ࡱ> [ pbjbjZYZY 4v83b83bD+..85* $2!H!H!H!7"&L(5555555$7u:X:5(7"7"((:5H!H!O5///(H!H!5/(5//1,2H!/Y) 15e5052,:c/@:,2,2:@2((/(((((:5:5/(((5((((:(((((((((.B p: Template: Model Agreement for the Operation of an Online School Program Parties [This section identifies the parties entering into the Agreement. It states Districts name and address and Districts legal name and address.] This Agreement (Agreement) is by and between [____________] (District), a Washington State municipal corporation located at [____________], and [____________] (Provider), and is entered into on [___________] (the Effective Date). The Agreement is for the operation of [____________] (Program). IN CONSIDERATION of the mutual promises as hereinafter set forth, the parties agree as follows: Term, duration and renewal [If this is a single term Agreement, use only the following subsection. Otherwise, use an initial term and subsequent terms (subsections (a) and (b) below) as applicable.] The term of this Agreement shall be [______(__)] years [or other appropriate time period], commencing upon the Effective Date. [OR] a) This Agreements initial term shall be [______(__)] years [or other appropriate time period], commencing upon the Effective Date. b) This Agreements term may be extended by [______(__)] additional [one (1)] year [or other appropriate time period] term[s], provided that the extensions shall be at Districts option and shall be effected by District giving written notice of its intent to extend this Agreement to Provider not less than [thirty (30)] calendar days [or other appropriate time period] prior to the then-current Agreement terms expiration and Provider accepting such extension prior to the then-current Agreement terms expiration. The total term of this Agreement shall not exceed [__] years [or other appropriate time period]. No change in terms and conditions shall be permitted during these extensions unless specifically agreed to in writing. [ORreplace subsection (b) above with the following.] b) This Agreements term shall be automatically extended for [______(__)] additional [one (1)] year [or other appropriate time period] term[s] unless District terminates by giving written notice of its decision not to extend to Provider not less than [thirty (30)] calendar days [or other appropriate time period] prior to the then-current Agreement terms expiration. No change in terms and conditions shall be permitted during these extensions unless specifically agreed to in writing. Responsibilities of Parties Responsibilities of Provider. [Insert descriptions of the services provided. For purposes of this Agreement, these should be called Service or Services.] Unless otherwise indicated, all references to Provider under this section shall also include Providers employees, agents, or Subcontractors. Responsibilities of District. The District shall have ultimate authority over the operation of the Program and will be responsible for monitoring the Providers performance under, and compliance with, the terms of this Agreement. Management District oversight. [Insert description of the Districts oversight, structure, and communications regarding the Program.] District shall have the full power and authority to oversee the operation of the School. District hereby further agrees to cooperate with Provider in the performance of Providers duties and obligations under this Agreement and to take such reasonable actions and to execute and deliver all such agreements, documents or instruments as Provider may deem necessary or advisable, in Providers reasonable judgment, to enable Provider to perform its duties and obligations hereunder. Except as otherwise set forth in [the list of responsibilities], the Districts Superintendent has full power and authority to act on behalf of District in connection with the performance of this Agreement and the oversight of the School, subject to limitations on the Superintendents authority under Washington law or District policy. Compliance District policies and procedures. The parties agree that Program shall follow all District policies and procedures, including, but not limited to, the District graduation requirements and District calendar. [Note specifically any differences in policy or procedures for the Program.] Program will be operated in compliance with relevant federal and state laws. Contracting.The parties agree to abide by the provisions of HYPERLINK "http://apps.leg.wa.gov/RCW/default.aspx?cite=28A.320.035"RCW 28A.320.035 (Contracting out Board's powers and duties Goods and services) and HYPERLINK "http://apps.leg.wa.gov/WAC/default.aspx?cite=392-121-188"WAC 392-121-188 (Instruction provided under Agreement). No Child Left Behind. The parties acknowledge that Program must be operated in accordance with Title I of the Elementary and Secondary Education Act of 1965, as amended by No Child Left Behind Act of 2001 (NCLB), Pub. Law No. 107-110, 115 Stat. 1425, any and all state and federal regulations promulgated thereunder, and any subsequent amendments made thereto. IDEA. The parties acknowledge that Program shall comply with the requirements of the Individuals with Disabilities Education Improvement Act of 2004, Pub. Law No. 108-446, 118 Stat. 2647, any and all state and federal regulations promulgated thereunder, and any subsequent amendments made thereto. Compulsory attendance, admission, and course work. The parties acknowledge that Program shall comply with the provisions of HYPERLINK "http://apps.leg.wa.gov/RCW/default.aspx?cite=28A.225"RCW 28A.225, compulsory school attendance and admission. Program shall comply with the provisions of HYPERLINK "http://apps.leg.wa.gov/RCW/default.aspx?cite=28A.230"RCW 28A.230, compulsory course work and activities. Annual instructional hours. Provider shall supply a program that does not adversely affect the Districts ability to comply with the annual instructional hour requirement as defined by HYPERLINK "http://apps.leg.wa.gov/WAC/default.aspx?cite=180-16-200"WAC 180-16-200. Alternative Learning Experience. Both parties agree to comply with HYPERLINK "http://apps.leg.wa.gov/WAC/default.aspx?cite=392-121-182"WAC 392-121-182, alternative learning experience requirements, for students claimed under the Alternative Learning Experience (ALE) funding provisions. Staffing. Provider shall staff Program at a level that ensures the Districts Certificated Instructional Staff (CIS) per 1,000 Student FTE ratio does not fall below 46:1000, as specified by HYPERLINK "http://apps.leg.wa.gov/wac/default.aspx?cite=392-127"WAC 392-127. [Staffing requirement removed by ESHB 2065 in 2011.] [-OR- If the provider is not an institution of higher education.] For the students served under this agreement, Provider shall maintain a ratio of CIS FTE to student FTE which is at least equal to the Districts basic education funding ratio for the grade level of the students being reported for basic education funding in accordance with HYPERLINK "http://apps.leg.wa.gov/WAC/default.aspx?cite=392-121-188"WAC 392-121-188. Multi-district online provider approval. If Provider is a multi-district online course provider or multi-district online program provider as defined by the Office of the Superintendent of Public Instruction (), the Provider must be approved by in accordance with chapterHYPERLINK "http://apps.leg.wa.gov/WAC/default.aspx?cite=392-502" 392-502 WAC. The Provider is exclusively responsible for seeking and obtaining approval. If the Program is considered a multi-district online program as defined by the Office of the Superintendent of Public Instruction (), the Program must be approved by in accordance with chapter HYPERLINK "http://apps.leg.wa.gov/WAC/default.aspx?cite=392-502"392-502 WAC. The District is responsible for seeking and obtaining approval, and the Provider agrees to comply with requests for information that relate to the approval process. Exclusivity District and Provider acknowledge that this arrangement is not exclusive and that Provider has the right to provide similar Services to other public or private schools or institutions. Such activities shall be kept separate from the activities of the Program. Termination Termination for Default [Termination for Default This section allows termination of the Agreement due to documented deficiencies in Providers or Districts performance.]If either District or Provider violates any material term or condition of this Agreement or fails to fulfill in a timely and proper manner its obligations under this Agreement, then the aggrieved party shall give the other party written notice of such failure or violation. The responsible party shall correct the violation or failure within [thirty (30)] calendar days [or other appropriate time period] or as otherwise mutually agreed in writing. If the failure or violation