HomeMy WebLinkAboutC-5387(D) - Facilities Relocation Agreement (Relocation Under SCA Tariff Rile 20B - Applicant to Install Ducts/Subtructures)FACILITIES RELOCATION AGREEMENT
(RELOCATION UNDER SCE TARIFF RULE 20B - APPLICANT TO INSTALL
DUCTS/SU BSTRUCTU RES)
This Facilities Relocation Agreement ("Agreement") is made and entered into this 13 day
of December, 2018 (the "Effective Date") by and between Southern California Edison Company, a
California corporation ("SCE"), and the City of Newport Beach (the "Applicant"). SCE and the
Applicant are sometimes individually referred to herein as a "Party" and collectively as the
"Parties".
RECITALS
WHEREAS, the Applicant, as a public entity, is coordinating with the developer of a
Residential project (the "Project") within that area generally depicted in the attached Exhibit A (the
"Project Location").
WHEREAS, SCE currently operates and maintains certain transmission, facilities
(collectively the "SCE Facilities") within and proximate to the Project Location.
WHEREAS, the Applicant has determined that implementation of the Project will require
the relocation of portions of the SCE Facilities and, to that end, the Applicant has requested that
SCE relocate some or all of the SCE Facilities.
WHEREAS, subject to the terms and provisions set forth herein, SCE is willing and able to
relocate the identified SCE Facilities in order to accommodate the Project.
NOW, THEREFORE, IT IS MUTUALLY AGREED BY AND BETWEEN THE APPLICANT AND SCE
AS FOLLOWS:
AGREEMENT
1. SCOPE OF WORK
The Project will require that certain of SCE's overhead transmission, facilities be relocated
underground ("the Relocation"). The Applicant hereby represents that the area to be
undergrounded includes both sides of a street for at least one block or 600 feet, whichever is
lesser, and all existing overhead communication and electric distribution facilities within the
area will be removed. The Relocation will be performed in accordance with SCE's Tariff Rule 20:
Replacement of Overhead with Underground Electric Facilities, Section B ("Rule 20B"), which is
incorporated herein by this reference. The Scope of Work for the Relocation is as follows:
Rule 20B conversion of overhead to underground relocation, which includes, but not limited to;
two (2) TSP risers and two (2) vaults and removal of power poles on Jamboree Rd in conflict with
development west side of Jamboree Blvd@ Fairchild Rd in the City of Newport Beach.
2. RELOCATION PLANS
a. Approved Relocation Plans. In furtherance of the Applicant's request, SCE
has prepared certain plans/designs that identify (i) the SCE Facilities that will be impacted by
the Project and (ii) the relocation areas for the affected SCE Facilities (the "Relocation Plans").
Copies of the Relocation Plans are attached hereto as Exhibit B. The Applicant expressly
acknowledges that (a) it has reviewed and approved the Relocation Plans and (b) the Relocation
Plans do not present any conflicts with the Applicant's development plans for the Project, nor
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Rule 20B - Applicant to Install Ducts/Substructures
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do the Relocation Plans conflict with any other non -SCE utilities that are located, or will be
located, in the Project Location. It is the Applicant's sole responsibility to ensure that no
conflicts exist between the Relocation Plans and the Applicant's development plans or other
non -SCE utilities, and to timely inform SCE of the need for any refinements, modifications, or
revisions to the Relocation Plans to resolve any such conflicts that may later arise, all in
accordance with subsections (b) - (d) below.
b. Refinements to Plans. Depending upon the design status of the Project
as of the Effective Date, the Parties acknowledge that refinements and/or adjustments to
portions of the Relocation Plans may be required in order to eliminate minor conflicts. In such
instance, SCE shall prepare such refinements to the Relocation Plans as may be necessary in
order to address/eliminate said conflicts. The refined Relocation Plans shall be presented to
the Applicant for review and approval; SCE shall not commence the Relocation Work (see
Section 4, below) unless and until the Applicant has reviewed and approved the refined
Relocation Plans. The Applicant shall be responsible for all costs and expenses reasonably
incurred by SCE in relation to SCE's refinement of the Relocation Plans.
