08-0505_FUSCOE ENGINEERING INC_Personal Services Agreement0 0
PERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made, entered into, and shall become effective this 5th day
of May, 2008, by and between the San Juan Capistrano Community Redevelopment
Agency (hereinafter referred to as the "Agency") and Fuscoe Engineering, Inc.
(hereinafter referred to as the "Consultant").
RECITALS:
WHEREAS, Agency desires to retain the services of Consultant regarding the
Agency's proposal to prepare legal description and suitable exhibits for a LAFCO
application for boundary adjustment; and,
WHEREAS, Consultant is qualified by virtue of experience, training, education and
expertise to accomplish such services.
NOW, THEREFORE, Agency and Consultant mutually agree as follows:
Section 1. Scope of Work.
The scope of work to be performed by the City shall consist of those tasks as set
forth in Exhibit' A," attached and incorporated herein by reference. To the extent that there
are any conflicts between the provisions described in Exhibit "A" and those provisions
contained within this Agreement, the provisions in this Agreement shall control.
Section 2. Term.
This Agreement shall commence on the effective date of this Agreement and
services required hereunder shall continue until notified that said services are no longer
required, subject to 15 days notice of termination.
Section 3. Compensation.
3.1 Amount.
Total compensation for the services hereunder shall not exceed Thirteen
Thousand Dollars ($13,000) total contract amount including expenses, as set forth in
Exhibit 'A" attached and incorporated herein by reference.
3.2 Method of Payment.
Subject to Section 3.1, Consultant shall submit monthly invoices based on
total services which have been satisfactorily completed for such monthly period. The
Agency will pay monthly progress payments based on approved invoices in accordance
with this Section.
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3.3 Records of Expenses.
Consultant shall keep complete and accurate records of all costs and
expenses incidental to services covered by this Agreement. These records will be made
available at reasonable times to Agency.
Section 4. Independent Contractor.
It is agreed that Consultant shall act and be an independent contractor and not an
agent or employee of Agency, and shall obtain no rights to any benefits which accrue to
Agency's employees.
Section 5. Limitations Upon Subcontracting and Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals
and employees were a substantial inducement for Agency to enter into this Agreement.
Consultant shall not contract with any other entity to perform the services required without
written approval of the Agency. This Agreement may not be assigned, voluntarily or by
operation of law, without the prior written approval of the Agency. If Consultant is permitted
to subcontract any part of this Agreement by Agency, Consultant shall be responsible to
Agency for the acts and omissions of its subcontractor as it is for persons directly
employed. Nothing contained in this Agreement shall create any contractual relationships
between any subcontractor and Agency. All persons engaged in the work will be
considered employees of Consultant. Agency will deal directly with and will make all
payments to Consultant.
Section 6. Changes to Scope of Work.
For extra work not part of this Agreement, a written authorization from Agency is
required prior to Consultant undertaking any extra work. In the event of a change in the
Scope of Work provided for in the contract documents as requested by the Agency, the
Parties hereto shall execute an addendum to this Agreement setting forth with particularity
all terms of the new agreement, including but not limited to any additional Consultant's
fees.
Section 7. Familiarity with Work and/or Construction Site.
By executing this Agreement, Consultant represents that: (1) it has investigated the
work to be performed; (2) if applicable, it has investigated the work site(s), and is aware of
all conditions there; and (3) it understands the facilities, difficulties and restrictions of the
work to be performed under this Agreement. Should Consultant discover any latent or
unknown conditions materially differing from those inherent in the work or as represented
by Agency, it shall immediately inform the Agency of this and shall not proceed with further
work under this Agreement until written instructions are received from the Agency.
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Section 8. Time of Essence.
Time is of the essence in the performance of this Agreement.
Section 9. Compliance with Law.
Consultant shall comply with applicable laws, ordinances, codes and regulations of
federal, state and local government in force at the time services are performed.
Section 10. Conflicts of Interest.
