HomeMy WebLinkAboutContractAGREEMENT FOR ENVIRONMENTAL PROGRAMMING
THIS AGREEMENT, dated for reference purposes only as July 22, 2022, is by and between the
City of Renton (the "City"), a Washington municipal corporation, and Environmental Science
Center ("Consultant"), not-for-profit organization. The City and the Consultant are referred to
collectively in this Agreement as the "Parties." Once fully executed by the Parties, this Agreement
is effective as of the last date signed by both parties.
1.Scope of Work: Consultant agrees to provide free interactive, outdoor educational
programming regarding water quality, wildlife and natural areas for all ages, from toddlers to
seniors, as specified in Exhibit A, which is attached and incorporated herein and may
hereinafter be referred to as the "Work."
2.Changes in Scope of Work: The City, without invalidating this Agreement, may order changes
to the Work consisting of additions, deletions or modifications. Any such changes to the Work
shall be ordered by the City in writing and the Compensation shall be equitably adjusted
consistent with the rates set forth in Exhibit A or as otherwise mutually agreed by the Parties.
3.Time of Performance: Consultant shall commence performance of the Agreement pursuant
to the schedule(s) set forth in Exhibit A. All Work shall be performed by no later than
December 30, 2023.
4.Compensation:
A.Amount. No monetary compensation shall be paid to Consultant for Work provided
pursuant to this Agreement. Consideration to the Consultant is provided in the form of use of
the City's facilities as specified in Exhibit A.
B.Effect of Payment. Payment for any part of the Work shall not constitute a waiver by the
City of any remedies it may have against the Consultant for failure of the Consultant to perform
the Work or for any breach of this Agreement by the Consultant.
C.Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for
payment under this Agreement for any future fiscal period, the City shall not be obligated to
make payments for Work or amounts incurred after the end of hecurrent fiscal period, and this
Agreement will terminate upon the completion of all remaining Work for which funds are
allocated. No penalty or expense shall accrue to the City in the event this provision applies.
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5.Termination:
A.The City reserves the right to terminate this Agreement at any time, with cause by
giving ten (10) calendar days' notice to the Consultant in writing, or without cause by
giving sixty (60) calendar days' notice to the Consultant in writing. In the event of such
termination or suspension, all finished or unfinished documents, data, studies,
worksheets, models and reports, or other material prepared by the Consultant
pursuant to this Agreement shall be submitted to the City, if any are required as part
of the Work.
B.This provision shall not prevent the City from seeking any legal remedies it may have
for the violation or nonperformance of any of the provisions of this Agreement and
such charges due to the City shall be deducted from the final payment due the
Consultant. No payment shall be made by the City for any expenses incurred or work
done following the effective date of termination unless authorized in advance in
writing by the City.
6.Warranties And Right To Use Work Product: Consultant represents and warrants that
Consultant will perform all Work identified in this Agreement in a professional and
workmanlike manner and in accordance with all reasonable and professional standards and
laws. Compliance with professional standards includes, as applicable, performing the Work
in compliance with applicable City standards or guidelines (e.g. design criteria and Standard
Plans for Road, Bridge and Municipal Construction). Professional engineers shall certify
engineering plans, specifications, plats, and reports, as applicable, pursuant to RCW
18.43.070. Consultant further represents and warrants that all final work product created for
and delivered to the City pursuant to this Agreement shall be the original work of the
Consultant and free from any intellectual property encumbrance which would restrict the
City from using the work product. Consultant grants to the City a non-exclusive, perpetual
right and license to use, reproduce, distribute, adapt, modify, and display all final work
product produced pursuant to this Agreement. The City's or other's adaptation, modification
or use of the final work products other than for the purposes of this Agreement shall be
without liability to the Consultant. The provisions of this section shall survive the expiration
or termination of this Agreement.
7.Record Maintenance: The Consultant shall maintain accounts and records, which properly
reflect all direct and indirect costs expended and Work provided in the performance of this
Agreement and retain such records for as long as may be required by applicable Washington
State records retention laws, but in any event no less than six years after the termination of
this Agreement. The Consultant agrees to provide accessto and copies of any records related
to this Agreement as required by the City to audit expenditures and charges and/or to comply
with the Washington State Public Records Act (Chapter 42.56 RCW). The provisions of this
section shall survive the expiration or termination of this Agreement.
