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    3. Particular Conditions

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    15 views45 pages

    Particular Conditions

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    Dream 2 Rose

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    © All Rights Reserved
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    ‘Executive Version PARTICULAR CONDITIONS OF CONTRACT ‘among LOC NINH ENERGY JOINT STOCK COMPANY and, POWERCHINA ZHONGNAN ENGINEERING CORPORATION LIMITED and POWERCHINA VIETNAM LIMITED COMPANY for LOC NINH 1 SOLAR POWER PLANT (200MWp) Engineering, procurement, construction, supply, Insialiation, testing & commissioning Dated: 24 May, 2020 W/o NOY PARTICULAR CONDITIONS OF CONTRACT ‘The Conditions of Contract comprise the ‘General Conons”"Conations of Contract fr tho Plant and Design Bui" Frst Estion 1000 pubishod by the Fédération Internationale des Ingénieurs Conse (F1D(0) and the folowing “Particular Conditions of the Contact which Include amendments and addons to such Ganeral Conditions of contact, as wal s the “Contract Data" and annexes tothe Particular Condlions of Contract oc ms sovae pone man tgs _ Part A — Contract Data Conaitions Ret, acc Data [Employer's name and aadress aa2z LOG NINH ENERGY JOINT STOCK COMPANY \Adoroes: Ly Thuong Kiet Steet, Phu Loe Iran Pha Distt, Dong Xoai Ga inh Proc [Province Vietnam [Contractor's name and address 1428 i. offshore Supplier Powerchina Zhongnan [Engineering Corporation Limited acess No.8 Nanchang East Rand Yuhua, [Distt Changsha. Hunan Province #10014. PR. china, 2. Onshore Contractor: Poworchina Vietnam Limited Company ‘Adaress: Room 1602, 16th foor, 319 ower, No.63| |Le Van Luona Steet, Cau Gay Disil Hano,, (vemam. [Engineer's name and address 14248 13 "Engineer" moans the person appointed a fly auhorized by the Employer to act 2s the Employer's Represertatve on behalf ofthe Employer fr the purpoce ofthe Contact. Engineer: Yos Meeanant Mobil: +66-61.9115605, “4-08-2067 1902 Ema yos@@a2-tech com [base date 1434 28 days prior wo last dat or slgnatwe ofthe Contract [Tine for Completion saaae| 2 1 months in total counted fiom Commencement Dato tothe date of Taking Over. ‘communication 13 In witing & Email Tefax communication 1. Employer: Mr. Yos Meeanant Mobile: +86-81-9115603, -¥04-08-26671302 |E-mai: yos@a2tech com 12. Contractor: He Qi Mobile: +86-16116365019 [E-malt LN1_PCZ@ 168.00 Webs wwe [Governing law 14 Lave of Singapore Rung language 14 [English f any Pent or standards ana regulations are in Viemamese, the Vietnamese ‘vefsions shall preva over any English versione Languages of communication 14 Engish Rees fh mee i 1 | Zee tocunoyssouenowseruvmraoumy Right of Access to Site 2a [wriin 7 days afer signing the Contact [Agroement by both Parbes [Performance Security 42 15% of the Accepted Contract Amount, to be [submited within 28 days afer the issuance and lefecvaness of the Employer Security by such lbank ae acoeptaba tothe Employer, vab uni the isuance dat of Perormance Cetticale, “echnical Standards and Regulations 5a EC standards and Vieinamsse standards &| regulations or, ifnot plicable, relevant Chinese lntematonal "standards to’ mest’ the’ EVN requirements | Warranty fo major equipment 79 waranty Period af major equipment (1) 10 years for PY modules; and 2) 5 years for inverters Spare Parts, Hthe Contractor shall provide and. maintain al Imandatory. spare paris during. the. Detects [Notication Periods, he type and quay of which shall be in accordance with Schedule No. 20, |commencement of Works at ‘Commencement Date (1) Signature ofthe Contract Agreement; (2) Receipt ofthe Advance Payment Guarantee by the Employer (©) Receipt ofthe ful amount ot Advance Payment by the Contractor, (@) Receipt ofall th valid and enforcaable Employer Socuriy by tho Contractor which Satstes all conditonsstpulted in Clause 10 ofthe Contract Agreement (©) Right of aczess to, and possession of al pats ofthe Site (mine clearance uly completed by the Employes forthe purposes of performing the Works being provided tothe Contactor, and (@)Al mandatory pormits,lconses and approval forthe implementation of the Projact obtained by the Employer ‘The Commencement Date shal be no ater than 22 dune 2020, [Delay damages for the Works ey ‘The Delay Damages shall be charged at 05 725 ‘USD for each day of delay ifthe date of COD is Iofer thon 31. Dscamper" 2020" for roecone| titbutabe tothe Contractor [Cap of Dtay Damages a7 10% of Aceepted Contract Amount [Detects Notation Period ta 865 days (one yest) [Extension of Defacts Neifiaton Period 13 No more than one (1) year Loci» sou rows ray asa ‘he Contact Price waa Inciting uch taxes a6 CIT, VAT and custom utes requved by the appleable laws of Vietnam, |Advance Payment 0% of the Total Ofshore Accepted Contract |Amount and 10% of the Teta Onshore Accepted (Contract Amount against presentation of Advance Payment Guarantoe n equivalent amet [Schedule of Payment Confmation 144 Offshore Works: 1. Supply of equipment & material (orsign) (1) 50% ofthe pro rata offshore supply amount | each shipment cerfed by the Employer of ts ologaied assistants within? days ater the rece of invoice and sipping documents upon shipment ofeach batch of goods fiom Cana por 2) 35% ofthe ro rata ofehore evpply amount of| leach shipment certited by the Empoyer or its ‘delegated ascistants within T days ater the rece ‘of copy of invoice upon delwery ofeach batch of [goods tothe Ste (9) 5% of te Total Onshore Accepted Contac |Amount cetiied by the Employer ots delegated assistants within 7 days afer tho receipt of copy of Invoice upon issuance of Taking Over Cerificate. ‘Onehore Works: ‘2 Design, cl, installation and other works (as “onshore serie" (1). 85% of the tots onshore. service amount certtied by the Employer or its delegated ‘assistants according to Milestone of ‘Onshore Works in Schedule No, 12 win T days ater the receipt of ivoie, 2) 5% ofthe total onshore service amount certfe| by the Employer ors delegated essitants upon ssuaneo of Tating-Over Ceriate of tha Proje lwinin 7 days ater the receipt of invoice, |3. Supply of equpment & materials (domestic) (1) 85% of the total or pro rata EXW amourt (ian) lcettiled by the Employer or its dologatea| lasistants according to milestone of Onshore 'Works mn Schedule No, 12 within 7 days ster the receipt of invoice upon delivery of alzh of [domestic goods othe Site 2) 59 ofthe total or pro rata EXW amount ian) cetiled by the Employer or is delegated ‘assistants upon issuance of | Taking Over Conicato of the Project, within 7 days after the WNP 45 ty aaa ae Loci Sour POWER PAN” na) [oink ainorion The EXW condltion shal be interpreted in |aocordance with Incoterms 2010, Timing of payments: (1 foradrance payment 2) fora Deterted Payment Anount| (@) for any increased payers (4) for Final Payment “47 (1) within 14 days after the receipt of Advance Payment Guarantee, but no later than 22 une 2020 (2) the Deferred Payment Amount which includes fofshore and onshore portons shall be paid as fol (he offshore Deferred Payment Amount in the “amount of 90% ofthe Tal Offshore Accepted Contract Amount shall be paid tothe Orfshore| ‘Supplier by the latest dato of 30 June 2021, as) ‘one-off payment by TH, (the onshore Deferred Payment Amount nthe ‘amount of 803% af Total Onshore. Accepted Contact Amount shall be paid lo the Onshore Contractor by the latest date of 80 June 2021, 25 one-off payment by TT. (3) any neceased amount othe Accepted Contra |Amount which Is neured fom Varatons or aime funger'the Contract witin 28\ days aera sgio0ment or determination le mage or athenses| agreed bythe Parties, (4) within 88 days aftr tho Employer receives the Final Paymont Getfcate Delayed Payment {9 no more tran 28 days, the Contractor shal be [ented to receive late-peyment Interest on the ‘unpaid amount atthe rate of 6 Month LIBOR +3 per annum, 2) if over 28 days, the Contractor shal be ented to immediately terminate the Contact and cai fo Hull amounts under tne Empoyer Secunty, and lato [payment interest on the unpaid amount a te rate [ot onth LIBOR# 3% por annum, Retention Money we Not applicable Payment curences and Proportions 1) USD for Ofshere Works, and 2) VND far Onshore Works using spot rate of ‘exchange between USD and VND a pubis by contal bank of Vietnam atthe IPC esuance ve date = 80.28% (upon Test on Completion) Liquidated Damage of Performance a7 “The PR tess ehal be carried aut curing Test on ‘Completion for three (8) mes at most as flew: 1. the fst tes, if falled the Contractor shall ty to a = Oy maw OR: {oc ms Sou Po Paw zo 2. the second test I falled, the Contactor shal to remedy the defects again and goto the thd test, 3. the thi lest, if tl fale forthe Contractor’ reasons, the felowing PR: damages shal bo| ‘applicable. 