c. Revised Plans. In the event that modifications/revisions to the Relocation
Plans are required in order to accommodate changes to the Project (including the elimination of
conflicts with the Applicant's development plans), to resolve conflicts with other non -SCE
utilities within the Project area, or to address other changed circumstances, then SCE shall
prepare such modifications/revisions as are necessary to address said changes and shall
present same to the Applicant for review and approval. The Applicant shall be responsible for
all costs and expenses reasonably incurred by SCE in relation to SCE's preparation of the
modifications/revisions to the Relocation Plans.
d. Potential Project Delays. The Applicant expressly acknowledges that the
preparation of refined, modified and/or revised Relocation Plans may cause delays in SCE's
performance of the Relocation Work, and that said delays could impact the development
schedule for the Project. The Parties agree that SCE shall not have any liability or obligation to
the Applicant (or others) in the event that the preparation of refined, modified and/or revised
Relocation Plans results in delays in the Project.
3. ACQUISITION OF LAND RIGHTS
The Applicant shall be responsible for securing all land rights required by SCE to allow SCE to
relocate, construct and permanently operate and maintain the SCE Facilities on the areas
depicted in the Relocation Plans (the "Relocation Areas"). The land rights acquired by the
Applicant (the "SCE Land Rights") shall be in a form prescribed by SCE (the "SCE Land Rights
Form"); SCE shall provide the SCE Land Rights Form to the Applicant.
The SCE Land Rights shall also include permanent rights of ingress/egress that allow SCE to
gain reasonable, unimpeded and non -escorted access to and from the Relocation Areas and the
SCE Facilities (whether over lands owned by the Applicant or otherwise). In connection with the
acquisition of the SCE Land Rights, the Applicant shall be responsible for clearing all
encumbrances identified by SCE that could interfere with the Relocation Work and the exercise
of the SCE Land Rights on/about the Relocation Areas (including access thereto/therefrom).
Unless otherwise agreed (in writing) by SCE, the SCE Land Rights shall be granted directly to
SCE. Notwithstanding any provision herein to the contrary, SCE will not begin the Relocation
Work unless and until all required SCE Land Rights have been executed, in writing, and
presented to and approved by SCE.
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4. RELOCATION WORK
Following (i) the Parties' confirmation of the finality of the Relocation Plans and (ii) the
Applicant's acquisition (and SCE's approval) of the SCE Land Rights, SCE shall cause the SCE
Facilities to be removed and relocated to the Relocation Areas in accordance with the Relocation
Plans (the "Relocation Work"). SCE and the Applicant shall perform the Relocation Work in
accordance with all applicable laws, rules and regulations.
a. Work to Be Performed by SCE
1. SCE shall procure and install all materials related to its electrical system - for
example: cable, transformers, switches, capacitors, meters, and connectors -
except the ducts and substructures as defined in Rule 20B.2.a, which are to
be procured and installed by the Applicant. SCE shall provide all engineering
work related to the relocation of said electrical facilities.
2. SCE shall inspect and approve all ducts and substructures procured and
installed by the Applicant before SCE begins the installation of the
underground facilities.
3. SCE shall, at no cost to the Applicant, remove its overhead electrical facilities
after the underground facilities have been installed, energized, and placed into
permanent service.
4. Except as stated in Section 9 below, SCE and the Applicant shall each separately
be responsible for obtaining all permits required to complete the portion of
the work for which each Party is responsible under this Agreement, unless the
Parties agree otherwise in writing.
b. Work to Be Performed by Applicant
1. The Applicant, at no cost to SCE, is responsible for providing SCE with any
required street improvement or site plans reflecting the location of all existing
and proposed underground and/or overhead structures and/or facilities.
2. The Applicant, at no cost to SCE, shall procure and install the pads and vaults
for transformers and associated equipment, conduits, ducts, boxes, and
poles bases, and perform other work related to structures and substructures
including breaking of pavement, trenching, backfilling, and repaving in
connection with the installation of the underground system, all in accordance
with the Relocation Plans, subject to inspection and approval by SCE.
