;
WHEREAS, the Assessment and Planning Program includes identifying sources of
emissions, the development of pollution prevention strategies for reducing emissions,
and other action plans far improving the Corpus Christi area air quality and maintain
compliance with federal ozone standards;
VI~HEREA, the nth Texas legislature at Article V1.8 of the general Appropriation Act
~"Rider 8"} made funds available to the Texas Commission on Environmental duality
{ttTCE~"} to conduct air quality planning activities in areas considered to be near non-
attainment;
I~HEREAS, the CITY entered into State Funded Grant Agreement ~"grant"}, Contract
No. 5~2-~-~~2o with the Texas Commission on Environmental duality ~"TCEC~"} to
fund air quality planning activities in areas considered to be near non-attainment forthe
ozone standard under the Federal Clean AirActAmendments of ~g90, which activities
may include without limitation identifying, inventorying, and monitoring of current
pollution levels; modeling future pollution levels and the identification and quantification
of potential pollution reduction through voluntary control, and which activities will be
consistent with TCEC~ monitoring, inventory and modeling approaches and
infrastructure. The City conducts air quality assessment and planning activities in the
Coastal Bend Region;
lifVHE~EAS, an element'of the City's proposal forthe grant was TANlUK's proposed
"Corpus Christi ~~one Near Non#Attainment Area Assesr~ent and Planning Study",
which study will be prepared by TAIUl~, as a continuation of the City's Regional Air
~ualityCommittee'sAirQualityAssessmentand Planning Program;
1HEREAS, the grant provides funding forthe Air {~ualityAssessment and Planning
Programs and other types of air quality planning activities and projects thatthe City, in
~~^n~r~~~^~ "'~~~ ;~_ ._ - ..` ,ors, will complete by August ~ , X009 hand possibly later if the
~~~~"~~ on authorit received from the Texas le islature to car
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1~1~~10'~ Pa e ~ of ~ ~
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TAM~K
foruvard near nan~attainr~ent contract related monies from the X008-~gg9 biennium into
the ~a1 a-~a1 ~ biennium} detailed in a vl~ark Plan approved by the TECH ~
Attachment ~ to TES vntract No. S~-S-8~0 copy available upon request};
VI~HEREA, the technical support contemplated by this agreement is of mutual interest
and benefit to TAM~1K and the pity; it vuill further the instructional and research
objectives of TAUI~, in a manner consistent Frith its status as an agency of the State
of Texas; and it ~vill help the pity accomplish objectives of its "S-hour 0 Flee
Intergovernmental Agreement" vuith the kJnited States Environmental Protection Agency
~"EPA"}and TES.
N~I~V, THER~F~RE, the parties hereto agree as folios:
1. GRANT ~UBoNTRAT~ Bath the pity and TAUK ackna~rledge that this
agreement is a subcontract to the pity's Crantfrom TEQ ATE contract Number
8~-8-GAO}} and thatthe terms and conditions ofthe grant control the administration
and execution of this contract
a. The grant is incorporated into this agreement by reference and is available
an request
b. In the event any provision of this agreement conflicts v~ith the terms of the
Grant, the terms of the grant control the administration and execut'ran of this
agreement.
c. TAIUK agrees to comply to all requirements imposed by TE that are
applicable to subcontractors.
d. TAIVIUI~C agrees to conduct all of its activities incompliance v~rith the terms of
the Grant, and not to take any action that ~rould cause or contribute to the pity to
defaulting upon the terms ofthe grant.
e, TAMIJI~ shall be responsible for the professional quality, technical accurac}~,
timely completion and the coordination of all services and other ~vork furnished
by TAIUIUK under this agreement TAIVIUI~C must perform the ~vork in conformity
vuith the standards and guidance documents provided bythe TES. The pity
and TEC may vuithhold reimbursement for casts of non-canfarrning vuork.