1.0% of Accapted Contract Amount for ever complete 10% deficiency compared. wih. the| Jquarantees PR. Totaly no more than 5% of Acoepted Contract Amount [The DAB shall be composed at | 202 [Not applicable. Failure to Agree Dispute Faure to ree 203 |Not applicable. [Faure to Agree Dispute ee 204. |Notapplicabe Intemational arbivaton sha be administered by: International arbitration shal ‘ang. |[Singavore Intemational Airation Centre] ‘administered by [The Seat and placa of ration shall be singapore, Faire to Comply with Dispute — |Adjudicaton Boars Decision 2077 |Notappkcab Expiry of Dispute Aguccator Board's Appointment 208 [Notapplicabe, Loc» Sos poner vo sod _ Part B - Special Provisions “The following Partular Contos of Contact (PCC) shall supplement the General Conditions of Contact (CC), Whenever thee isa confit, the provisions herein shal peval over those inthe GCC. Clauses are numbered here n accordance with the clause number inthe FIDIC. Document. The following Sub-Clauses ae reiten as follows, 4. General Provision 414 Definitions Replace the Sub-clause 1.1 entrely withthe folwngs: ‘The Conclions of Contact comprise the “General Contos’. which form part of the “Conditions of Contract for PLANT AND DESIGN-BUILD" Fist Elion 1969 published by ‘he Faderation Intemational des Ingeniours Conseils (FIDIC), and the folowing “Partular CCondons’, whieh Inclute amendments and adations to such General Condos. The folowing words and expressions shall hava the mesnings stated, Words indicating persons ot pattes include comporators and other legal etl, except were the context requires otherwise 444A Contract Replace the sub-clause wit the following "Contract means the Contract Agrooment adits Addondums (an), the Lettar of Accoptance, these Condon, the Employer's Requlromens, the remaining Schedules, the Contractors Proposal, Drawings, and cer documents foming parts of the Contact, and the further Acumen (any which ae listed in the Contract Agreement ‘Ads the paragraph atthe end of Sub-ause 1.1.1.1 a8 following “Projoct means the Loe Ninh 1 Solar Power Plant (200MWp) which include engineering, procurement, construction, supp, installation, testing & commissioning, 41.4.2 Contract Agreement Delete the “if any”in the Suaclause 1.1.12 of Contact Agreement. 41.4.3 Lotter of Acceptance Replace the sub.clause with he folowing ter of Acceptance" maans the lela of formal accoplance, signed by the Employer dated a 7H Eo XA oc mn save wen ALN as _ 20% February, 2020, 44.44 Letior of Tender Delete the entre sub-clause of "Letter of Tender AAA Schedules Replace the entre sub-clause 11.16 of Schedules with the following Schedules means the document(s) ented Schedules, comploted by the Contractor and submited with and ineudedin the Contact, Such document may include Tine Schedule, price schedules, templates of guaranises and other data 44.1.7 Contractors Proposal Replace the entire sub-clause 1.1.1.6 of Schedule withthe fotowing: “Contractor's Proposa means the document ented Contractor's Proposal together with allot ts annexes, which the Contactor submited ae included in the Contaet. Such document may Ince the Contractors preliminary design 14.4.8 Tender Delete the entire Sub-clause of "Tender 11.4. Appondix to Tender Delete the entve Sub-clause of “Append to Tender" 414.2, Parties and Persone tc en 22h “rst pan a a rt Agee oe Scene Pee eh bg “Senco prem onrh it re tg Ont St nC, wg ac few Pec “marr on pie tying eon iss ara ne rr en rem tr on pt on os Ea (nbe cstv arar!sepmanetse eh bo ara 442.90A8 Not applicable, as "DAB" isnot considered inthis Contract 1.4.84 Base Date Replace sub-aus 1.1.8.1 with the following: "Base Dat 12ans 28 days pir to the last date for signature of he Contac. 