3. The Applicant shall notify SCE 48 hours prior to construction or installation
of the ducts and substructures so that SCE can schedule the required
inspection.
4. The Applicant shall provide SCE with "As -Built" drawings.
5. The Applicant, at no cost to SCE and subject to SCE's approval and acceptance,
will grant SCE, in writing, ownership of all ducts and substructures installed
pursuant to this Agreement. The Applicant warrants and represents that the
ownership of the installed ducts and substructures, and each and every
component thereof, as approved by SCE, will pass to SCE free and clear of any
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and all liens and encumbrances.
6. After the Applicant has completed installation of all ducts and substructures,
and the ducts and substructures have been inspected and approved by SCE,
the Applicant shall furnish to SCE a schedule of all costs incurred in the
construction of the ducts and substructures. The purpose of this information
is to allow SCE to calculate the amount of Income Tax Component of
Contribution ("ITCC") that will be charged on the ducts and substructures
installed by the Applicant. SCE must have this information before SCE
energizes the underground facilities and de -energizes the overhead facilities.
As part of the project reconciliation, SCE will provide a statement of ITCC for
the project, which includes the ITCC charged on the ducts and substructures
installed by the Applicant.
S. COST ALLOCATION
Applicant is exclusively responsible for all costs and expenses associated with SCE's
implementation of the Relocation Plans including, but not limited to, the costs and expenses
associated with (i) SCE's preparation of the Relocation Plans (and any revisions thereto and
refinements thereof), (ii) SCE's performance of the Relocation Work and (iii) the Applicant's
acquisition of the SCE Land Rights SCE may provide Applicant with credits with respect to the
Relocation as required by its applicable Tariff Rules of service.
Applicant shall reimburse SCE for costs and expenses incurred by SCE in accordance with the
provisions of Section 6, below.
6. INITIAL COST ESTIMATE, PAYMENT(S) AND RECONCILIATION
a. Initial Cost Estimate. The total estimated cost for the Relocation Work for
which the Applicant is responsible is $1,093,000 (the "Initial Cost Estimate").
The Initial Cost Estimate does not include an Income Tax Component of Contribution ("ITCC")
based on SCE's understanding that this project is exempt from ITCC charges. In the event that
the Internal Revenue Service, state, city, and/or local governmental taxing authority determines
that this project is taxable, the Applicant will reimburse SCE for the full amount of the tax
liability, plus interest, penalties, fees, and related costs. Such amounts will be paid to SCE
within 60 days after notification of such event by SCE to the Applicant. By execution of this
Agreement, the Applicant hereby acknowledges that this project is funded by the Applicant.
b. Prior Advances; Outstanding Balance. SCE has previously received an
engineering advance from the Applicant in the amount of $144,000 and an amount for long
lead time items of $200,000, which have been applied toward the total Initial Cost Estimate
owed by the Applicant. Thus, the total remaining balance due to SCE at this time is $749,000
(the "Outstanding Balance").
c. Payment of Outstanding Balance. Concurrent with the Applicant's
execution and delivery of this Agreement, the Applicant shall pay to SCE the Outstanding
Balance. The Outstanding Balance shall be delivered to SCE at the address shown in
Section 12.b, below, and shall reference the following SCE Project File Number: 747
Notwithstanding any provision herein to the contrary, the Applicant acknowledges and agrees
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that SCE will not begin the Relocation Work unless and until SCE has received the Outstanding
Balance.
d. Reconciliation. The Parties acknowledge that the Initial Cost Estimate is
valid only for a period of 90 days following the Effective Date, and that the costs associated
with SCE's performance of the Relocation Work could increase prior to SCE's completion of the
Relocation Work. Upon completion of the Relocation Work (or the cancellation of the Project or
termination of this Agreement), the Applicant will be responsible for paying the total costs and
expenses actually incurred by SCE for which the Applicant is responsible under this Agreement
in relation to implementation of the Relocation Plans. Thus, at the completion of the Relocation
Work (or upon the cancellation of the Project or termination of this Agreement), SCE will
calculate the total actual costs and expenses for which the Applicant is responsible hereunder,
and the Applicant will be provided with a final invoice identifying said costs and expenses. The
Applicant will be billed or refunded, as applicable, for any difference between the amounts paid
by the Applicant hereunder and the actual costs and expenses incurred by SCE. Any amount
owed to SCE shall be due no later than 30 days after the Applicant's receipt of the final invoice.