is not corrected, this Agreement may be terminated immediately by written notice from the aggrieved party to the other party. The option to terminate shall be at the sole discretion of the aggrieved party. District reserves the right to suspend all or part of the Agreement, withhold further payments, or prohibit Provider from incurring additional obligations of funds during investigation of any alleged Provider compliance breach and pending corrective action by Provider or a decision by District to terminate the Agreement. In the event of termination of this Agreement by District, District shall have the right to procure the Services that are the subject of this Agreement on the open market and Provider shall be liable for all damages, including, but not limited to: (i) the cost difference between the original Agreement price for the Services and the replacement costs of such Services acquired from another Provider; (ii) if applicable, all administrative costs directly related to the replacement of this Agreement, such as costs of competitive bidding, mailing, advertising, applicable fees, charges or penalties, staff time costs; and, (iii) any other costs to District resulting from Providers breach. District shall have the right to deduct from any monies due to Provider, or that thereafter become due, an amount for damages that Provider will owe District for Providers default. If the Failure to Perform is without the defaulting partys control, fault, or negligence, the termination shall be deemed to be a Termination for Convenience. This section shall not apply to any failure(s) to perform that results from the willful or negligent acts or omissions of the aggrieved party. Termination for Convenience [Termination for Convenience This section allows the Agreement to be terminated when it is in Districts best interest.] When, at the sole discretion of District, it is in the best interest of the District, District may terminate this Agreement in whole or in part, by [fourteen (14) calendar days or other appropriate time period] written notice to Provider. If this Agreement is so terminated, District is liable only for payments required by the terms of this Agreement for Services received and accepted by District prior to the effective date of termination. Termination for Withdrawal of Authority In the event that Districts authority to perform any of its duties is withdrawn, reduced, or limited in any way after the commencement of this Agreement and prior to normal completion, District may terminate this Agreement by [seven (7) calendar days or other appropriate time period] written notice to Provider. No penalty shall accrue to District in the event this section shall be exercised. This section shall not be construed to permit District to terminate this Agreement in order to acquire similar Services from a third party. Termination for Non-Allocation of Funds [If no periodic future payments are required under the Agreement, this clause may be omitted.] If funds are not allocated to District to continue this Agreement in any future period, District may terminate this Agreement by [seven (7) calendar days or other appropriate time period] written notice to Provider or work with Provider to arrive at a mutually acceptable resolution of the situation. District will not be obligated to pay any further charges for Services including the net remainder of agreed to consecutive periodic payments remaining unpaid beyond the end of the then-current period. District agrees to notify Provider in writing of such non-allocation at the earliest possible time. No penalty shall accrue to District in the event this section shall be exercised. This section shall not be construed to permit District to terminate this Agreement in order to acquire similar Services from a third party. Termination Procedure In addition to the procedures set forth below, if District terminates this Agreement, Provider shall follow any procedures District specifies in Districts Notice of Termination. Upon termination of this Agreement, District, in addition to any other rights provided in this Agreement, may require Provider to deliver to District any property or Work Product specifically produced or acquired for the performance of such part of this Agreement as has been terminated. The section titled Treatment of Assets shall apply in such property transfer. Unless otherwise provided herein, District shall pay to Provider the agreed-upon Price, if separately stated, for the Services received by District, provided that in no event shall District pay to Provider an amount greater than Provider would have been entitled to if this Agreement had not been terminated. Failure to agree with such determination shall be a dispute within the meaning of the Disputes section of this Agreement. District may withhold from any amounts due Provider such sum as District determines to be necessary to protect District from potential loss or liability. Provider shall pay amounts due District as the result of termination within thirty (30) calendar days of notice of the amounts due. If Provider fails to make timely payment, District may charge interest on the amounts due at one percent (1%) per month until paid in full. Work Product as used in this Agreement shall mean data and products produced under this Agreement including, but not limited to, discoveries, formulae, ideas, improvements, inventions, methods, models, processes, techniques, findings, conclusions, recommendations, reports, designs, plans, diagrams, drawings, software, databases, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or sound reproductions, to the extent provided by law. Pricing, Invoice, and Payment Pricing [Pricing This section describes the mechanism by which revenues derived from the Program will be allocated between District and Provider. It further establishes the conditions for Price increases and reductions, and notices thereof.] Pricing. [Insert description of revenue sharing and other financial issues.] Provider assumes the risk that its fees will not allow it to operate profitably nor to fully cover the costs of operation of the School during any given period and agrees that District shall bear no responsibility for any operating deficit that may occur at the School. [If District wants to establish a maximum dollar amount that can be spent under the Agreement, use the following subsection; otherwise delete it.] The total amount expended under this Agreement shall not exceed [________] dollars ($___) [Specify maximum dollar amount]. Provider agrees to provide the Services at the Prices set forth [below or in Schedule A]. Prices may not be increased during the initial term of the Agreement. At least [one hundred twenty (120)] calendar days [or other appropriate time period] before the end of the then-current term of this Agreement, Provider may propose rate increases by written notice to District. Price adjustments will be taken into consideration by District when determining whether to extend this Agreement. Price as used in this Agreement shall mean charges, costs, rates and/or fees charged for the Services performed by Provider under this Agreement and paid in United States dollars. [Price Protection This subsection is used to guarantee that District receives Providers most favored customer prices.] [Include the following subsection when federal funds are involved or in other special circumstances.] Provider agrees that all the Prices, terms, warranties, and benefits provided in this Agreement are comparable to or better than the terms presently being offered by Provider to any other governmental entity purchasing the same quantity under similar terms. If during the term of this Agreement Provider shall enter into Agreements with any other governmental entity providing greater benefits or more favorable terms than those provided by this Agreement, Provider shall be obligated to provide the same to District for subsequent purchases. [Expenses are optional and must be appropriate to the Agreement. Use the following subsection only if expenses are allowed.] District shall reimburse Provider for travel and other expenses as identified in this Agreement, or as authorized in writing, in advance by District. Provider shall provide a detailed itemization of expenses, including description, amounts and dates, and receipts for amounts of fifty dollars ($50) or more when requesting reimbursement. [If a maximum amount has been stated above, add the following: The amount reimbursed to Provider is included in calculating the total amount spent under this Agreement.] Taxes [Taxes This section identifies tax liability, responsibilities and exemptions for the Agreement.] District will pay sales and use taxes, if any, imposed on the Services acquired hereunder. Provider must pay