1.4.83 Time for Completion Replace the “Appendix to Tender’ by “Contact 414.36 Tests after Completion "Not applicable. Delete the entire sub-clause of Tess after Completion 4.4.37 Detects Notification Period Replace the “Appendix to Tander by "Contract 4.4.8.10 Substantial Completion ‘Add te folowing definitions to sub-clause 1.4.3, “Substantial Complotion” mesns, fr each Section of the Works, except for minor ems of ‘work that would not affect the perfomance or operation ofthe relevant solar power plat: (@) all materials and equiprent forthe solar PV plant have been installed in accordance with ‘he Contractor's Drawings: (©) all control systems have been installed in accordance wit te Contract (©) al equipment af the PV ares have been fly commissoned as follow: © PV Area 5. Individual es & fnction tat fo cable Combiner box Cru breskor Gut protection system Inverter “Transformer 235k System ‘SCADA monitoring system Earthing & ightsng system 4k. Sting commissioning and ia operation equipment: 1. tnveter i eady ‘or setvonlzation test ast signal, contol sytem ater configuring PLO) Iv, Fits Energizaton to Iveta ost (@) alist ofall uncompleteditems has been prepared and mutually agreed by the parte, ‘Substantial Completion can be accomplished in incremental steps, the sum of which shall constitute Substantial Compton ofa Section ofthe Werks. 41.3.1 Substantial Complotion Certificate ‘Add the folowing denis to sub-clause 1.1.3, “Substantial Completion Crtfcas" has the meaning ascribed to Kin Sub-Clause 0.13.2 (Substantial Completion Crise) 41.3.12 Commercial Operation Date (COD) ‘Add the following definitions to sub-clause 1.1.9 "Commercial Operation Date" means the day on which the Works has passed the test run applicable to grid-comected PY power pant and to point connecting equipment, and is able to sell lactic to the Vietnam Electricity (EVN) 4.4.48 Foreign Currency “This definition shal be replaced by “Foreign Currency” means Unted States Dollars or USD which ete official curency ofthe United States of America in which pat of te Contact Pic ts payable. 44.47 Interim Payment Czrtifeate “This dfinton shal be replaced by "term Payment Cetificals" or “IPC” means a payment coritalo issued under Clause 14 [Contract Pie ard Payment] by the Employer in the focm set out in Schedule No.9 (Form of Interim Paymant Cetfcats, ater than the Final Payment Ceres, 44.4.1 Retention Money This deduction of tention money net appicabie thus shal be deleted tay ‘Add these two dfiritons tothe end of sub-clause 1.1.4 14.4.9 Total OnshorelOfishore Accepted Contract Amount Yin as wm Ce ‘The Accopted Contract Amount consists two potions, namely the Total Onshore Accopted Contract Amount and Total Offshore Accepted Contract Amount upon signature ofthe Contract 1.4.4.4 Total OnshorelOfishore Contract Pleo “Total OnshorsOMishore Conzact Pics i the Total Onshore/Ofshore Accepted Contact ‘Amount considering potental variations and adjustments in accordance with the Contact. combination ofthe Total Ofshare Contract Price and Total Onshore Contract Price equals to the Contact Pie 1.4.8. Section “Sector” means a part of te Works (including soar PY generating unt) specially dentifed 188 such in the Contract. 4.1.6 Other Definitions. plac cub-cause 1.1.6.2wah the fowing: County" means the Soiast Republic of Vietnam, 14.87 Sito Replace sub-cause 1.1.8.7 withthe following “Site” means contruction lind at Loe Tan Commune, Loc Ninh Distt, Binh Phuoe Province, ‘Vietnam where the Permanent Works are tobe executed and to which Plant and Materials are to be delivered {ngrt and a four new detitons to sub-clause 1.1.6 a8 the fowing 14.8:10 Employer Security “Employer Securty” means athe secures or conditions defined in he Gonract Agreement ‘4s requested to be provdedty the Employer othe Employer's sponse satistyng the fnancng requirements ofthe Contractor and its andar. 