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Item 17.2 - Public Transportation Svs for FY 94-95 through FY 96-97 REVISED AGENDA REPORT SUMMARY ~ REVISED .- TO: Honorable Mayor and Members of the City Council FROM: James L. Bowersox, City Man~ ^ INITIATED BY: John D. Fitch, Assistant City Managerq) t Robert L. Thomas, Director of Community se~ Patrick R. Foley, Senior Management Analyst DATE: May 17, 1994 SUBJECT: An Agreement Between the County of San Diego and the City of Poway for Public Transportation Services for FY 1994-95 through FY 1996-97 ABSTRACT The City of Poway has contracted with the County of San Diego to provide public transportation services requested by the City. The current agreement will expire June 30, 1994. Staff is recommending that the City Council approve the attached agreement with the County for transportation services beginning in FY 1994-95 through FY 1996-97. ENVIRONMENTAL REVIEW ,. The agreement between the City and County is not considered a project under CEQA and therefore is not subject to CEQA review. FISCAL IMPACT If the agreement is approved by the City Council, the costs for transit services and contract administration would be funded through the City's annual allocation of Transportation Development Funds (TDA). The City's TDA funds are administered by SANDAG and MTDB, therefore, the transit service costs will not impact the City's budget. ADDITIONAL PUBLIC NOTIFICATION AND CORRESPONDENCE Additional notification sent to Larry Watt, Ken Karnes, Andy Trijullo, Greg Scott, and Stephan Vance. RECOMMENDATION It is recommended that the City Council approve the attached agreement between the County of San Diego and the City of Poway for Public Transportation Services for FY 1994-95 through FY 1996-97 and authorize the Mayor to execute the agreement on behalf of the City of Poway. ,.. ACTION HAY 1 7 1994 ITEM 17. ; 1 of 18 .---------------- AGENDA REPOR'!' CITY OF POW A Y This report is included on the Consent Calendar. There will be no separate discussion of the report prior to approval by the City Council unless members of the Council, staff or public request it to be removed from the Consent Calendar and discussed separately. If you wish to have this report pulled for discussion, please fill out a slip indicating the report number and give it to the City Clerk prior to the beginning of the City Council meeting. REVISED TO: Honorable Mayor and Members of the City Council FROM: James L. Bowersox, City Man~ ~' INITIATED BY: John D. Fitch, Assistant City ManagerC}~ Robert L. Thomas, Director of Communit ser~ Patrick R. Foley, Senior Management Analyst DATE: May 17, 1994 SUBJECT: An Agreement Between the County of San Diego and the City of Poway for Public Transportation Services for FY 1994-95 through FY 1996-97 BACKGROUND The City of Poway has contracted with the County of San Diego to provide public transportation services requested by the City. The agreement permits the County, with annual approval from the City Council, to claim each fiscal year an appropriation from Poway's Local Transportation Development Act (TDA) Funds for transit services. The existing contract expires June 30, 1994. Based on further review and discussion of the agreement between the County and the City, additional minor word changes were recommended by both the County and City. Attached is the revised agreement prepared by the County staff. FINDINGS The proposed agreement between the County of San Diego and the City of Poway for public transportation services is for FY 1994-95 through FY 1996-97. The agreement covers a three year base period in which the county will administer and manage the City's fixed route, dial-a-ride, express bus, and airport transit services. County administration services include route planning financial management, contract administration, and oversight of transit contractors, printing transit maps, schedules, flyers and passes, and other transit service promotions. These services are totally funded by the City's annual TDA allocation from the Metropolitan Transit Development Board (MTDB). ACTION: l 2 of 18 A~enda Report ay 17, 1!i!i4 Page 2 The costs for operating and administering the various transit services cannot exceed the City's total annual allocation of Article 