Consultant covenants that it presently has no interest and shall not acquire any
interest, direct or indirect, which would conflict in any manner or degree with the
performance of the services contemplated by this Agreement. No person having such
interest shall be employed by or associated with Consultant.
Section 11. Copies of Work Product.
At the completion of the work, Consultant shall have delivered to Agency at least
one (1) copy of any final reports and/or notes or drawings containing Consultant's findings,
conclusions, and recommendations with any support documentation. All reports submitted
to the Agency shall be in reproducible format, or in the format otherwise approved by the
Agency in writing.
Section 12. Ownership of Documents.
All reports, information, data and exhibits prepared or assembled by Consultant in
connection with the performance of its services pursuant to this Agreement are confidential
to the extent permitted by law, and Consultant agrees that they shall not be made available
to any individual or organization without prior written consent of the Agency. All such
reports, information, data, and exhibits shall be the property of the Agency and shall be
delivered to the Agency upon demand without additional costs or expense to the Agency.
The Agency acknowledges such documents are instruments of Consultant's professional
services. Agency agrees to hold harmless and indemnify Consultant of any loss, claim,
liability, damages, injuries and expenses (including reasonable attorney fees) of every
nature arising out of the modification or inappropriate reuse of such documents.
Section 13. Indemnity.
To the fullest extent permitted by law, Consultant agrees to protect, and hold
harmless the Agency and its elective or appointive boards, officers, and employees from
any and all claims, liabilities, expenses, or damages of any nature, including reasonable
attorneys' fees, for injury or death of any person, or damages of any nature, including
interference with use of property, arising out of the negligence, recklessness and/or
intentional wrongful conduct of Consultant, Consultant's agents, officers, employees,
subcontractors, or independent contractors hired by Consultant in the performance of the
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Agreement. The only exception to Consultant's responsibility to protect and hold harmless
the Agency, is due to the negligence, recklessness and/or wrongful conduct of Agency, or
any of its elective or appointive boards, officers, agents, or employees.
This hold harmless agreement shall apply to all liability regardless of whether any
insurance policies are applicable. The policy limits do act as a limitation upon the amount
of indemnification to be provided by Consultant.
Section 14. Insurance.
On or before beginning any of the services or work called for by any term of this
Agreement, Consultant, at its own cost and expense, shall carry, maintain for the duration
of the agreement, and provide proof thereof that is acceptable to the Agency, the insurance
specified below with insurers and under forms of insurance satisfactory in all respects to
the Agency. Consultant shall not allow any subcontractor to commence work on any
subcontract until all insurance required of the Consultant has also been obtained for the
subcontractor. Insurance required herein shall be provided by Admitted Insurers in good
standing with the State of California and having a minimum Best's Guide Rating of A- Class
VII or better.
14.1 Comprehensive General Liability.
Throughout the term of this Agreement, Consultant shall maintain in full force
and effect Comprehensive General Liability coverage in an amount not less than one
million dollars per occurrence ($1,000,000.00), combined single limit coverage for risks
associated with the work contemplated by this agreement. If a Commercial General
Liability Insurance form or other form with a general aggregate limit is used, either the
general aggregate limit shall apply separately to the work to be performed under this
agreement or the general aggregate limit shall be at least twice the required occurrence
limit.
14.2 Comprehensive Automobile Liability.
Throughout the term of this Agreement, Consultant shall maintain in full force
and effect Comprehensive Automobile Liability coverage, including owned, hired and non -
owned vehicles in an amount not less than one million dollars per occurrence
($1,000,000.00).
14.3 Worker's Compensation.
If Consultant intends to employ employees to perform services under this
Agreement, Consultant shall obtain and maintain, during the term of this Agreement,
Worker's Compensation Employer's Liability Insurance in the statutory amount as required
by state law.
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14.4 Proof of Insurance Requirements/Endorsement.
Prior to beginning any work under this Agreement, Consultant shall submit
the insurance certificates, including the deductible or self -retention amount, and an
additional insured endorsement naming Agency, its officers, employees, as additional
insureds as respects each of the following: Liability arising out of activities performed by or
on behalf of Consultant, including the insured's general supervision of Consultant; products
and completed operations of Consultant; premises owned, occupied or used by
Consultant; or automobiles owned, leased, hired, or borrowed by Consultant. The
coverage shall contain no special limitations on the scope of protection afforded Agency,
its officers, employees.