4.4.6.1 Punch List “Punch Lis’ means the kt of tems of wor forming pat ofthe Werks upon Taking Over that, 138 determined by the Employer, remain to be completed by the Contactor. 44.6:12 Inspection & Test Plan or TP “inspection & Test Plano “ITP” isthe program of inspection, testing of major equipment, ‘vlan instalation works to be prepared and submited by the Contractor tothe Engineer for approval before commencement of such works on Sto Oy rena i a Se Loci SoU PONER PLN ana _ 1.6.13 Notice to Proceed "Notice to Proceed” or 'NTP” moans the notice issued by the Employer pursuant to Clause {81 (Conditions Precedent inthe form of Schedule No. 18 (Form of Notice to Proceed) 14.614 PPA "PPA means the power puchase agreement entered into by the power purchaser (EVN) and, ‘he Employer dated 29 une 2019 in relation tothe Prec, as may be amended by the partes thereto from time to tine | 41.3 Communications | Replace the “Appendix to Tender by ‘Contract’ in the seconded paragraph ofthis Sub-lause | 13. | Replace the “Append to Tender by “Contract” nthe third paragraph of his Sub-clause 1.3. | 1.4 Law and Language Delete tis entre sub-clause and replace withthe flowing: ‘The Contract shal be govemed by the Law of Singapore. HW thore ate versione of any pat ofthe Contract which are waten in language other than Engi, the English versior shal preva. any local Permits or standards and regulations are In Vietnamese, the Veriaese versions shal preva over any English versions ‘The language fr commmunicatons shal bein English, 1.5 Priority of Documents Replace sub-clause 1.5 with the folowing “The documents fring the Contact ae to be taken 35 mutual explanatory of one another. For the purposes of ntorpretaton, th pir ofthe documents shal bein accordance with he following sequence: 2) the Contract Agreorsnt and its Addondums (any); 1b). the Leter of Acceptance; ©} the ParicularConditons of Contract; 8) the General Conctons of Contact ©) the Schedules: 1) the Contractors Prososal, 19) the Employer's Requirements; and 1h) te Drawings 1.6 Contract Agroement Vs Replace the Sub-lause 1.6 enely withthe following The Patios shall enter into a Contact Agreement within 7 days afer al patios como to a conclusion through conractnegotation fortis Project, unless they agre athens. The costs of stamp des and similar charges (any) imposed by law in connection with enty into the Contract Agreement shal be bore by the Employer. 1.7 Assignmont Insert the folowing paragraphs to the end this Sub-Clause 1.7 Notwithstanding this Sub-iause 1.7 and any other provision of his Contract, the Contractor hall be ented to assign sights o ary monies due orto become due) against the Employer ‘based onthe Inter Payment Caticate (he IPC) andor the Employer Secury issued under the Contract tothe Contzacar's bank or any third party (as previously notfed tothe Employer In wrt no los than fourtsen (14) days In advance), including lof he Contractors rights, Interests, bonefits and cain, under oo al or part of payments by the Employer under the Contac. ‘The Contractor, when intonding to assign to any third party ts rights against the Employer to ‘any mories based on each PCs andor the Employers Secury, shall provide tothe Employer 8 Notice of Assignment no ess than seven (7) days in advance. Such assignment shall be substantial inthe form of Schedule No 1 (Notioe of Assignment. 1.8 Gare and Supply of Documents, Delete the wards of “pubcatons named nthe Employer's Raquements in the second paragraph ofthis sub-clause 1.8, 4.48 Compliance with Laws ‘Add the following paragraphs a the end ofthis Sub-Clause 1.18: ‘The Employer wit the Contactos asistance shale all notices obtain all permits, feanses. ‘and approvals (including ary tax exemptions), as imposed upon the Employer in accordance withthe Laws of Vietnam and shal indermify and hold the Contractor hari against and {fom the consequences of any failure todo so. ‘The Contractor shall submit deals of all Goods tothe Employer, who shal then within 14 {ays obtain all import pemits or licenses required for these Goods, if necessary. The Contractor undertakes to prvi its ul