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Health Alert Network_Memorandum of Understanding AgreementMasterpiece on the Mississippi TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Health Alert Network (HAN) MOU Agreement DATE: August 31, 2011 Dubuque kretil AN-Aimaicacity 1 r 2007 Public Health Specialist Mary Rose Corrigan is recommending approval of a Memorandum of Understanding and associated documents for continued use of the Health Alert Network portal system with the Iowa Department of Public Health. I concur with the recommendation and respectfully request Mayor and City Council approval. Michael C. Van Milligen MCVM:jh Attachment cc: Barry Lindahl, City Attorney Cindy Steinhauser, Assistant City Manager Mary Rose Corrigan, RN, Public Health Specialist Masterpiece on the Mississippi TO: Michael C. Van Mi ty'M ger FROM: Mary Rose Corrigan, RN, Public Health Specialist SUBJECT: Health Alert Network (HAN) MOU Agreement DATE: August 19, 2011 Dubuque Al-America City 2007 INTRODUCTION This memorandum submits for City Council information and approval a Memorandum of Understanding (MOU) and associated documents for continued use of the Health Alert Network (HAN) portal system with the Iowa Department of Public Health. BACKGROUND The HAN is a total communications package managed by the IDPH. It includes an internet portal, radio communications and redundant communication systems. The HAN links Iowa's emergency response community and State government officials through a centralized information - sharing and emergency notification system. The HAN is managed by the IDPH through the Center for Disaster Operations and Response (CDOR). The internet portal is a secure, web -based communication system allowing users to issue alerts, share documents, post announcements and news items, and collaborate. Iowa's HAN was rolled out to users the summer of 2004, when the City began utilizing it. Today there are over 1700 users on the system. The HAN is a secure information system which is password protected utilizing telephone, internet and radio communications. The HAN is not a public warning system. The City's current agreement ended August 31, 2011. DISCUSSION The attached contract allows for the City of Dubuque Health Services Department to continue to have one user to the HAN system free -of- charge. An additional Health Services Department staff member has use of the HAN through the Dubuque County contract. Other public health partners in Dubuque County also utilize the HAN under separate contract. RECOMMENDATION It is recommended the City sign the attached Memorandum of Understanding authorizing user access to the HAN and its features as described in the MOU at no cost to the City. CITY COUNCIL ACTION Authorize the City Manager to sign the attached agreement with the Iowa Department of Public Health for the Health Alert Network MOU. MRC/cj Iowa Department of Public Health 321 E. 12th Street • Des Moines, IA 50319 -0075 515 -281 -7689 www.idph.state.ia.us MEMORANDUM OF UNDERSTANDING MOU- 2011- HAN0851 BETWEEN THE IOWA DEPARTMENT OF PUBLIC HEALTH AND THE City of Dubuque SECTION 1. IDENTIFICATION OF THE PARTIES. The Iowa Department of Public Health ( "IDPH" or "DEPARTMENT ") is a state agency authorized to enter into this agreement. IDPH' S address is Lucas State Office Building, 321 East Twelve Street, Des Moines, Iowa 50319 -0075. The City of Dubuque — Health Department "AUTHORIZED USER" or "AUTHORIZED AGENCY ") is a City Health organized under the laws of the state of Iowa. AUTHORIZED AGENCY'S address is 1300 Main Street, Dubuque, IA 52001. SECTION 2. PURPOSE. It is the mutual desire of the DEPARTMENT and the AUTHORIZED AGENCY to collaborate on Health Alert Network (HAN) initiatives. The HAN is a Web -based information and communication system which allows the DEPARTMENT, local health departments, hospitals and other authorized users to distribute and receive alerts, educational and informational announcements, and other important public health and safety news. The DEPARTMENT has the legal authority to enter into this agreement pursuant to Iowa Code sections 135.11(3) and 135.141 which authorize the DEPARTMENT to issue health alerts, distribute educational and informational announcements and public health and safety news, and to otherwise coordinate with other state, local, and private agencies and organizations regarding emergency preparedness