Similarly, any amount owed by SCE to the Applicant shall be refunded by SCE to the Applicant
within 30 days following SCE's preparation and delivery of the final invoice.
If the Applicant fails to pay the final invoice within 30 days of receipt, the Applicant is
responsible for paying to SCE, in addition to the invoiced amount, any and all costs incurred by
SCE to collect the past due amount, including but not limited to, collection agency fees and
court costs, but excluding attorneys' fees.
7. PROJECT SCHEDULING
The Parties acknowledge and agree that completion of the Relocation Work is contingent upon
mutually acceptable schedules, which, among other things, limit impacts on customers of SCE,
available resources, the timely obtaining of permits, licenses, real property rights, and other
documents, outages or other key items and not being delayed by those forces described in
Section 8, below. The Parties shall work cooperatively and in good faith to timely meet all
mutually -acceptable schedules and to minimize delays or impacts on customers of SCE;
however, the Applicant expressly acknowledges and agrees that SCE offers no guarantees or
warranties regarding the completion date for the Relocation Work.
8. NO RESPONSIBILITY FOR DELAYS
SCE shall not be responsible or liable to the Applicant (or others) for any delay in its
performance hereunder, or for any delays in the Project, due to any reason including, but not
limited to: shortage of labor or materials, delivery delays, major equipment breakdown, Toad
management, strikes, labor disturbances, war, riot, insurrection, civil disturbance, weather
conditions, epidemic, quarantine restriction, sabotage, act of public enemy, earthquake,
governmental rule, regulation or order, including orders of judgments of any court or
commission, requirement of additional or separate Environmental Impact Reports requested by
the California Public Utilities Commission ("CPUC"), delay in receiving a Certificate of Public
Convenience and Necessity from the CPUC, delay in obtaining necessary rights of way, act of
God, or any cause or conditions beyond the control of SCE or the Applicant. The Applicant
expressly waives and releases any and all claims for damages against SCE arising out of any
delays in the Project unless due to SCE's sole negligence or willful misconduct.
9. COMPLIANCE WITH CEQA AND OTHER ENVIRONMENTAL LAWS
The Applicant, at no cost to SCE, but with SCE's reasonable cooperation, shall comply with the
requirements of the California Environmental Quality Act ("CEQA") and other environmental
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laws, as applicable, and shall prepare any and all Negative Declarations, Mitigated Negative
Declarations and/or Environmental Impact Reports which may be required by any agency or
entity having jurisdiction over the Project and the Relocation Work. The Applicant expressly
acknowledges that SCE is relying upon the Applicant's representations that the Relocation Work
is covered by the environmental documentation, clearances and permits issued (or to be issued)
in relation to the Project, and that the Applicant is responsible for satisfying all mitigation
requirements and conditions attendant to SCE's performance of the Relocation Work.
Notwithstanding any provision herein to the contrary, the Applicant acknowledges and agrees
that SCE will not begin the Relocation Work unless and until all environmental permits,
approvals, certifications and authorizations have been issued in relation to the Project and the
Relocation Work.
10. COOPERATION BY BOTH PARTIES; TIMELY COMMUNICATION
The Parties shall work cooperatively and in good faith to timely implement their respective
duties and obligations set forth herein. To that end, the Parties shall timely communicate with
one another regarding the status of the Project, the status of the Relocation Work, and ways
that the Parties may work together to facilitate the completion of this Agreement.
Notwithstanding any provision herein to the contrary, failure by the Applicant to timely respond
to requests for information by SCE shall be considered a default of this Agreement.