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8.Public Records Compliance: To the full extent the City determines necessary to comply with
the Washington State Public Records Act, Consultant shall make a due diligent search of all
records in its possession or control relating to this Agreement and the Work, including, but
not limited to, e-mail, correspondence, notes, saved telephone messages, recordings,
photos, or drawings and provide them to the City for production. In the event Consultant
believes said records need to be protected from disclosure, it may, at Consultant's own
expense, seek judicial protection. Consultant shall indemnify, defend, and hold harmless the
City for all costs, including attorneys' fees, attendant to any claim or litigation related to a
Public Records Act request for which Consultant has responsive records and for which
Consultant has withheld records or information contained therein, or not provided them to
the City in a timely manner. Consultant shall produce for distribution any and all records
responsive to the Public Records Act request in a timely manner, unless those records are
protected by court order. The provisions of this section shall survive the expiration or
termination of this Agreement.
9.Independent Contractor Relationship:
A.The Consultant is retained by the City only for the purposes and to the extent set forth
in this Agreement. The nature of the relationship between the Consultant and the City
during the period of the Work shall be that of an independent contractor, not
employee. The Consultant, not the City, shall have the power to control and direct the
details, manner or means of Work. Specifically, but not by means of limitation, the
Consultant shall have no obligation to work any particular hours or particular
schedule, unless otherwise indicated in the Scope of Work or where scheduling of
attendance or performance is mutually arranged due to the nature of the Work.
Consultant shall retain the right to designate the means of performing the Work
covered by this agreement, and the Consultant shall be entitled to employ other
workers at such compensation and such other conditions as it may deem proper,
provided, however, that any contract so made by the Consultant is to be paid by it
alone, and that employing such workers, it is acting individually and not as an agent
for the City.
B.The City shall not be responsible for withholding or otherwise deducting federal
income tax or Social Security or contributing to the State Industrial Insurance
Program, or otherwise assuming the duties of an employer with respect to Consultant
or any employee of the Consultant.
If the Consultant is a sole proprietorship or if this Agreement is with an individual, the Consultant
agrees to notify the City and complete any required form if the Consultant retired under a State
of Washington retirement system and agrees to indemnify any losses the City may sustain
through the Consultant's failure to do so.
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10.Hold Harmless: The Consultant agrees to release, indemnify, defend, and hold harmless the
City, elected officials, employees, officers, representatives, and volunteers from any and all
claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings,
judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties,
expenses, attorney's or attorneys' fees, costs, and/or litigation expenses to or by any and all
persons or entities, arising from, resulting from, or related to the negligent acts, errors or
omissions of the Consultant in its performance of this Agreement or a breach of this
Agreement by Consultant, except for that portion of the claims caused by the City's sole
negligence.
Should a court of competent jurisdiction determine that this agreement is subject to RCW
4.24.115, (Validity of agreement to indemnify against liability for negligence relative to
construction, alteration, improvement, etc., of structure or improvement attached to real
estate ... ) then, in the event of liability for damages arising out of bodily injury to persons or
damages to property caused by or resulting from the concurrent negligence of the Consultant
and the City, its officers, officials, employees and volunteers, Consultant's liability shall be only
to the extent of Consultant's negligence.
It is further specifically and expressly understood that the indemnification provided in this
Agreement constitute Consultant's waiver of immunity under the Industrial Insurance Act, RCW
Title 51, solely for the purposes of this indemnification. The Parties have mutually negotiated
and agreed to this waiver. The provisions of this section shall survive the expiration or
termination of this Agreement.
11.Gifts and Conflicts: The City's Code of Ethics and Washington State law prohibit City
employees from soliciting, accepting, or receiving any gift, gratuity or favor from any person,
firm or corporation involved in a contract or transaction. To ensure compliance with the City's
Code of Ethics and state law, the Consultant shall not give a gift of any kind to City employees
or officials. Consultant also confirms that Consultant does not have a business interest or a
close family relationship with any City officer or employee who was, is, or will be involved in
selecting the Consultant, negotiating or administering this Agreement, or evaluating the
Consultant's performance of the Work.
