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HomeMy WebLinkAbout1D, Eureka Contract Payment Terms Discussion ~ ~HILLS MEMORANDUM DATE: May 18, 2009 Agenda Item 1.D TO: Mayor & City Council FROM: James Lehnhoff, Community Development Director SUBJECT: Eureka Contract Payment Terms Discussion Action Reauest Provide direction on continuing discussions with Eureka Recycling regarding the payment terms. Update At their March 30, 2009, meeting, the City Council provided staff with guidance to continue negotiating with Eureka regarding the disagreement in the payment terms of the contract. The memo from the March 30, 2009, meeting is attached to provide the background to this issue (Attachment A). The consensus of the Council was that the City does not agree with Eureka's interpretation of the processing costs in the payment terms portion of the contract. The negotiating guidelines from the Council directed staff to prepare a counterproposal that kept paper in the recycling mix and kept a portion of revenue share. The City has not paid the processing costs claimed by Eureka, though the City has continued to pay the base monthly cost. A counterproposal was sent to Eureka on April 6, 2009, that requested the removal of Section 25: Lack of Adequate Market Demand from the contract, reduced the City's revenue share to 25 percent from 50 percent, and specifically allowed Eureka to use surplus revenue from one recycling material to cover the processing costs of another material if overall processing costs exceeded overall revenue (e.g. revenue from aluminum could be used to cover the processing costs from paper). Section 25 is the portion of the contract that describes a process of removing a material from the recycling mix if it is no longer economically feasible to collect, process, and market. City of Arden Hills City Council Work Session for May 18, 2009 \\Metro-inet.us\ardenhills\Admin\Council\Agendas & Packet Information \2009\05-18-09 Worksession\Packet Information \051809 - CC Report- Eureka Contract Discussion.doc Page 10f3 Staff met with Eureka on May 4, 2009, where they recapped the downturn in the recycling market and restated their position on the processing costs. Eureka did not accept the City's counterproposal, and they withdrew the offer described in their March 23, 2009, letter. That previous proposal from Eureka had offered to remove the processing fees if the City gave up all rights to future revenue; however, the letter required the City to recognize that Eureka was entitled to the processing fees. At this meeting, Eureka stated that they would pursue Section 25 of the contract if the processing fees go unpaid because paper has become unfeasible to collect under the City's interpretation of the contract. If Eureka were to pursue Section 25, they would need to provide a formal 30 day notice to the City. During that 30 day period, the City and Eureka would need to negotiate a contract amendment that eliminates a material, likely paper, from the recycling mix. If a contract amendment is not negotiated within the 30 daY'period, the City becomes responsible for paying the disposal costs incurred by Eureka. Should paper be removed from the recycling mix, the contract amendment would need to address who is responsible for informing and educating residents. At our May 4 meeting, both sides agreed that removing paper from the recycling mix remains an undesirable outcome. Options In continuing conversations with Eureka, they have indicated a willingness to discuss restructuring the processing fees. Based on Eureka's interpretation, the City is required to pay $75/ton for paper and $150/ton for aluminum regardless of revenue. There may be a middle ground on these processing fees where the City agrees to pay a portion of future processing fees to keep paper in the recycling mix. Staff has not formally begun these negotiations since it was outside the guidelines provided by Council on March 30. At this juncture, the options are as follows: 1. Pay the processing fees claimed by Eureka to ensure that paper remains in the recycling mIX; 2. Authorize staff to negotiate a restructuring of the processing fees to determine if there is a middle ground that will keep paper in the recycling mix; 3. Maintain that the City is not responsible for the processing fees. This stance could lead to two outcomes: a. Eureka begins the process of removing paper from the recycling mix (Section 25 of the Contract); b. Eureka could request arbitration proceedings to resolve the dispute. The judgment of the arbitrator would be final (Section 42 of the Contract). City of Arden Hills City Council Work Session for May 18, 2009 \ \Ahdocs 1 \ah \AHdata\Planning\Recycling & Garbage\2009\051809 - CC Report - Eureka Contract Discussion. doc Page 2 of3 Recvclin2: Bud2:et Impact From January to March, the processing fees have added up to just over $4,400, which is approximately 19 percent more than budgeted for that time period. At the current rate, the processing fees would be approximately $1 7,600 by the end of this year. This total is highly dependant upon market