matters. The DEPARTMENT has contracted with Intermedix Corporation, EMSystems division (f/k/a Global Secure Systems Corp. f/k/a/ Virtual Alert Inc) to obtain certain rights to use the EMSystems Response Manager (f/k/a Bioterrorism Readiness Suite and referred to herein as the "Software "), a proprietary software product owned and licensed by Intermedix Corporation, for the purpose of establishing and maintaining the HAN. The DEPARTMENT and Intermedix Corporation have entered into the following contracts: Software License Agreement dated as of May 29, 2003 and Supplemental Amendment to Software License Agreement effective as of March 1, 2006 (together referred to herein Promoting and protecting the health of Iowans. as "License Agreement ") and the Amended and Restated Software Maintenance Agreement effective as of March 1, 2006 (referred to herein as "Maintenance Agreement "). The primary reason for this MOU is to grant certain limited rights to the AUTHORIZED AGENCY with respect to use of the Software and to provide the terms and conditions which shall govern the AUTHORIZED AGENCY'S use of the Software and the HAN. This Agreement shall also outline the terms under which the DEPARTMENT shall add AUTHORIZED USERS to the HAN and the terms under which the AUTHORIZED AGENCY shall reimburse the DEPARTMENT for certain costs incurred by the DEPARTMENT that are associated with the use of the HAN. SECTION 3. DURATION OF AGREEMENT. The initial term of this Agreement is for five years, effective as of September 1, 2011 to August 31, 2016, unless terminated earlier in accordance with the terms of this Agreement. After expiration of the initial term, the DEPARTMENT may elect to renew this Agreement for additional periods upon such terms and conditions as may be acceptable to the DEPARTMENT. SECTION 4. CONTRACT ADMINISTRATORS. Ken Sharp, Division Director has been designated by the DEPARTMENT to act as its contract administrator for this Agreement. The DEPARTMENT'S contract administrator must approve any changes in the terms, conditions, or amounts specified in this Agreement. Contact information: Name Ken Sharp, Division Director Business Name Iowa Department of Public Health Street Address Lucas State Office Building, 321 East Twelve Street City, State, Zip Des Moines, IA 50319 -0075 Telephone Number (515) 281 -5099 E -mail address Ken.sharp @idph.iowa.gov Mary Rose Corrigan has been designated by the AUTHORIZED AGENCY to act as its contract administrator for this Agreement. This individual is responsible for financial and administrative matters of this Agreement. Contact information: Name Mary Rose Corrigan Business Name City of Dubuque — Health Department Street Address 1300 Main Street City, State, Zip Dubuque, IA 52001 Telephone Number 563 -589 -4184 E -mail address mcorriga @cityofdubuque.org SECTION 5. DUTIES OF THE DEPARTMENT. The DEPARTMENT agrees: A. To purchase from Intermedix Corporation under the License Agreement user licenses for the Software on behalf of AUTHORIZED AGENCY. User licenses requested by AUTHORIZED AGENCY shall be purchased by the DEPARTMENT on a periodic basis and shall be referred to as "Additional User Licenses ", as identified in Attachment A. AUTHORIZED AGENCY shall reimburse the DEPARTMENT for all costs incurred by the DEPARTMENT to procure Additional User Licenses. Costs for the Additional User Licenses shall be based on the contractual costs set forth in the License Agreement, as amended from time to time. The DEPARTMENT will notify AUTHORIZED AGENCY of contractual cost changes prior to their effective date. B. To purchase Software maintenance from Intermedix Corporation under the Maintenance Agreement for Core User Licenses and Additional User Licenses on behalf of AUTHORIZED AGENCY on a quarterly basis. AUTHORIZED AGENCY shall reimburse the DEPARTMENT for all costs incurred by the DEPARTMENT to procure such Software maintenance for Additional User Licenses. Costs for the Software maintenance shall be based on the contractual costs set forth in the Maintenance Agreement, as amended from time to time. The DEPARTMENT will notify AUTHORIZED AGENCY of contractual cost changes prior to their effective date. Under the Maintenance Agreement, only two maintenance representatives designated by the DEPARTMENT may contact Intermedix Corporation to receive maintenance and support services. AUTHORIZED AGENCY does not have any rights under the Maintenance