2, TATEM~NT oP VI~~RK. TAII~UI~ agrees to use its best efforts to execute Section
II of the dark Plan dacur~ent that describes dov~n to the task level the projects in
support of the State Implementation Plan SIP}development process and other types of
air unlit tannin activities and projects that the City, in cooperation v~rith its partners,
q Yp g
gill complete by August ~~ , X009, as described in the Rider ~ Funding Request for a
corpus Christi Gzone Near Nan~Attainr~ent Area Research Study, ~rhich is attached to
TEQ contract IVo. ~S~-8~~O a Attachment B copy available upon request},
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TAMU~C ~~-~9 Contract.d~c
3, PRIN~PAL IN11ET~AT~~. The pragrarn v~ill be supervised by Dr. Kuruvilla
Jahn, Department of Environmental and Civil Engineering, TAUK. If, for any reasan,
he is unable to continue to serve as Principal Investigator, and a successor acceptable
to bath TA1~UK and the City is not available, this agreement shall be terminated as
provided in Paragraph 1.
4. PE~I~D ~F P~RF~RMANCE, The program shall be conducted from the effective
date of the Notice to Praceed from TC~~ through August ~~, ~Og.
PRICE AND PAYMENT. As compensation forthe performance of the agreement,
the City agrees to reimburse TAI~UK up to Faur Hundred Fifty Thousand Dollars
~$4~o,ggD} for expenses authorised underthe grant.
a. This agreement i funded exclusively from funds made available to the City
by the grant. The City's obligation is limited by the provisions of the grant. The
City is not liable to male payment to TAM~JK, if funding is not available from
TCEC~ through the grant. Payments may not exceed Tuva Hundred T~venty-five
Thousand Dollars ~~~~,ggD}from the execution of this Agreement to August 1,
~aa~.
b. All contractual expenditures reimbursed v~rith funds provided under this
agreement shall meet all procurement lags and regulations applicable to TAUK
and the UA and the UM, Nate that competitive bidding gill generally be
required for contracts r~ith entities atherthan local governments and state and
federal agencies Note also thatthe Comr~an Rule of FMB CircularA-~g~, as
adapted in the L~I~, precludes the use of the cost plus a percentage of cost
method of contracting.
c. TAMLlK shall forward any proposed subagreemnt providing far the
performance of services under this agreenent to the City prior to execution of
the ubagreement. Neither the City's arTCE~'s failure to question a
subagreement nor its subsequent vuithdravual of any questions raised regarding a
subagreement shall in any gray imply the City ar TES's approval of the
subagreement's purpose or method of pracurement of the subagreement~
Further, the terms of this provision do not in any way restrict the City's and
TCEQ's rights under this agreement or the grant to subsequently refuse
reimbursement for expenses incurred pursuant to the ubagreement. TAUK
may require a bid bond to protect the local and state interests by assuring that a
biddervuill, upon acceptance, execute all required contractual documents v~ithin
the time period specified,
d. Invoices for compensation shall be submitted to the follavuin address:
City of Corpus Christi
Attn; Kevin to~ver
P.~. Box 9217
Carpus Christi, T~., ~84fi9-9~~7
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TA~fU~ 08y~9 ~ontract.d~c
7. TERMINATION. Performance under this agreement may be terminated by the City
upon sixty days written notice. Performance may be terminated by TAMU, if
circumstances beyond its control preclude continuation of the prograr~. Upon
termination, TAtI~UK gill be reimbursed as specified in Paragraph ~ of all costs and
non-cancellable corr~r~itment incurred in the performance of the program, that are
reimbursable under the grant. However, reimbursement may not exceed the total
estimated cost specified in Paragraph ~~
S~ INTELLECTUAL PROPERTY.
a. Royalties and Patent Fees. TAMUi~ shall pay all license fees and royalties
and assume all costs incident to the use or possession in the performance of the
Uvork or the incorporation in the vVork of any Intellectual Property.
b. Disclosure of Intellectual Property Produced during the v1lork. TAMUK shall
promptly notify the City and TCF of all intellectual property that TAIUI~ or
TANlUI~'s employees, subcontractors, or subcontractor's employees may
produce, either solely or jointly with others, during the course of the Uvork. In
addition, TAIUIUK shall promptly notify the City and TC~~ of all intellectual
property to which TAI~Ul~ may acquire rights in connection with the performance
of the work Any notification under this paragraph shall contain sufficient
technical detail to convey a clear understanding of the intellectual property, and
shall identify any publication, sale, public use, or impending publication.