conditions. As noted in the March 30, 2009, memorandum, Eureka "waived" the December processing fees. None of the additional processing fees have been paid. The standard monthly per household cost has been paid since it is not at issue. Recommendation In order to help keep paper in the recycling mix, staff recommends moving forward with negotiations on restructuring the processing fees. It should be noted that restructuring the processing fees will likely lead to increased recycling costs for the City. Until negotiations begin, it is difficult to calculate a budget impact. Staff will also review the account balance and other income for the recycling enterprise fund. Any contract amendments would require Council approval and budget impacts would be provided. A quick comparison of Eureka's contracts with Maplewood, Roseville, Lauderdale, and Saint Louis Park has been attached (Attachment C).. The contract language is different for each City. According to Eureka, the monthly costs and processing fees are different between each City because of when the contract was negotiated, routes, days of collection, population, the materials used for revenue share, and other variables. Staff wants to learn more about these variables, and the contract differences imply that there should be room to negotiate on the costs. Eureka is having similar discussions with their other contract cities. Attachment A. March 30, 2009, Memo to the City Council B. Pages 7, 8, 12, and 18 of the Contract Agreement between the City of Arden Hills and Eureka Recycling for Recycling Services C. Eureka Contract Comparison City of Arden Hills City Council Work Session for May 18, 2009 \ \Ahdocs1\ah\AHdata\Planning\Recycling & Garbage \2009\ 051809 - CC Report - Eureka Contract Discussion.doc Page 3 of3 Attachment A March 30,2009, Memo to the City Council May 18, 2009, City Council Meeting ~ ~~HILLS MEMORANDUM DATE: March 30, 2009 TO: Mayor & City Council FROM: James Lehnhoff, Community Development Director SUBJECT: Eureka Contract Payment Terms Discussion Action ReQuest Review the recycling contract with Eureka and provide direction to staff on a proper course of action regarding the payment terms. Back2:round In January 2008, the City signed a new contract with Eureka Recycling to provide residential curbside recycling services from March 1, 2008, to March 1, 2011. The previous contract with Waste Management expired at the end of February 2008. The contract with Eureka provides residential curbside recycling services to all single family homes (Hunter's Park condos, Parkshore apartments, Cottage Villas, and Arden Manor contract separately for recycling services). The program is funded through an annual fee included with the property tax statement and supplemented by the SCORE grant from Ramsey-County. The contract includes provisions for a monthly fee per household and for revenue share. A recent and steep drop in market prices for recyclable materials has brought to light a difference between Eureka and the City on the payment terms in the contract. Payment Terms Section 6 of the Eureka Contract describes the payment terms (page 7 of Attachment A). The payment terms are subdivided into two parts: 6.1 Compensation to Contractor and 6.2 Materials Sales Revenue Share. The first line of section 6.1 states the "City Agrees to pay Contractor $2.95 per residential dwelling unit per month in 2008 for weekly curbside collection, processing City of Arden Hills City Council Meetingfor March 30,2009 \\Ahdocsl\ah\AHdata\Planning\Recycling & Garbage\2009\033009 - CC Report - Eureka Contract Discussion.doc Page 1 of 4 and marketing ofrecyclables." Based on 2,560 households, the total cost was $86,518 for the first full year of service. Section 6.1 of the contract also includes a provision to adjust the per household service fee each year in accordance with the consumer price index for the Upper Midwest as determined by the Federal Reserve Bank of Minneapolis. The monthly fee is adjusted on the anniversary of the contract. Starting on March 1, 2009, the monthly per household cost increased by 3.8 percent to $3.06. This monthly cost per household and the annual increase was anticipated in the 2009 recycling budget. Section 6.2 describes the revenue share portion of the contract (page 7 of Attachment A). Under section 6.2.1, All Paper Grades, the contract states, "The Contractor shall pay the City 50% of this [Official Board Markets] index for all grades of paper collected after a processing fee of$75 per ton." Similarly, under section 6.2.2 regarding aluminum, the contract states," The Contractor shall pay the City 50% of this [American Metal Market] aluminum index after a processing fee of$150 per ton." The OBM and AMM are common sources for obtaining market prices for recycling materials. Staff s and the City Attorney's reading of section 6.2.1 of the contract is that when there is revenue to share, Eureka retains a $75 per ton processing fee for paper and a $150 per ton processing fee for aluminum. The remaining revenue is split in half between Eureka and the City. If there is not sufficient