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SERVICE AGREEMENT NO. 1937
Battery Replacement for CCFD
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THIS Battery Replacement for CCFD Agreement ("Agreement") is entered into by
and between the City of Corpus Christi, a Texas home-rule municipal
corporation ("City") and Noyesmen Inc., dba Interstate Batteries of South Texas
("Contractor"), effective upon execution by the City Manager or the City Manager's
designee ("City Manager").
WHEREAS, Contractor has bid to provide Battery Replacement for CCFD in
response to Request for Bid/Proposal No. 1937 ("RFB/RFP"), which RFB/RFP includes the
required scope of work and all specifications and which RFB/RFP and the Contractor's
bid or proposal response, as applicable, are incorporated by reference in this
Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its
entirety.
NOW, THEREFORE, City and Contractor agree as follows:
1. Scope. Contractor will provide Battery Replacement for CCFD ("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 one year, 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 one-year 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
$27,618.70, 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.
C2019-071
2/19/19
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Interstate Batteries of South Texas )er 1, 2018
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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:
Ernie Villarreal
Fire Department
Phone: 361-826-8424
ErnieV@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: Ernie Villarreal
Title: Fire Captain
1501 Holly Road, Corpus Christi, Texas 78417
Phone: 361-826-8424
Fax: 361-826-4451
Service Agreement Standard Form Page 4 of 7
Approved as to Legal Form October 1, 2018
IF TO CONTRACTOR:
Interstate Batteries of South TX, dba Noyesmen, Inc.
Attn: Justin Casarez
Title: Sales Manager
4903 Ambassador Row, Corpus Christi, Texas 78416
Phone: 361-854-5000
Fax: 361-854-5415
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.
(A) 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.
(B) Alternatively, the City Manager may terminate this Agreement for
convenience upon 30 days advance written notice to the Contractor. The City
Manager may also terminate this Agreement upon 24 hours written notice to the
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Contractor for failure to pay or provide proof of payment of taxes as set out in this
Agreement.
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
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. this Agreement (excluding attachments and exhibits);
B. its attachments;
C. the bid solicitation document including any addenda (Exhibit 1); then,
D. the Contractor's bid response (Exhibit 2).
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.
Service Agreement Standard Form Page 6 of 7
Approved as to Legal Form October 1, 2018
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: (. (2
Printed Name:
Title: ceie$ 1�1«�5 e r
Date:
CITY OF CORPUS CHRISTI
Kim Baker
Assistant Director of Finance —Purchasing Division
Date: 2 . Z.O . Vct REBE CA HUERTA
CITY SECRETARY
Attached and Incorporated by Reference: WZO ti DZ�i
Attachment A: Scope of Work .............1AUI
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Attachment B: Bid/Pricing Schedule !
Attachment C: Insurance and Bond Requirements
Attachment D: Warranty Requirements /^•�
SECRETA��
Incorporated by Reference Only:
Exhibit 1: RFB/RFP No. 1848
Exhibit 2: Contractor's Bid/Proposal Response
Service Agreement Standard Form Page 7 of 7
Approved as to Legal Form October 1,2018
Attachment A: Scope of Work
1. General Requirements/Background Information
The Contractor shall provide Battery Replacement Services for the Corpus
Christi Fire Department twice monthly, but not limited to emergency
deliveries including after hours, holidays and weekend, as may be required
in some circumstances. Services will include unforeseen needs for the
department. Battery replacement include, Rescue vehicles, EMS vehicles,
and Staff vehicles.
2. Scope of Work
A. The Contractor shall remove, replace, and dispose/recycle batteries in a
designated area.
B. The Contractor shall provide battery removal and disposal to an EPA
approved facility, with all tracking documentation.
C. The Contractor shall provide a battery monitoring system-detailed report
of service activities completed during the battery replacement visit, to
include request for maintenance number (RFM) and unit number.
D. The Contractor shall test CCA (cold crank amp) with CCFD test
equipment and batteries must test to specified cold cranking amps, with
no exceptions.
E. Stock should be rotated a minimum of every three months or when
batteries do not test to specifications.
F. The Contractor shall provide battery replacement services on a per
battery basis.
G. The Contractor shall keep batteries in an environment that adheres to
manufacturer defined specifications.
3. Work Site and Conditions
A. Pick-up and Delivery: The Contractor is required to check and restock
on a twice monthly schedule to the Corpus Christi Fire Department.
Technician will re-stock and remove any used and out dated batteries at
the battery staging area.
Page 1 of 3
B. Schedule: Pick-up and Delivery time shall be between 8:00am and
5:00pm CT. The Contractor must immediately contact the Contract
Administrator to resolve or request any deviations in the schedule.