4.0 funds. These funds can only be expended on transit services. The proposed agreement allows the County to file the City's annual TDA claim for transit services after Council review and approval of the cost and level of service for each fiscal year. ENVIRONMENTAL REVIEW The agreement between the City and County is not considered a project under CEQA and therefore is not subject to CEQA review. FISCAL IMPACT If the agreement is approved by the City Council, the costs for transit services and contract administration would be funded through the City's annual allocation of Transportation Development Funds (TDA). The City's TDA funds are administered by SANDAG and MTDB, therefore, the transit service costs will not impact the City's budget. ADDITIONAL PUBLIC NOTIFICATION AND CORRESPONDENCE Additional notification sent to Larry Watt, Ken Karnes, Andy Trijullo, Greg Scott, and Stephan Vance. RECOMMENDATION It is recommended that the City Council approve the attached agreement between the County of San Diego and the City of Poway for Public Transportation Services for FY 1994-95 through FY 1996-97 and authorize the Mayor to execute the agreement on behalf of the City of Poway. JLB:JDF:RLT:PRF:sf Attachment: Agreement for Public Transportation Services (C:\OATA\AGENOA\TRANSPRT.AGR) MAY 1 7 1994 ITEM 17, 2 3 of 18 ---...--- ---~-- . AGREEMENT BETWEEN THE COUNTY OF SAN DIEGO AND THE CITY OF POWAY FOR PUBLIC TRANSPORTATION SERVICES FOR FY 1994-95 THROUGH FY 1996-97 This Agreement between the County of San Diego and the City of Poway for Public Transportation Services for FY 1994-95 through FY 1996-97, is entered into this day of , 1994 by and between the County of San Diego, (hereinafter referred to as the County Transit System, "CTS" ) and the City of Poway, (hereinafter referred to as "CITY") . -- RECITALS WHEREAS, CITY is desirous of providing public transit service to areas within the jurisdiction of the CITY; and WHEREAS, CTS has the knowledge and expertise to provide the service desired by the CITY; and WHEREAS, CITY recognizes the value of the service to be provided by CTS to its citizens and is willing to contract with CTS to provide transportation service within the incorporated area of the CITY; and WHEREAS, CITY desires CTS to provide public transportation services beginning July 1, 1994; and WHEREAS, Public Utilities Code, Section 99288, authorizes CITY and CTS to enter into a contract for CTS to provide such public transportation service for the benefit of the CITY and permitting CTS, when such contract is entered into, to claim for local transportation purposes, from the Local Transportation Fund, the apportionment of the City's funds approved by the poway City MAY 1 7 1994 ITEM 17. 2 4 of 18 . .-- Council annually prior to April 1 of each year, in the manner provided in Article 4 (commencing at Section 99260) of the Mills- Alquist-Deddeh Act (Ch. 4, pt. 11, Div. 10 of the Public utilities Code) ; NOW THEREFORE CITY and CTS mutually agree as follows: ARTICLE 1. PUBLIC TRANSPORTATION SYSTEM 1.1 General Public TransDortation Services to be Provided CTS shall provide general public transportation services for the benefit of residents of and visitors to CITY, upon those '. routes, during those times, and at the level of service approved by the City Council in Exhibit A. The City Council in consultation- with CTS may modify the routes, times, and level of service for the general public transportation system at any time during the term of the Agreement. 1.2 paratransit Service CTS, as the regionally recognized paratransit service provider in Mid-County and claimant of Transportation Development Act (TDA) , Article 4.5 funds shall provide Americans with Diabilities Act (ADA) complementary paratransit transportation and Senior/Disabled Dial-A-Ride service in the Mid-County area. The mid-County area includes the City of Poway and City of San Diego communities of Rancho Bernardo, Rancho Penasquitos, Sabre Springs and Carmel Mountain Ranch. 1.3 Passenqer Counts CTS shall report at least once annually, counts of passengers boarding and departing the services provided under this Agreement. The number of counts and specific methods of counting shall be MAY 1 7 1994 neM 17. 