revenue to cover the processing fee, the City would not receive any revenue share. In other words, paper must be more than $75 per ton and aluminum more than $150 per ton before there is revenue to share. For example, if the market price for paper was $100 per ton, a $75 per ton processing fee would be charged and the remaining $25 per ton would be split between the City and Eureka. However, ifprices were $50 per ton for paper, the City would not receive any revenue share because the $75 per ton paper processing fee would not be covered. The City was aware that revenue sharing was not a guarantee and some months. may not have any revenue share if prices fell below the processing fee. It was staff s understan.ding and it was presented to the Council in December 2007 that some months may not have any revenue share but the monthly price would not increase. In the proposal submitted by Eureka in 2007, they anticipated a revenue share of 70 cents per household per month based on collection rates and market prices in 2007. However, in October 2008, the market price for recyclables dropped precipitously. The City collected approximately $16,800 in revenue share between March and October. Based on Eureka's calculations, the City has not received any revenue share since November. According to Eureka, a recovery in the recycling market is not anticipated this year. Prior to receiving the invoice for January recycling services, Eureka informed the City of an error on the December invoice. By December 2008, the price for paper had dropped to $30/ton. Consequently, the City did not receive any revenue share for paper materials. The City would have received a rebate of $510 for aluminum; however, that was retained to cover their processing costs for paper. The error, according to Eureka, is that the City should have been charged for the remaining "processing fee gap" for paper materials. Since prices had fallen to City of Arden Hills City Council Meetingfor March 30,2009 \\Ahdocsl\ah\AHdata\Planning\Recycling & Garbage\2009\033009 - CC Report': Eureka Contract Discussion.doc Page 2 of 4 $30 per ton, Eureka claims the City is now responsible for the $45 per ton gap to cover the $75 per ton processing fee. Since the revenue from aluminum would not be sufficient to cover the gap, the City would have owed an additional $2,407.35 in December 2008. Eureka waived the December processing fee due to their error on the invoice. In January, the additional processing fee would have added $1,599 to the invoice and in February the processing fee would have added $1,508. Since Eureka has provided the required recycling services, the undisputed per household fee has been paid, which is $7,552. These additional processing fees have not been paid. Recvclin2: Bud2:et Impact The budgeted cost of the 2009 recycling program is $118,677, which includes the curbside recycling program, two community cleanup events, and administrative expenses. This budget is funded by the annual recycling fee, the SCORE Grant, and any revenue share. For 2009, the annual fee is $32 per participating household, the SCORE grant is $19,866, and the estimated revenue share was $20,530. The total budgeted revenue was $119,404. Due to the declining recycling market, the revenue share will be short in 2009. However, in anticipation of a possible decline, the recycling reserves can compensate for the loss of revenue share. The recycling budget is a self-funding enterprise fund. The budget did not anticipate additional processing costs in 2009. If this processing fee'were to continue through the end of2009, the budget could potentially be short by $20,000 to $25,000 depending on the recycling market. This translates to a cost per household of$3.57-$3.91 from the budgeted $3.06. Options Upon reviewing the contract, staff and the City Attorney do not agree with Eureka's interpretation of the contract. As noted in the report, staffhas not authorized payment of the "processing fee gap" requested by Eureka, and we do not recommend paying the "processing fee gap" on previous or future invoices. Using Eureka's reading of the contract, much of the risk and unpredictabi1ity is placed on the City. The City chose Eureka despite the lower monthly price from three of the four competing proposals. The risk to the City was the potential for no revenue share in any given month, which would require the City to pay the full monthly fee. If the City does not pay the processing fee that Eureka contends is part of the contract, they did indicate during our meeting on March 13 that they would need to pursue section 25 of the contract that allows them to declare a material economically unfeasible to collect (see page 8 of Attachment 1 for more detail on this process). If they pursue this portion of the contract, residents would no longer be able to recycle paper and it would be left behind in the bins. It would be possible to reintroduce paper recycling if the market improved in the future; however, City of Arden Hills City Council Meetingfor March 30,2009 \ \Ahdocsl\ah\AHdata\Planning\Recycling & Garbage\2009\033009 - CC