HomeMy WebLinkAboutC2018-705 - 12/11/2018 - Approved o1 ,a
^II SERVICE AGREEMENT NO. 2007
Lease of Citywide Copiers
1852
THIS Lease of Citywide Copiers Agreement ("Agreement") is entered into by and
between the City of Corpus Christi, a Texas home-rule municipal corporation ("City")
and Toshiba America Business Solutions, Inc ("Contractor"), effective upon execution
by the City Manager or the City Manager's designee ("City Manager").
WHEREAS, Contractor has agreed to provide Lease of Citywide Copiers pursuant
to its DIR contract DIR-TSO-3042, which contract is incorporated by reference in this
Agreement as Exhibit 1 as if it were fully set out here in its entirety.
NOW, THEREFORE, City and Contractor agree as follows:
1. Scope. Contractor will provide Lease of Citywide Copiers ("Services") in
accordance with the attached Scope of Work, as shown in Attachment A, the
content of which is incorporated by reference into this Agreement as if fully set
out here in its entirety, and in accordance with Exhibit 2.
2. Term. This Agreement is for 36 months, with performance commencing upon the
date of issuance of a notice to proceed from the Contract Administrator or
Purchasing Division. The parties may mutually extend the term of this Agreement
for up to two additional 12-month periods ("Option Period(s)"), provided, the
parties do so in writing and prior to the expiration of the original term or the then-
current Option Period. The City's extension authorization must be executed by
the City Manager or designee.
3. Compensation and Payment. This Agreement is for an amount not to exceed
$477,968.76, subject to approved extensions and changes. Payment will be made
for Services completed and accepted by the City within 30 days of acceptance,
subject to receipt of an acceptable invoice. All pricing must be in accordance
with the attached Bid/Pricing Schedule, as shown in Attachment B, the content
of which is incorporated by reference into this Agreement as if fully set out here in
its entirety. Any amount not expended during the initial term or any option period
may, at the City's discretion, be allocated for use in the next option period.
C2018-705
12/11/18
M2018-237 )ber 1,2018 Page 1 of 7
Toshiba America Business
SCANNED
Invoices will be mailed to the following address with a copy provided to the
Contract Administrator:
City of Corpus Christi
Attn: Accounts Payable
P.O. Box 9277
Corpus Christi, Texas 78469-9277
4. Contract Administrator. The Contract Administrator designated by the City is
responsible for approval of all phases of performance and operations under this
Agreement, including deductions for non-performance and authorizations for
payment. The City's Contract Administrator for this Agreement is as follows:
Kim Womack
Communications
361-826-321 1
KimW@cctexas.com
5. Insurance; Bonds.
(A) Before performance can begin under this Agreement, the Contractor must
deliver a certificate of insurance ("COI"), as proof of the required insurance
coverages, to the City's Risk Manager and the Contract Administrator.
Additionally, the COI must state that the City will be given at least 30 days'
advance written notice of cancellation, material change in coverage, or intent
not to renew any of the policies. The City must be named as an additional insured.
The City Attorney must be given copies of all insurance policies within 10 days of
the City Manager's written request. Insurance requirements are as stated in
Attachment C, the content of which is incorporated by reference into this
Agreement as if fully set out here in its entirety.
(B) In the event that a payment bond, a performance bond, or both, are
required of the Contractor to be provided to the City under this Agreement before
performance can commence, the terms, conditions, and amounts required in the
bonds and appropriate surety information are as included in the RFB/RFP or as
may be added to Attachment C, and such content is incorporated here in this
Agreement by reference as if each bond's terms, conditions, and amounts were
fully set out here in its entirety.
6. Purchase Release Order. For multiple-release purchases of Services to be
provided by the Contractor over a period of time, the City will exercise its right to
specify time, place and quantity of Services to be delivered in the following
manner: any City department or division may send to Contractor a purchase
release order signed by an authorized agent of the department or division. The
purchase release order must refer to this Agreement, and Services will not be
rendered until the Contractor receives the signed purchase release order.
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7. Inspection and Acceptance. City may inspect all Services and products supplied
before acceptance. Any Services or products that are provided but not
accepted by the City must be corrected or re-worked immediately at no charge
to the City. If immediate correction or re-working at no charge cannot be made
by the Contractor, a replacement service may be procured by the City on the
open market and any costs incurred, including additional costs over the item's
bid/proposal price, must be paid by the Contractor within 30 days of receipt of
City's invoice.