all other taxes including, but not limited to, Washington Business and Occupation Tax, other taxes based on Providers income or gross receipts, or personal property taxes levied or assessed on Providers personal property. Provider shall complete registration with the Washington State Department of Revenue and be responsible for payment of all taxes due on payments made under this Agreement. All payments accrued on account of payroll taxes, unemployment contributions, any other taxes, insurance, or other expenses for Provider or Providers staff shall be Providers sole responsibility. Invoice and Payment [No matter what form is required for invoice submittal, ensure that the invoice contains sufficient detail and back up documentation to determine the appropriateness of the charges.] Provider will submit properly itemized invoices to [title of person to receive invoices] at [provide appropriate address]. Invoices shall provide and itemize, as applicable: a) District Agreement number [XXX-XXX-XXX]; c) Provider name, address, phone number, and Federal Tax Identification Number; d) Description of Services provided; e) Date(s) that Services were provided, including number of hours worked; [number of hours worked would not be applicable for a deliverable-based or fixed fee Agreement] f) Providers Price for Services; g) Net invoice Price for each Service; h) Applicable taxes; i) Other applicable charges; j) Total invoice Price; and k) Payment terms including any available prompt payment discounts. [Include the following subsection only when expenses are allowed.] If expenses are invoiced, Provider must provide a detailed itemization of those expenses that are reimbursable, including description, amounts and dates. Any single expense in the amount of fifty dollars ($50) or more must be accompanied by a receipt in order to receive reimbursement. Payments shall be due and payable within thirty (30) calendar days after provision and acceptance of Services or thirty (30) calendar days after receipt of properly prepared invoices, whichever is later. Incorrect or incomplete invoices will be returned by District to Provider for correction and reissue. The District Agreement number [XXX-XXX-XXX] must appear on all bills of lading, packages, and correspondence relating to this Agreement. If District fails to make timely payment, Provider may invoice District one percent (1%) per month on the amount overdue or a minimum of one dollar ($1). Payment will not be considered late if payment is deposited electronically in Providers bank account or if a check or warrant is postmarked within thirty (30) calendar days of acceptance of the Services or receipt of Providers properly prepared invoice, whichever is later. [Use of the following subsection is optional. Consider using it when Provider is to provide a final deliverable at the end of the Agreement and District will be making periodic payments throughout the term of the Agreement for work performed during specific periods of time.] District shall withhold ten percent (10%) [or other appropriate amount] from each payment until acceptance by District of the [final report/completion of project/other appropriate milestone]. Overpayments to Provider Provider shall refund to District the full amount of any erroneous payment or overpayment under this Agreement within thirty (30) days written notice. If Provider fails to make timely refund, District may charge Provider one percent (1%) per month on the amount due, until paid in full. Contacts The Districts key contact for Provider will be [insert name, title]. The Providers contact for District will be [insert name, title]. Assignment Assignment [If Provider performance or financial condition is a problem, it may be prudent to allow Provider assignment at Districts sole option rather than stating that Districts consent shall not be unreasonably withheld in the following subsection.] With the prior written consent of District, which consent shall [not be unreasonably withheld or be at Districts sole option], Provider may assign this Agreement including the proceeds hereof, provided that such assignment shall not operate to relieve Provider of any of its duties and obligations hereunder, nor shall such assignment affect any remedies available to District that may arise from any breach of the sections of this Agreement, Statements of Work, or warranties made herein including but not limited to, rights of setoff. District may assign this Agreement or Statements of Work to any public agency, commission, board, or the like, within the political boundaries of the state of Washington, provided that such assignment shall not operate to relieve District of any of its duties and obligations hereunder. Students Student eligibility [Choose one of the following options: Program is intended solely for students residing within Districts geographic boundaries. Program is open to any student in the state of Washington who transfers into the District under the interdistrict transfer provisions of HYPERLINK "http://apps.leg.wa.gov/RCW/default.aspx?cite=28A.225.220"RCW 28A.225.220 through HYPERLINK "http://apps.leg.wa.gov/RCW/default.aspx?cite=28A.225.230"28A.225.230 Program is open to both resident students (residing within Districts geographic boundaries) and nonresident students (residing outside the geographic boundaries of the school district) making fewer than 10% of the annual average headcount of the Program.] The parties agree that District shall create a written student admissions policy for the program. The parties acknowledge that Program will only serve enrolled students residing in Washington state, as defined by HYPERLINK "http://apps.leg.wa.gov/wac/default.aspx?cite=392-121-106"WAC 392-121-106. [If Provider is responsible for recruitment and enrollment:] Recruitment and enrollment. The parties agree that Provider will recruit and enroll students in a manner consistent with any applicable district policies and state and federal law. Transportation. The parties acknowledge that District shall have no duty under this Agreement to provide daily transportation to students enrolled in the Program. Any transportation for field trips or other purposes, excepting special education transportation, shall be provided exclusively by the Provider. Student Code of Conduct. The parties acknowledge that students enrolled in the Program are subject to the District code of conduct. Free basic education. The parties acknowledge that students will not be charged tuition for courses offered to students for which the district claims state education funding or that are included as part of the legally-required annual average total instructional hour offering of one thousand (1000) hours; provided, that students and/or their parents or other guardians as provided by law may be responsible for fees as specified by the District fee schedule. Transitional bilingual instruction. The parties agree to make available instruction to eligible transitional bilingual students for the purpose of achieving competency in English, as specified in chapter HYPERLINK "http://apps.leg.wa.gov/RCW/default.aspx?cite=28A.180" 28A.180 RCW and HYPERLINK "http://apps.leg.wa.gov/WAC/default.aspx?cite=392-160"chapter 392-160 WAC. Meals. Nothing in this Agreement shall be interpreted or construed to require District or Provider to provide students enrolled in the Program access to federal child nutrition programs administered by the United State Department of Agriculture and the State of Washington, including, without limitation, the National School Lunch Program, the Special Milk Program for Children, the School Breakfast Program, and/or the Summer Food Service Program.. Special Education. [insert description of special education services to be provided by each party] School Records Records. Provider shall maintain student records in compliance with the Family Educational Rights and Privacy Act (FERPA) of 1974, Pub. L. No. 93-380, 88 Stat. 484, and shall retain records in accordance with the record retention laws and schedules(s) of the Washington State Archivist applicable to public school districts, in addition to District record retention policies. Parent and other requests for disclosure of records pursuant to FERPA or the Public Records Act (HYPERLINK "http://apps.leg.wa.gov/RCW/default.aspx?cite=42.56"RCW 42.56) shall be administered by the District, with the assistance and cooperation of Provider. Student Information System integration. The parties agree that Provider shall be responsible for integrating student data into the Districts student information system with appropriate safeguards to protect student data confidentiality in accordance with the terms of this Agreement and with state and federal law. State reporting. If at any time during the school year the