Report - Eureka Contract Discussion. doc Page 3 of 4 public education and communication may be extremely difficult after more than a decade of education on the importance of recycling paper. Eureka would be responsible for the educational materials, but the City would undoubtedly receive concerns from residents. While this would preserve the revenue share from aluminum, the long-term impacts may not outweigh the loss of paper recycling for residents. In Eureka's March 23, 2009, letter to the City, they proposed a contract amendment to change the revenue share formula (Attachment B). The revised formula essentially eliminates their processing fee but also eliminates the City's ability to collect revenue share in the future. Based on Eureka's reading of the contract, this option removes the unpredictability and risk from the recycling budget and program. It is true that this option would add predictability to the budget and cap expenses at the agreed upon monthly fee. The City has 23 months remaining on this contract. Due to market conditions, it is quite possible that revenue share for paper will not return in 2009 and aluminum will continue to trend downward. Paper has not contributed to revenue share since November, and aluminum has dropped from a contribution of$479 in November to $266 in February (which was applied by Eureka to the costs of processing paper). At those prices, the revenue share contribution per household would have ranged from ten to 20 cents. While staff and the City Attorney continue to disagree with Eureka's reading of the contract, this may be the most viable option to continue the full recycling service that residents are accustomed to and to minimize budget impacts. If the City and Eureka cannot come to a negotiated conclusion on this issue, Eureka would have the option of using arbitration. Staff contacted the four other suburban cities that contract with Eureka: Roseville, Lauderdale, Maplewood, and St. Louis Park. Each city has a different contract with Eureka. Roseville's \ contract addresses processing fees in a different manner and this is not an issue in Roseville. Lauderdale's contract does not include processing fees. St. Louis Park is in a substantially similar situation to Arden Hills, and they have not yet reached a resolution with Eureka. Maplewood's contract payment terms is structured quite differently than Arden Hills and is not a comparable situation. The City Attorney will be in attendance to help answer legal questions about the contract. A. . s and Eureka Recycling for Recycling B. City of Arden Hills City Council Meetingfor March 30,2009 \\Ahdocsl\ah\AHdata\Planning\Recycling & Garbage\2009\033009 - CC Report - Eureka Contract Discussion. doc Page 4 of 4 Attachment B Pages 7, 8, 12, and 18 of the Contract Agreement between the City of Arden Hills and Eureka Recycling for Recycling Services May 18, 2009, City Council Meeting As of 01/07/08 paper fiber products, including: newspapers, boxboard, magazines, pop/beer boxes, mixed mail, catalogs, phone books, Kraft bags and corrugated cardboard. In addition, residents may place clean, reusable textiles out separately in plastic bags as outlined in Section 34 of this Agreement. Under this udual stream plus" system design, processing shall also be by the categories as collected: paper separated from containers separated from textiles. The Contractor shall not make any changes to the dual stream collection or processing systems without written approval of the City. @ Payment Terms The Contractor will invoice the City of Arden Hills on a monthly basis and the City will pay the contractor no later than net 30 days of receipt of the invoice. The billing system will include the following elements: 6.1 Compensation to Contractor: City agrees to pay Contractor $2.95 per residential dwelling unit per month in 2008 for weekl-y curbside collection, processing and marketing of recyclables. For 2008 the City certifies that there are 2,560 curbside units that will receive service. The City will notify the Contractor by Feb. 1 of each year what the certified number of curbside units will be for the subsequent year. The City agrees that prices for service will increase each year the Consumer Price Index for the Upper Midwest as determined by the Federal Reserve Bank of Minneapolis. The City will notify the Contractor by the last week of December what the compensation rate will be for the subsequent calendar year. 6.2 Materials Sales Revenue Share A composite credit for the following material sates revenue share: 6.2.1 All Paper Grades Paper prices shall be based on the Official Board Markets (OBM) "Yellow Sheet," Chicago region for Old Newspapers (GNP) # 8, high side of range. The Contractor shall pay the City 500/0 of this OBM index for all grades of paper collected after a processing fee of $75 per ton. 6.2.2 Aluminum Aluminum prices shall be based on the American Metal Market (AMM), Aluminum (1st issue of the month), high side nonferrous scrap prices: scrap metals, domestic aluminum producers, buying prices for processed used aluminum cans in carload lots, f.o.b~ shipping point, used beverage can scrap. The Contractor shall pay the City 500/0 of this AMM aluminum index after a processing fee of $150 per ton. The Contractor shall provide copies of the referenced OBM market index and AMM market index with each monthly statement. The Contractor shall provide a detailed explanation of how the material splits are calculated to derive the paper and aluminum tonnage estimates. 