8. Warranty.
(A) The Contractor warrants that all products supplied under this Agreement
are new, quality items that are free from defects, fit for their intended purpose,
and of good material and workmanship. The Contractor warrants that it has clear
title to the products and that the products are free of liens or encumbrances.
(B) In addition, the products purchased under this Agreement shall be
warranted by the Contractor or, if indicated in Attachment D by the
manufacturer, for the period stated in Attachment D. Attachment D is attached
to this Agreement and is incorporated by reference into this Agreement as if fully
set out here in its entirety.
(C) Contractor warrants that all Services will be performed in accordance
with the standard of care used by similarly situated contractors performing similar
services.
9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing
Schedule are estimates only and do not obligate the City to order or accept more
than the City's actual requirements nor do the estimates restrict the City from
ordering less than its actual needs during the term of the Agreement and including
any Option Period. Substitutions and deviations from the City's product
requirements or specifications are prohibited without the prior written approval of
the Contract Administrator.
10. Non-Appropriation. The continuation of this Agreement after the close of any
fiscal year of the City,which fiscal year ends on September 30th annually, is subject
to appropriations and budget approval specifically covering this Agreement as
an expenditure in said budget, and it is within the sole discretion of the City's City
Council to determine whether or not to fund this Agreement. The City does not
represent that this budget item will be adopted, as said determination is within the
City Council's sole discretion when adopting each budget.
11. Independent Contractor. Contractor will perform the work required by this
Agreement as an independent contractor and will furnish such Services in its own
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manner and method, and under no circumstances or conditions will any agent,
servant or employee of the Contractor be considered an employee of the City.
12. Subcontractors. Contractor may use subcontractors in connection with the work
performed under this Agreement. When using subcontractors, however, the
Contractor must obtain prior written approval from the Contract Administrator
unless the subcontractors were named in the bid or proposal or in an Attachment
to this Agreement, as applicable. In using subcontractors, the Contractor is
responsible for all their acts and omissions to the same extent as if the
subcontractor and its employees were employees of the Contractor. All
requirements set forth as part of this Agreement, including the necessity of
providing a COI in advance to the City, are applicable to all subcontractors and
their employees to the same extent as if the Contractor and its employees had
performed the work. The City may, at the City's sole discretion, choose not to
accept Services performed by a subcontractor that was not approved in
accordance with this paragraph.
13. Amendments. This Agreement may be amended or modified only in writing
executed by authorized representatives of both parties.
14. Waiver. No waiver by either party of any breach of any term or condition of this
Agreement waives any subsequent breach of the same.
15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA
taxes, unemployment taxes and all other applicable taxes. Upon request, the City
Manager shall be provided proof of payment of these taxes within 15 days of such
request.
16. Notice. Any notice required under this Agreement must be given by fax, hand
delivery, or certified mail, postage prepaid, and is deemed received on the day
faxed or hand-delivered or on the third day after postmark if sent by certified mail.
Notice must be sent as follows:
IF TO CITY:
City of Corpus Christi
Attn: Kim Womack
Title: Director of Communications
Address: 1201 Leopard Street, Corpus Chrisit, Texas 78401
Phone: 361-826-3211
Fax: 361-826-3200
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IF TO CONTRACTOR:
Toshiba America Busniess Solutions, Inc
Attn: Scott Maccabe
Title: President and CEO
Address: 25530 Commercentre Drive, Lake Forest, CA 92630
Phone: 949-267-4217
Fax: 210-805-0867
17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND
THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND
AGENTS ("INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY,
LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF
WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF
PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND
OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF
LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES,
WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION
WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS
AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT
ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS
EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE,
INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT
OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH
COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL
CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF
ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE,
LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION
OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE
THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT.
18. Termination. The City Manager may terminate this Agreement for Contractor's
failure to perform the work specified in this Agreement or to keep any required
insurance policies in force during the entire term of this Agreement. The Contract
Administrator must give the Contractor written notice of the breach and set out a
reasonable opportunity to cure. If the Contractor has not cured within the cure
period, the City Manager may terminate this Agreement immediately thereafter.
19. Assignment. No assignment of this Agreement by the Contractor, or of any right
or interest contained herein, is effective unless the City Manager first gives written
consent to such assignment. The performance of this Agreement by the
Contractor is of the essence of this Agreement, and the City Manager's right to
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withhold consent to such assignment is within the sole discretion of the City
Manager on any ground whatsoever.