Agreement to contact Intermedix Corporation directly to report problems with the Software or obtain assistance. AUTHORIZED AGENCY may contact the DEPARTMENT'S HAN Help Desk (515/281 -0914) to report problems with the Software and the DEPARTMENT shall contact Intermedix Corporation and coordinate with both parties to resolve the problem. C. To purchase Software maintenance from Intermedix Corporation under the Maintenance Agreement for user licenses provided to AUTHORIZED AGENCY by the DEPARTMENT, referred to as "Core User Licenses ", identified in Attachment A. D. To purchase Trend Micro software maintenance for Core User Licenses and Additional User Licenses on behalf of AUTHORIZED AGENCY. AUTHORIZED AGENCY shall reimburse the DEPARTMENT for all costs incurred by the DEPARTMENT to procure such software maintenance for Additional User Licenses. Costs for the software maintenance shall be based on the contractual costs with Trend Micro set forth in the DEPARTMENT'S contract with ASAP Software or other authorized state contract, as amended from time to time. The DEPARTMENT will notify AUTHORIZED AGENCY of contractual cost changes prior to their effective date. E. To submit quarterly invoices to AUTHORIZED AGENCY for all costs associated with purchasing Additional User Licenses, software maintenance and support, and other costs associated with AUTHORIZED AGENCY'S use of the HAN and the Software, and to submit quarterly invoices to AUTHORIZED AGENCY for any long distance charges resulting from AUTHORIZED AGENCY'S use of the HAN within 30 days of the DEPARTMENT'S receipt of the phone bill from the Iowa Communications Network (ICN) or any successor provider of long distance service. F. The DEPARTMENT shall have the sole authority and responsibility to add and manage all AUTHORIZED AGENCY'S Core User Licenses and Additional User Licenses, unless otherwise designated by the DEPARTMENT. G. That it may provide AUTHORIZED AGENCY, upon termination or expiration of this Agreement, a new agreement that will include sustainability fees based on contractual and maintenance costs. SECTION 6. GRANT OF LICENSE RIGHTS, DISCLAIMER OF WARRANTIES A. Pursuant to section 2 .1 .2 of the License Agreement, the DEPARTMENT hereby grants to AUTHORIZED USER a nonexclusive, nontransferable, nonassignable and limited right and license to use, install, host, access, execute, perform, and display the Software solely in connection with AUTHORIZED USER'S authorized use of the HAN, subject to all of the terms, conditions and restrictions contained in the License Agreement and this Agreement. The AUTHORIZED USER may not use the Software in any manner or for any purpose other than as expressly set forth herein, and AUTHORIZED USER may not distribute the Software to any person or entity without the DEPARTMENT'S prior written consent. The rights hereby granted may not be assigned, transferred or sublicensed by the AUTHORIZED USER, but shall only extend to the AUTHORIZED USER. The rights hereby granted shall terminate upon: (1) expiration or termination of this Agreement, or (2) termination of the License Agreement. AUTHORIZED USER shall not have any right, title, or interest in or to the Software except for the limited rights granted under this Agreement. B. THE SOFTWARE, SOFTWARE MAINTENANCE AND OTHER SERVICES DESCRIBED HEREIN ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. THE DEPARTMENT HEREBY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. C. IN NO EVENT WILL THE DEPARTMENT BE LIABLE HEREUNDER FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF THE SOFTWARE, REGARDLESS OF THE THEORY OF LIABILITY OR FORM OF THE ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF THE DEPARTMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE DEPARTMENT'S LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID BY AUTHORIZED USER TO THE DEPARTMENT UNDER THIS AGREEMENT. SECTION 7. DUTIES OF THE AUTHORIZED AGENCY. The AUTHORIZED AGENCY agrees: A. To reimburse the DEPARTMENT for all costs and expenses incurred by the DEPARTMENT for purchasing Additional User Licenses for the Software on behalf of AUTHORIZED AGENCY. B. To reimburse the DEPARTMENT for all costs and expenses incurred by the DEPARTMENT for purchasing Trend Micro software maintenance for Additional User Licenses on behalf of AUTHORIZED AGENCY. C. To reimburse the DEPARTMENT for all costs and expenses incurred by the DEPARTMENT