11. INDEMNIFICATION
The Applicant agrees, for itself, and for its agents, contractors, and employees, to save
harmless, defend, and indemnify SCE, its officers, agents, contractors, and employees, and its
successors and assigns, from and against all claims, loss, damage, actions, causes of action,
expense and/or liability arising from or growing out of loss or damage to property, including
SCE's own personal property, or injury to or death of persons, including employees of SCE,
resulting in any manner whatsoever, directly or indirectly, by reason of the Applicant's Project
necessitating the subject work. Applicant's duty to indemnify SCE includes, without limitation,
claims against SCE regarding approvals given by Applicant for SCE's plans, claims against SCE
pertaining to the location and/or underlying real property rights for SCE's facilities in new
locations (as may be applicable), and claims against SCE for the removal and/or remediation of
pre-existing environmental contamination (provided such contamination was not caused by
SCE). Applicant shall not be excused of its duty to indemnify for SCE's ordinary negligence, but
shall be excused to the extent claims, losses, or damages are attributable to SCE's sole
negligence, gross negligence, or willful misconduct.
SCE agrees, for itself, and for its agents, contractors, and employees, to save harmless, defend,
and indemnify Applicant, its officers, agents, contractors, and employees, and its successors
and assigns, from and against all claims, loss, damage, actions, causes of action, expense
and/or liability arising from or growing out of loss or damage to property, including Applicant's
own personal property, or injury to or death of persons, including employees of Applicant,
resulting directly from the performance of SCE's construction and/or relocation work under this
Agreement. SCE shall not be excused of its duty to indemnify for Applicant's ordinary
negligence, but shall be excused to the extent claims, losses, or damages are attributable to
Applicant's sole negligence, gross negligence, or willful misconduct.
12. NOTICES, CORRESPONDENCE, AND PAYMENT ADDRESS
a. Notices and Correspondence. Any notices and correspondence provided
for in this Agreement, other than payments, to be given by either Party hereto to the other
shall be deemed to have been duly given when made in writing and deposited in the United
States mail, registered or certified and postage prepaid, addressed as follows:
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To SCE:
Ryann Higashi
Project Manager (Transmission)
Southern California Edison
1444 E. McFadden Ave, Bldg D
Santa Ana, CA 92705
To City of Newport Beach:
3300 jamboree Rd.
Newport Beach, CA 92663
Attention: Mike Sinacori
b. Payments: Any payments provided for in this Agreement shall be
forwarded to the addresses below.
To SCE:
Southern California Edison Company
P.O. Box 800
Rosemead, California 91771-0001
Attention: Accounts Receivable
To City of Newport Beach:
3300 jamboree Rd.
Newport Beach, CA 92663
Attention: Mike Sinacori
13. TERMINATION
a. Applicant's Right to Terminate Agreement. The Applicant shall have the
right to terminate this Agreement at any time upon written notice to SCE. If this Agreement is
terminated by the Applicant, the Applicant shall be responsible to SCE for all costs and
expenses actually incurred by SCE in connection with SCE's preparation of the Relocation Plans,
performance of the Relocation Work, and any other actions/activities under this Agreement,
notwithstanding the cost allocation provisions in Section 5, above. Additionally, Applicant shall
be responsible for any additional costs and expenses incurred by SCE as a result of the
termination, including but not limited to, restoring the SCE Facilities to a permanent operational
state; all costs for equipment and/or materials; and all costs or expenses related to the
cancellation of contracts, purchase orders, or other commitments or agreements entered into
up to and including the date of the notice of termination, between SCE and all parties furnishing
labor, materials, and services in connection with this Agreement. SCE shall prepare and deliver
to the Applicant an invoice that describes/identifies the costs and expenses thus incurred by
SCE. Within 30 days following SCE's delivery of said invoice, the Applicant shall pay to SCE the
amounts specified in the invoice.