14.5 Errors and Omissions Coverage
Throughout the term of this Agreement, Consultant shall maintain Errors and
Omissions Coverage (professional liability coverage) in an amount of not less than One
Million Dollars ($1,000,000). Prior to beginning any work under this Agreement, Consultant
shall submit an insurance certificate to the Agency's General Counsel for certification that
the insurance requirements of this Agreement have been satisfied.
14.6 Notice of Cancellation/Termination of Insurance.
The above policy/policies shall not terminate, nor shall they be cancelled, nor
the coverages reduced, until after thirty (30) days' written notice is given to Agency, except
that ten (10) days' notice shall be given if there is a cancellation due to failure to pay a
premium.
14.7 Terms of Compensation.
Consultant shall not receive any compensation until all insurance provisions
have been satisfied.
14.8 Notice to Proceed.
Consultant shall not proceed with any work under this Agreement until the
Agency has issued a written "Notice to Proceed" verifying that Consultant has complied
with all insurance requirements of this Agreement.
Section 15. Termination.
Agency shall have the right to terminate this Agreement without cause by giving
thirty (30) days' advance written notice of termination to Consultant.
In addition, this Agreement may be terminated by any party for cause by providing
ten (10) days' notice to the other party of a material breach of contract. If the other party
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does not cure the breach of contract, then the agreement may be terminated subsequent
to the ten (10) day cure period.
Section 16. Notice.
All notices shall be personally delivered or mailed to the below listed addresses, or
to such other addresses as may be designated by written notice. These addresses shall
be used for delivery of service of process:
To Agency: San Juan Capistrano Community Redevelopment Agency
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn: Douglas D. Dumhart
To Consultant: Fuscoe Engineering, Inc.
16795 Von Karman, Suite 100
Irvine, CA 92606
Attn: John Oliver
Section 17. Attorneys' Fees.
If any action at law or in equity is necessary to enforce or interpret the terms of this
Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and
necessary disbursements in addition to any other relief to which he may be entitled.
Section 18. Dispute Resolution.
In the event of a dispute arising between the parties regarding performance or
interpretation of this Agreement, the dispute shall be resolved by binding arbitration under
the auspices of the Judicial Arbitration and Mediation Service ("JAMS").
Section 19. Entire Agreement.
This Agreement constitutes the entire understanding and agreement between the
parties and supersedes all previous negotiations between them pertaining to the subject
matter thereof.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
APPROVED AS TO FORM:
4 rl /I � j it oLlf�-, f
Omar Sandoval, Agency Counsel
SAN JUAN CAPISTRANO
COMMUNITY REDEVEOPMENT AGENCY
Dave Adams, Executive Director
CONSULTANT
O C/
Jo Olivier, Regional President
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April 24, 2008
Mr, Douglas Dumhart
CITY OF SAN JUAN CAPISTRANO
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Re: Proposal — Flood Control property adjacent Lower Rosan Ranch
Dear Douglas
Enclosed, for your review, is a brief proposal concerning the Orange County Flood Control excess
property adjacent Lower Rosan Ranch. The proposal is based on our April 24, 2008 meeting. The
primary effort will be to prepare a legal description and exhibit suitable for your LAFCO process.
Additionally, we will prepare an aerial topographic base map of the excess property and the
surrounding area.
Thank you for your request. We feel we can best provide this service since we are already at work
on the Lower Rosan Ranch property and have most of the material needed. Upon approval of the
proposal, please initial and sign in the indicated areas and return via fax to (949) 225-6094 to the
attention of Portia Mina as our authorization to proceed. Please contact me if you have any
questions or comments.
Sincerely,
FUSCOE ENGINEERING, INC
John Olivier, P.E.
