HomeMy WebLinkAbout0018_2_Alvarez Enterprise Services - Exhibit A AgreementEXHIBIT A
City of Lake Elsinore
Alvarez Enterprise Services
11/12/2019 Page 1
AGREEMENT FOR CONTRACTOR SERVICES
Alvarez Enterprise Services
Janitorial Services
This Agreement for Contractor Services (the “Agreement”)is made and entered intoas of
November 12, 2019by and between the City of Lake Elsinore, a municipal corporation (‘‘City")
and Alvarez Enterprise Services(“Contractor”).
RECITALS
A.The City has determined that it requires the following services: Janitorial Services
for city park restrooms, locking of parkgates where necessary seven days a week including
holidays.
B.Contractorhas submitted to City a proposal, dated10/14/2019, attached hereto as
Exhibit A (“Contractor’s Proposal”) and incorporated herein, to provide services and related work
to the City pursuant to the terms of this Agreement.
C.Contractorpossesses the skill, experience, ability, background, certification and
knowledge to perform the services and related work described in this Agreement on the terms
and conditions described herein.
D.City desires to retain Contractorto perform the services and related work as
provided herein and Contractordesires to provide such services and related work as set forth in
this Agreement.
AGREEMENT
1.Scope of Services. Contractorshall perform the services and related work
described in Contractor’s Proposal (Exhibit A). Contractorshall provide such services and related
work at the time, place, and in the manner specified in Contractor’s Proposal (Exhibit A), subject
to the direction of the City through its staff that it may provide from time to time.
2.Time of Performance.
a.Time of Essence. Time is of the essence in the performance of this
Agreement. The time for completion of the services and related work to be performed by
Contractoris an essential condition of this Agreement. Contractor shall prosecute regularly and
diligently the services and related work contemplated pursuant to this Agreement consistent with
Contractor’s Proposal (Exhibit A) and shall provide, furnish and pay all labor, materials, necessary
tools, expendable equipment, and all taxes, utility and transportation services required to perform
such the services and related work.
b.Performance Schedule. Contractorshall commence the services and
related work pursuant to this Agreement upon receipt of a written notice to proceed and shall
perform all services and related work within the time period(s) established in the Contractor’s
Proposal (Exhibit A). When requested by Contractor, extensions to the time period(s) specified
may be approved in writing by the City Manager.
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City of Lake Elsinore
Alvarez Enterprise Services
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c.Term.
Unless earlier terminated as provided elsewhere in this Agreement, this
Agreement shall continue in full force and effect for a period of seven(7)months, commencing
on November 12, 2019,and ending on June 30, 2020. The City may, at its sole discretion,extend
the term of this Agreement on a 12-month basis not to exceed three (3) additional twelve (12)
month renewal terms by giving written notice thereof to Contractornot less than thirty (30)days
before the end of the contract term, such notice to be exercised by the City Manager.
3.Compensation. Compensation to be paid to Contractorshall be in accordance
with the fees set forth in Contractor’sProposal (Exhibit A), which is attached hereto and
incorporated herein by reference. In no event shall Contractor’s compensation exceed One
Hundred Fourteen Thousand Four Hundred Fifty Sixdollars ($114,456)without additional
written authorization from the City. Notwithstanding any provision of Contractor’s Proposal to the
contrary, out of pocket expenses set forth in Exhibit Ashall be reimbursed at cost without an
inflator or administrative charge. Payment by City under this Agreement shall not be deemed a
waiver of defects, even if such defects were known to the City at the time of payment.
4.Method of Payment. Contractorshall promptly submit billings to the City describing
the services and related work performed during the preceding monthto the extent that such
services and related work were performed. Contractor’s bills shall be segregated by project task,
if applicable, such that the City receives a separate accounting for work done on each individual
task for which Contractorprovides services. Contractor’s bills shall include a brief description of
the services performed, the date the services were performed, the number of hours spent and by
whom, and a description of any reimbursable expenditures. City shall pay Contractorno later
than forty-five (45) days after receipt of the monthly invoice by City staff.
5.Reserved.
6.Suspension or Termination.
a.The City may at any time, for any reason, with or without cause, suspend
or terminate this Agreement, or any portion hereof, by serving upon the Contractorat least ten
(10) days prior written notice. Upon receipt of such notice, the Contractorshall immediately cease
all work under this Agreement, unless the notice provides otherwise. If the City suspends or
terminates a portion of this Agreement such suspension or termination shall not make void or
invalidate the remainder of this Agreement.
b.In the event this Agreement is terminated pursuant to this Section, the City
shall pay to Contractorthe actual value of the work performed up to the time of termination,
provided that the work performed is of value to the City. Upon termination of the Agreement
pursuant to this Section, the Contractorwill submit an invoice to the City, pursuant to Section
entitled “Method of Payment” herein.