for purchasing Intermedix Corporation software maintenance for Additional User Licenses on behalf of AUTHORIZED AGENCY. D. To reimburse the DEPARTMENT for all long distance charges resulting from the AUTHORIZED AGENCY'S use of the HAN. E. To submit payments to the DEPARTMENT for the use of the HAN and for all reimbursements of the DEPARTMENT'S costs as provided herein within 60 days of AUTHORIZED AGENCY'S receipt of the DEPARTMENT'S invoices. If the AUTHORIZED AGENCY fails to pay or reimburse the DEPARTMENT within such 60 -day period, the DEPARTMENT may terminate this Agreement and the license rights granted hereby or may terminate the AUTHORIZED AGENCY'S right to obtain Additional User Licenses for the Software. If the AUTHORIZED AGENCY wishes to add Additional User Licenses at a later date, the AUTHORIZED AGENCY shall repay all costs associated with adding Additional User Licenses. F. To comply with all of the terms, conditions and restrictions of the License Agreement and this Agreement. The AUTHORIZED AGENCY hereby acknowledges that it has read and understands the terms, conditions and restrictions of the License Agreement, as described in Attachment B. G. To comply with the terms and conditions of the Maintenance Agreement. The AUTHORIZED AGENCY hereby acknowledges that it has read and understands the terms and conditions of the Maintenance Agreement, as described in Attachment C. H. To abide by the HAN Resource Manual as contained in Attachment D. I. To purchase any computers or computer equipment necessary to use the Software and the HAN and to install all software and other components associated with AUTHORIZED AGENCY'S use of the Software and the HAN. The AUTHORIZED AGENCY'S duties and obligations set forth in Sections 7.A. — 7.I. above shall survive termination or expiration of this Agreement. SECTION 8. INDEMNIFICATION A. AUTHORIZED AGENCY agrees to defend, protect, indemnify and hold harmless the State of Iowa and the IDPH, and their officers, employees, board members, representatives, officials, agents and volunteers from and against any and all claims, costs, expenses, losses, claims, damages, liabilities, settlements and judgments, including, without limitation, the reasonable value of the time spent by the Attorney General's Office, and the costs and expenses and reasonable attorney's fees of other counsel required to defend the State of Iowa or the IDPH, related to or arising from: 1 Any violation or breach of any term or condition of this Agreement or any violation or breach by AUTHORIZED AGENCY of any term or condition of the License Agreement, the Maintenance Agreement, or the HAN Resource Manual; 2 Any negligent, intentional or wrongful act or omission of AUTHORIZED AGENCY or any agent or subcontractor utilized or employed by AUTHORIZED AGENCY; 3 AUTHORIZED AGENCY'S performance or attempted performance of this Agreement, including through any agent or subcontractor utilized or employed by AUTHORIZED AGENCY; 4 Any failure by AUTHORIZED AGENCY to comply with the compliance with the Law provision of this Agreement (Section 9.B.); 5 Any infringement or misappropriation of any copyright, trademark, patent, trade dress, trade secret or other intellectual property right; or 6 Any failure by AUTHORIZED AGENCY to adhere to any confidentiality provisions of the License Agreement, the Maintenance Agreement, the HAN Resource Manual or this Agreement. B. Survives Termination. The indemnification obligations of AUTHORIZED AGENCY shall survive termination or expiration of this Agreement. SECTION 9. TERMINATION. A. The DEPARTMENT may terminate this Agreement, without penalty, by providing at least thirty (30) days written notice to the AUTHORIZED AGENCY. B. The DEPARTMENT may terminate this Agreement immediately and without penalty if it determines that the AUTHORIZED AGENCY has violated any of the terms or conditions of this Agreement, the License Agreement, the Maintenance Agreement, or the HAN Resource Manual. C. The AUTHORIZED AGENCY may terminate this Agreement by providing at least sixty (60) days written notice to the DEPARTMENT and upon payment to the DEPARTMENT of any unpaid amounts due in respect of this Agreement. D. Upon termination or expiration of this Agreement by either party, AUTHORIZED AGENCY shall return all copies of the Software and all related documentation in its possession to the DEPARTMENT. E. The DEPARTMENT shall have the