President
JO:sah
Enclosures
10795 Von Kennon, Sui Ie 100, Irvine, Co l ifornio 92606 lel 949 474.1960 fox 949.474.5315 www.fuscoc. con)
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Scope of Services & Fee Proposal
City of San Juan Capistrano
OCFCD Excess Property/Lower Rosan Ranch
April 24, 2008
PROJECT DESCRIPTION
Provide mapping services for OCFCD property adjacent City owned Lower Rosan Ranch. See
attached exhibit for limits.
MAPPING SERVICES
Task 1. Legal Description and Exhibit/Aerial Topography
Prepare on legal description and exhibit of OCFCD excess property suitable for LAFCO
processing. Includes lot closure calculation. Also, provide aerial topographic base
map of OCFCD property and adjacent Lower Rosan Ranch due to site topography
changes caused by auto dealership storage and access. Aerial topographic base map
to show one foot contours and task includes aerial target control. Deliverable to be a
legal description and exhibit, two copies of aerial survey and provide digital files.
Fee $13,000
Proposal Total $13,000
Client Initials
16795 Von Kounan, Suite 100, Irving California 92606 tel 949.474.1960 fox 949.474.5315 www,fuscoe.coni
Scope of Services &Fee Proposal •
City of San Juan Capistrano April 24, 2008
OCFCD Excess Property
Optional Services Available but Not Included
Computer Animations
Produce one (1) motion video using GIS to virtually tour the site in 3-D for public
hearings, presentations, and stakeholders.
Fee $18,000-$28,000
Visual Photo Simulations
Prepare one (1) set of view simulations for "before vs. after' comparisons of the
proposed site architecture from key or sensitive vantage points.
Fee $20,000430,000
GIS Data Services
Provide one exhibit depicting USGS DRG topography, FEMA flood zones, and
assessor's parcel boundaries and information for project site.
Fee $1,000-3,000
Slope Analysis
Create one exhibit for project site depicting colored slope areas in percentage or
degrees of slope based on predefined intervals. Client may choose to provide elevation
topography in electronic form; otherwise Fuscoe will provide USGS 10 meter elevation
data for analysis.
Fee $2,000-5,000
Viewshed/Line of Sight Analysis
Create one exhibit depicting the area of terrain visibility and the visible terrain along a
line of sight from a pre -defined location and height above ground.
Fee $3,000-6,000
16795 Von Kannon, Suit,, 100, Irvine, California 92606 tel 949.474.1960 fox 949.474.5315 www.fusco(. con)
Scope of Services & F•Proposal •
City of San Juan Capistrano April 24, 2008
OCFCD Excess Property
Aerial Imagery
Provide each of the following:
• One Ortho -rectified aerial image at 2' per pixel resolution
• One aerial perspective image overlaid on terrain
• One oblique photograph of project site
• One Low -Altitude Custom Helicopter Aerial Photograph of project site
Fee $1,300-3,000
GPS Data Location Collection
Collect predetermined data locations and associated attribute data using GPS at 5
meter accuracy. Create one custom GPS application with data entry forms and tools for
field data collection. Geocode one set of addresses using GDT street data.
Fee $15,000
Intemet-Based Interactive Map
Create one custom web -based interactive mapping application which will display
multiple GIS layers and provide attribute data and is accessible via the web.
Fee $20,000-25,000
Smart -FTP Website
Create web -based file exchange system for project teams to post and exchange data
and communicate. Site will include team homepage, file transfer and archiving,
calendar, email data and meeting notification, and team contact information.
Dedicated Fuscoe staff member will coordinate site and data issues, create GIS -based
file overlays and graphics, perform spatial overlay assurance and reconciliation, and
check file type uniformity. Site and data will be maintained and hosted on Fuscoe
servers.