Promptly upon request, TAIUIUK shall supply such additional information as the
City and TCEQ may request.
c. Failure to Protect Intellectual Property if TAIIIIUKfails to protect any
intellectual property rights in the intellectual property produced in the course of
performing the work, the City and TCFQ shall have full authority to protect,
assure and retain a!I intellectual property rights in any and all such intellectual
property. .
d. Non-interference with Intellectual Property Rights of City and TC~C. TAI~UI~
agrees thatTAlUIUtC, its agents, and iterr~ployeeshall notiy any manner use,
sell, distribute, disclose or otherwise communicate any portion of intellectual
property owned by or licensed tothe City orTCEQ, except in the course of
performing the work, unless TAMUK has independent intellectual property rights
to the intellectual property.
e, grant of License. I~Ilith respect to any Intellectual property as is {f~
incorporated in the work ~otherthan intellectual property forwhich the City and
TCE~ already possesses equal or greater intellectual property rights by virtue of
this agreement or otherwise} or ~it~ produced by TAMUtS orTANEUl~'s employees,
subcontractors, or subcontractor's employees during the course of performing
the work TAMU~ hereby grants to the City and TCEQ ~~} a nonexclusive,
perpetual, irrevocable, enterprise-wide license to reproduce, publish, or
otherwise use the intellectual property and associated use documentation, and
~~~} a nonexclusive, perpetual, irrevocable, enterprise-vide license to authorise
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TAMU~C ~8-0~ c~ntract,doc
others to reproduce, publish, or otherwise use such Intellectual Property for the
City's and TCEQ's purposes.
f. ~Ilodification; Derivative vVorks. The City and TCE~ shall have the right, at
their own discretion, to independently modify any intellectual property to which
license it granted far the City's and TCEC~'s own purposes and use, through the
services of its own employees or independent contractors, The City and TCE
shall awn all intellectual property rights to such modifications. TAI~UI~ shall not
incorporate any such madificationr into its intellectual property for distribution to
third porkies unless it first obtains a license from the City and TCE~.
g, Compliance with Applicable Lanus and Regulations, TAUK shall comply with
ail laws and regulations relating to intellectual property
h. vllarranties Relating to Intellectual Property Rights, TAf~UK represents and
warrants to the City and TCE~ that TAIUIU~S will not infringe any intellectual
property right of any third parley. TAi~l~l~ further represents and warrants to the
City and TCEC~ that in the course of performing the work it will not use or
passers any int~Ilectual property awned by a third party without paying any
required royalty or patent fees. TA1~U~C warrants that it has full title in and
ownership of the intellectual property and any enhancements, updates ar other
madificativns, ar that it has full paver and authority to grant all licenses granted
herein, and that such license use by the City and TCEQ will in noway constitute
an infringement or other violation of any intellectual property right of any third
parley, The TAfUK warrants that it shall have, throughout any applicable license
term hereunder, free and clear title ta, ar the right to passers, use sell, transfer,
assign, license, or sublicense products that are licensed ar provided to the City
and TCE by TAUK. Except as permitted in this agreement and the Grant,
TAiUI~ shall not create or permit the creation of any lien, encumbrance, or
security interest in the ward or any park thereof, or any product licensed ar
provided to the City ar~d TCEQ far which title has not yet pasted to the City and
TCE~, without the prior written consent of the City and TECH, TAMUK
represents and warrants to the City and TCEC~ that neither it nor any other
company or individual performing the work is under any obligation to assign or
give to any third party any intellectual property rights granted or assigned to the
City and TCE~, or reserved by the City and TCEC~, under thin agreement and
the Grant.