right to terminate this Agreement without penalty by providing at least ten (10) days written notice to the AUTHORIZED AGENCY if the DEPARTMENT determines that any of the following conditions exist: adequate funds are not appropriated or legally available to allow the DEPARTMENT to fulfill its obligations under this Agreement; adequate funds are de- appropriated or not allocated or available or if funds needed by the DEPARTMENT, at the DEPARTMENT'S sole discretion, are insufficient for any reason; the DEPARTMENT'S authorization to operate is withdrawn or there is a material alteration in the programs administered by the DEPARTMENT; or the DEPARTMENT'S duties are substantially modified. SECTION 10. ADMINISTRATION A. Compliance with the Law. The AUTHORIZED AGENCY, its officers, employees, agents, and subcontractors shall comply with all applicable federal, state, and local laws, rules, ordinances, regulations and orders when performing under this Agreement, including without limitation, all laws applicable to the prevention of discrimination in employment and the use of targeted small businesses as subcontractors or suppliers. B. Amendments. This Agreement may be amended in writing from time to time by mutual consent of the parties. All amendments to this Agreement must be in writing and fully executed by the parties. C. Third Party Beneficiaries. There are no third party beneficiaries to this Agreement. This Agreement is intended only to benefit the State, the IDPH and the AUTHORIZED AGENCY. D. Choice of Law and Forum. The laws of the State of Iowa shall govern and determine all matters arising out of or in connection with this Agreement without regard to the choice of law provisions of Iowa law. In the event any proceeding of a quasi-judicial or judicial nature is commenced in connection with this Agreement, the exclusive jurisdiction for the proceeding shall be brought in Polk County District Court for the State of Iowa, Des Moines, Iowa. This provision shall not be construed as waiving any immunity to suit or liability including without limitation sovereign immunity in State or Federal court, which may be available to the IDPH or the State of Iowa. E. Assignment and Delegation. This Agreement may not be assigned, transferred or conveyed in whole or in part by AUTHORIZED AGENCY without the prior written consent of the DEPARTMENT. For the purpose of construing this clause, a transfer of a controlling interest in the AUTHORIZED AGENCY shall be considered an assignment. F. Integration. This Agreement represents the entire agreement between the parties. The parties shall not rely on any representation that may have been made which is not included in this Agreement. G. Headings or Captions. The paragraph headings or captions used in this Agreement are for identification purposes only and do not limit or construe the contents of the paragraphs. H. Not a Joint Venture. Nothing in this Agreement shall be construed as creating or constituting the relationship of a partnership, joint venture, (or other association of any kind or agent and principal relationship) between the parties hereto. Each party shall be deemed to be an independent contractor contracting for services and acting toward the mutual benefits expected to be derived herefrom. No party, unless otherwise specifically provided for herein, has the authority to enter into any agreement or create an obligation or liability on behalf of, in the name of, or binding upon another party to this Agreement. I. Joint and Several Liability. If the AUTHORIZED AGENCY is a joint entity, consisting of more than one individual, partnership, corporation or other business organization, all such entities shall be jointly and severally liable for carrying out the activities and obligations of this Agreement, and for any default of such activities and obligations. J. Supersedes Former Agreements or Agreements. This Agreement supersedes all prior agreements between the IDPH and the AUTHORIZED AGENCY with respect to the subject matter of this Agreement. K. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other part or provision of this Agreement. L. Authorization. The AUTHORIZED AGENCY represents and warrants to the DEPARTMENT that: 1 It has the right, power and authority to enter into and perform its obligations under this Agreement. 