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Contract 49116
CNrc7NT �9//( Developer and Project Information Cover Sheet: Developer Company Name: Hunt Southwest-Mercantitle, LLC Address, State,Zip Code: 5956 Sherry Lane, Suite 1500,Dallas,TX 75225 Phone&Email: 214-720-1650,pherold@hutsouthwest.com Authorized Signatory, Title: Preston Herold,Vice President Project Name: Sylvania Avenue Brief Description: Water, Sewer, Paving, Storm Drain Project Location: Sylvania Avenue from Quorum Drive to Melody Hills Street Plat Case Number: FS-16-266 Plat Name: Mercantile Center Addition Mapsco: Council District: City Project Number: 100681 CFA Number: 2017-026 DOE Number: None To be completed by stff Received by: Date: pM 12 CP o o r Aa CP + S9 EOFFICIALRECORD City ofFort Worth,Texas RETARY Enhanced Community Facilities Agreement with Hunt-Southwest Mercantile,LLCSylvania Avenue TH TX Page 1 of 14 ENHANCED COMMUNITY FACILITIES AGREEMENT THE STATE OF TEXAS § City Secretary COUNTY OF TARRANT § Contract No. WHEREAS, Hunt Southwest - Mercantile LLC ("Developer"), desires to make certain specific improvements as described below and on the exhibits attached hereto ("Improvements") related to a project generally described as Sylvania Avenue ("Project") within the City or the extraterritorial jurisdiction of Fort Worth, Texas ("City"); and WHEREAS, the Developer and the City desire to enter into this Enhanced Community Facilities Agreement ("ECFA" or "Agreement") in connection with the collective Improvements for the Project; and WHEREAS, the Project is necessitated by Developer's plans to construct a shell space distribution center of at least 655,000 square feet at the northeast corner of N. Sylvania Avenue and Quorum Drive, which Developer has committed to have completed by January 31, 2018 and at least 50% occupied, with 50 new jobs created as a result, by December 31, 2019, as more specifically set forth in Section P; and WHEREAS,the City has reviewed the Project and,contingent on Developer's compliance with all terms and conditions of this Agreement, including those with respect to Developer's commitments regarding the private improvements set forth in Section P, in return for the anticipated economic impact that the City will realize as a result of the increased commercial activity resulting from these private improvements, the City is willing to participate in the Project in accordance with this Agreement, as authorized by the City Council via M&C C-28051on December 13,2016; and WHEREAS, the City's cost participation shall be in an amount not to exceed (i) 50% of the cost of the Improvements or(ii) $1,000,000.00, whichever amount is less, as more specifically set forth in the terms and conditions of this Agreement("Participation"); NOW,THEREFORE,for and in consideration of the covenants and conditions contained herein, the City and the Developer do hereby agree as follows: City of Fort Worth,Texas Enhanced Community Facilities Agreement with Hunt-Southwest Mercantile,LLC Sylvania Avenue Page 2 of 14 General Requirements A. The Policy for the Installation of Community Facilities ("Policy") dated March 2001, approved by the City Council of the City of Fort Worth, as amended, is hereby incorporated into this Agreement as if copied herein verbatim. Developer agrees to comply with all provisions of said Policy in the performance of its duties and obligations hereunder and to cause all contractors hired by Developer to comply with the Policy in connection with the work performed by said contractors. B. Developer shall provide financial security in conformance with paragraph 6, Section II, of the Policy and recognizes that there shall be no reduction in the collateral until the Project has been completed and the City has officially accepted the Improvements. Developer further acknowledges that said acceptance process requires the Developer's contractor(s) to submit a signed affidavit of bills paid and consent of Surety signed by its surety to ensure the contractor has paid any sub-contractor(s) and suppliers in full. Additionally, the contractor will provide in writing that the contractor has been paid in full by Developer for all the services provided under this contract. C. Developer agrees to cause the construction of the Improvements contemplated by this Agreement and that said construction shall be completed in a good and workmanlike manner and in accordance with all City standards and the City-approved construction plans, specifications and cost estimates provided for the Project and the exhibits attached hereto. D. The following checked exhibits describe the Improvements and are incorporated herein: Water (A) ❑X, Sewer (A-1) ©, Paving (B) N, Storm Drain(B-1) M, Street Lights & Signs (C) FZ• E. The Developer shall award all contracts for the construction of the Improvements