HomeMy WebLinkAboutResolution - 2017-R0212 - Primitive Social - 06/08/2017Resolution No. 2017-RO212
Item No. 5.5
June 8, 2017
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for
and on behalf of the City of Lubbock, a Professional Services Agreement and related
documents for the development and marketing of a Downtown Lubbock website, by and
between the City of Lubbock and Primitive Social, LLC of Lubbock, Texas. Said
Professional Services Agreement is attached hereto and incorporated in this resolution as if
fully set forth herein and shall be included in the minutes of the City Council.
Passed by the City Council on June 8, 2017
DANIEL M. POPE, MAYOR
ATTEST:
ca Garza, City S
APPROVED AS TO CONTENT:
Cheryl Br ck, Executive Director of Budget
APPROVED AS TO FORM:
7� /,*"q �'
Justi ruitt AssistAt City Attorney
ccdocs/RES. Agreement — Primitive Social, LLC — Downtown Website
May 24, 2017
Resolution No.2017-R0212
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (the "Agreement"),is entered into this jM day
of WVflU ,2017 (the "Effective Date"),and is by and between the City of Lubbock,
Texas,a Tekas home rule municipal corporation (the "City"),and Primitive Social,LLC,a Texas
Limited Liability Company (the "Contractor").
RECITALS
WHEREAS,the Contractor has a staff that is experienced and qualified to provide professional
services related to designing,constructing,managing,and promoting a website that will benefit
Lubbock visitors,citizens,business owners,and developers (the "Services"),with such Services
being further described in the attached "Exhibit A";and
WHEREAS,the Contractor will provide the Services for fair and reasonable pricing (the "Service
Fee"),with such Service Fee being further described in the attached "Exhibit A"; and
WHEREAS,the City desires to enter into an agreement with the Contractor for the Contractor's
provision of the Services for the Service Fee; and
NOW THEREFORE,for and in consideration of the terms,covenants,and conditions set
forth in this Agreement,the City and the Contractor hereby enter into this Agreement.
AGREEMENT
ARTICLE I.TERM
The term of this Agreement commences on the Effective Date and continues without interruption
for twenty-four (24) months. If the Contractor determines that additional time is required to
complete the Services,the City, in its sole discretion may, but is not obligated to,execute an
amendment to this Agreement to grant additional time for the Contractor to complete the Services
so long as the Service Fee does not change.
ARTICLE II.SERVICES AND COMPENSATION
The Contractor shall conduct all activity described and related to the Services within the timeframe
set forth in "Exhibit A,"and the Contractor shall receive as its consideration for the Services the
Service Fee set forth in "Exhibit A."
ARTICLE III.TERMINATION
The City may terminate this Agreement,for any reason or convenience,upon ten (10)business
days written notice to the Contractor.In the event this Agreement is so terminated,the City shall
only pay the Contractor for the Services actually performed by the Contractor up to the date the
Contractor is deemed to have received notice of termination,as provided herein.
ARTICLE IV.NON -ARBITRATION
The City reserves the right to exercise any right or remedy available to it by law,agreement,equity,
or otherwise,including without limitation,the right to seek any and all forms of relief in a court
of competent jurisdiction.Further,the City shall not be subject to any arbitration process prior to
Professional Services Agreement -City of Lubbock &Primitive Social,LLC-2017 Page 1
exercising its unrestricted right to seek judicial remedy. The remedies set forth herein are
cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict
between this provision and another provision in, or related to, this Agreement, this provision shall
control.
ARTICLE V. REPRESENTATIONS AND WARRANTIES
A. Existence. The Contractor is a corporation duly organized, validly existing, and in good
standing under the laws of the State of Texas and is qualified to carry on its business in the State
of Texas.
B. Corporate Power. The Contractor has the corporate power to enter into and perform this
Agreement and all other activities contemplated hereby.
C. Authorization. Execution, delivery, and performance of this Agreement and the activities
contemplated hereby have been duly and validly authorized by all the requisite corporate action
on the part of the Contractor. This Agreement constitutes legal, valid, and binding obligations of
the Contractor and is enforceable in accordance with the terms thereof.