7.Ownership of Documents. All plans, studies, documents and other writings
prepared by and for Contractor, its officers, employees and agents and subcontractors in the
course of implementing this Agreement, except working notepad internal documents, shall
become the property of the City upon payment to Contractorfor such work, and the City shall
have the sole right to use such materials in its discretion without further compensation to
Contractoror to any other party. Contractorshall, at Contractor’s expense, provide such reports,
plans, studies, documents and other writings to City upon written request. City acknowledges
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City of Lake Elsinore
Alvarez Enterprise Services
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that any use of such materials in a manner beyond the intended purpose as set forth herein shall
be at the sole risk of the City. City further agrees to defend, indemnify and hold harmless
Contractor, its officers, officials, agents, employees and volunteers from any claims, demands,
actions, losses, damages, injuries, and liability, direct or indirect (including any and all costs and
expenses in connection therein), arising out of the City’s use of such materials in a manner beyond
the intended purpose as set forth herein.
a.Licensing of Intellectual Property. This Agreement creates a nonexclusive
and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights,
designs, and other intellectual property embodied in plans, specifications, studies, drawings,
estimates, and other documents or works of authorship fixed in any tangible medium of
expression, including but not limited to, physical drawings or data magnetically or otherwise
recorded on computer diskettes, which are prepared or caused to be prepared by Contractor
under this Agreement ("Documents & Data"). Contractorshall require that all subcontractors
agree in writing that City is granted a nonexclusive and perpetual license for any Documents &
Data the subcontractor prepares under this Agreement. Contractorrepresents and warrants that
Contractorhas the legal right to license any and all Documents & Data. Contractormakes no
such representation and warranty in regard to Documents & Data which were prepared by design
professionals other than Contractoror provided to Contractorby the City. City shall not be limited
in any way in its use of the Documents & Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City’s sole risk.
b.Confidentiality. All ideas, memoranda, specifications, plans, procedures,
drawings, descriptions, computer program data, input record data, written information, and other
Documents & Data either created by or provided to Contractorin connection with the performance
of this Agreement shall be held confidential by Contractor. Such materials shall not, without the
prior written consent of City, be used by Contractorfor any purposes other than the performance
of the services under this Agreement. Nor shall such materials be disclosed to any person or
entity not connected withthe performance of the services under this Agreement. Nothing
furnished to Contractorwhich is otherwise known to Contractoror is generally known, or has
become known, to the related industry shall be deemed confidential. Contractorshall not use
City’s name or insignia, photographs relating to project for which Contractor’s services are
rendered, or any publicity pertaining to the Contractor’s services under this Agreement in any
magazine, trade paper, newspaper, television or radio production or othersimilar medium without
the prior written consent of City.
8.Contractor’s Books and Records.
a.Contractorshall maintain any and all ledgers, books of account, invoices,
vouchers, canceled checks, and other records or documents evidencing or relating to charges for
services, or expenditures and disbursements charged to City for a minimum period of three (3)
years, or for any longer period required by law, from the date of final payment to Contractorto
this Agreement.
b.Contractorshall maintain all documents and records which demonstrate
performance under this Agreement for a minimum period of three (3) years, or for any longer
period required by law, from the date of termination or completion of this Agreement.
c.Any records or documents required to be maintained pursuant to this
Agreement shall be made available for inspection or audit, at any time during regular business
hours, upon written request by the City Manager, City Attorney, City Auditor or a designated
EXHIBIT A
City of Lake Elsinore
Alvarez Enterprise Services
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representative of these officers. Copies of such documents shall be provided to the City for
inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually
agreed upon, the records shall be available at Contractor’s address indicated for receipt of notices
inthis Agreement.
d.Where City has reason to believe that such records or documents may be
lost or discarded due to dissolution, disbandment or termination of Contractor’s business, City
may, by written request by any of the above-named officers, require that custody of the records
be given to the City and that the records and documents be maintained in City Hall. Access to
such records and documents shall be granted to any party authorized by Contractor, Contractor’s
representatives, or Contractor’s successor-in-interest.
9.Independent Contractor. It is understood that Contractor, in the performance of
the work and services agreed to be performed, shall act as and be an independent contractor and
shall not act as an agent or employee of the City.
