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HomeMy WebLinkAbout2002-25077 Reso . . RESOLUTION NO. 2002=2.50'77 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING A SETTLEMENT AGREEMENT BETWEEN ECKO.COMPLEX, LLC, D/B/A ECKO UNL TD., ("ECKO") AND THE CITY OF MIAMI BEACH REGARDING OUTSTANDING VIOLATIONS OF THE CODE OF THE CITY OF MIAMI BEACH AND PROVIDING THAT THE FINE AMOUNT BE REDUCED FROM $579,484 TO $50,000 AND FURTHER THAT A $50,000 DONATION BE PROVIDED TO THE CITY WITH THE TOTAL OF $100,000 INTENDED TO BE USED FOR THE PURPOSE OF COMPLETING A SKATE PARK ON A SITE TO BE PROVIDED BY THE CITY AND TO PROVIDE ECKO NAMING RIGHTS FOR SAID SKATE PARK WITH THE APPROVAL OF THE COMMISSION. WHEREAS, Ecko.Complex, LLC, d/b/a Ecko Unltd., ("Ecko") has been cited by the Code Compliance Division of the City of Miami Beach, ("The City") for violations in the City Code associated with activities undertaken during Memorial Day Weekend in 2001; and WHEREAS, the fines associated with the Memorial Day Weekend in 2001 have accumulated in the amount of $579,484; and WHEREAS, the City and Ecko have undertaken discussions to resolve the outstanding fines and violations; and WHEREAS, the discussions between the City and Ecko have resulted in a mutually beneficial and amicable settlement of the outstanding violations that provide a long term benefit to the community and to the company; and NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that a Settlement Agreement attached hereto as Exhibit "A" is hereby approved by the Mayor and City Commission which provides for a $50,000 settlement of outstanding violations of the City Code alleged to have been committed by Ecko and further providing that a $50,000 donation be provided to the City with the total of $100,000 intended to be used for the purpose of completing a skate park on a site to be provided by the City and to provide Ecko naming rights for said skate park with the approval of the Commis . n. ecember ,2002. FORM & lANGUAGE & FOR EXECUTION ~~ ~CityNlotrwt ~-o..?-o, D!'1'f9 " CITY OF MIAMI BEACH COMMISSION ITEM SUMMARY m Condensed Title: A Resolution approving a Settlement Agreement between the City of Miami Beach and Ecko.Complex, LLC, regarding outstanding violations of the City Code and to provide a settlement thereof in the amount of $50,000 and also to accept a donation of $50,000 with the total of $100,000 intended to be used for the construction of a skate park within the community. Issue: Shall the City enter into a Settlement Agreement with Ecko.Complex, LLC, to resolve outstanding alleged sign violations and also to recognize and accept a donation for the construction of a skate park? Item Summary/Recommendation: In the 2001 Memorial Day Weekend a number of companies distributed or posted flyers or stickers in violation of the City Code. One such company that was cited for violations was Ecko.Complex, LLC, (Ecko). In settlement of the outstanding sign violations and also to build a relationship between the Company and the City that will benefit both in the future, a Settlement Agreement has been negotiated that provides a $50,000 settlement for the Code Violations and a $50,000 donation. The total of $1 00,000 is intended to be used for the construction of a skate park within the community. The location of the skate park is to be selected by the City and the skate park would be named by Ecko as a result of the donation. The Agreement is a mutually beneficial and amicable settlement to an otherwise adversarial Code Compliance matter. This item was considered by the Commission at the November 13th meeting, and changes were recommended that have been incorporated. Approval of the Settlement Agreement is recommended. Advisory Board Recommendation: I N/A Financial Information: Source of "", " AC'Cbunt "., ", ~Pl:!..py~d) ",,,,,,'~'~"!'''!''''''' Funds: 1 D ; .'".~ .~ Finance Dept. !"~"!l City Clerk's Office Legislative Tracking: I Robert C. Middaugh Si n-Ofts: Department Director F:\CMGR\$ALLIBOBlEckoilemsumm2.doc Assistant city Manager C- AGENDA ITEM DATE G7E I;;'~II-()).... '. CITY OF MIAMI BEACH CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 www.ci.miami-beach.fl.us To: From: Subject: COMMISSION MEMORANDUM Date: December 11, 2002 Mayor David Dermer and Members of the City Commission Jorge M. Gonzalez ~. A..e..r- City Manager () f'- I A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING A SETTLEMENT AGREEMENT BETWEEN ECKO.COMPLEX, LLC, D/B/A ECKO UNL TD., ("ECKO") AND THE CITY OF MIAMI BEACH REGARDING OUTSTANDING VIOLATIONS OF THE CODE OF THE CITY OF MIAMI BEACH AND PROVIDING THAT THE FINE AMOUNT BE REDUCED FROM $579,484 TO $50,000 AND FURTHER THAT A $50,000 DONATION BE PROVIDED TO THE CITY WITH THE TOTAL OF $100,000 INTENDED TO BE USED FOR THE PURPOSE OF COMPLETING A SKATE PARK ON A SITE TO BE PROVIDED BY THE