b. Termination Due to Applicant's Default. If the Applicant is in default of
any of the terms, provisions, conditions, limitations and covenants of this Agreement, SCE may
give the Applicant written notice of default ("Default Notice"). If the Applicant does not cure
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such default within the time specified in the Default Notice, SCE has the right, but not the
obligation, to terminate this Agreement upon 30 days written notice to the Applicant (or such
lesser time as may be appropriate under the circumstances). Except as otherwise provided,
should SCE exercise such right of termination, SCE shall be entitled to payment for all costs and
expenses for materials, services, labor, overhead, and any other expenses related to the
performance of this Agreement thus incurred by SCE, up to and including the date of
termination, notwithstanding the cost allocation provisions in Section 5, above. SCE shall also
be entitled to payment for all costs and expenses required to effect the termination of this
Agreement, including but not limited to: all costs and expenses pertaining to the restoration of
the SCE Facilities to a permanent operational state; all costs for equipment and/or materials;
and all costs and expenses related to the cancellation of contracts, purchase orders,
commitments or other agreements entered into up to and including the date of the notice of
termination, between SCE and all parties furnishing labor, materials, and services in connection
with this Agreement. SCE shall prepare and deliver to the Applicant an invoice that
describes/identifies the costs and expenses thus incurred by SCE. Within 30 days following
SCE's delivery of said invoice, the Applicant shall pay to SCE the amounts specified in the
invoice.
14. IURISDICTION OF PUBLIC UTILITIES COMMISSION
This Agreement shall at all times be subject to such changes or modifications as the California
Public Utilities Commission may, from time to time, direct in the exercise of its jurisdiction
pursuant to the authority conferred upon it by law.
15. AMENDMENTS
The provisions of this Agreement shall not be altered or amended by any representations or
promises of any Party unless consented to in a writing executed by all Parties.
16. GOVERNING LAW
This Agreement shall be subject to and construed according to the laws of the State of
California.
17. HEADINGS
The captions and headings used in this Agreement are strictly for convenience and are not
intended to and shall not affect the Parties' rights and obligations, or the construction or
interpretation of this Agreement.
18. THIRD PARTY BENEFICIARIES
Nothing herein is intended to create any third party benefit.
19. NO AGENCY, PARTNERSHIP OR JOINT VENTURE
Nothing contained herein shall be deemed or construed as creating the relationship of principal
and agent or of partnership or of joint venture by and between the Parties hereto.
20. WAIVER
No waiver of any default or breach hereunder shall be implied from any omission to take action
on account thereof, notwithstanding any custom and practice or course of dealing. No waiver
by any Party of any provision under this Agreement shall be effective unless in writing and
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signed by such Party, and no waiver shall affect any default other than the default specified in
the waiver and then said waiver shall be operative only for the time and to the extent therein
stated. Waivers of any covenant shall not be construed as a waiver of any subsequent breach of
the same.
21. DUPLICATE ORIGINALS AND ELECTRONIC SIGNATURES
This Agreement may be executed in duplicate originals, each of which, when so executed and
delivered, shall be an original but such counterparts shall together constitute one instrument
and agreement. The exchange of copies of this Agreement and of signature pages by facsimile
transmission, Portable Document Format (i.e., PDF) or by other electronic means constitutes
effective execution and delivery of this Agreement as to the Parties and may be used in lieu of
the original Agreement for all purposes. This Agreement may be executed by way of an
electronic signature, in which case, said electronic signature shall have the same force and
effect as a written signature.
[THIS SPACE INTENTIONALLY LEFT BLANK; SIGNATURES TO FOLLOW]
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IN WITNESS WHEREOF, this Agreement and each and every term herein is agreed to by and
between the undersigned.
DATED:
DATED:_,-_, �• • l
DATED:__Z� L 3j q_
J3 1
DATED:
BY:
CITY OF NEWPORT BEACH, a
California Municipal Corporation
Diane B. Dixon
Mayor
ATTEST:
eilani I. Brown, City Clerk
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Aaron C. Harp, City Attorney
SOUTHERN CALIFORNIA EDISON COMPANY,
a California corporation
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Rule 20B - Applicant to Install Ducts/Substructures
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EXHIBIT A
Description of the Project Location
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Rule 20B - Applicant to Install Ducts/Substructures
EXHIBIT B
APPROVED RELOCATION PLANS
Please See Attached
Page 12 of 12 Transmission Project Management
Rule 20B - Applicant to Install Ducts/Substructures
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