20. Severability. Each provision of this Agreement is considered to be severable and,
if, for any reason, any provision or part of this Agreement is determined to be
invalid and contrary to applicable law, such invalidity shall not impair the
operation of nor affect those portions of this Agreement that are valid, but this
Agreement shall be construed and enforced in all respects as if the invalid or
unenforceable provision or part had been omitted.
21. Order of Precedence. In the event of any conflicts or inconsistencies between this
Agreement, its attachments, and exhibits, such conflicts and inconsistencies will
be resolved by reference to the documents in the following order of priority:
A. DIR contract DIR-TSO-3042 (Exhibit 1)
B. this Agreement (excluding attachments and exhibits);
C. its attachments;
22. Certificate of Interested Parties. Contractor agrees to comply with Texas
Government Code Section 2252.908, as it may be amended, and to complete
Form 1295 "Certificate of Interested Parties" as part of this Agreement if required
by said statute.
23. Verification Regarding Israel. In accordance with Chapter 2270, Texas
Government Code, the City may not enter into a contract with a company for
goods or services unless the contract contains a written verification from the
company that it: (1) does not boycott Israel; and (2) will not boycott Israel during
the term of the contract. The signatory executing this Agreement on behalf of the
Contractor verifies that the company does not boycott Israel and will not boycott
Israel during the term of this Agreement.
24. Governing Law. This Agreement is subject to all federal, State, and local laws, rules,
and regulations. The applicable law for any legal disputes arising out of this
Agreement is the law of the State of Texas, and such form and venue for such
disputes is the appropriate district, county, or justice court in and for Nueces
County, Texas.
25. Entire Agreement. This Agreement constitutes the entire agreement between the
parties concerning the subject matter of this Agreement and supersedes all prior
negotiations, arrangements, agreements and understandings, either oral or
written, between the parties
CONTRACTOR
Signature:
Service Agreement Standard Form Page 6 of 7
Approved as to Legal Form October 1, 2018
Printed Name: Scott Maccabe
President and CEO
Title: Toshiba America Business Solutions, Inc.
Date: November 27, 2018
CITY OF CORPUS CHRISTI
E
Kim Baker
Assistant Director of Finance - Purchasing Division
Date: VZ. 1Z. 1 5
ATTEsr: -�
A ROVED AS O LEGAL FORM: REB CCA HUERTA
CITY SECRETARY
464) 131/4
Assistant City Attorney Date
Attached and Incorporated by Reference:
Attachment A: Scope of Work
Attachment B: Bid/Pricing Schedule
Attachment C: Insurance and Bond Requirements
Attachment D: Warranty Requirements
Incorporated by Reference Only:
Exhibit 1 : DIR contract DIR-TSO-3042
Nutt
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SECETA•
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ATTACHMENT A: SCOPE OF WORK
1852
SCOPE OF WORK:
Project: Toshiba Copier Lease Equipment
Project Location: City Wide
1.0 Background
Contractor will provide the lease of 109 new multifunction devices to the City of
Corpus Christi. Contractor will install all new machines at the locations provided by
the Contract Administrator. Installation dates will be scheduled with and approved
by the Contract Administrator.
1.1 Demonstration and Implantation
A. Contractor will provide two multifunction devices, one black/white and one
color, for demonstration and implantation purposes only.
B. Contractor will deliver the two multifunction devices at City Hall at 1201 Leopard
Street, Corpus Christi, Texas 78401 . Delivery, at no additional cost to the City, will
be scheduled through Contract Administrator.
1.2 Configuration
A. Contractor will perform the following configuration items on each copier prior
to installation:
1 . Disable Appletalk, IPX, FTP, and Wireless Protocols.
2. Change all default passwords for user, administrative and technician access for
web interface. Contractor will coordinate with the City's IT Staff to create secure
passwords.
3. Coordinate with City IT Staff to change default SNMP community strings and
add requested SNMP community strings.
4. Configure LDAP settings to allow query of LDAP for scan to email.
5. Setup and configure network settings based on IP address/location settings
provided by City IT Staff.
6. Default to black and white copying and printing.
7. Disable cover page printing by default.
Page 1 of 3
8. Configure and provide training on the print to secure hold, release hold
capabilities. Contractor will provide applicable training documents for
distribution.
9. Provide appropriate drivers (32 and 64 bit) for print server and local installation.
10.Configure email server and all associated settings. City IT Staff will provide setting
requirements.
1 1 .Set appropriate send settings for PDF compression, image type, max email size.
All emails should be PDF and sent as attachments.
12.Automatic meter read software (ex: FMAudit).
13.Provide City IT staff with specifications on any software that needs to be installed
locally.