7 As of 01/07/08 The City or the Contractor may propo'se other revenue sharing commodities and corresponding proposed pricing formulae, at any time during the duration of the contract. The parties shall enter into negotiations in good faith and any new revenue sharing agreement shall be reduced to writing in the form of an amendment to the contract. 6.3 Other Any other mutually agreed upon charges or credits. 7. RFP and Contractor's Proposal The contents of the City's RFP (as of Sept. 24, 2007) and the Contractor's proposal are part of the contractual obligations and are incorporated by reference into this contract. If any provision of the contract is in conflict with the referenced RFP or proposal, the contract shall take precedent. GENERAL REQUIREMENTS FOR ALL COLLECTIONS The following general requirements are pertinent to all recycling collections (Le., both curbside recycling collection and multi-family recycling collection services). However, the City acknowledges that collection service frequencies and other factors will vary between residential and multi family collection programs. 8. Missed collections The Contractor shall have a duty to pick up missed recycling collections. The Contractor agrees to pick up all missed collections on the same day the Contractor receives notice of a missed collection, provided notice is received by the Contractor before 11 :00 a.m. on a business day. With respect to all notices of a missed colleetio.n received after 11 :00 a.m. on a business day, the Contractor agrees to pick up that missed collection before 6:00 p.m. on the following business day. 9. Severe weather The Contractor may postpone recycling collections due to severe weather at the sole discretion of the Contractor. "Severe Weather" shall include, but shall not be limited to those cases. in which the temperature at 6:00 a.m. is minus twenty (-20) degrees Fahrenheit or colder. If collections are so postponed, the Contractor shall notify the City. Upon postponement, collection will be made on a day agreed upon between the Contractor and the City. 10. Collection hours and days The City requires all such collections to begin no sooner than 7 a.m. and shall be complete by 6 p.m. Collection of recyclable materials from households north of 1-694 will take place every Wednesday and households south of 1-694 will take place every Tuesday. During pre- selected holiday weeks, collection days will take place one day later. The .Contractor may request one time City authorization of exceptions to these time and day restrictions (e.g., pursuant to the "Severe Weather" section 9 above). The Contractor must request such exception prior to the. requested collection event and specify the date, time and reason for the exception. 8 As of 01/07/08 the composition, including number of samples, dates weighed, and City route(s) used for sampling. The Contractor shall provide the City with a copy of each such analysis. 24. Estimating process residuals The Contractor shall provide the City a written description of the means to estimate process residuals derived from the City's recyclables. This written description shall be reviewed and approved in writing by the City. This written description shall be updated by the Contractor immediately after any significant changes to the processing facilities used by the Contractor. The Contractor shall record the weight and generator for all materials entering the processing facility on a daily, monthly and annual basis. These records shall be made available to the City upon request. . The Contractor shall report total weight of material disposed as shipped out to a mixed municipal solid waste facility compared to the total material shipped out each month form its processing facUity. ~ Lack of adequate market demand ~e event that the market for a particular recyclable ceases to exist, or becomes economically depressed that it becomes economically unfeasible to continue collection, processing and marketing of that particular recyclable, the City and the Contractor will both agree in writing that it is no longer appropriate to collect such item before collection ceases. The Contractor shan give the City as much notice as po~sible about the indications of such market condition changes. The Contractor may then initiate the formal process by sending a letter to the City notifying the City that the recyclable item should be discontinued from collection. Upon receipt of the Contractor's notice, the City shalf have 30 days to review and negotiate a contract amendment relating to disposal of such a recyclable commodity that does not have adequate market demand. After this 30 day period, the City shall pay the costs of all