Fee $5,000-80,000
Database Design and Implementation
Create one relational database for data entry and management. Program database to
provide capabilities for data entry, data query and analysis, and report creation
Fee $5,000-20,000
16795 Von Kmmmn, Suite 100, Irvine, Colifornio 92606 tel 949.474.1960 for. 949.474.5315 w.Juscoc.com
Scope of Services & F•Proposol •
City of San Juan Capistrano April 24, 2008
OCFCD Excess Property
Reimbursables Budget (Est.): Included in Fee
*Not to exceed without prior authorization
This Fee Proposal is Valid for Thirty (30) Days from the Date of This Document.
FUSCOE Engineering, Inc. will perform the services on a fixed fee basis, except where noted.
Services rendered outside of the scope will be performed at prevailing hourly rates. Costs of blue-
printing, deliveries and out-of-pocket expenses are not included and will be considered
reimbursable. A 10% surcharge will be added to the reimbursables to cover handling expenses.
It is the policy of FUSCOE to meet all schedule requirements while maintaining a competent and
professional level of service. In return, it is expected that all invoices will be paid within thirty (30)
days of receipt. Failure to do so could result in cessation of services and/or reassessment of service
priority.
Client Initials
16795 Von Kalman, Suilc 100, Irvinc, Califomin 92606 tel 949.474.1960 fax 949.474.5315 www. fuscoc.com
2008 RATE SCHEDULE
CLASSIFICATION HOURLY RATE
President $260
Principal $229
Sr. Project Manager $218
Project Manager
$177
Sr. Designer / Senior Engineer / Sr. Water Resources Engineer
$151
Designer / Engineer / Project Scientist / GIS Coordinator
$135
CADD / Engineering / Environmental Tech. / Graphics Tech.
$104
Information Coordinator
$ 78
1 -Man Survey Crew
$170
2 -Man Survey Crew
$225
3 -Man Survey Crew
$260
1. Reproduction and other reimbursable expenses will be billed in addition to the above rates, with
a 10% handling surcharge (detailed costs provided upon request).
2. This rate schedule is subject to change due to the granting of wage increases and/or other
employer benefits to field or office employees during the lifetime of this agreement.
3. Overtime is available for critical deadlines at 1-1/2 times the normal rates for office employees.
Surveyors' rates are also adjusted automatically for overtime or holiday/weekend work in
agreement with the Operating Engineers Union.
Client Initials
Effective 11/2007
16795 Von Kannon, Suilu 100, 6,inc, Caliicinin 92606 tcl 949.474.1960 for 949.474.5315 www.lu5c0c.c0m
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Standard Provisions of Agreement
between Client and Consultant
for Professional Services
Agreement entered into at Irvine, California this _day of 2008, by and between
CITY OF SAN JUAN CAPISTRANO, hereinafter called "Client"; and FUSCOE ENGINEERING, INC.,
hereinafter called "Consultant."
Client intends to employ consultant to provide mapping services for OCFCD property adjacent to
City owned Lower Rosan Ranch hereinafter called 'Project".
Client and Consultant for mutual consideration hereinafter set forth, agree as follows:
A. Consultant agrees to perform engineering services per the attached Scope of Services
and Fee Proposal.
B. Client agrees to compensate Consultant for such services per Scope of Services and
Fee Proposal and Rate Schedule.
In witness whereof, the parties hereto have accepted, made and executed this Agreement upon the
terms, conditions and provisions herein and as described on the attached Conditions of Agreement,
the day and year first above written.
CONSULTANT.
FUSCOE ENGINEERING, INC.
By: John Olivier, P.E.
CLIENT:
CITY OF SAN JUAN CAPISTRANO
By:
(Signature)
Title: Regional President Title:
License: RCE 44568 Date
Date:
(Signature)
Any changes to this contract must be initialed by both parties to be effective
16795 Von Kalman, Suite 100, Ir,inL, Colilornio 92606 tel 949.474,1960 tan 949,4 74.53 15 www. fuscoe.com
! I. t" I t. I I I 1 ti G
GENERAL TERMS OF AGREEMENT FOR CONSULTING SERVICES
1 . General Responsibilities: Services provided by Consultant are only as defined by attached Scope of
Services and do not include structural, geotechnical, environmental remediation or construction inspection
work, unless specifically identified in Scope of Services. Client also agrees Consultant will not perform on-
site construction review, management or supervision unless specifically provided for in this Agreement, and
that such services will be performed by others.