12.City of Renton Business License: Unless exempted by the Renton Municipal Code, Consultant
shall obtain a City of Renton Business License prior to performing any Work and maintain the
business license in good standing throughout the term of this agreement with the City.
Information regarding acquiring a city business license can be found at:
https :ljwww.rentonwa.gov/Tax
Information regarding State business licensing requirements can be found at:
https :// dor. wa .gov/doing-business/register-my-business
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13.Insurance: Consultant shall secure and maintain:
A.Commercial general liability insurance in the minimum amounts of $1,000,000 for
each occurrence/$2,000,000 aggregate for the Term of this Agreement.
B.In the event that Work delivered pursuant to this Agreement either directly or
indirectly involve or require Professional Services, Professional Liability, Errors and
Omissions coverage shall be provided with minimum limits of $1,000,000 per
occurrence. "Professional Services", for the purpose of this section, shall mean any
Work provided by a licensed professional or Work that requires a professional
standard of care.
C.Workers' compensation coverage, as required by the Industrial Insurance laws of the
State of Washington, shall also be secured.
D.Commercial Automobile Liability for owned, leased, hired or non-owned, leased,
hired or non-owned, with minimum limits of $1,000,000 per occurrence combined
single limit, if there will be any use of Consultant's vehicles on the City's Premises by
or on behalf of the City, beyond normal commutes.
E.Consultant shall name the City as an Additional Insured on its commercial general
liability policy on a non-contributory primary basis. The City's insurance policies shall
not be a source for payment of any Consultant liability, nor shall the maintenance of
any insurance required by this Agreement be construed to limit the liability of
Consultant to the coverage provided by such insurance or otherwise limit the City's
recourse to any remedy available at law or in equity.
F.Subject to the City's review and acceptance, a certificate of insurance showing the
proper endorsements, shall be delivered to the City before performing the Work.
G.Consultant shall provide the City with written notice of any policy cancellation, within
two (2) business days of their receipt of such notice.
14.Delays: Consultant is not responsible for delays caused by factors beyond the Consultant's
reasonable control. When such delays beyond the Consultant's reasonable control occur, the
City agrees the Consultant is not responsible for damages, nor shall the Consultant be
deemed to be in default of the Agreement.
15.Successors and Assigns: Neither the City nor the Consultant shall assign, transfer or
encumber any rights, duties or interests accruing from this Agreement without the written
consent of the other.
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16.Notices: Any notice required under this Agreement will be in writing, addressed to the
appropriate party at the address which appears below (as modified in writing from time to
time by such party), and given personally, by registered or certified mail, return receipt
requested, or by nationally recognized overnight courier service. Time period for notices shall
be deemed to have commenced upon the date of receipt. Email and telephone may be used
for purposes of administering the Agreement, but should not be used to give any formal
notice required by the Agreement.
City of Renton
Carrie Nass
1055 South Grady Way
Renton, WA 98057
Phone: (425) 430-6624
cnass@rentonwa.gov
Consultant
Joanna Stodde
126 SW 148th ST Suite #Cl00-90
Burien, WA 98166
Phone: (206) 248-4266
joanna@environmentalsciencecenter.org
17.Discrimination Prohibited: Except to the extent permitted by a bona fide occupational
qualification, the Consultant agrees as follows:
A.Consultant, and Consultant's agents, employees, representatives, and volunteers
with regard to the Work performed or to be performed under this Agreement, shall
not discriminate on the basis of race, color, sex, religion, nationality, creed, marital
status, sexual orientation or preference, age (except minimum age and retirement
provisions), honorably discharged veteran or military status, or the presence of any
sensory, mental or physical handicap, unless based upon a bona fide occupational
qualification in relationship to hiring and employment, in employment or application
for employment, the administration of the delivery of Work or any other benefits
under this Agreement, or procurement of materials or supplies.
B.The Consultant will take affirmative action to insure that applicants are employed and
that employees are treated during employment without regard to their race, creed,
color, national origin, sex, age, sexual orientation, physical, sensory or mental
handicaps, or marital status. Such action shall include, but not be limited to the
following employment, upgrading, demotion or transfer, recruitment or recruitment
advertising, layoff or termination, rates of pay or other forms of compensation and
selection for training.