esietance inthe epplaton fr any import eenses oF Perit. the delivery of ary Goods is delayed for reasons ofthe Employers allure to obtain required import permits or ienses on a timely basis, the Contractor shall be ented to all reasonable cost ncutted and extension of Time for Completion inter tt Crt fe eae aan pd em ror oN sy LOCA SOUARPONERPLAN a0) Laws of Vitam or any problem because of thelr misconduct under the Employers thoization, the Contractor fs solely responsibe to any consequences fo both the Employer land the Contractor at thir oun cos 2. The Employer 2.4 Right of Access to the Sito Replace the frst sentence ofthe fst paragraph wth the falling “The Employer shal gve the Contractor right of access to, and possession ofall parts of the ‘Ste within 7 days after signing the Contract Agreement If, under the Contract, the Employer 's required to glve (tothe Contractor) possession of any foundation, stucture, plant or means ‘of access, the Employer stall do so in the time and manner stated inthe Contract. Dung the Defects Notation Period, he Employer shal give the Contractor access to, and possession ofthe Sto, Site roads and erane hard stand as may be required to enable the Contractor to perform the obigations in aecordance with the Contact, Consietion of external accaes roads {0 the Site shal be the responsibilty ofthe Employer.” Delete the second paragiaph entirely. 2.2 Permits, Licenses o” Approvals ‘Ad the flowing two paragraphs at the ond ofthis Sub-clause 2.2: (©) The Employer shal ge reasonable assistance to the Contactor (where requied) in obtaining vsas and parm forts personnel o enter and remsin in the Socilst Republic of ‘Vietnam fo the purpose of porforming the Work under the Contact. (@) The Employer shall bin the permits for custom clearance, connection tothe gid, and ‘other permits ar lcenses which the execution of the Project could raquira as detaled in ‘Schedule No. 11 2.4 Employer's Financlel Arrangements Replace the sub-clause 2 with the following ‘The Employer shal submit within 28 days efor the Signature Date, or before 22 June 2020, ‘at or me vata Employer Seaury ln favor of te Contactor whic vl enable the Emplayer to pay the Contract Pic (as estimated at that ime) in accordance wih Clause 14 [Contract Price and Payment Ifthe Employer intends to make any material change to his financial arangements the Employer shall ive notice to the Contractor wih detaled parieuirs inno ‘iroumstances later than 6 uly 2020, Upon the receipt oa Notice Assionment from the Contactor regarding Ils intention to assign reas ak Ue BE RDEW {o any third patty its ahs e any monies undor the Contract, tho Employer shall confirm nd Issue to the Contractor an Acknowodgment of Natce of Assignment (nthe form as proved in Schedule No. 6.2) wth a copy tothe Contractor’ hancing bank as the assignoe within ‘son (7) days, whereby the Employer agrees to make payments drecty othe assignee, so | requested bythe Corracorinthe Notice of Assignment The issuance of an Acknowledgment ‘of Notice of Assignment shal nt be unreasonably withheld or delayed by the Employer. ‘The Employer shall b responsibie forthe timely confirmation and issuance of each IPCs in accordance vith relevant frovsions inthe Clause 14 [Contract Price and Payment] of this Contract, al of which without reasonable cause, shall ot be delayed by the Employer. 2.5 Employer's Claims Replace the second paragraph of sub-clause 25 wth the flowing ‘Te notice shall be given as soon as practicable and not later than 28 days afer the Employer became aware ofthe event or cumstances giving rise tothe csim. A notice relating to any extanson ofthe Defects Notifeation Pari shall bo given before the expiry of euch poco. If ‘he Employer falls to gve natce ofa claim win such period of 28 days, the Employer shal not be entitled to claim for any adtonal payment, andthe Contractor shall be dscharged rom al abit in connection wit the claim, Delete the second senfoncein the last parapraphof sub-clause 25 3. The Engineer §3 Instructions ofthe Engin Replace the Sub-

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