in accordance with all applicable competitive bidding requirements applicable to the City, and with Section II, paragraph 7 of the Policy. Developer's construction contracts shall be administered in conformance with paragraph 8, Section II, of the Policy. Developer shall ensure its contractor(s)pays the then-current City-established wage rates. F. For all Improvements included in this Agreement for which the Developer awards construction contract(s), Developer agrees to the following: City of Fort Worth, Texas Enhanced Community Facilities Agreement with Hunt-Southwest Mercantile,LLC Sylvania Avenue Page 3 of 14 i. To employ a construction contractor who is approved by the director of the department having jurisdiction over the infrastructure to be constructed, said contractor to meet City's requirements for being prequalified, insured, licensed and bonded to do work in public ways and/or prequalified to perform water/wastewater construction as the case may be. ii. To require its contractor to furnish to the City a payment and performance bond in the names of the City and the Developer for one hundred percent (100%) of the contract price of the infrastructure, and a maintenance bond in the name of the City for one hundred percent (100%) of the contract price of the infrastructure for a period of two (2) years from the date of final acceptance insuring the maintenance and repair of the constructed infrastructure during the term of the maintenance bond. All bonds to be furnished before work is commenced and to meet the requirements of Chapter 2253, Texas Government Code. iii. To require the contractor(s) it hires to perform the construction work contemplated herein to provide insurance equal to or in excess of the amounts required by the City's standard specifications and contract documents for developer-awarded infrastructure construction contracts. The City shall be named as additional insured on all insurance required by said documents and same will be evidenced on the Certificate of Insurance (ACORD or other state-approved form) supplied by the contractor's insurance provider and bound in the construction contract book. iv. To require its contractor to give 48 hours advance notice of intent to commence construction to the City's Construction Services Division so that City inspection personnel will be available;to require the contractor to allow the construction to be subject to inspection at any and all times by City inspection forces,to not install or relocate any sanitary sewer, storm drain, or water pipe unless a responsible City inspector is present and gives his consent to proceed, and to make such laboratory tests of materials being used as may be required by the City. V. To require its contractor to have fully executed contract documents submitted to the City in order to schedule a Pre-Construction Meeting. The submittal should occur no less than 10 working days prior to the desired date of the meeting. No City of Fort Worth,Texas Enhanced Community Facilities Agreement with Hunt-Southwest Mercantile,LLC Sylvania Avenue Page 4 of 14 construction will commence without a City-issued Notice to Proceed to the Developer's contractor. vi. To delay connections of buildings to service lines of sewer and water mains constructed under this Agreement, if any, until said sewer and water mains and service lines have been completed to the satisfaction of the Water Department. G. Developer shall provide at its expense, unless otherwise agreed to by City, all engineering drawings and documents necessary to construct the improvements under this Agreement. H. Developer shall cause the installation or adjustment of the required utilities to serve the development or to construct the Improvements required herein. I. City shall not be responsible for payment of any costs that may be incurred by Developer in the relocation of any utilities that are or may be in conflict with any of the community facilities to be installed hereunder. J. Developer hereby releases and agrees to indemnify, defend and hold the City harmless for any inadequacies in the preliminary pians,specifications and cost estimates supplied by the Developer for this Agreement. K. Developer agrees to provide, at its expense, all necessary rights of way and easements across property owned by Developer and required for the construction of the current and future improvements provided for by this Agreement. L. The Developer further covenants and agrees to, and by these presents does hereby, fully indemnify, hold harmless and defend the City, its officers, agents and employees from all suits, actions or claims of any character,whether real or asserted,brought for or on account of any injuries or damages sustained by any persons (including death) or to any property, resulting from or in connection with the