disposal of any item collected that is deemed not recyclable by Contractor and the City due to lack of adequate market demand until the City has approved that collection be discontinued for those materials. After the City agrees to discontinue collection of those materials, the Contractor is responsible for the costs of all disposal of any item collected that is deemed not recyclable by Contractor and the City due to lack of adequate market demand. The City and Contractor shall specify a date in this written contract amendment to cease collection of the recyclable item in question. The Contractor shall at aU times be under a duty to minimize recyclables ending up in landfill or disposal at other facilities receiving mixed munici.pal solid waste. If disposal of any recyclable commodity becomes necessary, upon receiving written permission from the City, the Contractor shall dispose of the recyclable materials at a facility specified in writing by the City or an alternative agreed upon by the City and the Contractor. 26. Vehicle requirements Each collection vehicle shall be equipped with the following: · The Contractor's vehicles shall be marked with the name and telephone number of the Contractor prominently displayed on both sides of the truck. The lettering must . be at least 3 inches in height. 12 As of 01/07/08 @ Dispute resolution and arbitration procedures The parties agree that any controversy or claim arising out of or relating to this agreement or the breach thereof, shall be settled, at the option of the Contractor by arbitration in accordance with the Rules of the American Association of Arbitration and judgment upon the award by the Arbitrator(s) may be entered in any court with jurisdiction thereof. 43. General compliance The Contractor agrees to comply with all applicable Federal, State and local laws and regulations governing funds provided under this contract. The Contractor pays its employees a prevailing wage based on the recycling industry in. the state of Minnesota and Hennepin County. The Contractor does not use temporary labor arrangements to avoid paying a living wage. All of our employees, permanent and temporary, receive a paycheck that meets or exceeds living wage standards_ Additionally, the contractor provides health insurance for all fulltime employees and a pro rata share for employees working more than 20 hours but less than 40 hours a week_ 44. I'ndependent contractor Nothing contained in this agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. The Contractor shall at all times remain an independent Contractor with respect to the services to be performed under this Contract. Any and all employees of Contractor or other persons engaged in the performance of any work or services required by Contractor under this Contract shall be considered employees or sub-contractors of the Contractor only and not of the City; and any and all claims that might arise, including Worker's Compensation claims under the Worker's Compensation Act of the State of Minnesota or any other state, on behalf of said employees or other persons while so engaged in any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of Contractor.. 45. Hold harmless The Contractor agrees to defend, indemnify and hold harmless the City, its officers and employees, from any liabilities, claims, damages, costs, judgments, and expenses, including attorney's fees, resulting directly or indirectly from an act or omission of the Contractor, its employees, its agents, or employees of subcontractors, in the performance of the services provided by this contract, any resulting environmental liability that is a result of this contract or by reason of the failure of the Contractor to fully perform, in any respect, any of its obligations under this contract. If a Contractor is a self-insured agency of the State of Minnesota, the terms and conditions of Minnesota Statute 3.732 at seq. shall apply with respect to liability bonding, insurance and liability limits. The provisions of Minnesota Statutes Chapter 466 shall apply to other political subdivisions of the State of Minnesota. 46. Accounting standards The Contractor agrees to maintain the necessary source documentation and enforce sufficient internal controls as dictated by generally accepted accounting practices to properly account for expenses incurred under this contract. 18 Attachment C Eureka Contract Comparison May 18, 2009, City Council Meeting oJ( _5 E c 0 ~ o c o CI)__ .!a g E L. .. ~ cao..- c. c( E o o ... (.) ca L. ... C CI) o:C o -; ns 0 J2 C C 0 ::J -; (.) -> -e e 00.. c o (.) w a; CI) ..... o -C C ns o c 0 o.!! t-C) .. CI) Q.(.) 0;:; ..... 0 o ns 0- 00.. 0> 0>0 0> 0> C CLOCC a a . a a CC~CC ~ 0>0>000> CCLOOC a a NO ac cCl'-oo ~~ 00>000 OCLOOO ogNoo LO 1'-000> ~ ~~EA- ~ 00>000 ..OCOOO Cl)a.O a'" Q.I'-c~gg ns~ ~~~ 0.. cn acnacn ~z~z~ ::J: ::J: ~ o o o ~ .c ..... c o :IE CDOOO>C o~('I)l'-a MNNNac ~~~~~ ~ ~~ :c .~ -0 ~ c o o .r::. o co ~ Q) L... ..... co J2 a.. Q) ~~ cn-gg> i: ~ Jg .~ a 6, L... . - ...J 3: c: CO>O>>+J~~ CI)"'C co.. -C :::J cn .- co Q) .. co a co -.:::::: .r::.1- c(...JO::C/).c:::::~