2 5 of 18 ------------_._------------- . determined by CTS in conjunction with other local and regional passenger counting programs. A report summarizing the results of the count will be submitted to the CITY. Additionally, CTS shall submit monthly ridership and revenue service figures, by service, to CITY. ARTICLE 2. TERM OF AGREEMENT 2.1 Base Term The term of this Agreement is from July 1, 1994 through June 30, 1997, unless terminated earlier as provided herein. .. 2.2 Option Term 2.2.1 In consideration of CITY entering into this Agreement; CTS grants to CITY an option to extend the service provided by CTS under this Agreement for two, one-year periods beginning July 1, 1997. To exercise this option, CITY shall: 2.2.1.1 Give CTS written notification on or before ninety (90 ) calendar days prior to the expiration of this Agreement; and 2.2.1.2 CITY and CTS must reach agreement on the cost for the option period at least sixty (60) calendar days prior to the expiration of this Agreement. 2.2.2 If CITY and CTS reach agreement to extend the Agreement for the one-year option term, the revised Agreement shall also contain an option term for one additional one-year period. Thus, a maximum total of five (5) years of service may be provided under this Agreement. 2.2.3 If CITY fails to comply with either or both requirements to exercise this option, CITY may still request the AGREEMENT-3 MAY 1 7 1994 ITEM 17. 2 6 of 18 .- . additional two (2) years of service, but CTS shall not be required to provide the additional years of service. However, CTS may do so at its sole discretion. 2.2.4 Costs for the option term are subject to agreement. CTS agrees, on written request by CITY, to submit proposed costs, including cost breakdown, for the option period. CITY may request the proposed costs at any time beginning one hundred and twenty (120 ) days prior to expiration of the Agreement. 2.2.5 All work performed and services provided during the '. option shall comply with all of the requirements of this Agreement including any amendments. 2.2.6 CITY is under no obligation whatsoever to exercise this option, and no representations have been made by CITY committing it to exercise this option. If CITY does not exercise this Option, CITY may procure services beginning July 1, 1997 from another source. 2.3 Carry-Over Term In consideration of CITY entering into this Agreement, CTS also grants to CITY an option to extend the services provided by CTS under this Agreement for a maximum of three consecutive one- month periods beginning July 1, 1997. To exercise this option, the City Manager must give CTS written notification at least 60- calendar days before the option month begins. Compensation for the carry-over periods shall be the most current service rates in effect during the carry-over term. All work performed and services provided during the carry-over periods AGREEMENT-4 MAY 1 7 1994 ITEM 17. 2 7 of 18 ----.- ~,_.------ ~ --- ---- shall comply with all of the requirements of this Agreement, including any amendments. ARTICLE 3. COMPENSATION FOR SERVICES 3.1 CITY agrees that CTS may file an annual claim with the Local Transportation Planning Agency (under the provisions of the Mills-Alquist-Deddeh Act, starting with Section 99260) for transportation Development Act (TDA) funds available to the CITY. For FY 1994/95 CITY and CTS agree that this amount shall not exceed $755,337 . In each subsequent year of the agreement, prior to April 1, CITY and CTS shall revise the claim amount based on the level of service approved by the City Council. 3.1.1. For FY 1994-95 additional claims in the amount of $l9IT,364 shall be filed on behalf of CITY. These funds shall be used for CITY administrative expenses ($8,000) , construction of a bus turn-out/transit shelter on the east side of Midland Road ($86,000) ; and Capital Reserve Accounts for accessible bus stop improvements ($lO,OOO), radio communication equipment improvements ($8,000) and construction of the future poway Transit Center ($86,364) . Funds claimed under this Section 3.1.1. shall not be expended without the prior authorization of the City Council. 3.2 CTS shall be compensated for service provided under this Agreement. If CTS performs only a portion of the services described in Exhibit A of the Agreement, CTS shall be paid an amount equal to the unit of service actually provided, multiplied by the revenue rates set forth in Section 3.3 below. AGREEMENT-5 MAY 1 7 1994 ITEM 17.2 8 of 18 . 