Program serves more than twenty-five (25) students and said number equals more than one-quarter of one percent (.0025) of the Districts annual average full-time equivalent enrollment claimed for basic education funding, the District shall report the certificated instructional employees of Provider as required by the Office of the Superintendent of Public Instruction annual personnel reporting system for calculation of state funding, staff, ratios, and statistics. Provider shall respond to applicable requests for information or reports from District, state, or federal authorities. Audits. In the event of any audit undertaken at the direction of District, the State of Washington, or the United States, and their respective officers, employees, or agents, Provider shall fully cooperate with the District and auditors in providing all information needed for such audit. [Insert descriptions of any reports that need to flow between the parties, including deadlines.] Confidentiality Protection of Districts Confidential Information [Safeguarding of Information This section prohibits Providers use or disclosure of any information concerning District for any purpose not directly connected with performance of the Agreement.] [If District has a unique category of Confidential Informatione.g., criminal records, health historiesinclude those in the list below.] Provider acknowledges that some of the material and information that may come into its possession or knowledge in connection with this Agreement or its performance may consist of information that is exempt from disclosure to the public or other unauthorized persons under either chapter 42.56 RCW or other state or federal statutes (Confidential Information). Confidential Information includes, but is not limited to, names, addresses, Social Security numbers, e-mail addresses, telephone numbers, financial profiles, credit card information, drivers license numbers, medical data, law enforcement records, agency source code or object code, agency security data, or [add other items as necessary or delete items not applicable], or information identifiable to an individual that relates to any of these types of information. Provider agrees to hold Confidential Information in strictest confidence and not to make use of Confidential Information for any purpose other than the performance of this Agreement, to release it only to authorized employees requiring such information for the purposes of carrying out this Agreement, and not to release, divulge, publish, transfer, sell, disclose, or otherwise make the information known to any other party without Districts express written consent or as provided by law. Provider agrees to release such information or material only to employees who have signed a nondisclosure agreement, the terms of which have been previously approved by District. Provider agrees to implement physical, electronic, and managerial safeguards to prevent unauthorized access to Confidential Information. Immediately upon expiration or termination of this Agreement, Provider shall, at Districts option: (i) certify to District that Provider has destroyed all Confidential Information; or (ii) return all Confidential Information to District; or (iii) take whatever other steps District requires of Provider to protect Districts Confidential Information. District reserves the right to monitor, audit, or investigate the use of Confidential Information collected, used, or acquired by Provider through this Agreement. The monitoring, auditing, or investigating may include, but is not limited to, salting databases. Violation of this section by Provider may result in termination of this Agreement and demand for return of all Confidential Information, monetary damages, or penalties. General Provisions Ownership of Services and Content. Nothing in this Agreement will be interpreted or construed as a sale or purchase of title to the Services provided by the Provider hereunder. All right, title, and interest in and to any documentation and materials supplied by Provider under this Agreement, derivative works compilations, collective works, and any know-how and trade secrets related to the Services provided by Provider hereunder, including all intellectual property rights therein and thereto, are and will remain the exclusive property of Provider. District will not have any rights in or to the Services provided by Provider hereunder, except those expressly granted in this Agreement. Provider reserves to itself all rights to the Services provided by Provider hereunder not expressly granted to District under this Agreement. Patent and Copyright Indemnification. [Patent and Copyright Indemnification This section establishes each partys responsibility in case of a patent, copyright, or other intellectual property right infringement.] Provider, at its expense, shall defend, indemnify, and save District harmless from and against any claims against District that any Product or Work Product supplied hereunder, or Districts use of the Product or Work Product within the terms of this Agreement, infringes any patent, copyright, utility model, industrial design, mask work, trade secret, trademark, or other similar proprietary right of a third party worldwide. Provider shall pay all costs of such defense and settlement and any penalties, costs, damages and attorneys fees awarded by a court or incurred by District provided that District promptly notifies Provider in writing of the claim, but Districts failure to provide timely notice shall only relieve Provider from its indemnification obligations if and to the extent such late notice prejudiced the defense or resulted in increased expense or loss to Provider. If such claim has occurred, or in Providers opinion is likely to occur, District agrees to permit Provider, at its option and expense, either to procure for District the right to continue using the Product or Work Product or to replace or modify the same so that they become noninfringing and functionally equivalent. If use of the Product or Work Product is enjoined by a court and Provider determines that none of these alternatives is reasonably available, Provider, at its risk and expense, will take back the Product or Work Product and provide District a refund. In the case of Work Product, Provider shall refund to District the entire amount District paid to Provider for Providers provision of the Work Product. In the case of Product, Provider shall refund to District its depreciated value. No termination charges will be payable on such returned Product, and District will pay only those charges that were payable prior to the date of such return. Depreciated value shall be calculated on the basis of a useful life of [four (4)] years commencing on the date of purchase and shall be an equal amount per year over said useful life. The depreciation for fractional parts of a year shall be prorated on the basis of three hundred sixty-five (365) days per year. In the event the Product has been installed less than one (1) year, all costs associated with the initial installation paid by District shall be refunded by Provider. Provider has no liability for any claim of infringement arising solely from: a) Providers compliance with any designs, specifications or instructions of District; b) Modification of the Product or Work Product by District or a third party without the prior knowledge and approval of Provider; or c) Use of the Product or Work Product in a way not specified by Provider; unless the claim arose against Providers Product or Work Product independently of any of these specified actions. Save Harmless. Provider shall defend, indemnify, and save District harmless from and against any claims, including reasonable attorneys fees resulting from such claims, by third parties for any or all injuries to persons or damage to property of such third parties arising from intentional, willful or negligent acts or omissions of Provider, its officers, employees, or agents. Providers obligation to defend, indemnify, and save District harmless shall not be eliminated or reduced by any alleged concurrent District negligence. [At Providers insistence, and after District has evaluated risks and determined that a limited save harmless clause is acceptable, the last sentence may be replaced with the following: Provider shall be required to defend, indemnify, and save District harmless only to the extent claim is caused in whole or in part by Providers negligent acts or omissions.] Insurance. Provider shall, during the term of this Agreement, maintain in full force and effect, the insurance described in this section. Provider shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in the state of Washington and having a rating of A-, Class VII or better, in the most recently published