D. The Contractor. The Contractor maintains a professional staff and employs, as needed, other
qualified specialists experienced in providing the Services, and is familiar with all laws, rules, and
regulations, both state and federal, including, without limitation the applicable laws, regarding the
Services contemplated hereby.
E. Performance. The Contractor will and shall conduct the Services in accordance with the
standard of care, skill, and diligence normally provided by a professional person in performance
of similar professional architectural services. The Contractor shall comply with all applicable
federal, state, and local laws, rules, and regulations relating to the provision of the Services.
F. Use of Copyrighted Material. The Contractor hereby represents that any materials used in the
performance of the Services shall not contain any proprietary material owned by any other party
that is protected under any federal, state, or local law, statute, rule, order, regulation, ordinance, or
contractual obligation relating to the use or reproduction of materials. The Contractor shall be
solely responsible for ensuring that any materials provided by the Contractor pursuant to this
Agreement satisfy this requirement and the Contractor agrees to indemnify and hold the City
harmless from all liability or loss caused to the City or to which the City is exposed on account of
the Contractor's failure to perform this duty.
ARTICLE VI. SCOPE OF WORK
The Contractor hereby acknowledges and agrees that its scope of work is limited to the Services
described in the attached "Exhibit "A."
ARTICLE VII. INDEPENDENT CONTRACTOR STATUS
The Contractor and the City agree that the Contractor shall perform the Services as an independent
contractor and shall be considered an independent contractor under this Agreement for all
purposes. The Contractor has the sole discretion to determine the manner in which the Services
are to be performed. During the performance of the Services, the Contractor and the Contractor's
employees and sub -consultants will not be considered, for any purpose, employees or agents of
the City within the meaning or application of any federal, state, or local law or regulation; including
Professional Services Agreement— City of Lubbock & Primitive Social, LLC — 2017 Page 2
without limitation: laws, rules, or regulations regarding or related to unemployment insurance, old
age benefits, workers compensation, labor, personal injury, or taxes of any kind.
ARTICLE VIII. INSURANCE
A. The Contractor shall procure and carry, at its sole cost and expense through the life of this
Agreement, except as otherwise provided herein, insurance protection in a form and substance
satisfactory to City, carried with an insurance company authorized to transact business in the State
of Texas, covering all aspects and risks of loss of all operations in connection with this Agreement;
including without limitation, the indemnity obligations set forth herein. The Contractor, and each
of its subcontractors and sub -consultants, shall obtain and maintain in full force and effect during
the term of this Agreement commercial general liability coverage with insurance carriers admitted
to do business in the State of Texas. The insurance companies providing insurance required under
this Agreement must carry a Best's Rating of A-VII or better. The coverage will be written on an
occurrence basis, subject to the following minimum limits of liability:
Commercial General Liability: Single Limit: $1,000,000 Per Occurrence
General Limit: $2,000,000 Aggregate
B. The Contractor shall further cause any approved subcontractor or sub -consultant to procure and
carry, during the term of this Agreement, the insurance coverage required of the Contractor herein.
The City shall be listed as a primary and noncontributory additional insured on the coverage and
shall be granted a waiver of subrogation under those policies. The Contractor shall provide a
certificate of insurance to the City as evidence of the insurance coverage required under this
Agreement (the "Certificate"). The Certificate shall provide thirty (30) days' notice of
cancellation. A copy of the additional insured endorsement and waiver of subrogation attached to
the policy shall be included in the Certificate.
C. The Contractor shall elect to obtain worker's compensation coverage pursuant to Section
406.002 of the Texas Labor Code. Further, the Contractor shall maintain said coverage throughout
the term of this Agreement and shall comply with all provisions of Title 5 of the Texas Labor Code
to ensure that the Contractor maintains said coverage. The Contractor may maintain occupational
accident and disability insurance in lieu of worker's compensation. In either event, the worker's
compensation or its equivalent must be endorsed to include a waiver of subrogation in favor of the
City. If at any time during the life of this Agreement or any extension hereof, the Contractor fails
to maintain the required insurance in full force and effect, the Contractor shall be in breach of this
Agreement and all work under the Agreement shall be discontinued immediately.
