HomeMy Public PortalAbout2012 Agreement - AtkinsRESOLUTION NO. 2012-33a
A RESOLUTION OF THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, SELECTING THE
PROPOSAL OF ATKINS NORTH AMERICA, INC. FOR
EMERGENCY INSPECTIONS AND BUILDING PERMIT
PLAN REVIEW; AUTHORIZING THE VILLAGE MANAGER
AND OTHERS TO NEGOTIATE FINAL TERMS FOR SUCH
SERVICES AND ENTER INTO AN AGREEMENT;
PROVIDING FOR IMPLEMENTATION; AND PROVIDING
FOR AN EFFECTIVE DATE.
WHEREAS, the Village of Key Biscayne, Florida (the "Village") issued a Request for Proposals
(RFP) in order to solicit through a competitive procurement process professional services for inspections and
building plan review following a natural or man-made disaster ("Services"); and
WHEREAS, Atkins North America, Inc. ("Film") submitted a proposal in response to the RFP and
after review of the proposal submitted, the Village wishes to select the proposal of the Firm to provide the
Services; and
WHEREAS, the Village Council finds that this Resolution is in the best interest and welfare of the
residents of the Village.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS:
Section 1. Recitals Adopted. Each of the above stated recitals are hereby adopted, confirmed
and incorporated herein.
Section 2. Selection of Firm. The Village Council hereby selects the proposal of the Firm to
provide the Services, based on the fee schedule included in the proposal, a copy of which is attached as Exhibit
"A" to this Resolution.
Section 3. Village Manager and Attorney Authorized. The Village Manager is hereby
authorized to negotiate with the Firm the final terms of an agreement for the provision of the Services,
consistent with the Proposal attached as Exhibit "A, and to execute an Agreement with the Firm acceptable in
form and substance to the Village Attorney. The Village Attorney is hereby authorized to prepare an agreement
and to do all other things necessary to accomplish the completion of an agreement.
Section 4 . Implementation. That the Village Manager is hereby authorized to take any and all
action which is necessary to implement the proposal and an agreement for the Services and the purposes of this
Resolution.
Section 5. Effective Date. This Resolution shall be effective immediately upon adoption.
PASSED AND ADOPTED this 28th day of August, 2012.
A I EST:
CONC I A H. AL W REZ, MMC, VILLAGE CLERK
APPROVED AS TO FORM AND LEGAL SUFFICIE
VILLAGE ATTORIY
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l
YOR IN H. CAPLAN
AGREEMENT
BETWEEN
THE VILLAGE OF KEY BISCAYNE
AND
ATKINS NORTH AMERICA, INC.
HIS REEMENT (this "Agreement") is made effective as of the day of
2012 (the "Effective Date"), by and between the VILLAGE OF KEY
BISCAYNE, a Florida municipal corporation (hereinafter the "Village"), and ATKINS
NORTH AMERICA, INC., a Florida corporation (hereinafter the "Contractor"), with its
address at 2001 Northwest 107th Avenue, Miami, Florida 33172-2507.
WHEREAS, on May 31, 2012, the Village issued a Request for Proposals ("RFP")
seeking professional services for the review of building plans and inspection services
immediately following a significant natural or man-made disaster impacting the Village;
WHEREAS, the RFP resulted in the Contractor submitting a proposal to the Village,
which proposal is dated June 22, 2012 is incorporated herein by reference (the "Proposal");
WHEREAS, the Village selected the Contractor for the requested services, and the
Village desires to enter into an agreement with the Contractor for the services described in this
Agreement, and the Contractor has agreed to provide such services pursuant to its Proposal; and
WHEREAS, the Contractor and the Village, through mutual negotiation, have agreed
upon a Scope of Services, schedule, and fee to engage the Contractor to perform certain services
for the Village consisting of structural, building, electrical, plumbing, roofing, mechanical, zoning,
and code enforcement services as further detailed in the Scope of Services set forth herein below,
including any necessary review of plans pursuant to the Florida Building Code, upon request by the
Village.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the Contractor and the Village agree as follows.