10.PERS Eligibility Indemnification. In the event that Contractoror any employee,
agent, or subcontractor of Contractorproviding services under this Agreement claims or is
determined by a court of competent jurisdiction or the California Public Employees Retirement
System (PERS) to be eligible for enrollment in PERS as an employee of the City, Contractorshall
indemnify, defend, and hold harmless City for the payment of any employee and/or employer
contributions for PERS benefits on behalf of Contractoror its employees, agents, or
subcontractors, as well as for the payment of any penalties and interest on such contributions,
which would otherwise be the responsibility of City.
Notwithstanding any other federal, state and local laws, codes, ordinances and
regulations to the contrary, Contractorand any of its employees, agents, and subcontractors
providing service under this Agreement shall not qualify for or become entitled to, and hereby
agree to waive any claims to, any compensation, benefit, or any incident of employment by City,
including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to
any contribution to be paid by City for employer contribution and/or employee contributions for
PERS benefits.
11.Interests of Contractor. Contractor(including principals, associates and
management employees) covenants and represents that it does not now have any investment or
interest in real property and shall not acquire any interest, direct or indirect, in the area covered
by this Agreement or any other source of income, interest in real property or investment which
would be affected in any manner or degree by the performance of Contractor’s services
hereunder. Contractorfurther covenants and represents that in the performance of its duties
hereunder no person having any such interest shall perform any services under this Agreement.
Contractoris not a designated employee within the meaning of the Political Reform Act
because Contractor:
a.will conduct research and arrive at conclusions with respect to his/her
rendition of information, advice, recommendation or counsel independent of the control and
direction of the City or of any City official, other than normal agreement monitoring; and
b.possesses no authority with respect to any City decision beyond rendition
of information, advice, recommendation or counsel. (FPPC Reg. 18700(a)(2))
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City of Lake Elsinore
Alvarez Enterprise Services
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12.Ability of Contractor. City has relied upon the training and ability of Contractorto
perform the services hereunder as a material inducement to enter into this Agreement. Contractor
shall therefore provide properly skilled personnel to perform all services under this Agreement.
All work performed by Contractorunder this Agreement shall be in accordance with applicable
legal requirements and shall meet the standard of quality ordinarily to be expected of competent
contractors in Contractor’s field of expertise.
13.Compliance with Laws. Contractorshall use the standard of care in its profession
to comply with all applicable federal, state and local laws, codes, ordinances and regulations.
14.Licenses. Contractorrepresents and warrants to City that it has the licenses,
permits, qualifications, insurance and approvals of whatsoever nature which are legally required
of Contractorto practice its profession. Contractorrepresents and warrants to City that Contractor
shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this
Agreement, any licenses, permits, insurance and approvals which are legally required of
Contractorto practice its profession. Contractorshall maintain a City of Lake Elsinore business
license.
15.Indemnity. Contractorshall indemnify, defend, and hold harmless the City and its
officials, officers, employees, agents, and volunteers from and against any and all losses, liability,
claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily
injury, loss of life, or damage to property, or any violation ofany federal, state, or municipal law
or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts
or omissions of Contractoror its employees, subcontractors, or agents, by acts for which they
could be held strictlyliable, or by the quality or character of their work. The foregoing obligation
of Contractorshall not apply when (1) the injury, loss of life, damage to property, or violation of
law arises from the sole negligence or willful misconduct of the City or its officers, employees,
agents, or volunteers and (2) the actions of Contractoror its employees, subcontractor, or agents
have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is
understood that the duty of Contractorto indemnify and hold harmless includes the duty to defend
as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance
certificates and endorsements required under this Agreement does not relieve Contractorfrom
liability under this indemnification and hold harmless clause. This indemnification and hold
harmless clause shall apply to any damages or claims for damages whether or not such insurance
policies shall have been determined to apply. By execution of this Agreement, Contractor
acknowledges and agrees to the provisions of this Section and that it is a material element of
consideration.
16.Insurance Requirements.
a.Insurance. Contractor, at Contractor’s own cost and expense, shall
procure and maintain, for the duration of the contract, unless modified by the City’s Risk Manager,
the following insurance policies.
i.Workers’Compensation Coverage. Contractorshall maintain
Workers’Compensation Insurance and Employer’s Liability Insurance for his/her
employees in accordance with the laws of the State of California. In addition, Contractor
shall require each subcontractor to similarly maintain Workers’Compensation Insurance
and Employer’s Liability Insurance in accordance with the laws of the State of California
for all of the subcontractor’s employees. Any notice of cancellation or non-renewal of all
Workers’Compensation policies must be received by the City at least thirty (30) days prior
EXHIBIT A
City of Lake Elsinore
Alvarez Enterprise Services
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to such change. The insurer shall agree to waive all rights of subrogation against City, its
officers, agents, employees and volunteers for losses arising from work performed by
Contractorfor City. In the event that Contractoris exempt from Worker’s Compensation
Insurance and Employer’s Liability Insurance for his/her employees in accordance with
the laws of the State of California, Contractorshall submit to the City a Certificate of
Exemption from Workers Compensation Insurance in a form approved by the City
Attorney.