D. Notwithstanding anything contained herein to the contrary, the coverage required under this
Agreement shall be maintained at the Contractor's sole cost and expense. The retroactive date shall
be no later than the commencement of the performance of this Agreement and the discovery period
(possibly through tail coverage) shall be no more than ten (10) years after the completion of the
Services provided for in this Agreement. The provisions of this Article VIII shall survive the
termination or expiration of this Agreement.
ARTICLE IX. EMPLOYMENT OF AGENTS OR CONSULTANTS
With the written authorization of the City, the Contractor may employ or retain agents, consultants,
contractors, subcontractors, or third parties (the "Agent"), to perform the Services. The Contractor
is at all times responsible to the City to perform the Services and the Contractor is in no event
Professional Services Agreement —City of Lubbock & Primitive Social, LLC-2017 Page 3
relieved of any obligation under this Agreement upon the employment or retaining of any approved
Agent. For the protection and benefit of the City and the Contractor, any Agent employed or
retained by the Contractor shall be required by the Contractor to carry insurance as described above
required to be carried by the Contractor in this Agreement. The Contractor represents that
employment or retainage of an Agent and the work performed by the Agent shall be under
applicable value thresholds and otherwise exempt from notice and bid requirements under any
applicable law.
ARTICLE X. CONFIDENTIALITY
The Contractor shall retain all information received from or concerning the City and the City's
business in strictest confidence and shall not reveal such information to third parties without prior
written consent of the City, unless otherwise required by law.
ARTICLE XI. INDEMNITY
THE CONTRACTOR SHALL INDEMNIFY AND SAVE HARMLESS THE CITY AND ITS ELECTED
OFFICIALS, OFFICERS, AND EMPLOYEES FROM DAMAGES, INCLUDING WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, ALL REASONABLE EXPENSES OF LITIGATION, COURT COSTS,
AND ATTORNEY'S FEES, FOR INJURY OR DEATH TO ANY PERSON, OR INJURY OR DAMAGE TO ANY
PROPERTY, RECEIVED OR SUSTAINED BY ANY PERSON, PERSONS, OR PROPERTY, TO THE EXTENT
ARISING OUT OF, RELATED TO, OR OCCASIONED BY THE NEGLIGENT ACTS OF THE CONTRACTOR,
ITS EMPLOYEES, OR ITS AGENTS, RELATED TO THE PERFORMANCE, OPERATIONS, OR OMISSIONS
UNDER THIS AGREEMENT, OR THE USE OR OCCUPATION OF CITY -OWNED PROPERTY. THE
INDEMNITY OBLIGATION PROVIDED HEREIN SHALL SURVIVE THE EXPIRATION OR TERMINATION
OF THIS AGREEMENT.
ARTICLE XII. COMPLIANCE WITH APPLICABLE LAWS
The Contractor shall comply with all applicable federal, state and local laws, statutes, ordinances,
rules and regulations relating, in any way, manner or form, to the activities under this Agreement,
and any amendments thereto.
ARTICLE XIII. NOTICE
Whenever notice from the Contractor to the City or the City to the Contractor is required or
permitted by this Agreement and no other method of notice is provided, such notice shall be given
by actual delivery of the written notice to the other party by hand (in which case such notice shall
be effective upon delivery) or by depositing the written notice in the United States mail, properly
addressed to the other party at the address provided in this Article, registered or certified mail,
return receipt requested, in which case such notice shall be effective on the third business day after
such notice is so deposited. Notice under this Agreement shall become effective if sent to the
following addresses:
For the Contractor: For the City:
Primitive Social, LLC City of Lubbock
Attn: Kade Wilcox Attn: Cheryl Brock
905 Avenue K 1625 13th Street I PO Box 2000
Lubbock, Texas 79401 Lubbock, Texas 794011 Lubbock, Texas 79457
Telephone: (806) 412-0076 Telephone: (806) 775-2222
Professional Services Agreement — City of Lubbock & Primitive Social, LLC — 2017 Page 4
Either party may change its address or numbers for purposes of notice by giving written notice to
the other party as provided herein, referring specifically to this Agreement, and setting forth such
new address or numbers. The address or numbers shall become effective on the 15th day after such
notice is effective.