C.If the Consultant fails to comply with any of this Agreement's non-discrimination
provisions, the City shall have the right, at its option, to cancel the Agreement in
whole or in part.
D.The Consultant is responsible to be aware of and in compliance with all federal, state
and local laws and regulations that may affect the satisfactory completion of the
PAGE60F9
project, which includes but is not limited to fair labor laws, worker's compensation,
and Title VI of the Federal Civil Rights Act of 1964, and will comply with City of Renton
Council Resolution Number 4085.
18.Miscellaneous: The parties hereby acknowledge:
A.The City is not responsible to train or provide training for Consultant.
B.Consultant will not be reimbursed for job related expenses except to the extent
specifically agreed within the attached exhibits.
C.Consultant shall furnish all tools and/or materials necessary to perform the Work
except to the extent specifically agreed within the attached exhibits.
D.In the event special training, licensing, or certification is required for Consultant to
provide Work he/she will acquire or maintain such at his/her own expense and, if
Consultant employs, sub-contracts, or otherwise assigns the responsibility to perform
the Work, said employee/sub-contractor/assignee will acquire and or maintain such
training, licensing, or certification.
E.This is a non-exclusive agreement and Consultant is free to provide his/her Work to
other entities, so long as there is no interruption or interference with the provision of
Work called for in this Agreement.
F.Consultant is responsible for his/her own insurance, including, but not limited to
health insurance.
G.Consultant is responsible for his/her own Worker's Compensation coverage as well as
that for any persons employed by the Consultant.
19.Other Provisions:
A.Approval Authority. Each individual executing this Agreement on behalf of the City
and Consultant represents and warrants that such individuals are duly authorized to
execute and deliver this Agreement on behalf of the City or Consultant.
B.General Administration and Management. The City's project manager is Carrie Nass,
Recreation Division Director. In providing Work, Consultant shall coordinate with the
City's contract manager or his/her designee.
C.Amendment and Modification. This Agreement may be amended only by an
instrument in writing, duly executed by both Parties.
D.Conflicts. In the event of any inconsistencies between Consultant proposals and this
Agreement, the terms of this Agreement shall prevail. Any exhibits/attachments to
PAGE70F9
this Agreement are incorporated by reference only to the extent of the purpose for
which they are referenced within this Agreement. To the extent a Consultant
prepared exhibit conflicts with the terms in the body of this Agreement or contains
terms that are extraneous to the purpose for which it is referenced, the terms in the
body of this Agreement shall prevail and the extraneous terms shall not be
incorporated herein.
E.Governing Law. This Agreement shall be made in and shall be governed by and
interpreted in accordance with the laws of the State of Washington and the City of
Renton. Consultant and all of the Consultant's employees shall perform the Work in
accordance with all applicable federal, state, county and city laws, codes and
ordinances.
F.Joint Drafting Effort. This Agreement shall be considered for all purposes as prepared
by the joint efforts of the Parties and shall not be construed against one party or the
other as a result of the preparation, substitution, submission or other event of
negotiation, drafting or execution.
G.Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce or
interpret this Agreement or any of its terms or covenants shall be brought in the King
County Superior Court for the State of Washington at the Maleng Regional Justice
Center in Kent, King County, Washington, or its replacement or successor. Consultant
hereby expressly consents to the personal and exclusive jurisdiction and venue of
such court even if Consultant is a foreign corporation not registered with the State of
Washington.
H.Severability. A court of competent jurisdiction's determination that any provision or
part of this Agreement is illegal or unenforceable shall not cancel or invalidate the
remainder of this Agreement, which shall remain in full force and effect.
I.Sole and Entire Agreement. This Agreement contains the entire agreement of the
Parties and any representations or understandings, whether oral or written, not
incorporated are excluded.
J.Time is of the Essence. Time is of the essence of this Agreement and each and all of
its provisions in which performance is a factor. Adherence to completion dates set
forth in the description of the Work is essential to the Consultant's performance of
this Agreement.