1. Scope of Services.
1.1. The Contractor shall furnish such services and provide deliverables as
required and requested by the Village's Director of Building, Zoning and
Planning Department or his designee, in accordance with the terms,
specifications and conditions set forth in the RFP, the Proposal and this
Agreement, which shall include but are not limited to the following:
review of building plans, zoning plan review and code compliance
services and processing of plans; administer the Florida Building Code
and all applicable building codes and regulations, including Village codes
and ordinances; provide inspection services and clerk functions; code
enforcement services; provide plans reviewers, building code inspectors,
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project managers, building officials and code administrators; and Federal
Emergency Management Agency ("FEMA") support and documentation
(collectively, the "Services").
The Scope of Services itemized above is not intended to be limiting, and
additional Services may be required of the Contractor as directed by the
Director of the Building, Zoning, and Planning Department or his
designee.
The Contractor shall utilize its skills and shall competently and
professionally perform and complete the Services in a successful, timely
and safe manner. The Contractor shall provide all necessary materials,
equipment, personnel and services for the timely performance of the
Services. Notwithstanding anything to contrary in this Agreement, in
performing the Services under this Agreement, the Contractor shall
perform the Services to the standard of care of a reasonable professional
that is performing the same or similar work, at the same time and locality
and under the same or similar conditions faced by the Contractor.
At the request of the Director of the Building, Zoning and Planning
Department, the Contractor and all personnel providing Services pursuant
to this Agreement shall meet with the Director and appropriate Village
staff to address and review procedures and receive training on the
Village's building permit tracking system software.
2. Term/Commencement Date.
2.1 This Agreement shall become effective upon the Effective Date and shall
remain in effect on a month -to -month basis, unless earlier terminated in
accordance with Paragraph 8. The Director of the Building, Zoning, and
Planning Department or his designee may extend the term of this
Agreement up to an additional ninety (90) days by written notice to the
Contractor.
2.2 The Contractor acknowledges and agrees that the Services shall be
performed as expeditiously as is consistent with professional skill and care
and the orderly progress of the Services required under this Agreement.
The Contractor shall perform and complete the Services within the
timeframes set forth by the Director of the Building, Zoning, and Planning
Department or his designee and as requested by the Village, unless an
extension is granted by the Director of the Building, Zoning, and Planning
Department or his designee.
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3. Compensation and Payment.
3.1 The Contractor shall be paid for the Services on an hourly basis in
accordance with the Fees and Schedule of Hourly Rates set forth in
Exhibit "A" attached hereto and made a part hereof All hourly rates and
fees charge shall be supported by a complete accounting of said hours.
3.2 In order to receive payment for the Contractor's Services, the Contractor
must provide a detailed invoice, on a monthly basis, that contains a list of
the Services that have been provided. The Contractor may be required to
use a form that is acceptable to the Federal Emergency Management
Agency ("FEMA").
3.3 The Contractor shall pay all of its own expenses incurred in performing
the Services. OR
The Contractor shall be reimbursed by the Village for necessary and direct
costs including copying, plan reproduction costs requested by the Village,
long distance telephone calls, federal express or courier services, as
approved by the Director of the Building, Zoning, and Planning
Department or his designee.
3.4 Invoices shall be promptly processed for payment upon receipt by the
Village pursuant to Sec. 218.70, Fla. Stat, the Florida Prompt Payment
Act, after approval and acceptance of the Services by the Director of the
Building, Zoning, and Planning Department or his designee.
4. Subcontractors.
4.1 The Contractor shall be responsible for all payments to any subcontractors
and shall maintain responsibility for all work related to the Services
performed.
4.2 Any subcontractors used to complete the Services requested by the Village
pursuant to this Agreement, must have the prior written approval of the
Director of the Building, Zoning and Planning Department or his designee.
5. Village's Responsibilities.
5.1 The Village shall furnish to the Contractor, at the Contractor's written
request, all available data in possession of the Village, pertinent to the
Services to be provided by the Contractor.