construction, design, performance or completion of any work to be performed by said Developer, its contractors, subcontractors, officers, agents or employees, or in consequence of any failure to properly safeguard the work, or on account of any act, intentional or otherwise, neglect or misconduct of said Developer, its contractors, sub-contractors, officers, agents or employees, whether or not such injuries, death or damages are caused, in whole or in part, by the alleged negligence of the City of Fort Worth, its officers, servants, or employees. City of Fort Worth,Texas Enhanced Community Facilities Agreement with Hunt-Southwest Mercantile, LLC Sylvania Avenue Page 5 of 14 M. Developer will further require its contractors to indemnify, defend and hold harmless the City, its officers, agents and employees from and against any and all claims, suits or causes of action of any nature whatsoever, whether real or asserted, brought for or on account of any injuries or damages to persons or property, including death, resulting from, or in any way connected with,the construction of the infrastructure contemplated herein, whether or not such injuries, death or damag-es are caused, in whole or in part, by the alleg-ed negligence of the City of Fort Worth, its officers, servants, or employees. Further,Developer will require its contractors to indemnify, and hold harmless the City for any losses, damages, costs or expenses suffered by the City or caused as a result of said contractor's failure to complete the work and construct the improvements in a good and workmanlike manner, free from defects, in conformance with the Policy, and in accordance with all plans and specifications. N. Upon completion of all work associated with the construction of the Improvements, Developer will assign to the City a non-exclusive right to enforce the contracts entered into by the Developer with its contractor along with an assignment of all warranties given by the contractor, whether express or implied. Further, Developer agrees that all contracts with any contractor shall include provisions granting to the City the right to enforce such contracts as an express intended third party beneficiary of such contracts. O. Inspection and material testing fees are required as follows: i. Developer shall pay in cash water and wastewater inspection fees and material testing fees equal to two percent (2%) for a total of 4% of the developer's share of the total construction cost as stated in the construction contract. ii. Developer shall pay in cash paving and storm drain inspection fees equal to four percent (4%) and material testing fees equal to two percent (2%) for a total of 6% of the developer's share of the total construction cost as stated in the construction contract. iii. Developer shall pay in cash the total cost of streetlights or if the city is not installing the streetlights, inspection fees equal to four percent (4%) of the developer's share of the streetlight construction cost as stated in the construction contract. iv. Developer shall pay in cash the total cost of street signs. City of Fort Worth,Texas Enhanced Community Facilities Agreement with Hunt-Southwest Mercantile, LLC Sylvania Avenue Page 6 of 14 Enhanced Requirements P. i. Conditions for Maximum Reimbursement.—Subject to subsection (ii) below, the City will reimburse Developer a maximum of(i) 50% of the cost of the Improvements, as set forth in the Cost Summary Sheet herein, or (ii) $1,000,000.00, whichever amount is less, contingent on all of the following: (a) By January 31, 2018 Developer must expend at least $20,500,000.00 in Construction Costs for a distribution center comprising at least 655,000 square feet at the northeast corner of N. Sylvania Avenue and Quorum Drive ("the Required Improvements"). For purposes of this Agreement, "Construction Costs" means the following expenditures made by Developer for the Required Improvements: actual site development and construction costs, including directly-related contractor fees; costs of construction labor; supplies and materials for site preparation, construction and landscaping; materials testing; engineering, architectural and other design and consulting fees;construction management fees;and costs of governmental permits and inspection fees related to site preparation and construction. Attainment of this requirement must be documented in a Certificate of Completion issued in accordance with subsection(v)hereof. Developer's failure to meet this requirement will not constitute a breach of this Agreement, but will instead render Developer ineligible for any reimbursement by the City for costs of the Improvements. (b) By January 31, 2018 the Required Improvements must have received documentation from the City confirming that they have passed all of the following: a final building inspection (including final MEP inspections), a final fire inspection, and a final parkway inspection (collectively, the "Completion Documentation"). Attainment of this requirement must be documented in a Certificate of Completion issued in accordance with subsection (v) hereof. Developer's failure to meet this requirement will not constitute a breach of this Agreement, but will instead render Developer ineligible for any reimbursement by the City for costs of the Improvements. (c) By December 31, 2019 at least 50% of the occupiable space in the Required Improvements must be occupied by one or more entities that are in good standing with the Texas Secretary of State to perform business in the State of Texas. Attainment of this City of Fort Worth,Texas Enhanced Community Facilities Agreement with Hunt-Southwest Mercantile,LLC Sylvania Avenue Page 7 of 14 commitment must be documented in a Certificate of Operation issued in accordance with subsection (vi) hereof. Developer's failure to meet this commitment will not constitute a breach of this Agreement, but, so long all other obligations in this subsection (i) are met, will only result in a reduction to the potential maximum level of reimbursement that the City will pay Developer, as more specifically set forth in Section P.ii below. (d) By December 31, 2019, the Improvements must have been accepted by the City as completed in accordance with this Agreement, the Policy, and all applicable laws, ordinances, rules and regulations. Developer's failure to meet this requirement will constitute a breach of this Agreement, in which case Section P.viii will apply. ii. Possibility for Reduced Level of Reimbursement. If Developer meets the requirements set forth in Section P.i.(a), (b) and (d) above, meaning that (I) Developer expended at least$20,500,000.00 in Construction Costs for the Required Improvements by January 31, 2018, as confirmed in the Certificate of Completion; (II) Complete Documentation was issued for the Required Improvements by January 31, 2018, as confirmed in the Certificate of Completion; and (III) the Improvements were accepted by the City as completed in accordance with this Agreement, the Policy, and all applicable laws, ordinances, rules and regulations by December 31, 2019,but Developer fails to meet the requirement set forth in Section P.i.(c) that at least 50% of the occupiable space in the Required Improvements must be occupied by December 31, 2019 by one or more entities that are in good standing with the Texas Secretary of State to perform business in the State of Texas, as confirmed in the Certificate of Operation, then, notwithstanding anything to the contrary herein, Developer will be entitled to reimbursement by the City of 50% of the cost of the Improvements or$500,000.00, whichever amount is less. iii. Failure to Meet All Other Requirements. If Developer fails to meets any of the requirements set forth in Section P.i.(a), (b) and (d) above, meaning that (a) Developer failed to expend at least $20,500,000.00 in Construction Costs for the Required Improvements by January 31, 2018, as confirmed in the Certificate of Completion; or (b) Complete Documentation was not issued for the Required Improvements by January 31, 2018, as confirmed in the Certificate of Completion; or (c) the Improvements were not City of Fort Worth,Texas Enhanced Community Facilities Agreement with Hunt-Southwest Mercantile, LLC Sylvania Avenue Page 8 of 14 accepted by the City as completed in accordance with this Agreement, the Policy, and all applicable laws, ordinances, rules and regulations by December 31, 2019, then, notwithstanding anything to the contrary herein, Developer will responsible for all costs of the Improvements and will not be entitled to any reimbursement by the City for anv of those costs. iv. Additional Goals of Developer. Developer will use commercially reasonable efforts to expend at least 25% of all Construction Costs for the Required Improvements with Fort Worth Certified M/WBE Companies. For purposes of this Agreement, a "Fort Worth Certified M/WBE Company"means a minority- or woman-owned business that (a) has received certification as either a minority business enterprise(MBE),a woman business enterprise(WBE)or a disadvantaged business enterprise(DBE)by the North Central Texas Regional Certification Agency (NCTRCA); (b) has a principal business office located within the corporate limits of the City that performs a commercially useful function; and (c) has provided from such office the services or sales that Company is seeking to have counted under this Agreement. Developer will also use commercially reasonable efforts through its negotiations with prospective tenants in the Required Improvements to ensure that at least 50 jobs are provided in connection with commercial activities in the Required Improvements(excluding construction work on the Required Improvements)by December 31, 2019. Developer's failure to achieve either or both of these goals will not constitute a breach of this Agreement or cause any reduction to the amount of the City's reimbursement obligations hereunder. However, if Developer does fail to achieve either or both of these goals,Developer will provide the City,upon request by the City,with a written explanation for such failure. V. Certificate of Completion. Once Developer has received all of the Completion Documentation specified in Section P.i.