ii.General Liability Coverage. Contractorshall maintain commercial
general liability insurance in an amount not less than one million dollars ($1,000,000) per
occurrence for bodily injury, personal injury and property damage. If a commercial general
liability insurance form or other form with a general aggregate limit is used, either the
general aggregate limit shall apply separately to the work to be performed under this
Agreement or the general aggregate limit shall be at least twice the required occurrence
limit. Required commercial general liability coverage shall be at least as broad as
Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed.
11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering
comprehensive General Liability and Insurance Services Office form number GL 0404
covering Broad Form Comprehensive General Liability. No endorsement may be attached
limiting the coverage.
iii.Automobile Liability Coverage. Contractorshall maintain
automobile liability insurance covering bodily injury and property damage for all activities
of the Contractorarising out of or in connection with the work to be performed under this
Agreement, including coverage for owned, hired and non-owned vehicles, in an amount
of not less than one million dollars ($1,000,000) combined single limit for each occurrence.
Automobile liability coverage must be at least as broad as Insurance Services Office
Automobile Liability form CA 0001 (ed. 12/90) Code 1 (“any auto”). No endorsement may
be attached limiting the coverage.
b.Endorsements. Each general liability and automobile liability insurance
policy shall be with insurers possessing a Best’s rating of no less than A:VII and shall be
endorsed with the following specific language:
i.The City, its elected or appointed officers, officials, employees,
agents and volunteers are to be covered as additional insured with respect to liability
arising out of work performed by or on behalf of the Contractor, including materials, parts
or equipment furnished in connection with such work or operations.
ii.This policy shall be considered primary insurance as respects the
City, its elected or appointed officers, officials, employees, agents and volunteers.
Any insurance maintained by the City, including any self-insured retention the City may
have, shall be considered excess insurance only and shall not contribute with it.
iii.This insurance shall act for each insured and additional insured as
though a separate policy had been written for each, except with respect to the limits of
liability of the insuring company.
iv.The insurer waives all rights of subrogation against the City, its
elected or appointed officers, officials, employees or agents.
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v.Any failure to comply with reporting provisions of the policies shall
not affect coverage provided to the City, its elected or appointed officers, officials,
employees, agents or volunteers.
vi.The insurance provided by this Policy shall not be suspended,
voided, canceled, or reduced in coverage or in limits except after thirty (30) days written
notice has been received by the City.
c.Deductibles and Self-Insured Retentions. Any deductibles or self-insured
retentions must be declared to and approved by the City. At the City’s option, Contractorshall
demonstrate financial capability for payment of such deductibles or self-insured retentions.
d.Certificates of Insurance. Contractorshall provide certificates of insurance
with original endorsements to City as evidence of the insurance coverage required herein.
Certificates of such insurance shall be filed with the City on or before commencement of
performance of this Agreement. Current certification of insurance shall be kept on file with the
City at all times during the term of this Agreement.
17.Notices. Any notice required to be given under this Agreement shall be in writing
and either served personally or sent prepaid, first class mail. Any such notice shall be addressed
to the other party at the address set forth below. Notice shall be deemed communicated within
48 hours from the time of mailing if mailed as provided in this section.
If to City:City of Lake Elsinore
Attn: City Manager
130 South Main Street
Lake Elsinore, CA 92530
With a copy to:City of Lake Elsinore
Attn: City Clerk
130 South Main Street
Lake Elsinore, CA 92530
If to Contractor:Alvarez Enterprise Services
Attn: Mr. Fidel Alvarez
40974 Bankhall Street
Lake Elsinore, CA 92532
18.Entire Agreement. This Agreement constitutes the complete and exclusive
statement of Agreement between the City and Contractor. All prior written and oral
communications,including correspondence, drafts, memoranda, and representations, are
superseded in total by this Agreement.
19.Amendments. This Agreement may be modified or amended only by a written
document executed by both Contractorand City and approved as to form by the City Attorney.