edition of Bests Reports. In the event of cancellation, non-renewal, revocation or other termination of any insurance coverage required by this Agreement, Provider shall provide written notice of such to District within one (1) Business Day of Providers receipt of such notice. Failure to buy and maintain the required insurance may, at Districts sole option, result in this Agreements termination. The minimum acceptable limits shall be as indicated below, with no deductible [or state an acceptable deductible amount] for each of the following categories: a) Commercial General Liability covering the risks of bodily injury (including death), property damage and personal injury, including coverage for contractual liability, with a limit of not less than $1 million per occurrence/$2 million general aggregate; b) Business Automobile Liability (owned, hired, or non-owned) covering the risks of bodily injury (including death) and property damage, including coverage for contractual liability, with a limit of not less than $1 million per accident; c) Employers Liability insurance covering the risks of Providers employees bodily injury by accident or disease with limits of not less than $1 million per accident for bodily injury by accident and $1 million per employee for bodily injury by disease; d) Umbrella policy providing excess limits over the primary policies in an amount not less than $3 million; e) Professional Liability Errors and Omissions, with a deductible not to exceed $25,000, and coverage of not less than $1 million per occurrence/$2 million general aggregate; and f) Crime Coverage with a deductible not to exceed $1 million, conditioned upon subsection 31.3 below, and coverage of not less than $5 million single limit per occurrence and $10 million in the aggregate, which shall at a minimum cover occurrences falling in the following categories: Computer Fraud; Forgery; Money and Securities; and Employee Dishonesty. For Professional Liability Errors and Omissions coverage and Crime Coverage, Provider shall: (i) continue such coverage for six (6) years beyond the expiration or termination of this Agreement, naming District as an additional insured and providing District with certificates of insurance on an annual basis; (ii) within thirty (30) days of execution of this Agreement provide for Districts benefit an irrevocable stand-by letter of credit, or other financial assurance acceptable to District, in the amount of $1 million, during the initial and any subsequent terms of this Agreement, and for six (6) years beyond the expiration or termination of this Agreement to pay for any premiums to continue such claims-made policies, or available tails, whichever is appropriate, at Districts sole option, in the event Provider fails to do so. In addition, such irrevocable stand-by letter of credit shall provide for payment of any deductible on the Professional Liability Errors and Omissions policy and the Crime Coverage under the same terms and conditions of such policy as though there were no deductible. Irrevocable stand-by letter of credit as used in this Agreement means a written commitment by a federally insured financial institution to pay all or part of a stated amount of money, until the expiration date of the letter, upon presentation by District (the beneficiary) of a written demand therefor. Provider shall pay premiums on all insurance policies. Such insurance policies shall name District as an additional insured on all general liability, automobile liability, and umbrella policies. Such policies shall also reference this Agreement number [XXX-XXX-XXX] and shall have a condition that they not be revoked by the insurer until forty-five (45) calendar days after notice of intended revocation thereof shall have been given to District by the insurer. All insurance provided by Provider shall be primary as to any other insurance or self-insurance programs afforded to or maintained by the State and shall include a severability of interests (cross-liability) provision. Provider shall include any subcontractors as insured under all required insurance policies, or shall furnish separate certificates of insurance and endorsements for each subcontractor. Subcontractor(s) shall comply fully with all insurance requirements stated herein. Failure of subcontracts(s) to comply with insurance requirements does not limit Providers liability or responsibility. For the purposes of this Agreement, a Subcontractor shall mean one not in the employment of Provider, who is performing all or part of the business activities under this Agreement under a separate contract with Provider. Provider shall furnish to District copies of certificates of all required insurance within thirty (30) calendar days of this Agreements Effective Date, and copies of renewal certificates of all required insurance within thirty (30) days after the renewal date. These certificates of insurance must expressly indicate compliance with each and every insurance requirement specified in this section. Failure to provide evidence of coverage may, at Districts sole option, result in this Agreements termination. By requiring insurance herein, District does not represent that coverage and limits will be adequate to protect Provider. Such coverage and limits shall not limit Providers liability under the indemnities and reimbursements granted to District in this Agreement. Industrial Insurance Coverage. [Industrial Insurance Coverage This section requires Provider to comply with Title 51 RCW, Washingtons industrial insurance law. With few exceptions, Title 51 RCW holds District responsible for ensuring that Provider has such coverage.] [District can verify Providers compliance with Title 51 RCW the Department of Labor and Industries.] [If Provider has operations in Washington, include this section. If Provider has no operations in Washington, do not include this section.] Prior to performing work under this Agreement, Provider shall provide or purchase industrial insurance coverage for its employees, as may be required of an employer as defined in Title 51 RCW, and shall maintain full compliance with Title 51 RCW during the course of this Agreement. District will not be responsible for payment of industrial insurance premiums or for any other claim or benefit for Provider, or employee of Provider, which might arise under the industrial insurance laws during the performance of duties and Services under this Agreement. Licensing Standards. [Licensing Standards This section requires Provider to comply with applicable federal, state, county, or municipal standards for licensing and accreditation to assure quality of service.] Provider must register with the Washington State Department of Revenue prior to performing work under the Agreement. Provider will be issued a State Uniform Business Identifier (UBI) number to be used in payment of state taxes. Out-of-state Providers performing work in Washington State are required to have UBI numbers. Provider shall comply with all applicable local, state, and federal licensing, accreditation and registration requirements and standards necessary in the performance of this Agreement. Antitrust Violations. Provider and District recognize that, in actual economic practice, overcharges resulting from antitrust violations are usually borne by District. Therefore, Provider hereby assigns to District any and all claims for such overcharges as to goods and Services purchased in connection with this Agreement, except as to overcharges not passed on to District resulting from antitrust violations commencing after the date of the bid, quotation, or other event establishing the Price under this Agreement. Compliance with Civil Rights Laws. During the performance of this Agreement, Provider shall comply with all federal and applicable state nondiscrimination laws, including but not limited to: Title VII of the Civil Rights Act, 42 U.S.C. 12101 et seq.; the Americans with Disabilities Act (ADA); and Title 49.60 RCW, Washington Law Against Discrimination. In the event of Providers noncompliance or refusal to comply with any nondiscrimination law, regulation or policy, this Agreement may be rescinded, canceled, or terminated in whole or in part under the Termination for Default sections, and Provider may be declared ineligible for further Agreements with District. Severability. [Severability This section provides that if any Agreement term or condition is determined to be invalid, the other Agreement terms and conditions are not automatically invalid.] If any term or condition of this Agreement or the application thereof is held invalid, such invalidity shall not affect other terms, conditions, or applications which can be given effect without the invalid term, condition, or application; to this end the terms and conditions