2 It has taken all requisite action (corporate, statutory or otherwise) to approve execution, delivery and performance of this Agreement, and this Agreement constitutes a legal, valid and binding obligation upon itself in accordance with its terms. M. Successors in Interest. All the terms, provisions, and conditions of the Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives. N. Award of Related Agreements. IDPH may undertake or award supplemental or successor agreements for work related to this Agreement, or with respect to the Software. The AUTHORIZED AGENCY shall cooperate fully with other contractors, consultants and other persons who may be engaged by IDPH in connection with this Agreement, or with respect to the Software. AUTHORIZED AGENCY will ensure that its subcontractors will abide by this provision. O. Sovereign Immunity. IDPH does not waive sovereign immunity by entering into this Agreement and specifically retains immunity and all defenses available to it under Iowa law, including, without limitation, Iowa Code Chapter 669 and the Constitution of the State of Iowa. P. Non - Exclusive Rights. This Agreement and the rights granted hereby are not exclusive. The DEPARTMENT reserves the right to grant rights identical or similar to those granted hereby to third parties at anytime. Q. Any use of the DEPARTMENT'S name, logo, or other identifier, including but not limited to the "HAN logo" and the "HAN name" must have prior written approval from the DEPARTMENT. R. Sections 6(C) and 8 of this agreement shall have no force or effect if the AUTHORIZED AGENCY is an Iowa state agency or an Iowa regent institution. IN WITNESS WHEREOF, in consideration of the mutual covenants set forth above and for other good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, the parties have entered into the above Agreement and have caused their duly authorized representatives to execute this Agreement. AUTHORIZED AGENCY, BY DATE Michael C. Van Milligen, City Manager IOWA DEPARTMENT OF PUBLIC HEALTH BY Ken Sharp Division Director Iowa Department of Public Health DATE: Iowa Department of Public Health Division of Acute Disease Prevention & Emergency Response Attachment A Dubuque City / Health Department Core User Licenses Core users are those users who hold a license for the HAN system which was purchased by the Iowa Department of Public Health using the Centers for Disease Control and Prevention (CDC) Public Health Emergency Preparedness Grant or the Health Resources Services Administration (HRSA) National Bioterrorism Hospital Preparedness Program Grant. These licenses will be maintained as part of the core licenses as long as sufficient federal funding is available. Core Administrator level user licenses: 0 Core Collaborator level user licenses: 1 Core Alert level user licenses: 0 Additional User Licenses Additional users are those users who hold a license for the HAN system which were purchased through IDPH by an AUTHORIZED AGENCY. These licenses are to be maintained by the purchasing AUTHORIZED AGENCY. Additional Administrator level user licenses: 0 Additional Collaborator level user licenses: 0 Additional Alert level user licenses: 0 August 19, 2011 Health Alert Network (HAN) Page 1 of 1 Iowa Department of Public Health Division of Acute Disease Prevention & Emergency Response Attachment B License Agreement The License Agreement is comprised of two contracts, entered into by the DEPARTMENT and Intermedix Corporation. These two contracts are the Software License Agreement dated as of May 29, 2003 and the Supplemental Amendment to Software License Agreement effective as of March 1, 2006 (together referred to herein as "License Agreement ") and annual renewal letters of the Agreements. August 19, 2011 Health Alert Network (HAN) Page 1 of 1 Iowa Department of Public Health Division of Acute Disease Prevention & Emergency Response Attachment C Maintenance Agreement The Maintenance Agreement is the Amended and Restated Software Maintenance Agreement effective as of March 1, 2006 (referred to herein as "Maintenance Agreement"). : Software License Agreement dated as of May 29, 2003 and Supplemental Amendment to Software License Agreement effective as of March 1, 2006 (together referred to herein as "License Agreement ") and the Amended and Restated Software Maintenance Agreement effective as of March 1, 2006 (referred to herein as "Maintenance Agreement ") and annual renewal letters of the Agreements. 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