3.3 It is estimated that in FY 1995, CTS shall be compensated for transit services as approved by the poway City Council and described in the Transportation Development Act Claim and in Exhibit B. 3.3.1 Both parties agree that the rates for services for FY 1995 are estimates, and that the actual cost of services under this Agreement shall be determined by the San Diego Association of Governments (SANDAG) annual financial audit. If CITY and CTS agree to change the level or type of service provided for in this .. Agreement, or there is a change in the level or service provided by civil . - CTS due to strike, disaster or other public calamity, CTg shall provide a revised estimated cost rate for the specific additional or reduced service provided. 3.3.2 The CITY'S compensation to CTS shall be reduced by the amount of passenger revenue collected. The amount of the reduction shall equal the amount of money collected in fares on transit vehicles, monthly pass revenues received plus other miscellaneous income (e.g ., single ride ticket sales). 3.3.3 CTS shall revise and update Exhibits A and B annually. The level of public transit services and the rate(s) for service and transit administration shall be provided by CTS to CITY and approved by the City Council and CTS at least ninety (90) calendar days prior to the beginning of any fiscal year covered by this Agreement. 3.4 Periodic Payments CTS shall be compensated by periodic payments in advance from AGREEMENT-6 MAY 1 7 1994 HEM 17. 2 9 of 18 -~-~--------_.- . SANDAG. 3.4.1 If the amount allocated to CTS by SANDAG is insufficient to meet the cost of services described in Exhibit A., CTS shall immediately notify CITY. In that event, CITY agrees that this Agreement shall be amended to reduce the services provided or to pay CTS from other sources the amount necessary to meet the cost of services described in Exhibits A and B. ARTICLE 4. INSURANCE 4.1 CTS, through its Agreements with its contractors, shall ". procure the following insurance, which may contain self insurance retentions: 4.1.1 Common Carrier Liabi li ty Coverage in the amounts specified below naming the CITY and its employees and officers as additional insureds. This coverage shall include Comprehensive General Liability Insurance including contractual liability, and personal injury liability. Airport Service $2,000,000 per occurrence Fixed Route Service $10,000,000 per occurrence Express Bus Service $5,000,000 per occurrence ADA paratransit Service $5,000,000 per occurrence 4.1.2 Automobile Liability coverage in the amounts specified below naming the CITY and its employees and officers as additional insureds: Airport Service $2,000,000 per occurrence Fixed Route Service $10,000,000 per occurrence Express Bus Service $5,000,000 per occurrence ADA paratransit Service $5,000,000 per occurrence 4.2 Before July 1, 1994, CTS shall give to CITY a complete copy of each Certificate of Insurance if requested. CTS shall give AGREEMENT-7 MAY 1 7 1994 iTEM 17. 2 10 of 18 . CITY 3D-days written notice of cancellation or material change as required by the insurance company in the insurance coverage required by this Agreement. 4.3 Occurrence means any event or related exposure to conditions which result in bodily injury or property damage. 4.4 Neither CTS nor its contractors shall cancel or materially change any of the required insurance coverages. ARTICLE 5. AUDIT 5.1 At any time during normal business hours and as often as .. CITY may deem necessary, CTS shall make available to CITY for examination all of its records with respect to all matters covered by this Agreement, shall permit CITY to audit, examine and make excerpts of transcripts of such records, and shall permit CITY to perform audit procedures as deemed necessary with respect to all invoices, payrolls, equipment, materials, and other data relating to matters covered by this Agreement. ARTICLE 6. INDEMNITY 6.1 Except as may be provided otherwise in the Agreement, CTS shall investigate, indemnify, defend and hold harmless the CITY, its officers, agents and employees from any and all claims, demands, loss or liability of any kind or nature whether real or alleged which CITY, its agents and employees may sustain or incur, or which may be imposed upon any of them for any acts or omissions by CTS, its officers, agents or employees hereunder. ARTICLE 7. WHEN RIGHTS AND REMEDIES NOT WAIVED 7.1 In no event shall any payment by the Local Transportation AGREEMENT-8 MAY 1 7 1994 ITEM 17. 