ARTICLE XIV. CITY -PROVIDED DATA AND RESPONSIBILITIES
The City shall furnish the Contractor with non -confidential studies, reports, and other available
data in the possession of the City pertinent to the Services, so long as the City is entitled to rely on
such studies, reports, and other data for the performance of the Services under this Agreement (the
"Provided Data"). The Contractor shall be entitled to reasonably use and rely upon all such
Provided Data.
ARTICLE XV. MISCELLANEOUS
A. Captions. The captions for the articles and sections in this Agreement are inserted in this
Agreement strictly for the parties' convenience in identifying the provisions to this Agreement and
shall not be given any effect in construing this Agreement.
B. Audit. The Contractor shall provide access to its corporate books and records to the City. The
City may audit, at its expense and during normal business hours, the Contractor's books and records
with respect to this Agreement between the Contractor and the City.
C. Records. The Contractor shall maintain records that are necessary to substantiate the services
provided by the Contractor.
D. Assi n, nability. The Contractor may not assign this Agreement without the prior written approval
of the City.
E. Successors and Assi—ans. This Agreement binds and inures to the benefit of the City and the
Contractor, and in the case of the City, its respective successors, legal representatives, and assigns,
and in the case of the Contractor, its permitted successors and assigns.
F. Mediation. Should a dispute arise resulting from the Services, the parties shall endeavor to
resolve said dispute through mediation prior to the commencement of any legal proceedings.
G. Venue. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF TEXAS. THIS AGREEMENT IS PERFORMABLE IN LUBBOCK COUNTY,
TEXAS. THE PARTIES IRREVOCABLY CONSENT TO THE SOLE AND EXCLUSIVE JURISDICTION AND
VENUE OF THE COURTS OF COMPETENT JURISDICTION AND VENUE OF THE STATE OF TEXAS,
COUNTY OF LUBBOCK, FOR ALL PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE ACTIONS THAT ARE CONTEMPLATED BY THIS
AGREEMENT.
H. Severability. If any provision of this Agreement is ever held to be invalid or ineffective by any
court of competent jurisdiction with respect to any person or circumstance, the remainder of this
Agreement and the application of such provision to persons or circumstances other than those with
respect to which it is held invalid or ineffective shall not be affected thereby.
Professional Services Agreement — City of Lubbock & Primitive Social, LLC — 2017 Page 5
I. Amendment. No amendment, modification, or alteration of the terms of this Agreement shall be
binding unless such amendment, modification, or alteration is in writing, dated subsequent to this
Agreement, and duly authorized and executed by the Contractor and the City.
J. Entire Agreement. This Agreement, including the Exhibits, contains the entire Agreement
between the City and the Contractor, and there are no other written or oral promises, conditions,
warranties, or representations relating to or affecting the matters contemplated herein.
K. No Joint Enterprise. Nothing contained herein shall be construed to imply a joint venture, joint
enterprise, partnership, or principal —agent relationship between the Contractor and the City.
L. Documents Owned by the City. Any and all documents, drawings, and specifications prepared
by the Contractor as part of the Services, shall become the property of the City when the Contractor
has been paid the Service Fee. The Contractor may make copies of any and all work products for
its files. The Contractor shall maintain ownership of any and all copyrights associated with the
design and authorship of the Services.
M. Notice of Waiver. A waiver by either the City or the Contractor of a breach of this Agreement
must be in writing and duly authorized to be effective. In the event either party shall execute and
deliver such waiver, such waiver shall not affect the waiving party's rights with respect to any
other or subsequent breach.
N. Third Party Activities. Nothing in this Agreement shall be construed to provide any rights or
benefits whatsoever to any party other than the City and the Contractor.