5.2 The Village shall arrange for access to and make all provisions for the
Contractor to enter upon real property, as required for the Contractor to
perform the Services, as may be requested in writing by the Contractor.
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6. Contractor's Responsibilities.
6.1 The Contractor shall exercise the same degree of care, skill and diligence
in the performance of the Services requested as is ordinarily provided by a
Contractor under similar circumstances. If at any time during the term of
this Agreement it is determined that the Contractor's deliverables are
incorrect, defective or fail to conform to the Services requested, upon
written notification from the Director of the Building, Zoning and
Planning Department or his designee, the Contractor shall, at Contractor's
sole expense, immediately correct the work.
6.2 The Contractor shall supply all information and documentation required to
support the Village in the Federal programs reimbursement process, as
mandated by FEMA. Further, the Contractor shall otherwise comply with
any and all requirements for federal reimbursement, and all applicable
federal and State laws
7. Conflict of Interest.
7.1 To avoid any conflict of interest or any appearance thereof, the Contractor
shall not, for the term of this Agreement after Contractor has commenced
performing Services under this Agreement, provide any consulting
services to any private sector entities (developers, corporations, real estate
investors, etc.), with regard to any adversarial issues in the Village where
Contractor was involved in performing Services for the Village under this
Agreement. For the purposes of this section "adversarial" shall include
any development application where staff is recommending denial or has
already denied the application; or in cases involving an administrative
appeal or court action wherein the Village is a party.
8. Termination.
8.1 The Director of the Building, Zoning and Planning Department or his
designee may terminate this Agreement without cause upon five (5) days
written notice to the Contractor, or immediately with cause.
8.2 Upon receipt of the Village's written notice of termination, the Contractor
shall cease working unless directed otherwise by the Director of the
Building, Zoning and Planning Department or his designee.
8.3 In the event of termination by the Village, the Contractor shall be paid for
all work accepted by the Director of Building, Planning and Zoning
Department or his designee up to the date of termination, provided that the
Contractor has first complied with the provisions of Paragraph 8.4.
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8.4 The Contractor shall transfer all books, records, reports, working drafts,
documents, maps, and data pertaining to the Services provided to the
Village, in a hard copy and electronic format within fourteen (14) days
from the date of the written notice of termination or the date of expiration
of this Agreement.
9. Nondiscrimination.
9.1 During the term of this Agreement, the Contractor shall not discriminate
against any of its employees or applicants for employment because of their
race, color, religion, sex, or national origin, and shall abide by all Federal
and State laws regarding nondiscrimination
10. Attorneys' Fees and Waiver of Jury Trial.
10.1 In the event of any litigation arising out of this Agreement, the prevailing
party shall be entitled to recover its reasonable attorneys' fees and costs,
including the fees and expenses of any paralegals, law clerks and legal
assistants, and including fees and expenses charged for representation at
both the trial and appellate levels.
10.2 In the event of any litigation arising out of this Agreement, each party
hereby knowingly, irrevocably, voluntarily and intentionally waives its
right to trial by jury.
11. Indemnification; Insurance.
11.1 The Contractor shall indemnify, and hold harmless the Village, its
officers, agents and employees, from and against, losses, suits, liabilities,
causes of action, judgment or damages, to the extent caused by the
negligent performance of the Contractor's Services pursuant to this
Agreement, and the performance or non-performance of any provision of
this Agreement, including, but not limited to, liabilities arising from
contracts between the Contractor and third parties made pursuant to this
Agreement, and intellectual property rights of third parties. The
Contractor shall reimburse the Village for its reasonable expenses
including reasonable attorneys' fees and costs incurred in and about the
defense of any such event and for any judgment or damages to the extent
caused by the Contractor's Services and the performance or non-
performance of this Agreement.
11.2 The Contractor shall secure and maintain throughout the duration of this
Agreement, insurance of such type and in such amounts necessary to
protect its interest and the interest of the Village against hazards or risks of
loss, as specified below. The underwriter of such insurance shall be
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qualified to do business in Florida, be rated "A -X" or better, and have
agents upon whom service of process may be made in the State of Florida.