K.Third-Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be
construed to give any rights or benefits in the Agreement to anyone other than the
PAGE 8 OF 9
Parties,andalldutiesandresponsibilitiesundertakenpursuanttothisAgreementwillbeforthesoleandexclusivebenefitofthePartiesandnooneelse.L.BindingEffect.ThePartieseachbindthemselves,theirpartners,successors,assigns,andlegalrepresentativestotheotherpartytothisAgreement,andtothepartners,successors,assigns,andlegalrepresentativesofsuchotherpartywithrespecttoallcovenantsoftheAgreement.M.Waivers.Allwaiversshallbeinwritingandsignedbythewaivingparty.Eitherparty’sfailuretoenforceanyprovisionofthisAgreementshallnotbeawaiverandshallnotpreventeithertheCityorConsultantfromenforcingthatprovisionoranyotherprovisionofthisAgreementinthefuture.WaiverofbreachofanyprovisionofthisAgreementshallnotbedeemedtobeawaiverofanypriororsubsequentbreachunlessitisexpresslywaivedinwriting.N.Counterparts.ThePartiesmayexecutethisAgreementinanynumberofcounterparts,eachofwhichshallconstituteanoriginal,andallofwhichwilltogetherconstitutethisoneAgreement.INWITNESSWHEREOF,thePartieshavevoluntarilyenteredintothisAgreementasofthedatelastsignedbythePartiesbelow.CITYOFRENTONCONSULTANTBy:%E1By:_____________KellyBeymerJoannaStoddenParksandRecreationAdministratorExecutiveDirector____________________7(.Z5(LLDateDateApprovedastoLegalFormBy:____________________________AlexTuttleSeniorAssistantCityAttorneyContractTemplateUpdated5/21/202;0PAGE9OF9(approved via email from Alex Tuttle on 7/22/2022)
EXHIBIT A
Facility Space Use: As part of this agreement, Environmental Science Center will have access to and temporary use of office spaces, shared
common spaces, and storage at the Liberty Park Building (located at 1101 Bronson Way N. St, Renton, WA 98057) for staff, program supplies
and to provide in-person environmental programming for the community. See Exhibit B for a map of the Liberty Park Building, and the areas that
Environmental Science Center will use for office space, storage and shared spaces.
Designated Hours: beginning on September 1, 2022, during the following designated hours only: Monday to Saturday, 8:00 AM to 9:00 PM. City
of Renton Recreation Division staff will also utilize the Liberty Park Building for office space and community programming, as needed and to be
determined. Environmental Science Center will also have use of the Renton Community and Senior Activity Center for programming and
meetings, as needed and discussed and planned with Recreation Division staff.
Conditions of Use of Office: ESC will provide and utilize their own computers and will be responsible for keeping their space in a clean, orderly
condition. Keys and security code for the building will be distributed to necessary parties by Recreation Division staff. Under no circumstances
will use of the building outside of the designated hours be permitted. If the City elects to terminate this agreement, Consultant agrees to return
all keys and other City property to City employees and cease all occupation and/or use of the facility prior to the date of termination. It is
expected that all programs will be free/no-cost for community members. The City will reassess and review this agreement approximately three
to six months prior to end of the contract.
Community Programs: ESC will utilize Liberty Park building and surrounding outdoor spaces along the Cedar River to provide free community
programs. In addition to the programs listed in the table below, ESC will provide weekly after school programming for STREAM Team with two
different age groups of students in the Liberty Park building and outdoor areas along the Cedar River. Salmon Heroes school program with
Renton School District will start at Liberty Park Building and use outdoor river access. Occasionally, ESC staff will host Board Meetings, meetings
with Renton Teachers, Science Coordinators, community partners, and donors. ESC will work closely with Renton staff to create a shared
calendar to schedule the large meeting room area in the Liberty ark Building. If additional environmental programming is requested beyond the
programming listed, ESC and the City of Renton will agree on a cost structure and develop a separate Recreation Division Instructor Services
Agreement.