14.Install latest firmware updates twice per year.
1.3Maintenance
A. Contractor will manage full maintenance to include all labor, all parts (including
drums), all service, all travel and all regular and preventative maintenance. A
guaranteed maintenance service shall be included in the monthly rate.
Document output device maintenance service shall be provided for all
document output devices installed.
B. Contractor will repair or adjust the machines as required to maintain them in
good working order. These costs are borne by the Contractor and are inclusive
in the monthly cost.
C. Contractor will provide preventative maintenance based upon specific needs
of the individual machines as determined by the Contractor in accordance with
manufacturer specifications. Preventative maintenance will include, but not be
limited to, lubrication, necessary adjustments and replacement of
unserviceable parts, with at least one preventative maintenance inspection per
quarter.
D. If document output device(s) is not in operation within twenty-four hours of a
reported outage, the Contractor must furnish a document output device of the
same specifications at no additional cost to the City until the inoperable
document output devise is operational.
E. Contractor will provide a free loaner product if the machine is out-of-service
more than two consecutive business days or requires off-site service.
F. Contractor shall provide a service log (service history on the machine) on any
machine when requested by the City. This history will provide the cause for the
breakdown and length of time it is down. If the down time is determined to be
operator error, misuse or abuse by the City, the downtown will not be
considered in accessing satisfactory machine performance.
G. Contractor will maintain a 95% or better average fleet uptime calculated on a
rolling quarterly basis.
H. Contractor will provide an average on-site response time of four to six business
hours upon receipt of the call.
I. Contractor will perform all services between normal business hours Monday
through Friday, 8:00 AM to 5:00 PM.
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J. After termination of the lease and prior to returning the multifunction devices to
Toshiba America Business Solutions, Inc., IT department will request to either have
the hard drive wiped or returned to the City of Corpus Christi due to highly
confidential information.
• Page 3 of 3
ATTACHMENT B:BID/PRICING SCHEDULE
TOSHIBA City of Corpus Christi
Leading Innovation `°»
11/26/2018 Lisa Turner
ACCOUNT NAME CITY OF CORPUS CHRISTI
DEALER NAME Toshiba Business Solutions TX-NM
EFFECTIVE DATE 29-Aug-16
EXPIRATION DA > 28-Feb-19
PRICING ID 126897
PRICING INCLUDES:UNLIMITED B/W COPIES FOR ALL UNITS
PRICING INCLUDES:ALL SERVICE,SUPPLIES&STAPLES FOR ALL UNITS
PRICING INCLUDES:DELIVERY INSTALLATION& CONNECTIVITY FOR ALL UNITS
36 Mth
FMV
keKdOtiOn
36 Mth
Per Bid # of FMV
Model # Units
e-3008A#1 12 $919.68
e-3008A#2 1 $88.90
e-3008A#3 1 $98.76
e-3008A#4 27 $2,335.52
e-3508A#1 1 $89.16
e-3508A#2 1 $101.42
e-3508A#3 1 $99.02
e-5008A#1 4 $527.11
e-5008A#2 1 $144.04
e-5008A#3 1 $153.90
e-5008A#4 4 $566.56
e-5508A#1 1 $196.97
e-5508A#2 1 $206.83
e-2505AC 3 $354.20
e-3505AC #1 10 $1,283.53
e-3505AC #2 2 $281.22
e-3505AC #3 1 $154.95
e-3505AC #4 26 $3,593.56
e-4505AC #1 1 $140.41
e-4505AC #2 1 $152.67
e-4505AC #3 1 $162.53
e-4505AC #4 6 $901.65
e-7506ACT 2 $724.33
Equipment&Unlimited B/W Copies = 109 $13,276.91
w/ Unlimited B/W Copies Per Mth Per Mth
All Color Copies Billed @ .0335
TABS reserves the right to correct any errors. Pricing is confidential. Pricing is not for distribution and may not be published onto a public website.
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ATTACHMENT C: INSURANCE AND BOND REQUIREMENTS
CONTRACTOR'S LIABILITY INSURANCE
A. Contractor must not commence work under this contract until all insurance required has
been obtained and such insurance has been approved by the City. Contractor must
not allow any subcontractor, to commence work until all similar insurance required of
any subcontractor has been obtained.