The insurance coverage shall be primary insurance with respect to the
Village, its officials, employees, agents and volunteers naming the Village
as additional insured. Any insurance maintained by the Village shall be in
excess of the Contractor's insurance and shall not contribute to the
Contractor's insurance. The insurance coverages shall include at a
minimum the amounts set forth in this Section 11.
11.3 Professional Liability Insurance. This insurance shall be written in
comprehensive form and shall protect the Contractor and the Village
against claims arising from professional liability and malpractice arising
out of any act or omission or the act or omission of any of its agents,
employees, or subcontractors. The limit of liability shall not be less than
$1,000,000.00.
11.4 Worker's Compensation and Employer's Liability Insurance.
Coverage to apply for all employees for statutory limits as required by
applicable State and Federal laws. The policy(ies) must include
Employer's Liability with minimum limits of $1,000,000.00 each
accident. No employee, subcontractor or agent of the Contractor shall be
allowed to provide Services pursuant to this Agreement who is not
covered by Worker's Compensation insurance.
11.5 Comprehensive Automobile and Vehicle Liability Insurance. This
insurance shall be written in comprehensive form and shall protect the
Contractor and the Village against claims for injuries to members of the
public and/or damages to property of others arising from the Contractor's
use of motor vehicles or any other equipment and shall cover operation
with respect to onsite and offsite operations and insurance coverage shall
extend to any motor vehicles or other equipment irrespective of whether
the same is owned, non -owned, or hired. The limit of liability shall not be
less than $1,000,000.00 per occurrence, combined single limit for Bodily
Injury Liability and Property Damage Liability. Coverage must be
afforded on a form no more restrictive that the latest edition of the
Business Automobile Liability Policy, without restrictive endorsement, as
filed by the Insurance Services Office.
11.6 Commercial General Liability. This insurance shall be written in
comprehensive form and shall protect the Contractor and the Village
against claims arising from injuries to members of the public or damage to
property of others arising out of any act or omission to act of the
Contractor or any of its agents, employees, or subcontractors. The limit of
liability shall not be less than $1,000,000.00 per occurrence, combined
single limit for Bodily Injury Liability and Property Damage Liability.
Coverage must be afforded on a form no more restrictive than the latest
edition of the Commercial General Liability Policy, without restrictive
endorsements, as filed by the Insurance Services Office, and must include:
(1) Premises and/or Operations; (2) Independent contractors and Products
and/or completed Operations; (3) Broad Form Property Damage, Personal
Injury and a Contractual Liability Endorsement, including any hold
harmless and/or indemnification agreement.
11.7 Certificate of Insurance. On or before the Effective Date of this
Agreement, the Contractor shall provide the Village with Certificates of
Insurance for all required policies. The Contractor shall be responsible for
assuring that the insurance certificates required by this Section remain in
full force and effect for the duration of this Agreement, including any
extensions or renewals that may be granted by the Village. The
Certificates of Insurance shall not only name the types of policy(ies)
provided, but also shall refer specifically to this Agreement and shall state
that such insurance is as required by this Agreement. The Village reserves
the right to inspect and return a certified copy of such policies, upon
written request by the Village. If a policy is due to expire prior to the
completion of the Services, renewal Certificates of Insurance shall be
furnished thirty (30) calendar days prior to the date of their policy
expiration. Each policy certificate shall be endorsed with a provision that
not less than thirty (30) calendar days' written notice shall be provided to
the Village before any policy or coverage is cancelled or restricted.
Acceptance of the Certificate(s) is subject to approval of the Village.
11.8 Additional Insured. Excluding with respect to professional liability
insurance, the Village is to be specifically included as an Additional
Insured for the liability of the Village resulting from Services performed
by or on behalf of the Contractor in performance of this Agreement. The
Contractor's insurance, including that applicable to the Village as an
Additional Insured, shall apply on a primary basis and any other insurance
maintained by the Village shall be in excess of and shall not contribute to
the Contractor's insurance. The Contractor's insurance shall contain a
severability of interest provision providing that, except with respect to the
total limits of liability, the insurance shall apply to each Insured or
Additional Insured (for applicable policies) in the same manner as if
separate policies had been issued to each.