O. Non -Appropriation. All funds for payment by the City under this Agreement are subject to the
availability of an annual appropriation for this purpose by the City. In the event of non -
appropriation of funds by the City Council of the City for the Services, the City will terminate this
Agreement, without termination charge or other liability, on the last day of the then -current fiscal
year or when the appropriation made for the then -current year for the Services covered by this
Agreement is spent, whichever event occurs first (the "Non -Appropriation Date"). If at any time
funds are not appropriated for the continuance of this Agreement, cancellation shall be accepted
by the Contractor on thirty (30) days prior written notice, but failure to give such notice shall be
of no effect and the City shall not be obligated under this Agreement beyond the Non -
Appropriation Date.
[Signatures and Exhibits are included below./
Professional Services Agreement — City of Lubbock & Primitive Social, LLC — 2017 Page 6
SIGNATURES
This Agreement is executed by the Parties on this 8th day of June , 2017.
CITY OF LUBBOCK: PRIMITIVE SOCIAL, LLC:
DANIEL M. POPE, MA OR
ATTEST:
Reb t
a Garza, City Secretar
APPROVED AS TO CONTENT:
ow-e� &"-Ai
Cheryl Brock, Executive Director of Budget
APPROVED AS TO FORM:
n Pruit4 Assistant City Attorney
Kade Wil
Professional Services Agreement — City of Lubbock & Primitive Social, LLC — 2017 Page 7
EXHIBIT A — Scope of Services
Professional Services Agreement — City of Lubbock & Primitive Social, LLC — 2017 Page 8
EXHIBIT A - SCOPE OF SERVICES
r
P R I M I T I V E
5 C) C i AL
• Website review and further optimization based on analytics
• Lead Generation Campaigns #2-8
• Annual Review and Planning for Year 2
Scope of Digital Marketing Deliverables
• Videos for: social, website, campaigns, pre -roll, etc...
• Design - for all digital marketing deliverables, print, etc...
• Website Design and Development
• Social Media
• Blogging
• Email Campaigns
• Lead Generation Campaigns
Build short term campaigns around content that seeks to engage specific
audiences for specific purposes,
Lead Gen Campaigns are about generating qualified leads.
• SEO Optimization
Local Listings
Website optimization
Keyword Strategies for all content
• Growth Driven Website Management & Hosting
• Monthly Analytics Reports
EXHIBIT A - SCOPE OF SERVICES
PRIMITI V E
5 0 C I A L
111 �ll 1111 111 ! 11! 1111 a
reT77T9 I 'i 1;1;� l 17M��
Build a comprehensive wobsite for Downtown Lubbock that benefits:
Citizens (by making it easy to know what's going on downtown and all the things
that exist for them to enjoy)
Business Owners (by showcases their business in an engaging/interactive way)
Developers (by making it easy to find available properties, as well as clearly
spelling out all the details they will need to know in the process of their project)
Visitors (a place where people from out of town can easily access Downtown
options when the are visiting)
Develop an aggressive Content Marketing strategy that creates a large online
followinq
IL,lAsqw,liLt)hD Ldnth jr rn/ is a great example of what we can create for
Downtown Lubbock
Downtown Lubbock has to tell its story so that people want to be a part of
Downtown and its growth/future
Create a strategy that coordinates and manages all the individual Downtown LUbbock
efforts (Team Lubbock, Market Lubbock, TI F Board, etc...) so that we are all going in
one direction.
Custom Designed & Developed Website 1 $6,000 (one time cost)
• Includes all images, video, design
• All content development
Including a robust section for developers that maps out the entire process of
working with the city. Including who to talk to and how to get them.
• Interactive map of all downtown attractions (searchable)
Places to stay (temporary and permanent)
Food
Entertainment
• Interactive map of all available real estate downtown
• Monthly management and continuous build out
• Include a section where people can find contractors that do work downtown.