2. Billings/Payments: Accrued fees and direct charges will be billed monthly by the Consultant and shall be
due at the time of billing unless otherwise specified in this Agreement. Failure of Client to make full payment
within thirty (30) days of the date of invoice, the Consultant may, without waiving any claim or right against
the Client, and without liability whatsoever to the Client, terminate the performance of the service. Retainers
shall be credited on the final invoice.
3. Document Ownership: All original papers, documents, drawings, electronic media and other work
products of Consultant shall remain the property of Consultant. The Client is entitled to copies upon request.
4. Termination of Services: This Agreement may be terminated by the Client or the Consultant should the
other fail to perform its obligations hereunder. In the event of termination, the Client shall pay the
Consultant for all services rendered to the date of termination, all reimbursable expenses, and reimbursable
termination expenses.
5. Dispute Resolution: Any claims or disputes made during design, construction or post -construction
between the Client and Consultant shall be submitted to non-binding mediation. Client and Consultant
agree to include a similar mediation agreement with all contractors, subcontractors, subconsultants,
suppliers and fabricators, thereby providing for mediation as the primary method for dispute resolution
between all parties.
6. Indemnification: The Client shall, to the fullest extent permitted by law, indemnify and hold harmless the
Consultant, his or her officers, employees, agents and subconsultants from and against all damage, liability
and cost, including reasonable attorney's fees and defense costs, arising out of or in any way connected with
the performance by any of the parties above named of the services under this Agreement, excepting only
those damages, liabilities or costs attributable to the sole negligence or willful misconduct of the Consultant.
7. Limitation of Liabilify: In recognition of the relative risks, rewards and benefits of the project to both the
Client and Consultant, the risks have been allocated such that the Client agrees that, to the fullest extent
permitted by law, the Consultant's total liability to the Client for any and all injuries, claims, losses, expenses,
damages or claim expenses arising out of this Agreement from any cause or causes shall not exceed the sum
of the Consultant's fees or $50,000, whichever is greater. Such causes include, but are not limited to, the
Consultant's negligence, errors, omissions, strict liability or breach of contract.
8. Client agrees that construction contractor shall be required to assume sole and complete responsibility for
job site conditions during construction of the project. Client agrees to defend, indemnify and hold consultant
harmless from any and all liability, real or alleged, in connection with the performance of work on this
project, excepting liability arising from the sole negligence of Consultant.
9. Eaual Opportunity: Fuscoe Engineering, Inc. (FEI) is an equal opportunity employer and is committed to
an active Nondiscrimination Program. It is the stated policy of FEI that all employees and applicants shall
receive equal consideration and treatment. All recruitment, hiring, placements, transfers, and promotions
will be on the basis of qualification of the individual for the positions being filled regardless of sex, race,
color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability,
medical condition (cancer related), age or marital status.
Client Initials
16795 Von Kalman, SuBC 100, 1rvinv, Cc fornix 92606 tel 949.474.1960 fox 949.474.5315 www.fuscoa.com
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TRANSMITTAL
TO:
John Oliver
Fuscoe Engineering, Inc.
16795 Von Karman, Suite 100
Irvine, CA 92606.
DATE: May 20, 2008
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FROM: Maria Morris, Deputy City Clerk (949) 443-6309
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RE: Personal Services Agreement — Boundary Adjustment for LAFCO Application
Thank you for providing documentation confirming compliance with the terms of the agreement
related to insurance.
Please keep in mind this documentation must remain current with our office during the term of
this agreement. If you have questions related to insurance requirements, please contact
me at (949) 443-6309.
If you have questions concerning the agreement, please contact Douglas D. Dumhart,
Economic Development Manager at (949) 443-6316.
An original agreement is enclosed for your records.
Cc: Douglas D. Dumhart, Economic Development Manager
32400 Paseo Adelanto • San Juan Capistrano • California 92675 (949) 493.1171
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