Environmental Science Center & City of Renton -Waterworks Grant Scope of Work -2022-2023
Program Description Grant Deliverables Timeframe
Renton Senior Center Programs: 3 seasonal water quality field trips/year 20-30 *June 2022-Water Quality and
Renton Seniors will learn more about the participants per session (attendance limited Macroinvertebrate Testing
biodiversity of the Cedar River and actions they based on current city and state COVID *October 2022-Salmon Field Trip fromcan take to protect our shared watershed restrictions)
through salmon field trips and macroinvertebrate Liberty Park-Cedar River Weir-Belmondo
analysis. Each program will include water quality Reach-Landsburg Dam
lessons to better understand stormwater issues King County WTD funding acknowledged on ESC *November 2022-Salmon Presentation:
and incorporate behavior change practices which website, any media/press, or other documents recap from field trip, final numbers through
promote stewardship actions. created during the project the Weir, salmon dissection and rain garden
filtration activity
All program materials available in both English *June 2023-Water Quality and
Macroinvertebrate Testingand Spanish. Additional translations will be
available in Vietnamese, Chinese, *October 2023-Salmon Field Trip from
Russian/U krain ia n Liberty Park-Cedar River Weir-Belmondo
Reach-Landsburg Dam
*November 2023-Salmon Presentation:
recap from field trip, final numbers through
the Weir, salmon dissection and rain garden
filtration activity
Family Water Quality Field Trip: Two 2-hour seasonal field trips per year, 20-30 *August 2022-Water Quality Field trip to the
participants per lessons (attendance limited Ballard LocksAll ages learn more about watersheds and based on current city and state COVID stormwater management during water quality restrictions) field trips comparing water quality data collect at *October 2022-Salmon Festival at the Marythe Ballard Locks and the Cedar River. During the
fall, participants will enjoy the salmon festival at Olson Farm
the Mary Olson Farm. A partnership between the When Renton Youth Council resumes, youth will
Muckleshoot Tribe, White River Valley Museum, be invited to attend and assist with field trips
and ESC. Participants will observe spawning * August 2023-Water Quality Field trip to the
salmon, collect water quality data, and learn Ballard Locks
about our role in protecting salmon habitat. All program materials available in both English
and Spanish. Additional translations will be
available in Vietnamese, Chinese, *October 2023-Salmon Festival at the Mary
Russian/Ukrainian Olson Farm
Cedar River Cleanups: Two 2-hour spring clean-ups on the Cedar River. *April 2023 Restoration and Clean up event
Participants will collect debris on the shoreline Attendance will be limited based on current city in partnership with the City of Renton's
and trails of the Cedar River and participate in and state COVID restrictions, goal of 20-30 Earth Day event
the earth day restoration work in partnership participants per program
with the City of Renton. Trash will be weighed,
recorded, and removed. ESC's naturalists will *April 2024 Restoration and Clean up event
host hands-on stations to further engage King County WTD funding acknowledged on ESC in partnership with the City of Renton's
participants in learning about their watershed website, any media/press, or other documents Earth Day event
through displays, activities and watershed created during the project
stewardship materials.
When Renton Youth Council resumes regular All program materials available in both English meetings, youth will be invited to attend and
assist with clean-up events and Spanish. Additional translations will be
available in Vietnamese, Chinese,
Russian/Ukrainian
Family Backpack kits: Create 10 kits of materials for families to check *Saturday, June 4th 2023
Community members learn more about out
watershed issues and stormwater management
through backpack kits they can check out *Saturday, July 2nd, 2023
containing hands-on water quality exploration
activities. Kits will include water quality stewardship tips *Saturday, August 5th, 2023
Kits will be available during the first Saturday of All program materials available in both English the month in the summer. Additional check-out
days will be scheduled based on feedback from and Spanish. Additional translations will be
participants and city staff available in Vietnamese, Chinese,
Russian/Ukrainian
Program Evaluation: Foundryl0 will create a logic model to analyze March 2022-June 2024
FoundrylO will coordinate with ESC staff to run a outcomes of these programs using the National
Science Foundation Framework impact complete evaluation for all programs listed above categories
Awareness/Knowledge/Understanding
Final evaluation report will be created and engagement/interests, Attitude, Behaviors, and
suggested program adjustments will be
incorporated into future curriculum
FoundrylO will bring in local BIPOC community
groups to work with the evaluation process to
help ensure cultural relevancy of the programs
delivered
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