C. Holidays: Contract services are not required on City observed holidays.
When a holiday falls on a Sunday, the following business day shall be
considered a holiday. When any holiday falls on a Saturday, the
preceding Friday shall be considered a holiday. In addition, any day
may be designated a holiday by proclamation of the Mayor, upon
approval of the City Council.
CITY RECOGNIZED HOLIDAYS
1. The first day of January (New Year's Day)
2. The last Monday of May (Memorial Day)
3. The fourth day of July (Independence Day)
4. The first Monday of September (Labor Day)
5. The fourth Thursday and Friday of November (Thanksgiving Day)
6. The 25th day of December (Christmas Day)
4. Safety Requirements
A. Contractor shall keep metal tools and other metallic objects away from
batteries.
B. Contractor shall inspect for defective cables, loose cables, corrosion,
cracked cases or covers, loose hold-downs and deformed or loose
terminal posts.
C. Contractor shall replace worn or unserviceable parts.
D. Contractor shall wear all personal protective equipment (PPE) while
handling batteries.
5. Special Instructions
A. Contractor is to dispose of batteries that are old, damaged, and
defective, Batteries will be handled as universal waste.
B. Warranties: Each battery without limitations, will be guaranteed against
defects in material and workmanship for a term no less than 12 months,
or the manufacturers standard warranty, whichever is longer.
C. Pricing includes all expenses including labor and travel.
Page 2 of 3
D. Contractor shall be responsible for freight to return defective or incorrect
items.
E. Consignment rack should stock the following batteries at all times: 6 each
- 31 MHD, 6 each -MTZ-48/H6, 4 each - MTX-94-R/H7, and 2 each - MTZ
-65
F. Contractor will charge core charge if no battery is exchanged when
battery is dropped off.
Page 3 of 3
Attachment C: Insurance and Bond Requirements
A. CONTRACTOR'S LIABILITY INSURANCE
1. 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 the subcontractor has been obtained.
2. Contractor must furnish to the City's Risk Manager and Contract Administrator (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 GL, AL and WC if applicable. 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 B
(All States Endorsement if Company is of this Exhibit.
not domiciled in Texas)
Employers Liability $500,000/$500,000/$500,000
POLLUTION LIABILITY $1,000,000 Per Incident Limit
(Including Cleanup and Remediation) $1,000,000 Aggregate
Page 1 of 3
3. 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.
B. ADDITIONAL REQUIREMENTS
1. 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.
2. 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.
3. 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
4. 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.
Page 2 of 3
5. 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.
6. 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.
7. 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.
8. 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.
9. 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
Purchasing - Fire Department
Battery Replacement Services Bi-Weekly
11/2/2018 sw Risk Management
No Bond required for this service.
Page 3 of 3
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Attachment B: Bid/Pricing Schedule
CITY OF CORPUS CHRISTI
t(Lr7::::t:ffiziLlli PURCHASING DIVISION
/ BiD FORM
Ysg2-i RFB No. 1937
Battery Replacement for CCFD
Date:
12/i3//f3PAGE 1 OF 1
6c4 Authorized SI
Bidder: - sf`' e T c�e5 v�Sn �� ' Signature: J _ —y=
1. Refer to "Instructions to Bidders" and Contract Terms and Conditions before
completing bid.
2. Quote your best price for each item.
3. in submitting this bid, Bidder certifies that:
a. the prices in this bid have been arrived at independently, without consultation,
communication, or agreement with any other Bidder or competitor, for the
purpose of restricting competition with regard to prices.
b. Bidder is an Equal Opportunity Employer, and the Disclosure of Interest information
on file with City's Purchasing office, pursuant to the Code of Ordinances, is current
and true.
c. Bidder is current with all taxes due and company is in good standing with all
applicable governmental agencies.
d. Bidder acknowledges receipt and review of all addenda for this RFB.
*Quantities shown are estimates only.
Item Description UNIT QTY Unit Price Total Price
1 31-MHD (950 CCA) EA 60 //c.95 G9 51,00
2 MTZ-48/H6 (730 CCA) EA 50 20 7,9 5- 10 3 9 7.50
3 MTZ-65 (770 CCA) EA 18 Z-181/5 3`Iy/ , /o
4 MTX-94-R/H7 (850 CCA) EA 18 i T5,615 35Z7, 10 ,
5 MT-59 _ EA 10 95,q5 _ 955, 50
6 MTP-90/T5 EA 4 92.,55 57/ 40
7 MTP-96R EA 6 100 ,9 S X05, 70
8 SP-35 EA 20 `(2.,95 g'57,00
9 , Core Charges _ EA 50 ,00 o o
Total , 776,i8.-70
Attachment D: Warranty Requirements
Each battery without limitation, will be guaranteed against defects in material
and workmanship for a term no less than 12 months, or the manufacturers
standard warranty, whichever is longer.
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