of this Agreement are declared severable. Waiver. Waiver of any breach of any term or condition of this Agreement shall not be deemed a waiver of any prior or subsequent breach. No term or condition of this Agreement shall be held to be waived, modified, or deleted except by a written instrument signed by the parties. Treatment of Assets. Title to all property furnished by District shall remain in District. Title to all property furnished by Provider, for which Provider is entitled to reimbursement, other than rental payments, under this Agreement, shall pass to and vest in District pursuant to the Ownership of Services and Content section. As used in this section Treatment of Assets, if the property is Providers proprietary, copyrighted, patented, or trademarked works, only the applicable license, not title, is passed to and vested in District. Any District property furnished to Provider shall, unless otherwise provided herein or approved by District, be used only for the performance of this Agreement. Provider shall be responsible for any loss of or damage to property of District that results from Providers negligence or that results from Providers failure to maintain and administer that property in accordance with sound management practices. Upon loss or destruction of, or damage to any District property, Provider shall notify District thereof and shall take all reasonable steps to protect that property from further damage. Provider shall surrender to District all District property prior to completion, termination, or cancellation of this Agreement. Providers Proprietary Information. Provider acknowledges that District is subject to chapter 42.56 RCW and that this Agreement shall be a public record as defined in chapter 42.56 RCW. Any specific information that is claimed by Provider to be Proprietary Information must be clearly identified as such by Provider. To the extent consistent with chapter 42.56 RCW, District shall maintain the confidentiality of all such information marked Proprietary Information. If a public disclosure request is made to view Providers Proprietary Information, District will notify Provider of the request and of the date that such records will be released to the requester unless Provider obtains a court order from a court of competent jurisdiction enjoining that disclosure. If Provider fails to obtain the court order enjoining disclosure, District will release the requested information on the date specified. Governing Law. [Governing Law Washington State law shall govern the Agreement. Since commercial law varies from state to state, it is important to include the governing law, particularly when dealing with out-of-state Providers.] [Venue The venue is the locality where a trial occurs. Any lawsuit involving the Agreement would be filed in the county stated in this clause.] This Agreement shall be governed in all respects by the law and statutes of the state of Washington, without reference to conflict of law principles. However, if the Uniform Computer Information Transactions Act (UCITA) or any substantially similar law is enacted as part of the law of the state of Washington, said statute will not govern any aspect of this Agreement or any license granted hereunder, and instead the law as it existed prior to such enactment will govern. The jurisdiction for any action hereunder shall be exclusively in the Superior Court for the state of Washington. The venue of any action hereunder shall be in the Superior Court for [____________] County, Washington. Dispute resolution Disputes. [Disputes When a bona fide dispute arises between District and Provider, remedy is provided via this dispute process, which will generally precede any court action.] [If this is a simple Agreement for $10,000 or less, only the following section need be included.] In the event a dispute arises under this Agreement, it shall be handled by a Dispute Resolution Panel in the following manner. Each party to this Agreement shall appoint one member to the Panel. These two appointed members shall jointly appoint an additional member. The Dispute Resolution Panel shall review the facts, Agreement terms, and applicable statutes and rules and make a determination of the dispute as quickly as reasonably possible. The determination of the Dispute Resolution Panel shall be final and binding on the parties hereto. District and Provider agree that, the existence of a dispute notwithstanding, they will continue without delay to carry out all their respective responsibilities under this Agreement that are not affected by the dispute. [If this is a complex Agreement or is for more than $10,000, use the following subsections.] In the event a bona fide dispute concerning a question of fact arises between District and Provider and it cannot be resolved between the parties, either party may initiate the dispute resolution procedure provided herein. The initiating party shall reduce its description of the dispute to writing and deliver it to the responding party. The responding party shall respond in writing within three (3) Business Days. The initiating party shall have three (3) Business Days to review the response. If after this review a resolution cannot be reached, both parties shall have three (3) Business Days to negotiate in good faith to resolve the dispute. a) If the dispute cannot be resolved after three (3) Business Days, a Dispute Resolution Panel may be requested in writing by either party who shall also identify the first panel member. Within three (3) Business Days of receipt of the request, the other party will designate a panel member. Those two panel members will appoint a third individual to the Dispute Resolution Panel within the next three (3) Business Days. b) The Dispute Resolution Panel will review the written descriptions of the dispute, gather additional information as needed, and render a decision on the dispute in the shortest practical time. c) Each party shall bear the cost for its panel member and share equally the cost of the third panel member. [Include the following subsection whenever possible so that arbitration will be binding upon the parties.] Both parties agree to be bound by the determination of the Dispute Resolution Panel. Both parties agree to exercise good faith in dispute resolution and to settle disputes prior to using a Dispute Resolution Panel whenever possible. [If the previous subsection on the decision of the Dispute Resolution Panel being binding is omitted from the Agreement, add: Unless irreparable harm will result, neither party shall commence litigation against the other before the Dispute Resolution Panel has issued its decision on the matter in dispute.] District and Provider agree that, the existence of a dispute notwithstanding, they will continue without delay to carry out all their respective responsibilities under this Agreement that are not affected by the dispute. If the subject of the dispute is the amount due and payable by District for Services being provided by Provider, Provider shall continue providing Services pending resolution of the dispute provided District pays Provider the amount District, in good faith, believes is due and payable, and places in escrow the difference between such amount and the amount Provider, in good faith, believes is due and payable. Attorneys Fees and Costs. If any litigation is brought to enforce any term, condition, or section of this Agreement, or as a result of this Agreement in any way, the prevailing party shall be awarded its reasonable attorneys fees together with expenses and costs incurred with such litigation, including necessary fees, costs, and expenses for services rendered at both trial and appellate levels, as well as subsequent to judgment in obtaining execution thereof. In the event that the parties engage in arbitration, mediation or any other alternative dispute resolution forum to resolve a dispute in lieu of litigation, both parties shall share equally in the cost of the alternative dispute resolution method, including cost of mediator or arbitrator. In addition, each party shall be responsible for its own attorneys fees incurred as a result of the alternative dispute resolution method. Non-Exclusive Remedies. The remedies provided for in this Agreement shall not be exclusive but are in addition to all other remedies available under law. Liquidated Damages. [Liquidated Damages This section establishes the amount of damages upon the breach of certain contractual requirements. If the timeline for the performance of any contractual requirement is critical to District, then this section may be used. The amount is determined through a good faith effort to estimate damages should a breach occur, when the actual damages amount is not reasonably ascertainable.] [If this section is not