9. ~ELEAE OF INF~RIVEAT~C~N. TAIU~C shall acknowledge the City and TCE~, the
TAC~U~C investigator, the nature of the program, and the dollar value of the agreement
in TAIVIUK records and reports. Any reports and other documents completed as part of
this agreement, othrthan documents prepared exclusively for internal organizational
use by TAMUK, shall carry the following notations on the front cover or title page:
"PREPARED iN CGGPERATI~N IIVITI~ THE TEA CC)MIIGN C)N
ENVIR~NC~ENTAL (~UALITYAND THE CITY GF CGRPU CHRISTI"
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TAMUK ~8-0~ Cor~tra~t.doc
10, TITLE T~ ~CUIPMENT'. Subject to the obligations and conditions set forth in this
agreement and the grant, title to all equipment acquired under this agreement shall
vest, upon acquisition or construction, in TAUK.
a. TAI~UK agrees to conduct physical property inventories, to maintain property
records end necessary control procedures, and to provide adequate
maintenance with respect to all equipment acquired under this agreement
b. TAtI~UK may develop and use its own property management system which
must conform with all applicable State and local laws, rules, and regulations. If
an adequate system for accounting for personal property owned by TAMUI'C or its
subcontractor is not in place or currently in use, TAIUIU#~ shall contact the State
of Texas comptroller of Public Accounts and request the State Property
Accounting User's guide ~#9~-~18}and the State Property glass bode List.
TAfUIUI{ agrees to use these as guides for establishing a property Management
systerr~.
c. Property records must be maintained that include a description of the
property, a serial number or other identification number, the source of property,
who holds title, the acquisition date, and the cast of the property, percentage of
federal participation in the cast of the property, the location, use and condition of
the property, and any ultimate disposition data including the date of disposal and
sale price of the property
d~ A physical inventory of all equipment acquired or replaced with funds
provided under this agreement having an initial purchase price of one Thousand
Dollars ~~,gDg} or mare, shall be conducted no less frequently than once every
two years and the results of such inventories reconciled with the appropriate
property records. Property control procedures utilized by TAIUIUK shall include
adequate safeguards to prevent Iris, damage, ortheft of the acquired property.
Any loss, damage ortheft shall be investigated. TAUK agrees to develop and
carry out a program of property maintenance as necessary to keep both
originally acquired and any replaced property in gaol condition, and to utilize
proper solos procedures to ensure the highest passible return, in the event such
equipment is said.
e, Use of Equipment Acquired with Funds Provided Under this Agreement.
~1 }Equipment shall be used by TAMUIC ar subgrantee in the program ar
project for which it was acquired as fang as needed, whether or not the
project or program continues to be supported by state funds. vllhen no
longer needed for the original program or project, the equiprrtent may be
used in other activities currently or previously supported by a federal or
state agency.
~2} TAMU~C or subgrantee shall also make equipment available for use an
other projects yr programs currently or previously supported bythe federa!
or state government, providing such use will not interfere with the Fork on
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the projects ar program for which it was originally acquired First
preference far other use shall be given to other prograr~s ar projects
supported by the awarding agency.
~3~ I~vhen acquiring replacement equipment, TAMU or subgrantee may
use the equipment to be replaced a a trade-in or sell the property and
use the proceeds to offset the cast of the replacement property, subject to
the approval of the warding agency.
f. Disposition of Equipment Acquired with Funds Provided Under this
Agreement. Vllhen ariginal or replacement equipment is no longer needed for
the ariginal project ar program arfar other activities currently or previously
supported by a federal ar state agency, disposition ofthe equipment maybe
made as follows:
~~}Equipment with a current per~unit fair market value of less than ~,aaa
may be retained, Bald or otherwise disposed of with no furkher obligation
to the TAE, Methods used to determine per unitfair market value must
be documented, kept an file and made available to the TES upon
request.