11.9 Deductibles. All deductibles or self -insured retentions must be declared
to and be reasonably approved by the Village. The Contractor shall be
responsible for the payment of any deductible or self -insured retentions in
the event of any claim.
11.10 The provisions of this section shall survive termination of this Agreement.
12. Notices/Authorized Representatives.
12.1 Any notices required by this Agreement shall be in writing and shall be
deemed to have been properly given if transmitted by hand -delivery, by
registered or certified mail with postage prepaid return receipt requested,
or by a private postal service, addressed to the parties (or their successors)
at the following addresses:
For the Village: Director, Building, Zoning, and Planning
Department
Village of Key Biscayne, Florida
88 W. McIntyre Street
Key Biscayne, FL 33149
Telephone: 305-365-8908
Fax Number: 305-365-5556
For The Contractor:
13. Governing Law.
Atkins North America, Inc.
Attention: David J. Carter, CCM, Senior Vice
President
2001 Northwest 107th Avenue
Miami, Florida 33172-2507
Telephone: (305) 592-7275
Fax Number: (305) 594-8616
13.1 This Agreement shall be construed in accordance with and governed by
the laws of the State of Florida. Venue for any litigation arising out of this
Agreement shall be proper exclusively in Miami -Dade County, Florida.
14. Entire Agreement; Amendment; Authorization.
14.1 This writing contains the entire Agreement of the parties and supersedes
any prior oral or written representations. No representations were made or
relied upon by either party, other than those that are expressly set forth
herein.
14.2 No agent, employee, or other representative of either party is empowered
to modify or amend the terms of this Agreement, unless such amendment
is executed with the same formality as this document.
14.3 The Contractor represents that it is an entity validly existing and in good
standing under the laws of the State of Florida. The execution, delivery
and performance of this Agreement by the Contractor has been duly
authorized, and this Agreement is binding on the Contractor and
enforceable against the Contractor in accordance with its terms. No
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consent or authorization of any other person or entity to such execution,
delivery and performance is required.
15. Ownership and Access to Records and Audits.
15.1 Upon payment due to the Contractor, all records, books, documents, maps,
data, deliverables, papers and financial information (the "Records") that
result from the Contractor providing the Services to the Village under this
Agreement shall be the property of the Village.
15.2 The Director of the Building, Zoning and Planning Department or his
designee shall, during the term of this Agreement and for a period of three
(3) years from the date of termination of this Agreement, have access to
and the right to examine and audit any Records of the Contractor
involving transactions related to this Agreement, or for such longer period
as required by FEMA.
15.3 The Village may cancel and terminate this Agreement immediately for
refusal by the Contractor to allow access by the Director of the Building,
Zoning and Planning Department or his designee to any Records
pertaining to the Services performed under this Agreement that are subject
to the provisions of Chapter 119, Florida Statutes.
16. Nonassignability.
16.1 This Agreement shall not be assignable by the Contractor unless such
assignment is first approved in writing by the Director of the Building,
Zoning and Planning Department or his designee, in its sole and absolute
discretion. The Village, in entering this Agreement, is relying upon the
apparent qualifications and personal expertise of the Contractor, and his
firm's familiarity with the Village and the Village's desires.
17. Severability.
17.1 If any term or provision of this Agreement shall to any extent be held
invalid or unenforceable, the remainder of this Agreement shall not be
affected thereby, and each remaining term and provision of this
Agreement shall be valid and be enforceable to the fullest extent permitted
by law.
18. Independent Contractor.
18.1 The Contractor and its employees, volunteers and agents shall be and
remain independent contractors and not agents or employees of the Village
with respect to all of the acts and Services performed pursuant to the terms
of this Agreement. This Agreement shall not in any way be construed to
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create a partnership, association or any other kind of joint undertaking,
enterprise or venture between the parties.