20.Assignment and Subcontracting. The parties recognize that a substantial
inducement to City for entering into this Agreement is the reputation, experience and competence
of Contractorand the subcontractors listed in Exhibit B. Contractorshall be fully responsible to
City for all acts or omissions of any subcontractors. Assignments of any or all rights, duties or
EXHIBIT A
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obligations of the Contractorunder this Agreement will be permitted only with the express consent
of the City. Contractorshall not subcontract any portion of the work to be performed under this
Agreement except as provided in Exhibit Bwithout the written authorization of the City. If City
consents to such subcontract, Contractorshall be fully responsible to City for all acts or omissions
of those subcontractors. Nothing in this Agreement shall create any contractual relationship
between City and any subcontractor nor shall it create any obligation on the part of the City to pay
or to see to the payment of any monies due to any such subcontractor other than as otherwise is
required by law.
21.Waiver. Waiver of a breach or default under this Agreement shall not constitute a
continuing waiver of a subsequent breach of the same or any other provision under this
Agreement.
22.Severability. If any term or portion of this Agreement is held to be invalid, illegal,
or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this
Agreement shall continue in full force and effect.
23.Controlling Law Venue. This Agreement and all matters relating to it shall be
governed by the laws of the State of California and any action brought relating to this Agreement
shall be held exclusively in a state court in the County of Riverside.
24.Litigation Expenses and Attorneys’Fees. If either party to this Agreement
commences any legal action against the other party arising out of this Agreement, the prevailing
party shall be entitled to recover its reasonable litigation expenses, including court costs, expert
witness fees, discovery expenses, and attorneys’fees.
25.Mediation. The parties agree to make a good faith attempt to resolve any disputes
arising out of this Agreement through mediation prior to commencing litigation. The parties shall
mutually agree upon the mediator and share the costs of mediation equally. If the parties are
unable to agree upon a mediator, the dispute shall be submitted to JAMS or its successor in
interest. JAMS shall provide the parties with the names of five qualified mediators. Each party
shall have the option to strike two of the five mediators selected by JAMS and thereafter the
mediator remaining shall hear the dispute. If the dispute remains unresolved after mediation,
either party may commence litigation.
26.Authority to Enter Agreement. Contractorhas all requisite power and authority to
conduct its business and to execute, deliver, and perform the Agreement. Each party warrants
that the individuals who have signed this Agreement have the legal power, right, and authority to
make this Agreement and to bind each respective party. The City Manager is authorized to enter
into an amendment or otherwise take action on behalf of the City to make the following
modifications to the Agreement: (a) a name change;(b) grant extensions of time; (c) non-
monetary changes in the scope of services; and/or (d) suspend or terminate the Agreement.
27.Prohibited Interests. Contractormaintains and warrants that it has not employed
nor retained any company or person, other than a bona fide employee working solely for
Contractor, to solicit or secure this Agreement. Further, Contractorwarrants that it has not paid
nor has it agreed to pay any company or person, other than a bona fide employee working solely
for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration
contingent upon or resulting from the award or making of this Agreement. For breach or violation
of this warranty, City shall have the right to rescind this Agreement without liability. For the term
of this Agreement, no member, officer or employee of City, during the term of his or her service
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with City, shall have any direct interest in this Agreement, or obtain any present or anticipated
material benefit arising therefrom.
28.Equal Opportunity Employment. Contractorrepresents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee or
applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex
or age. Such non-discrimination shall include, but not be limited to, all activities related to initial
employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or
termination.
29.Prevailing Wages. Contractoris aware of the requirements of California Labor
Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8,
Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage
rates and the performanceof other requirements on "public works" and "maintenance" projects.
Contractoragrees to fully comply with all applicable federal and state labor laws (including,
without limitation, if applicable, the Prevailing Wage Laws). It is agreed by the parties that, in
connection with the Work or Services provided pursuant to this Agreement, Contractorshall bear
all risks of payment or non-payment of prevailing wages under California law, and Contractor
hereby agrees to defend, indemnify, and hold the City, and its officials, officers, employees,
agents, and volunteers, free and harmless from any claim or liability arising out of any failure or
alleged failure to comply with the Prevailing Wage Laws. The foregoing indemnity shall survive
termination of this Agreement.
30.Execution. This Agreement may be executed in several counterparts, each of
which shall constitute one and the same instrument and shall become binding upon the parties
when at least one copy hereof shall have been signed by both parties hereto. In approving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
[Signatures on next page]
EXHIBIT A
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IN WITNESS WHEREOF,the parties have caused this Agreement to be executed on the
date first written above.
“CITY”
CITY OF LAKE ELSINORE, a municipal
corporation
Grant Yates, City Manager
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
“CONTRACTOR”
Alvarez Enterprise Services
By:Fidel Alvarez
Its:Owner
Date: _____________________
EXHIBIT A
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CONTRACTOR’SSCOPE OF WORK AND PROPOSALPRICE BREAKDOWN
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EXHIBIT B
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LIST OF SUBCONTRACTORS
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