EXHIBIT A - SCOPE OF SERVICES
PRIMITIVE
5 0 C 1 A
Content Development & Building an Audience (similar to: htti2:llwww.lLjbbo!QkintheloQp.-cop[g)
• Social Media Management - Facebook I Twitter I Instagram
• Growing a large audience through Facebook targeting
• Weekly blog story
• Weekly email newsletter
Collaborate & Organize Communication With Variety of Organizations
• Coordinate efforts with all downtown organizations and entities
• Work to build others platforms while maintaining a consistent vision and direction for
downtown.
Phase 11 Strategy & Infrastructure (Month I & 2)
• Develop Specific/Measurable Goals
• Customer Analysis and "Buyer Persona" Development
• Competitor Analysis
• Keyword Strategy for SEO
• Set up all digital tools
• Social Media
ID First round of content created and sent
• Facebook Ads, Instagram & Google Ads set up and running
• First Lead Generation Campaign developed
Phase 2 1 Full Launch (Month 3 & 4)
• Full websites launched
• Page by page SEO Optimization (meta tags, alt tags, etc...
• Monthly content "offense" (social media, emails, blogs, SEO optimization, etc...
• Lead Generation Campaign #1 launched
Campaigns include: content offer, landing pages, CTNs on website, social media
posts and ads, blogs, email campaigns, google ads.
• Monthly progress reports and analytic reports based on specific goals
Phase 31 Grow - Execute - Measure - Adjust (Month 5-12)
* Continued monthly content offense.
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
1041
Complete Nos. 1 - 4 and 6 if there are interested parties.
OFFICE USE ONLY
Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties.
CERTIFICATION OF FILING
Certificate Number:
1 Name of business entity filing form, and the city, state and country of the business entity's place
of business.
2017-218898
Primitive Social, LLC
Lubbock, TX United States
Date Filed:
06/05/2017
2 Name of governmental entity or state agency that is a party to the contract for which the form is
being filed.
City of Lubbock
Date Acknowledged:
06/20/2017
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the services, goods, or other property to be provided under the contract.
13449
Inbound Marketing Agency
4
Name of Interested Party
City, State, Country (place of business)
Nature of interest
(check applicable)
Controlling
I Intermediary
Hurst, Jerred
Lubbock, TX United States
X
Wilcox, Ryan Kade
Lubbock, TX United States
X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct.
Signature of authorized agent of contracting business entity
AFFIX NOTARY STAMP / SEAL ABOVE
Sworn to and subscribed before me, by the said this the
day of
20 , to certify which, witness my hand and seal of office.
Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath
rorms proviaea oy i exas ttnics commission www.ethics.state.tx.us Version V1.0.883
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
1of1
Complete Nos. 1- 4 and 6 if there are interested parties.
OFFICE USE ONLY
Complete Nos.1, 2, 3, 5, and 6 if there are no interested parties.
CERTIFICATION OF FILING
Certificate Number:
1 Name of business entity filing form, and the city, state and country of the business entity's place
of business.
2017-218898
Primitive Social, LLC
Lubbock, TX United States
Date Filed:
06/05/2017
2 Name of governmental entity or state agency that is a party to the contract for which the form is
being filed.
City of Lubbock
Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the services, goods, or other property to be provided under the contract.
13449
Inbound Marketing Agency
4
Nature of interest
Name of Interested Party
City, State, Country (place of business)
(check appllcable)
Controlling
Intermediary
Hurst, Jerred
Lubbock, TX United States
X
Wilcox, Ryan Kade
Lubbock, TX United States
X
5 Check only if there is NO Interested Party.
6 AFFIDAVIT 1 swear, or affirm, under penalty of perjury, that the above disclosure is true and correct.
UZ LANGFORD
ik
MY COMMISSION EXPIRES
M�:' September 13, 2017 Signature of authorized agent of contracting
business entity
AFFIX NOTARY STAMP / SEAL ABOVE
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Sworn to and subscribed before me, b the said V ot-d-R t ��
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20 to certify which, witness my hand and seal of office.
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Signature o ff&r administering oath Printed name of offic administering oath
Title of officer a inistering oath
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