19. Compliance with Laws.
19.1 The Contractor shall comply with all applicable laws, ordinances, rules,
regulations, and lawful orders of public authorities relating to the Services
provided, including any applicable FEMA requirements and/or
regulations.
20. Waiver.
20.1 The failure of either party to this Agreement to object to or to take
affirmative action with respect to any conduct of the other which is in
violation of the terms of this Agreement shall not be construed as a waiver
of the violation or breach, or of any future violation, breach or wrongful
conduct.
21. Survival of Provisions.
21.1 Any terms or conditions of either this Agreement that require acts beyond
the date of the term of the Agreement, shall survive termination of the
Agreement, and shall remain in full force and effect unless and until the
terms or conditions are completed and shall be fully enforceable by either
party.
22. Prohibition of Contingency Fees.
22.1 The Contractor warrants that it has not employed or retained any company
or person, other than a bona fide employee working solely for the
Contractor, to solicit or secure this Agreement, and that it has not paid or
agreed to pay any person(s), company, corporation, individual or firm,
other than a bona fide employee working solely for the Contractor, any
fee, commission, percentage, gift, or any other consideration, contingent
upon or resulting from the award or making of this Agreement.
23. Counterparts.
23.1 This Agreement may be executed in several counterparts, each of which
shall be deemed original and such counterparts shall constitute one and the
same instrument.
24. Safety; Accident Prevention and Regulations.
24.1 Precautions shall be exercised at all times for the protection of persons and
property. The Contractor and subcontractors shall conform to all
applicable OSHA, Federal, State, County and Village laws and regulations
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while performing the Services under the terms and conditions of this
Agreement. Any fines levied by the above -mentioned authorities, because
of failure or inadequacies to comply with these requirements, shall be
borne solely by the Contractor who shall be responsible for same.
25. Required Licenses, Permits and Certifications; Representations of
Contractor.
25.1 The Contractor represents to the Village that at all tunes during the term
of this Agreement it shall procure and maintain in good standing all
required licenses, permits, certifications and insurance required under
federal, state and local laws necessary to perform the Services pursuant to
this Agreement. Any fines levied by the above -mentioned authorities,
because of failure or inadequacies to comply with these requirements,
shall be borne solely by the Contractor who shall be responsible for same.
25.2 Within fourteen (14) days of the Effective Date of this Agreement and at
all times during the term of this Agreement, all inspectors providing
Services pursuant to this Agreement, including but not limited to the Chief
Mechanical Inspector, Chief Plumbing Inspector, Chief Electrical
Inspector, Chief Structural Inspector, Chief Building Official and Chief
Roofing Inspector, shall be certified and licensed by both the State of
Florida and the Miami -Dade County Board of Rules and Appeals, and
procure and maintain all licenses and certifications required by such
entities and applicable law. In addition, all other inspectors, including but
not limited to electrical inspectors, building inspectors, plumbing
inspectors, structural inspectors, roofing inspectors and mechanical
inspectors, shall have all licenses and certifications required by Miami -
Dade County Regulations and applicable law.
26. Public Entity Crime Affidavit
26.1 The Contractor shall comply with Section 287.133, Florida Statutes
(Public Entities Crime Statute), notification of which is hereby incorporated
herein by reference, including the execution of any required affidavit.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the Parties have executed this Agreement on the first date as
written above.
Attest:
Corchita H. Alvarez, MMC, Village Clerk
APPROVED AS TO FORM AND LEGALITY
FOR THE USE AND BENEFIT OF VILLAGE OF
KEY BISCAYNE ONLY:
Village Attorney
VILLAGE OF KEY BISCAYNE
By:
Date.
CONTRACTOR:
anager
ATKINS NORTH AMERICA, INC.,
a Florid corporation
By:
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Title:
Date:
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EXHIBIT "A"
FEES AND SCHEDULE OF HOURLY RATES
POSITION HOURLY RATE
Building Official, Project Manager, and Code Administrator $94.23
Plans Examiner (Building, Electrical, Mechanical, and Plumbing) $85.48
Plans Examiner (Structural) $88.34
Inspector $73.27
Roofing Inspector $79.38
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