B. Contractor must furnish to the City's Risk Manager and Contract Administrator one (1)
copy of Certificates of Insurance with applicable policy endorsements showing the
following minimum coverage by an insurance company(s) acceptable to the City's Risk
Manager. The City must be listed as an additional insured on the General liability and
Auto Liability policies by endorsement, and a waiver of subrogation endorsement is
required on all applicable policies. Endorsements must be provided with Certificate of
Insurance. Project name and/or number must be listed in Description Box of Certificate
of Insurance.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30-day advance written notice of Bodily Injury and Property Damage
cancellation, non-renewal, material Per occurrence - aggregate
change or termination required on all
certificates and policies.
COMMERCIAL GENERAL LIABILITY $1,000,000 Per Occurrence
including: $1,000,000 Aggregate
1. Commercial Broad Form
2. Premises - Operations
3. Products/Completed
Operations
4. Contractual Liability
5. Independent Contractors
6. Personal Injury- Advertising Injury
AUTO LIABILITY (including) $1,000,000 Combined Single Limit
1 . Owned
2. Hired and Non-Owned
3. Rented/Leased
WORKERS'S COMPENSATION Statutory and complies with Part II
(All States Endorsement if Company is of this
not domiciled in Texas) Exhibit.
Employer's Liability $500,000/$500,000/$500,000
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C. In the event of accidents of any kind related to this contract, Contractor must furnish
the Risk Manager with copies of all reports of any accidents within 10 days of the
accident.
II. ADDITIONAL REQUIREMENTS
A. Applicable for paid employees, Contractor must obtain workers' compensation
coverage through a licensed insurance company. The coverage must be written on a
policy and endorsements approved by the Texas Department of Insurance. The
workers' compensation coverage provided must be in statutory amounts according to
the Texas Department of Insurance, Division of Workers' Compensation. An All States
Endorsement shall be required if Contractor is not domiciled in the State of Texas.
B. Contractor shall obtain and maintain in full force and effect for the duration of this
Contract, and any extension hereof, at Contractor's sole expense, insurance coverage
written on an occurrence basis by companies authorized and admitted to do business
in the State of Texas and with an A.M. Best's rating of no less than A- VII.
C. Contractor shall be required to submit renewal certificates of insurance throughout the
term of this contract and any extensions within 10 days of the policy expiration dates.
All notices under this Exhibit shall be given to City at the following address:
City of Corpus Christi
Attn: Risk Manager
P.O. Box 9277
Corpus Christi, TX 78469-9277
D. Contractor agrees that, with respect to the above required insurance, all insurance
policies are to contain or be endorsed to contain the following required provisions:
• List the City and its officers, officials, employees, and volunteers, as additional insureds
by endorsement with regard to operations, completed operations, and activities of or
on behalf of the named insured performed under contract with the City, with the
exception of the workers' compensation policy;
• Provide for an endorsement that the "other insurance" clause shall not apply to the City
of Corpus Christi where the City is an additional insured shown on the policy;
• Workers' compensation and employers' liability policies will provide a waiver of
subrogation in favor of the City; and
• Provide thirty (30) calendar days advance written notice directly to City of any,
cancellation, non-renewal, material change or termination in coverage and not less
than ten (10) calendar days advance written notice for nonpayment of premium.
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E. Within five (5) calendar days of a cancellation, non-renewal, material change or
termination of coverage, Contractor shall provide a replacement Certificate of
Insurance and applicable endorsements to City. City shall have the option to suspend
Contractor's performance should there be a lapse in coverage at any time during this
contract. Failure to provide and to maintain the required insurance shall constitute a
material breach of this contract.
F. In addition to any other remedies the City may have upon Contractor's failure to provide
and maintain any insurance or policy endorsements to the extent and within the time
herein required, the City shall have the right to order Contractor to stop work hereunder,
and/or withhold any payment(s) which become due to Contractor hereunder until
Contractor demonstrates compliance with the requirements hereof.
G. Nothing herein contained shall be construed as limiting in any way the extent to which
Contractor may be held responsible for payments of damages to persons or property
resulting from Contractor's or its subcontractor's performance of the work covered
under this contract.
H. It is agreed that Contractor's insurance shall be deemed primary and non-contributory
with respect to any insurance or self insurance carried by the City of Corpus Christi for
liability arising out of operations under this contract.
I. It is understood and agreed that the insurance required is in addition to and separate
from any other obligation contained in this contract.
2018 Insurance Requirements
Communication
Toshiba Lease Agreement for Copier Service, Maintenance and Repairs
10/30/2018 sw Risk Management
Valid Through 12/31/2018
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ATTACHMENT D: WARRANTY REQUIREMENTS
Section 8 (A) & (B) is null for this service agreement.
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