~~} Equipment with a current per-unit fair market value of 1,Og~ ar mare
must be disposed of as follows:
~A} prior to the terrr~inatian date of this Agreement, TAUK and
subgrantes must notifytheTEQ. TE may requireTAhllUKor
subgrantee to transfer title and possession to such equipment to
the TE or a third party named by the TES or nay alternatively
authari~e disposition by sal e, transfer or in another manner.
~8~ If, within six years of the initiation date of the Agreement,
equipment is Bald or transferred, TAM~J must remit to TE a
share of the proceeds Pram such Sala, provided the fair market, per-
unitvalue afthe property atthe tune of the sale is in excess of one
thousand dollars ~~,gOg~. The TCEC~'s share of the Sala proceeds
shall be the same percentage as was the funding provided under
this Agreement that enabled the original purchase in question.
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TAMl1~(D8-Q9 Con#r~c#,dac
~~, N~TI~E. All notices to parties under this Agreer~ent shaft be in ~rriting and seat
to the names and address stated belovu, Either party to the Agreement may change
such Warne and address by notice to the other in accordance herevuith, and any such
change shall take effect immediately upon receipt of such notice.
TAII~U I~C
Texas A IVI University ~ I~Singsville
Attn: IUIs. Sandra L. Rexroat
campus Box ~o~
I~ingsvil[e, T~ 7833
TelephoneF ~~1} 5g3~~44
Fax: ~~ ~ } ~g-3409
1TY
pity of corpus Christi
Attn: I~Cevin Btov~rers
P. ~. Box O~ll
corpus Christi, TX X3409
Telephone: ~~~1 } 580-~~ 9
Fax: ~~ ~ } 880-~01
1~. ~~~RT ADII~IIV~TRATI~IV.
a, It is understood that TAIUIUI~C is subject to United States lavers and regulations
controlling the export of technical data, computer softv~are, laboratory prototypes
and other commodities, and that its obligations hereunder are contingent upon
compliance with applicable United states export laves and regulations,
Furthermore, it is understood that the transfer of curtain technical data and
cornr~odities may require a license from ono or more agencies of the United
states overnr~ent.
b. Both TAIVIUI~C and pity hereby agree and v~arrant that the program and
development contemplated hereunder, and any exchange of technical data,
computer softvuare or other commodities resulting therefrom, shall be conducted
in foil compliance Frith the export control lags of the United states.
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TA~IU~C OS-~9 Cor~t~act.d~c
1 . LIABILITY. IT IS UNDERST~DD THAT CITY SHALL NAT BE LIABLE FAR ANY
CLAIMS AGAINST TAMUI~C, ITS EMPLOYEES, ~R THIRD PERSONS, ETHER THAN
CITY'S EMPLOYEESt FOR DAMAGE RESULTING FRAM OR ARISING BUT OF THE
ACT1111TIE5 OF TAMUI~ PERSONNEL UNDER THIS AGREEMENT, AND TAMUK
AGREES, T~ THE EXTENT PERMITTED BY SECTION 4, ARTICLE III OF THE
CONSTITUTION ~F THE STATE F TE~CAS, T HELD CITY HARMLESS FRAM
ANY AND ALL SUCH CLAIMS. IT IS ALSO UNDERSTOOD THAT TAMUI~ SHALL
NOT BE HELD LIABLE FOR ANY CLAIMS AGAINST CITY'S EMPLOYEES, OF
DAMAGE RESULTING FRAM ~R ARISING BUT OF ACTIVITIES ~F THE CITY, ITS
EMPLOYEES, OR THIRD PERSONS, ETHER THAN TAMUI~C EMPLOYEES, AND
CITYAREES, T THE EXTENT PERMITTED BY SECTION 49, ARTICLE III F THE
CONSTITUTION OF THE STATE OF TEXAS, T~ HOLD TAMUI~ HARMLESS FROM
ANY AND ALL SUCH CLAIMS.