(b) above,Developer will notify the Director of the City's Economic Development Department (the "Director") in writing and shall supply copies of all of the inspection documentation required therein (the "Completion Notification"). Within sixty(60) calendar days thereafter,Developer shall also provide the Director with a final construction report, in a form reasonably acceptable to the Director, City of Fort Worth,Texas Enhanced Community Facilities Agreement with Hunt-Southwest Mercantile,LLC Sylvania Avenue Page 9 of 14 which specifically outlines the total Construction Costs expended by Company for the Required Improvements,together with supporting invoices and other documents necessary to demonstrate that such amounts were actually paid, including, without limitation, final lien waivers signed by the general contractor for the Required Improvements (the "Final Construction Report"). Within ninety(90) calendar days following receipt by the Director of both the Completion Notification and the Final Construction Report, if the City is able to verify that (i) Developer expended at least $20,500,000.00 in Construction Costs for a distribution center comprising at least 655,000 square feet at the northeast corner of N. Sylvania Avenue and Quorum Drive by January 31, 2018, and (ii) that all Completion Documentation for the Required Improvements was received by January 31, 2018, the Director will issue Developer a certificate confirming that Developer has met these obligations (the "Certificate of Completion"). vi. Certificate of Operation. Once at least 50% of the occupiable space within the Required Improvements is occupied by one or more entities that are in good standing with the Texas Secretary of State to perform business in the State of Texas, Developer will notify the Director in writing. Within thirty (30) calendar days following receipt by the Director of this notice, if the City is able to verify this claim, the Director will issue Developer a certificate confirming that Developer has met this obligation(the "Certificate of Operation"). vii. Inspections and Audits. Upon reasonable notice to Developer, the City will have the right to inspect the Required Improvements in order to evaluate and confirm any of Developer's commitments and obligations under this Section P. Developer will have the right to require that any representative of the City performing such an inspection be escorted by a representative or security personnel of Developer. In order to confirm the amount of Construction Costs expended for the Required Improvements,the City will have the right to audit the financial and business records of Developer or any other party who is claimed to have made such Construction Cost expenditures. Developer will make all such financial and business records available for review and inspection by the City at the location of the Required Improvements or at another location in the City acceptable to both City of Fort Worth,Texas Enhanced Community Facilities Agreement with Hunt-Southwest Mercantile,LLC Sylvania Avenue Page 10 of 14 parties following reasonable advance notice by the City, and Developer will otherwise cooperate fully with the City during any audit. Developer's refusal to provide the City with reasonable access to inspect the Required Improvements or to review and audit the financial and business records in accordance with this paragraph shall constitute grounds for the withholding of issuance of a Certificate of Completion or a Certificate of Operation, as the case may be, which will result in Developer's being ineligible to receive any reimbursement hereunder for the cost of the Improvements. viii. Use of Financial Guarantee to Complete Improvements. If the Improvements have not been completed and accepted by December 31, 2019, even if Developer has satisfied all of its other commitments and obligations under this Agreement, Developer will be in breach of this Agreement. In this event, or in the event that Developer a at any time breaches any other provision of this Agreement or fails to pay costs of construction to its contractors and subcontractors, the City may then utilize the Developer's financial guarantee submitted for this Agreement to cause the completion of the construction of the Improvements. In this event, Developer will not be entitled to any reimbursement by the City for the cost of the Improvements. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) City of Fort Worth,Texas Enhanced Community Facilities Agreement with Hunt-Southwest Mercantile,LLC Sylvania Avenue Page 11 of 14 Cost Summary Sheet Project Name: Sylvania Avenue CFA No.: 2017-026 City Project No.: 100681 An Engineer's Estimate of Probable Cost is acceptable. However,the construction contract price will ultimately determine the amount of CFA fees and financial guarantee. The bid price and any additional CFA payments will be required prior to scheduling a pre-construction meeting. An itemized estimate corresponding to each project-specific exhibit is required to support the following information. Items Developer's Cost A. Water and Sewer Construction 1. Water Construction $ 23,280.00 2.Sewer Construction $ 7,680.00 Water and Sewer Construction Total $ 30,960.00 B. TPW Construction 1.Street $ 1,185,924.30 2.Storm Drain $ 390,967.20 3.Street Lights Installed by Developer $ 60,000.00 4. Signals $ - TPW Construction Cost Total $ 1,636,891.50 Total Construction Cost(excluding the fees): $ 1,667,851.50 Construction Fees: C. Water/Sewer Inspection Fee(2%) $ 619.20 D. Water/Sewer Material Testing Fee(2%) $ 619.20 Sub-Total for Water Construction Fees $ 1,238.40 E. TPW Inspection Fee(4%) $ 63,075.66 F. TPW Material Testing(2%) $ 31,537.83 G. Street Light Inspsection Cost $ 2,400.00 H. Signals Inspection Cost $ - H. Street Signs Installation Cost $ - Sub-Total for TPW Construction Fees $ 97,013.49 Total Construction Fees: $ 98,251.89 Choice Financial Guarantee Options,choose one Amount Mark one Bond=100% $ 1,667,851.50 X Completion Agreement=100%/Holds Plat $ 1,667,851.50 Cash Escrow Water/Sanitary Sewer=125% $ 38,700.00 Cash Escrow Paving/Storm Drain=125% $ 2,046,114.38 Letter of Credit=125%w/2 r expiration period 1 $ 2,084,814.38 City of Fort Worth,Texas Enhanced Community Facilities Agreement with Hunt-Southwest Mercantile,LLC Sylvania Avenue Page 12 of 14 ACCORDINGLY,the City of Fort Worth and Developer have each caused this instrument to be executed in quadrupheate in each entity's respective name by its duly authorized signatories effective as of the date executed by the City's City Manager or his/her designee. CITY OF FORT WORTH DEVELOPER Hunt Southwest-Mercantile,LLC Jesus J. Chapa Assistant City Manager Date: 12 Name: Preston Herold Title: Vice President Recommended by: q / j –, Date: ,c—/ G �_ &l ATTEST: (Only if required by Developer) Wendy Chi abulal, EMBA,P.E. Development Engineering Manager Water Department Signature �-�. Name: Dougla W. Wiersig, P.E. Director Contract Compliance Manager: Transportation&Public Works Department By signing, I acknowledge that I am the Approved as to Form &Legality: person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. -E � City Attorney $13111-7 M&C No. C-28051 12-13-16 ame: � I JL mJr4 -' Form 1295: 2016-129195 /� foo-r. /✓- Title: P�t/x 'y/JYY1end— O.� ..® ATTEST: ary XA� City Secretary EO" LRECORD CRETARY RT" City of Fort Worth, Texas I TX Enhanced Community Facilities Agreement with Hunt-Southwest Mercantile,LLC Sylvania Avenue Page 13 of 14 Check items associated with the project being undertaken; checked items must be included as Attachments to this Agreement Included Attachment Location Map © Exhibit A: Water Improvements © Water Cost Estimate X❑ Exhibit A-1: Sewer Improvements ❑X Sewer Cost Estimate © Exhibit B: Paving Improvements DX Paving Cost Estimate ❑X Exhibit B-1: Storm Drain Improvements ❑X Storm Drain Cost Estimate X❑ Exhibit C: Street Lights and Signs Improvements ❑X Street Lights and Signs Cost Estimate (Remainder of Page Intentionally Left Blank) City of Fort Worth,Texas Enhanced Community Facilities Agreement with Hunt-Southwest Mercantile,LLC Sylvania Avenue Page 14 of 14 J1 6 1 r o as R tubi C~ s J N o d LL� 1 X OD/ONS 0 CO 0 U Z O� co J (� Z m ~ 0 27 LU Q = L �o Q ®_ Z a J 0 LLJ Q O 0 U Z 0 '3/\b VINVA-US N C) OJ O � NIAQO�3W O d O J LU Q 80 31190W Q � O g W O 'is VsII\/NOW 0- ;j NMI AdMHJIH -` Y �" d d 1Sd3Hi�AON LU w (7 Zcn LU �-r- =o PN J 0Q U) Ow LL LL rrd eLIO/.=/eI/z GMYS is Bma•dvmNoavooi\suawa\Hooe TIM,-wsoeaiso\moo- \N ffvN r I � s Q YZ M © 3= W ` �$ LLCD Z : z U NORTH is � ti I Q U) I m w ® I X w w > ca ° I w III C) w z Q 3AIHG N01314GIVY Q �- Q h H W F- o 3: � 0z cO � z z U) p � U) ai pw I CL ¢ w w nom. l.i Z w LH W I I � ® I z W .-..I Cr > C Q I UI n I — ® 0 OD D a z z �N - OQ QUORUM DRIVE — - ( — Ow I Via lcsuoz/oz/z aanvs isvi aaa'MVlA\sLl8lwo\Hooe i3VMNW-vJ3\31LLNV0 K xs 1NnH-L09M O 1Na-ML�-z anvN SMC I L o ® w w Fg . � Q � I Z o � n� m��pt U m 9 m W z W W W V 5R __ _ _ Z af O Q O 0 �ro tp I F- � ( I I Xw � aQ OW Q LLIw (I ( WU) a. 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