2 11 of 18 ----------- . Planning Agency as provided herein constitute or be construed to be a waiver by CITY of any breach of conditions or any default which may then exist. The existence of any such breach or default shall in no way impair or prejudice any right or remedy available to CITY with respect to such breach or default. ARTICLE 8. INTEGRATED DOCUMENT 8.1 This document including Exhibits A and B embodies the entire Agreement between CITY and CTS for the transportation service described herein and the terms and conditions. No verbal '. agreements or conversation with any officer, agent or employee of CITY prior to the execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. No such verbal agreement shall bind CITY. 8.2 This Agreement may be changed only by a written amendment signed by both parties. ARTICLE 9. SEVERABILITY OF PROVISIONS 9.1 If any provisions of this Agreement are held to be invalid, the remainder of this Agreement shall not be affected, provided the remainder conforms to the terms and requirements of applicable law. ARTICLE 10. TERMINATION 10.1 CITY may terminate this Agreement by giving written notice to CTS of such termination and specifying the effective date thereof. at least (90 ) days before the effective date of such termination. CTS may terminate this Agreement by giving written AGREEMENT-9 MAY 1 7 1994 ITEM 17. 2 12 of 18 . notice to CITY of such termination and specifying the effective date thereof, at least ninety (90 ) days before the effective date of such termination. 10.2 Upon receipt of written notice from the CITY to terminate the Agreement, CTS will irrunediately notify Mayflower Contract Services and Sureride Airport Shuttle of the effective contract termination dates with the CTS. CITY shall assume any and all CTS financial and legal liability from the effective date of CTS contract terminations with Mayflower and Sureride as specified '. in ARTICLE II. GENERAL PROVISIONS; SECTION C. TERMINATION FOR provisions specified --- CONVENIENCE OF THE COUNTY and any other in County Contract No. 42709 with Mayflower Contract Services and County Contract No. 42530 with Sureride Airport Shuttle. Prior to the effective termination date with CTS, the CITY may enter into a contract with Mayflower Contract Services for fixed route transit services in Poway and the City of San Diego and enter into a contract with Sureride Airport Shuttle for airporter services in Poway. CITY and CTS may enter into a new Agreement for corrunuter express bus services. 10.3 Within thirty (30) days from the effective date of the termination of the Agreement with CTS by CITY, CTS shall be compensated for the administration and management services completed prior to the effective date of termination. Compensation shall be based on actual expenditures made prior to the effective termination date based on the annual costs contained in Exhibit B under the heading Administration and Management. AGREEMENT-l0 MAY 1 7 1994 ITEM 17. ? 13 of 18 . ARTICLE 11. INDEPENDENT CONTRACTOR 11.1 For purposes of this Agreement, CTS is an independent contractor, and no employee of CTS is, for purposes of this Agreement, an employee of CITY. ARTICLE 12. BUS STOPS 12.1 Bus stops shall be established with approval of CITY. Bus stops shall be located at safe and convenient places for persons desiring to embark or disembark. '. 12.2 In response to the Federal Americans with Disabilities Act (ADA) requirements, CTS agrees to work with CITY to improve bus stop accessibility in CITY'S jurisdiction to ADA standards. All bus stop improvements to include landing pads shall be placed for acceptance, ownership and maintenance by CITY. ARTICLE 13. REPRESENTATIVES OF CITY 13.1 The City Manager or the City Manager's designated representative shall represent CITY in all matters pertaining to this Agreement and shall administer this Agreement on behalf of the CITY. ARTICLE 14. EQUAL OPPORTUNITY AND AFFIRMATIVE ACTION 14.1 In performing under this Agreement, CTS and CITY shall not discriminate against any employee or applicant for employment because of race, creed, color, sex, sexual orientation or national origin. This performance shall include, but not be limited to the following: employment, upgrading, demotion, transfer, recruitment advertising, layoff or termination, rates of payor other forms of AGREEMENT-II MAY 1 7 1994 ITEM 17. 