~ 4~ INDEPENDENT OONTRACTOR. For the purposes of the agreement and ail
services to be provided hereunder, the parties shall be, and shall be deemed to be,
independent contractors and not agents oren~ployees of the other party Neither parley
shall have authority to make any statements, representations, or commitments of any
kind, or to take any action ~rhich shall be binding an the other party, except as may be
explicitly provided far herein ar authorized in ~nrriting.
~ ~. AMENDMENTS AUTHORIZED.
a, The representatives who sere authorised to sign this agreement are
authari~ed to execute minor amendments to this agreerr~ent, such as changes in
deadlines and minor changes in the scope of vuork.
b. Any amendments to this agreement resulting from amendments to the grant
that increase the scope of ~rark under this agreement due to TCE~'s a~rard of
additional funding to the City as a result of the ~vork plan prepared by TAI~Ui~
under this agreement must be authorised by the City Council and the funds
appropriated before an amendment to this agreement is executed.
c. Any amendments to this agreement increasing ordecreasing the amount the
City i obligated to pay TAMUK by ~~,ggg or more must be authorized by the
City council before an ar~endment to this agreement is executed.
~ G, SEVERABILITY. if any of the provisions of the agreement in the application
thereof to any person or circumstance, is rendered or declared illegal far any reason, or
shall be invalid or unenforceable, the remainder ofthe agreement and the application of
such provision to other persons or circumstances shall not be affected thereby, but
shall be enforced to the greatest ex#ent by applicable lair. The pity and TAt~IUI~C agree
that this agreement shall be reformed to replace such stricken provision or part thereof
Frith a valid and enforceable provisian that comes as close as possible to expressing
the intention of the stricken provision.
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TAMUK ~8-~~ Contract,d~c
~ ~. DISPUTE RE~LUTIGN PR~~.
To the extent applicable, the dispute resolution procedures provided in
Dhapter ~0 of the Texas Government bode will be used to resolve contract
claims under this contract.
b. if the chapter ~~~g procedures are utilized Beth parties agree that the TCE~
may intervene in the proceedings as an interested party.
c, The Director of Purchasing, T~NIUK, is designated as the officer designated
under sec, ~~~g.gb~, Texas Government bode, to examine claims and
counterclaims, negotiate, and resolve any claims on behalf of TAII~I+C.
~~. VENUE. TAMUK acknowledges and agrees that because this agreement has
been executed, and will be administered in Nueces bounty, Texas, the agreement is to
be performed in Nueces bounty. TAMUK acknowledges and agrees that any
permissible cause of action involving this agreement gill arise solely in Nueces bounty.
If a legal action related to this claim is permissible and there are two ~~~ or mare
counties of proper venue under the rules of mandatary, general, or permissive venue,
and one such county i Nueces bounty, TA~IUI~ agrees to venue in Nueces bounty,
This provision does not waive the pity's sovereign immunity.
~ 9R ~IIDELLAN~~U. This agreement constitutes the entire agreement between the
parties relative to the subject matter, and may only be modified or amended by a written
agreement signed by both parties. It shall be construed in accordance with the lags of
the state of Texas.
2~.~ AUTHRI~ATI~N ~F G~IIERN~N B~DI~. The individuals executing this
agreement certify that this interlocal agreement has been authorized by the Governing
Body far their, a required by section 7g1, Texas Government bode.
IN VVITNE ~IVHERE~F, the parties have caused this agreement to be executed by
their authorized representative,
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~AMUK Q8-09 ~ontract.doc
TEXAS A ~ IJNIVERIT~ - ~(I~1I~LLE
By:
~ ra L. Rexrot
Director, sponsored Reea ch
Date: ~ ~ ~ ~ `~
QTY ~F ~~RPU HR1T1
ATTEST:
Armando Chapa
City Secretary
APPR~IlED A T~ F~~M;
This day of ~~~;r-.~ , X007
tiu 1~~`rit~.J
nary 15. rnith
Assistant Cit~r Attorr~e
For its Attorney
By:
eorge K. Noe
City Manager
Date: ~ ~~~
~~rt
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~'AMUI4 ~8-09 con#rac#.doc