used, strike references to it in other sections by searching for the term Liquidated Damages.] Liquidated Damages General a) Any delay by Provider in meeting the [delivery date] set forth in this Agreement will interfere with the proper implementation of Districts programs and will result in loss and damage to District. b) As it would be impracticable to fix the actual damage sustained in the event of any such failure(s) to perform, District and Provider agree that in the event of any such failure(s) to perform, the amount of damage which will be sustained will be the amount set forth in the following subsections and the parties agree that Provider shall pay such amounts as liquidated damages and not as a penalty. c) Liquidated damages provided under the terms of this Agreement are subject to the same limitations as provided in the section titled Limitation of Liability. Liquidated Damages Specific a) If Provider does not provide the Services by [delivery date],the date agreed upon between District and Provider, then Provider shall provide a revised date and pay to District as fixed and agreed liquidated damages, in lieu of all other damages due to such delay, for each calendar day between the specified delivery date and the date that Provider actually provides the Services an amount of [fixed dollar amount per day or percentage of total cost (purchase price plus applicable tax) of the delinquent Services per day]. b) If the revised [delivery date] is more than [______ (__)] calendar days from the original [delivery date], then by written notice to Provider, District may immediately terminate the right of Provider to provide the Services and District may obtain substitute Services from another Provider. In this event, Provider shall be liable for fixed and agreed-upon liquidated damages, in lieu of all other damages due to such delay, in the amount specified above, until substitute Services are provided, or a maximum of [______ (__)] calendar days from the original [delivery date], whichever occurs first. Failure to Perform. [Failure to Perform This section establishes that District may withhold monies after written notification that Provider has failed to perform any substantial Agreement obligation.] If Provider fails to perform any substantial obligation under this Agreement, District shall give Provider written notice of such Failure to Perform. If after [thirty (30)] calendar days [or other appropriate time period] from the date of the written notice Provider still has not performed, then District may withhold all monies due and payable to Provider, without penalty to District, until such Failure to Perform is cured or otherwise resolved. Limitation of Liability. The parties agree that neither Provider nor District shall be liable to each other, regardless of the form of action, for consequential, incidental, indirect, or special damages except a claim related to bodily injury or death, or a claim or demand based on patent, copyright, or other intellectual property right infringement, in which case liability shall be as set forth elsewhere in this Agreement. This section does not modify any sections regarding liquidated damages or any other conditions as are elsewhere agreed to herein between the parties. The damages specified in the sections titled Termination for Default are not consequential, incidental, indirect, or special damages as that term is used in this section. Neither Provider nor District shall be liable for damages arising from causes beyond the reasonable control and without the fault or negligence of either Provider or District. Such causes may include, but are not restricted to, acts of God or of the public enemy, acts of a governmental body other than District acting in either its sovereign or contractual capacity, war, explosions, fires, floods, earthquakes, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; but in every case the delays must be beyond the reasonable control and without fault or negligence of Provider or District.. Neither party shall be liable for personal injury to the other party or damage to the other partys property except personal injury or damage to property proximately caused by such partys respective fault or negligence. Agreement Execution  TC Contract Execution \n \l 4 Authority to Bind. The signatories to this Agreement represent that they have the authority to bind their respective organizations to this Agreement. Counterparts. Counterparts This section provides for counterparts or duplicate originals of the Agreement. Each party may sign a separate signature page, each of which will be made a part of the Agreement and be considered an original. This Agreement may be executed in counterparts or in duplicate originals. Each counterpart or each duplicate shall be deemed an original copy of this Agreement signed by each party, for all purposes. [Signature Blocks This section provides a statement of understanding of and agreement to the Agreement, followed by signature blocks.] [Do not have the signature block appear on a page by itself. Include a portion of the Agreement text at the top of the page. Only those persons with authority to bind the parties may sign the Agreement. It is good business practice to have Provider sign the document first. Upon execution, signed copies of the Agreement should be provided to all interested parties. In most instances, Agreement performance may begin immediately or may be scheduled for a predetermined date.] In Witness Whereof, the parties hereto, having read this Agreement in its entirety, including all attachments, do agree in each and every particular and have thus set their hands hereunto. [Add Effective Date below.] This Agreement is effective this _____day of ______________, 2___. Approved Approved[District][Provider]SignatureSignaturePrint or Type Name DatePrint or Type Name DateTitleTitle       PAGE \* MERGEFORMAT 1  GHQR  + a o q v   q r ̼~n~n~nnnc[h(CJaJh\h(CJaJhcGhcG6CJOJQJaJh\h"-CJOJQJaJh\h(CJOJQJaJh\h^6CJOJQJaJh\hj6CJOJQJaJh\h(6CJOJQJaJh\haP CJOJQJaJ h\h"-h\h?mCJOJQJaJh\he$CJOJQJaJ"HQ  r : E "YB^q|+6SgdHgdFgdRJgdrgd(gd?mgd:;gd Or : ^ j q  q } x |"YUbqBR]^}ӳӳӳӳӳӳӳӳӳӳӳӳӳӳӬh\h?m6CJOJQJaJhRJ5CJOJQJaJ hRJh?mhr hcGhcGh$'hr6CJOJQJaJh;7bhr6CJOJQJaJh\hrCJOJQJaJh\hr6CJOJQJaJ h:;hr h:;hcG1%&}q{|ŹpaQD5h\hU*CJOJQJaJhr6CJOJQJaJh\hr6CJOJQJaJh\hcCJOJQJaJh\hc5CJOJQJaJ h:;h1A hcGhcGh\h1CJOJQJaJhRJ5CJOJQJaJh\hRJCJOJQJaJhRJCJOJQJaJhRJh?m5CJOJQJaJh\h?m6CJOJQJaJh/m6CJOJQJaJhRJ6CJOJQJaJ+6WX\ow|} ?PQRξueueuՠXKCjhGsUh/5CJOJQJaJh\5CJOJQJaJh!h6CJOJQJaJh!hH6CJOJQJaJh\h!CJOJQJaJhrCJOJQJaJh\hHCJOJQJaJh\hcCJOJQJaJh\hc5CJOJQJaJ h\h1AhcGhcG6CJOJQJaJh\hU*CJOJQJaJh!CJOJQJaJ"#236A}~ %&'(09]eԹԩvvgg[g[gvhlCJOJQJaJhZhZCJOJQJaJhI%CJOJQJaJhZCJOJQJaJh!CJOJQJaJh\hcCJOJQJaJh\hc5CJOJQJaJh\hjCJOJQJaJh\CJOJQJaJh\hHCJOJQJaJ h\hH0JCJOJQJaJjhGsUhGs!efghimno #$,ͽymy^y^ymyN?h\hcCJOJQJaJh\hc5CJOJQJaJhPhPCJOJQJaJh 'CJOJQJaJhPCJOJQJaJh\h6CJOJQJaJhySCJOJQJaJh\h/5CJOJQJaJh/5CJOJQJaJh\h65CJOJQJaJh\hHCJOJQJaJhI%CJOJQJaJhCJOJQJaJh-CJOJQJaJi3Bi !!Z#%&&''(,/0,1I113355F6^gd\gdngd:;gd:;gdi?gdFgdHPQ\]3NOt01?@Bacιι֩|k΋\h\h1ACJOJQJaJ h\hF0JCJOJQJaJh\hCJOJQJaJh\hFCJOJQJaJh\hi?CJOJQJaJh\hi?5CJOJQJaJ h\hH0JCJOJQJaJhGsjhGsUh\hHCJOJQJaJh\h!CJOJQJaJh!CJOJQJaJ#h i s | '!(!h!i!t!u!v!x!y!!!!ɷp`TDT5h2ZhySCJOJQJaJh2Zh2Z6CJOJQJaJh2ZCJOJQJaJh2ZhRm7CJOJQJaJ#h2Zhe0J7CJOJQJaJh2ZhGs7jh2ZhGs7Uh2Zh!7CJOJQJaJh2Zhe7CJOJQJaJ"h2Zhe57CJOJQJaJh\hi?CJOJQJaJh\h1ACJOJQJaJjhGsU h\h1A0JCJOJQJaJ!!!!!!!'","-"w""""##G#H#W#X#Y#Z##[$u$v$$$ǸӬӬqaRh\hi?CJOJQJaJh\hi?5CJOJQJaJh\heCJOJQJaJ h\hRm0JCJOJQJaJhGsjhGsUh\hySCJOJQJaJhySCJOJQJaJh\h!CJOJQJaJh!CJOJQJaJh\hRmCJOJQJaJhyS6CJOJQJaJh\hRm6CJOJQJaJ$$$$$$$$%%%%%$&%&,&-&.&1&&&e'f'n''''''thYMh:;CJOJQJaJh\h!CJOJQJaJh!CJOJQJaJh\h/mCJOJQJaJh/mCJOJQJaJh\hs*CJOJQJaJ h\hs*hGshySCJOJQJaJh(_ICJOJQJaJh\hi?CJOJQJaJh$'hySCJOJQJaJhySOJQJjhGsU h\hi?0JCJOJQJaJ''((())))**9*,,//00+1,1G1H1I11ƴƉƉwwwwhXQEh\h\6CJaJ hnh,h\h,5CJOJQJaJh\h,CJOJQJaJ"hn5B*CJOJQJaJph+hcGhcG56B*CJOJQJaJph(h\h!5B*CJOJQJaJph"h!5B*CJOJQJaJph(h\hj5B*CJOJQJaJph+h\hj56B*CJOJQJaJphhn hhjh:;111222"262?2X222222223#3J3R3333374@4a4i4}44444445a5i5|555556'6E6d6l6~6666666777*727s7{7=8E8W8_888׹˭h\hj6CJaJh\h\CJaJ h\h,h\h,6CJaJh\hjCJaJhdCJaJh\h^CJaJh\h,CJaJD8!9)9<9E9~9999H:I:;;=>??