2 14 of 18 . compensation, and selection for training, including apprenticeship. 14.2 CTS shall comply with the requirements of the County's Affirmative Action Program for Vendors as set forth in Article IIIk of the Administrative Code of the County of San Diego, unless specifically exempted in accordance with the Article's rules and regulations. ARTICLE 15. NOTICE 15.1 All notices and communications with respect to this Agreement shall be effective upon mailing thereof by registered or '- certified mail (return receipt requested) and addressed as follows: .-. - CITY CTS City of Poway County Transit System l3325 Civic Center Drive 5555 Overland Avenue, MS 0386 Poway, CA 92064 San Diego, CA 92123 ATTN: Mr. Robert Thomas ATTN: Mr. Larry Watt Community Services DPW Transit Services IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives. APPROVED AS TO FORM CITY OF POWAY BY BY City Attorney Mayor Attest City Clerk AGREEMENT-12 MAY 1 7 1994 ITEM 17. 2 15 of 18 -----~._"------_._.- " ------------------- . APPROVED AS TO FORM COUNTY OF SAN DIEGO BY BY County Counsel Clerk of the Board of Supervisors ". AGREEMENT-13 MAY 1 7 1994 ITEM 17.2 16 of 18 . EXHIBIT A City of poway Description of Public Transportation Services Weekday Saturday Sunday/Holidays Fixed Route .. Bus Service 844 5:l2 a.m.-8:40 p.m. 7:55 a.m.-5:00 p.m. 8: 05 a.m. -5 :)1 p.m. 845 5:35 a.m.-7:11 p.m. 7:38 a.m.-6:38 p.m. 8:l8 a.m.-6:l3 p.m. AirDorter 24 Hours 24 Hours 24 Hours E::ltDress Bus 6:05 a.m.-8:25 a.m. No Service No Service .i. l.l. 4:08 p.m.-6:29 p.m. ADA 7:00 a.m.-6:00 p.m. No Service No Service Para trans it Service MAY 1 7 1994 ITEM 17. < 17 of 18 - . '. ..'~ , . ". '" U , '. e '" e '" '" ~ ..., ~o~ e ';;~ M M 0:) .,., .,.. '"C-c 0:) .,., en .,., '" e e ...... en N ~ .,., 5"'''' '" '" . . . > 0 ~ 0 ~ ~ "'01 - au .... .... Ole'" ...... -r- 111 .... "'U ..., ...... .,.... or- e r-.... > '" ...... s.. ~ 5 U '" '" '" > '" '" 4- "0 01 '" e '" c. 0 e '" 0 _o~ :>:01 .... "'.... "'01'" ~ US -,"o~ c::~ 0:) \0 0 M (/I...... s... \0 "<T "<T 0\ '" >0 .~..., M ~ en N .0..4- 5'" . . . . 01 e >.. '00 0 0 0 0 .. V1 'r- o. '" <;u .... .... e 3: o U '" 0 .,.. 'r- c: c.. .....c:: 0 '" c..c:: 4- 01 0 0 0 0 ~ '" c. 0 '" 0 0 0 0 ~"Q) e'" .,., 0 .... \0 '" en~ >.. 01 '" . - - - .... '" ..., >~ 0 M ...... 0 "'"0.... .~ Q)'~ M en .,., 0:) eQ) u IX ::E: M "<T 'r- -+-J r-- '" '" .. . "O~ e 0 0 \0 -< ...... CQJO' '+- 0\ M ~ M '" ..o~ M .,., "<T M en ..;0" m ",'" 5 . . - . "'"0 01 en"" .~ .,., M .co ...... c::e.. I- ,'" ..., '" .,., N \0 "<T en", I ,,-,' ...... "<TO Q)~ \0 ...... o~ - - CD a, '-' Zu .... vt VI . v. .... '" 01 :r >-5 c. '" U >< ......'" o S-...... ...... ..., 0 .,., 0 .,., .... '" > '" ",.c:: .. >.. '" 0 0\ 0 0\ U Q) en '" 0 .... 0 .... "'0'" e . . . . '" .. .... 01 .... '" .,., co .0.0 .. o~ > .,., ...... "<T \0 '" '" '" -< '" '" -+-> c:: IX .... .... "0"'''' '" ",,,,e. .. ~~S I- '" u"'o > c::"O U >.. .-.... o~ '" ..., .... .:: .c:: '0 c:: "'''' "'uc:: '" .. 5 .... '" '" 0 .... 01 '" \0 M ;..., '" U '" en '" M co .... o en~ .~ '" co .,., M ...... ue", c::c:: . . 'r- .,... '- '" .... M .,., 0 ........ u 5:>: N ~ .... eee "0 .... -< QJ.,.... to <;-'" .... .... 5 .. e <:J c...,- 01 '+- . .,., co ~ '" - e .... co c::~ -0 U \0 en .,., '" to VI tn.,.. '" .,., -< .... N E4Jc+J .. - - - . .J: or- rd .... ..,. '" 00 '" 'Ou....~ e co co 0 ...... C:CC-+-J 0 \0 -< co ca (1J ::::I VI U .... .... ..c 0..... 01 UC:: > '"0 U ''- 01 .,.... c: ro: E .... .... '" '0 '" .. '" -'" 0 01 "",en 01 IX .... '" +-' s... C~ U .. '" V'I.Q)...... U .~ "0 0 01 ~ .,...40-'+-' ~ > cu e e '" Cr- QJ s... '-- .. x .... ..... QJ ~..., 01 o~ .~ X 0 E..cS-c: en ...... <; ...... I- -0 "''''0 <:-eu MAY 1 7 1994 ITEM 17. 2 18 Of 18 ~. .. . . .. . ~ _.h. h.. ___._.....~..__._.__. 0- - --~""'."""-"""'-----"--."