/?8?;??AA A!A(A)AAAABB B׶׎̊|q|fZhq'h CJ\aJhq'6CJPJaJh 6CJPJaJh<h 6CJPJaJhn hcGhcGhq'h<CJaJhq'h$'CJaJhq'hnCJaJhq'hcGCJaJhyh1XCJaJhq' h\h1Xhq'CJaJh\hjCJaJh\h^CJaJh\h,CJaJF699I:;>?A!A)ABdBtCDD#EhFGGGJJLLMNOgd|!gdGwgdq'gdq'^gdq' BcBdBsCtCxCCCCDD,D5DGDQDaDDDDDDD´¦›pbUHhq'hGwCJPJaJh\h^CJPJaJh'h'6CJPJaJ!hcGhcG56CJPJ\aJh\hjCJPJaJh\hGwCJPJaJhq'6CJPJaJhlhj6CJPJaJhlh^6CJPJaJhlhGw6CJPJaJhq'CJPJaJhq'hrCJPJaJhq'hq'6CJaJhq'hr6CJaJDDDE!E"E#E&E,EFEUEwE~EEEEEEE,F4F]FfFgFhFFGGG\GdGnGvGGGֲֲֲֿֿzl^l^lzhlh^6CJPJaJhlhGw6CJPJaJhlhl6CJPJaJhq'hq'CJPJ\aJhq'h/mCJPJ\aJhq'h<CJPJ\aJh\h^CJPJaJhq'CJPJaJh\hjCJPJaJh\hGwCJPJaJhq'hGwCJPJaJhq'hcG6CJPJ\aJ"GGGGHTH]HHHI$I%I-I?IHIIIIIIJJJSJ\JJJJJJ̯̿̿̿̿{cKcK/h\hGw5B*CJOJPJQJ\aJph/h\h^5B*CJOJPJQJ\aJph2hlhj56B*CJOJPJQJ\aJph2hlhGw56B*CJOJPJQJ\aJphh\hGw5CJPJ\aJh\hjCJPJaJh\hGwCJPJaJh\h^CJPJaJhlhGw6CJPJaJhq'6CJPJaJJJ&K.K0K8KKLL*LELML~LLLLLLLLLϷϷϝϷqϝjP2hlhl56B*CJOJPJQJ\aJph h|!hGw)h,5B*CJOJPJQJ\aJph,h#856B*CJOJPJQJ\aJph2h'h'56B*CJOJPJQJ\aJph/h\h^5B*CJOJPJQJ\aJph/h\hGw5B*CJOJPJQJ\aJph/h\hj5B*CJOJPJQJ\aJphLLLMMM M]MeMMM1N9NONWNNN{OOOOOOOOOPPP暂jcH暂5h\hh5B*CJOJPJQJ\aJph h|!hGw/h\hj5B*CJOJPJQJ\aJph/h\hGw5B*CJOJPJQJ\aJph/h\h^5B*CJOJPJQJ\aJph2hlhl56B*CJOJPJQJ\aJph2hlhj56B*CJOJPJQJ\aJph2hlhGw56B*CJOJPJQJ\aJphOOP]?]F]N]^]`]h]y]]]]Q^Y^^^^^ȹߔ߹ufuufWhVhGwCJOJQJaJh\hjCJOJQJaJh\h^CJOJQJaJh\h+d6CJOJQJaJh+d6CJOJQJaJhCJOJQJaJh\CJOJQJaJh\hGwCJOJQJaJ hVhVh\h^6CJOJQJaJh\hGw6CJOJQJaJhh6CJOJQJaJ"^_____`"`5`6`?a@aaaaaaaaaaab ccϷϰweYJh\h "CJOJQJaJhjaCJOJQJaJ#hh0J6CJOJQJaJ#h\h0J6CJOJQJaJhGsjhGsUh\h6CJOJQJaJhl h\hRf h\h/h\hj5B*CJOJPJQJ\aJph/h\hGw5B*CJOJPJQJ\aJph/h\h^5B*CJOJPJQJ\aJphcccBcRcTcqcccdddd!d]d^dxdzdde!e#ee*f6fGf_f`f~fffffֻo`To`TTo`To`Th(_ICJOJQJaJh\hRfCJOJQJaJh\hRf5CJOJQJaJh\hv4M6CJOJQJaJ h\hv4M0JCJOJQJaJhGsjhGsUh\hv4MCJOJQJaJhjaCJOJQJaJh\h]CJOJQJaJh\h^1SCJOJQJaJh\h!CJOJQJaJh!CJOJQJaJ fgggh h h hhOhPhhhhhhhhhhi+i1i4iKi\idi־֯ufuuWHhU*hU*CJOJQJaJhU*hECJOJQJaJhU*h(_ICJOJQJaJh 'CJOJQJaJhU*h CJOJQJaJhU*h^1SCJOJQJaJhU*h^1S5CJOJQJaJhU*hmCJOJQJaJh,CJOJQJaJhf2bCJOJQJaJh(_ICJOJQJaJh\hmCJOJQJaJh\h(_ICJOJQJaJdieiiiiiiiiiiij j jjjjjj=jBj^jrjvjjjjjjEkǸǸzk_kkkS_ShCJOJQJaJhz>CJOJQJaJh\h^1SCJOJQJaJh\h^1S5CJOJQJaJhU*h^1SCJOJQJaJ hU*hU*0JCJOJQJaJhU*0JCJOJQJaJhU*hlCJOJQJaJhU*CJOJQJaJhU*hU*CJOJQJaJ hU*hE0JCJOJQJaJhGsjhGsUEkbkhkkkkkkkkk4l5lDlKlMlllllnn\n]nǷqbVGVb?;?hGsjhGsUh 'h 'CJOJQJaJh 'CJOJQJaJh\hv4MCJOJQJaJh\h/CJOJQJaJh\h/5CJOJQJaJ h\hv4Mh\hy6CJOJQJaJh\h_cl6CJOJQJaJh\hy5CJOJQJaJh\hRfCJOJQJaJh\h^1SCJOJQJaJhCJOJQJaJhhCJOJQJaJ]nfngnnnno oooJooooo pp4p@prrrrrrs1sstttȹح؏ȹح؈uuueXQ hlhmhl6CJOJQJaJh\h<6CJOJQJaJh\hmCJOJQJaJhl h\h/h\hWCJOJQJaJh\hDSCJOJQJaJhDSCJOJQJaJh\h/CJOJQJaJh\h/5CJOJQJaJh\hv4MCJOJQJaJjhGsU h\hv4M0JCJOJQJaJrrstItuu{^}c~  Ef>0Œčʍ=юճ<gdVgdpgdq'gdlgdmgd|!tt$t,tHtIt uuuuuuuuv(v6xsxxxyyyzzzzzz {i{q{s{{{{˻}n}}}n}n}}}_}}}hlhlCJOJQJaJhlhjCJOJQJaJhlhpCJOJQJaJhlh^CJOJQJaJhlh^6CJOJQJaJhlhp6CJOJQJaJhlhl6CJOJQJaJhDShl6CJOJQJaJhcGhcG6CJOJQJaJ hlh^ hlhp hlhl"{{0|9|;|C|N|V|q|y|||||}}%}-}9}A}]}^}f}}}}}~~~~  A巢xxohYh\h^CJOJQJaJ hrhVShcGhcGPJ(hlhj5B*CJOJQJaJph(hlhp5B*CJOJQJaJph(hlh^5B*CJOJQJaJphhlhp5CJOJQJaJhlh^CJOJQJaJhlhjCJOJQJaJhlhpCJOJQJaJhq'CJOJQJaJ"ADEU_=FP|}́Ձ.ef<=>FzֻǝǎևscscTTh\hVSCJOJQJaJhGchVS6CJOJQJaJhGchGc6CJOJQJaJh{ hGchVSh\hq=CJOJQJaJh\hLCJOJQJaJh\h/mCJOJQJaJh/mCJOJQJaJh\hjCJOJQJaJh\h^CJOJQJaJh\h<CJOJQJaJhrCJOJQJaJ 8A}Յ݅׆߆ S[5=܈ %-@HQY^f&Ȋ/0/7MUW_-5hGcCJOJQJaJhcGhcG6CJOJQJaJhOCJOJQJaJh\hjCJOJQJaJh\hVSCJOJQJaJh\h^CJOJQJaJC5s{ȍ=JKMUx>FTX`yJRɑʑˑӑJRpxǷǷǷǷǷǰh\hjCJOJQJaJhGchVSCJOJQJaJh{CJOJQJaJ hVhVShGch^6CJOJQJaJhGchVS6CJOJQJaJh{ hGchVSh\h^CJOJQJaJh\hVSCJOJQJaJ4MTˑOP??_ŚIWU]}mө_a\regdVgdVS(v~}Ǜ-6CKT]Ν֝PYIQ4=ER2: ƺƺhRJCJOJQJaJ"hcGhcG6>*CJOJQJaJh\h^CJOJQJaJh\CJOJQJaJh CJOJQJaJhcGhcG6CJOJQJaJh\hVSCJOJQJaJh\hjCJOJQJaJ6 OWvVW_qyԥݥ<Et|ŧͧAIR[]z{}~)1PXlmִֻֻֻֻֻֻֻֻh7h^6CJOJQJaJh7hVS6CJOJQJaJh7h76CJOJQJaJh{ h7hVSh\h^CJOJQJaJhRJCJOJQJaJh\hVSCJOJQJaJh\hjCJOJQJaJh7CJOJQJaJ2mҩөשߩ_qz| now`ϿϿϰwplp\h'h'6CJOJQJaJh{ h7hVSh\h/mCJOJQJaJh/mCJOJQJaJh\h^CJOJQJaJh\hjCJOJQJaJh\hVSCJOJQJaJh7h^6CJOJQJaJh7hVS6CJOJQJaJh hVS6CJOJQJaJhcGhcG6CJOJQJaJ`ai˭ԭ֭ޭRZQZ\pqrz*2˰ӰZceٲBK³ǴȴѻѻѻhZIhVS6CJOJQJaJh'h'6CJOJQJaJh{ h7hVSh\hjCJOJQJaJh\hVSCJOJQJaJh\h^CJOJQJaJh'hVS6CJOJQJaJ;eȴ4<ݹպ4I(gdVgdVgd{gdgdVSgdV FO234W_px$,F_2:@H_gҹ۹ݹ$,?Gjr ,4 124<OW h7h^h CJOJQJaJh\h^CJOJQJaJh\hjCJOJQJaJh{ h7hVSh\hVSCJOJQJaJGCK~5=JRPXϻvoha hh hh< h{hhcGhcGPJ *h\h{CJOJQJaJh.h{6CJOJQJaJh\h{CJOJQJaJh{6CJOJQJaJh\h{6CJOJQJaJh{ h\h{hCJOJQJaJh\hVSCJOJQJaJh\h^CJOJQJaJ"$,-6<=$ Hܦܸyii\ܦhVCJOJQJ\aJhh^CJOJQJ\aJh6_CJOJQJ\aJhhjCJOJQJ\aJhh<CJOJQJ\aJ"hhj6CJOJQJ\aJ"hh6CJOJQJ\aJ"hh^6CJOJQJ\aJ"hh<6CJOJQJ\aJ"hh4Ss6CJOJQJ\aJHI'(vw9:gh{123;@HOWwv~Ƿ⚋|h\hjCJOJQJaJh@h<CJOJQJaJh'h'6CJOJQJaJhV6CJOJQJaJh4Ssh<6CJOJQJaJhVCJOJQJaJh\h^CJOJQJaJh\h<CJOJQJaJhV6CJOJQJ\aJ/(w:h3-rc!0U2gdVgd<gdVgdq'gdV!:C~,-CDFhqĵĵĩĝ}ĵkd]dC2h4Ssh\56B*CJOJPJQJ\aJph hVh{ hVh<"h\h<5CJOJQJ\aJhq'h{5CJOJQJaJhq'h<5CJOJQJaJhq'CJOJQJaJhVCJOJQJaJh\hjCJOJQJaJh\h<CJOJQJaJh{CJOJQJaJhVh{5CJOJQJaJhVh<5CJOJQJaJ<=GQq 0?R̲̲w_wEw2h\h<56B*CJOJPJQJ\aJph/h\h^5B*CJOJPJQJ\aJph/h\h<5B*CJOJPJQJ\aJphh4Ssh<PJ2h4Ssh^56B*CJOJPJQJ\aJph2h4Ssh\56B*CJOJPJQJ\aJph2h4Ssh4Ss56B*CJOJPJQJ\aJph2h4Ssh<56B*CJOJPJQJ\aJphR[DLQY!'/PQ`i~Xex.BQ_ϷϷϷϷϷϮϷϙhϷϷϷϙϷϷ,h}456B*CJOJPJQJ\aJph2hcGhcG56B*CJOJPJQJ\aJph)h}45B*CJOJPJQJ\aJphh4Ssh<PJ/h\h^5B*CJOJPJQJ\aJph/h\h<5B*CJOJPJQJ\aJph/h\hj5B*CJOJPJQJ\aJph(_lLTem3@ap>ζζζζζζίٴܳٴܳ2\56B*䴳ʴϴa2\<56B*CJOJPJQJ\aJph2h\h\56B*CJOJPJQJ\aJph hVh{ hVh</h\h^5B*CJOJPJQJ\aJph/h\h<5B*CJOJPJQJ\aJph2hcGhcG56B*CJOJPJQJ\aJph>2.̲̚jPPG\<PJ2hcGhcG56B*CJOJPJQJ\aJph/h\hj5B*CJOJPJQJ\aJph/h\h^5B*CJOJPJQJ\aJph/h\h<5B*CJOJPJQJ\aJph2h\h\56B*CJOJPJQJ\aJph2h\h<56B*CJOJPJQJ\aJph2h\hj56B*CJOJPJQJ\aJph.02QY^f#5=`akgors{|Z[٩ٔjjR/h\hm5B*CJOJPJQJ\aJph)h8LU5B*CJOJPJQJ\aJph)h\5B*CJOJPJQJ\aJph)h 5B*CJOJPJQJ\aJph/h\hj5B*CJOJPJQJ\aJph/h\h^5B*CJOJPJQJ\aJph/h\h<5B*CJOJPJQJ\aJphh\h<PJ h{PJ2~[,:l~I"#fgpqr{ $Ifgd^ gd^^gd\gdVgdVgd<[op!*,89: )BKik,5I!"̧̽}h^6CJaJh\hj6CJaJh\h^6CJaJh\6CJaJh\h^CJaJh\hjCJaJh\h<CJaJh{ h\h< h{h<hcGhcG>*hcGhcGjhcGhGsU hcGhcG."#(1fgoqrz{|23ABCͽͽwgggW *h\h<CJOJQJaJh}h<CJH*OJQJaJh}h^6CJOJQJaJh}h<6CJOJQJaJh}hcG6CJOJQJaJ h}h<h}h<CJOJQJaJh}h<5CJOJQJaJh}h^5CJOJQJaJh\hjCJaJh\h<CJaJhVhV6CJaJ{|0bkdU$$IflF:$    44 layt^ $Ifgd^bkd$$IflF:$    44 layt^dkd$$IflF:$    44 layt^ $Ifgd^.dkdt$$IflF:$    44 layt^ $Ifgd^bkd$$IflF:$      44 layt^239:Adkd$$IflF:$        44 layt^ $Ifgd^ABCDFGIJLMOPlmn""$a$ dgdITgd?mgdv4MbkdB$$IflF:$    44 layt^CDEGHJKMNPQhijkmnop¾h-Ah6_jhGsU*hvtmHnHuhGsjhGsUh jh Uh\hCJOJQJaJnopgd?m21h:ps/ =!"#$% S$$If!vh#v#v#v:V l555yt^S$$If!vh#v#v#v:V l555yt^W$$If!vh#v#v#v:V l555yt^o$$If!vh#v#v#v:V l555/  /  yt^W$$If!vh#v#v#v:V l555yt^s$$If!vh#v#v#v:V l555/  /  yt^S$$If!vh#v#v#v:V l555yt^ 's666666666vvvvvvvvv666666>6666666666666666666666666666666666666666666666666hH6666666666666666666666666666666666666666666666666666666666666666662 0@P`p2( 0@P`p 0@P`p 0@P`p 0@P`p 0@P`p 0@P`p8XV~ 0@ 0@ 0@ 0@ 0@ 0@ 0@ 0@ 0@ 0@ 0@ 0@ 0@ 0@ OJPJQJ_HmH nH sH tH J`J sNormal dCJ_HaJmH sH tH h@h ?m Heading 1$$@&'5B*CJOJPJQJ\^JaJph6_h@h ?m Heading 2$$@&'5B*CJOJPJQJ\^JaJphO`@` ?m Heading 3$$@&5B*OJPJQJ\^JphOf@f &V Heading 4$$@&%56B*OJPJQJ\]^JphODA D Default Paragraph FontRi@R 0 Table Normal4 l4a (k ( 0No List \\ ?mHeading 1 Char'5B*CJOJPJQJ\^JaJph6_\\ ?mHeading 2 Char'5B*CJOJPJQJ\^JaJphOTT ?mHeading 3 Char5B*OJPJQJ\^JphO6U@!6 F0 Hyperlink >*B*phFV1F H0FollowedHyperlink >*B*ph@B@ e List Paragraph ^m$RRR ]0 Balloon Text dCJOJQJ^JaJNaN ]0Balloon Text CharCJOJQJ^JaJB'qB ]0Comment ReferenceCJaJBB ]0 Comment TextdCJaJBB ]0Comment Text CharCJaJ@j@ ]0Comment Subject5\NN ]0Comment Subject Char5CJ\aJNON (RecitalsdPxOJPJQJ^JaJhoh ,Heading 1 paraxx^ CJOJPJQJ_HmH sH tH  , ExplanationQdxxM NOPQ]Z^ 5B* OJPJQJ^JaJph`` , Section Hdg$d5CJOJPJQJ^JaJPOP < Normal-Left dxOJPJQJ^JaJ@@ < Instructions! 6B*ph>@"> #IT0Header"dH$.1. "IT0 Header Char> B> %IT0Footer$dH$.Q. $IT0 Footer CharZaZ VHeading 4 Char%56B*OJPJQJ\]^JphOPK![Content_Types].xmlN0EH-J@%ǎǢ|ș$زULTB l,3;rØJB+$G]7O٭Vc:E3v@P~Ds |w< p%v *****-r e!$'18 BDGJLPsVZ[^cfdiEk]nt{A5m`HR_>.["Cpy{|}~F6O[rMe(2{Anpz"2}P\0?'htGWu$,?YYYYYY[\\daaaaa bf\fffpXXXXXXXXXXXXXXXX $&-!L# @0(  B S  ?) _Toc301342915 _Toc301343031 _Toc322747630 _Toc333405217 _Toc334403377 _Toc334403508 _Toc335098928 _Toc333405220 _Toc334403379 _Toc334403510 _Toc520723607 _Toc335098929 _Toc520723608 _Toc333405221 _Toc334403380 _Toc334403511 _Toc335098930 _Toc520723609 _Toc333405222 _Toc334403381 _Toc334403512 _Toc335098931 _Hlt489794555 _Hlt489794581 _Toc333405223 _Toc334403382 _Toc334403513 _Toc335098932 _Toc520723611 _Hlt505946459 _Toc333405254 _Toc334403414 _Toc334403545 _Toc335098965 _Toc520723613 _Hlt505946562 _Toc333405255 _Toc334403415 _Toc334403546 _Toc335098966 _Toc520723614+)I)+---------~1~1~1~1~1~1~1,,,,,q   !"#$%&'(G)G)G)G)G)G)G)H)+++++-----~1~1~1~1~1~11111188888q%%JJY'Yctdt$%-0DFGIJLMOPknqoudfEI [k%0X]nw -"8"""$F'x(((())C*H***,,-1-@-V-5.C../0011L6W67999::;;<<k=v=>>B?I?@@BBDDGGKKKKRLbLLLMM!O7O0Q?QmQoQRRTVWWdXoX[\]E^^`a*abcccefh jopprHses_ww>|~%ʅЅԉ‹Nj<=*Œ s%,ߥŬ\nPc߮:-9ݸ!25@!Rp}\m(0V`~b!/2}~*9-DFGIJLMOPnq333333333333333333333333333333333333333333333333333333333333333333333333333333333333333333333333333333333333333333333333333xCDDGGPkqhSxY ^`OJQJo(^`OJQJ^Jo(o p^p`OJQJo( @ ^@ `OJQJo(^`OJQJ^Jo(o ^`OJQJo( ^`OJQJo(^`OJQJ^Jo(o P^P`OJQJo(hS         +Exnja aP y>rT1}!|! ""I%!L&$'q'k(U*U*"-91}46#8Z::;<i?-A[AB CwDFtmF(_IMv4M^1SDSySIT8LUBjU1X2Z*\e\f2b;7bbbRf|il_clRm/m4SsvtGwgZwnwO&x{}DPRn.H "z>)4d9-}+,/%Ֆl/\7&4<}%s'Gc6_cG&VS@L?@ABCDEFGHIJKLMNOPQRSTUVWXYZ[\]^_`abcdefghijklmnopqrstuvwxyz{|}~Root Entry F1Data 1Table:WordDocument4vSummaryInformation(DocumentSummaryInformation8CompObjr  F Microsoft Word 97-2003 Document MSWordDocWord.Document.89q