CITY AND TO PROVIDE ECKO NAMING RIGHTS FOR SAID SKATE PARK WITH THE APPROVAL OF THE COMMISSION. ADMINISTRATION RECOMMENDATION ANALYSIS Adopt the Resolution. At the November 13, 2002 City Commission meeting, a Settlement Agreement between Ecko.Complex, LLC ("Ecko") and the City of Miami Beach for outstanding Code violations was discussed. Attached please find a copy of the November 13th staff report regarding this Agreement. As a result of several concerns expressed by the Commission during the discussion, the Settlement Agreement has been modified. Specific changes that have been incorporated into the Agreement include the following: . A term of fifteen (15) years has been added as the time limit for the naming rights that are provided in the Agreement for Ecko. The Agreement also incorporates language that commits the City to negotiate an extension of said time; however, the City is not obligated to agree to any extension. . A provision has been added to the Agreement which makes clear that the City may at its discretion at any time cease utilization of the skate park. . A provision that transfers all warranties of fitness of purpose and safety to the City. With the changes incorporated, it is recommended that the City Commission approve the Settlement Agreement with Ecko for a provision of a skate park to the community. JMG/RCM/sam F:\CMGR\$ALLIBOBlEckocomm2.doc Attachments CITY OFMIAMl BEACH CITY HALL 1700 CONVENTION CENTERORIVE MIAMI BEACH. FLORIDA 33139 1WIW,p.IlIlli~.f1.ul To: From: SubjKt: COMMISSION MeMORANDUM Mayor DavidOermer and Members Of the City Commis&ion Jorge M. Gonzalez \ ~ CIty Manager 0 . 0 A RESOLUTION OF THEMAYQR dDCITYCOMMI$SION OF THE CITY OF MIAMI BaACH, FL... . . APPROVING A SETTLEMENT AGREEMENT BETWEEN eo . EX. LLC, OJ8/A EC~O UNl TO., ("ECKO") AND THE CITY MIAMI BEACH REGARDING OUTSTANDING VIOLATIONS OF THE CODE OF THE CITY OF MMI BEACH AND PROVIDING 'tHAT. '.FfNE AMouNT BE REDUCED FROM $579,484 TO $SO,ooOAND~ ..R THAT A. . 000 DONA1l0N BE PROVIDED TO THE CITYW ..OTAL OF $ OOINTENDeD TO BE USED FOR THE PURPOSE . MPLET4NG A SKATE PARK ON A SITE TO BE PROVIDED ay . .. CITY AND TO PROVIttE eCKO NAMING RIGHTS FOR SAID SKATE PARK WITH THE APPROVAL OF THE COMMISSION. Date: Noverriber 13, 2002 ._I'ftlAT'ON'.ReCCMuENOAnON AdQpt.th$Resolution. ANALYsts Durin~ ~M$rI1oriat DayW_k$ndin2001, the~!il)(Periencedelsj9n~ntimpa(:tfrom the illegal or inapp~opriate<iifltr:ibution of prorn()tiQi';lalJ1yers and$tiCk",$a~()Oiatedwith different even~ ol;currjngol'l or near Miami~ph... ASP~ft of theCQde. Enfol'CEll'l1ent efforts for that weekend. ~9ko~Complex~ LLC, d.Ib!fi ~~oUnltd" (Eeko~wasCited t09li'.ther with a number of other companies for violations of the City's Code regardingfhe posting of signs on public property. In the specific case of Ecke, th~majority of violatiQ'o$wereassOciateciyJlth the distribution and use ofalargenumberQf2 inch by 2 inch~~ick~~.t1~~rii'19.t~ename ofEc~o Unltd. The sheer number of the stic.kers at the City's ~f~r>f'~~Q().O()per stiCker resulted. in a fine levied againl!lt Eeko of$Q59;610. A sel;<mdnotij:')8ohiolation was also issued for stickers in the amount of $19,874 fora total of $579,484. Ecko has m81~ined that they are not guilty of avjp.ll\I~en oftheCiW's CodeOrdiliances inasmuch as their employees did not direC?;tly,p:'~~~stk?kersin question. on public property, and further that there were esnu~il'lg;Ct~~q;t~tance$ inasmuch as ttrestickers were stolen from a company vehicle. ecko~... mi;linl:ained that the City. has no awthority to prosecute Ecko under the City Codet cc nelect as there was not a provision 343 in the Code that. allowed prosecution of benefICiaries of the illegal display of $tickers on public property. The City has $ubsequentlychangecHhe City COde to speqifically reference the beneficiary of any iIlegalsig nage or posting at a specific violation in order to clarify this part of the COde. Since the Memorial Day 2001 event, the City has been in discussions with Ecko on how to resolve the outstanding fines. Dissussions betwe$n the parties over time moved from an adversariallitigious posture to onf;lln which each of the partiesrecqgnlzethatthere may be a mutually beneficial and amicable agreement that could be reached. . The result of the discussions between the parties is embodied in the attached Settlement Agreement and is a positiveapptoach to the problem. The Settlement Agreement recognjzes thatthere may be a quEtstiol'ulble ability by the City to s~ccessfullyprqsecutetheoumtanding vifjlations againstEOkOa~Qprovidesa $50,000 settlement to the City for the fines in question. In and of itself. t~ei$50,OOO settlement is substantiatas gene~llythe City has a poor record of collecting these types oHinesfrom out-of-area. companies. More signfficantly. the Agreementprovi~es that to recqgnjze the desire of the. parties to enter into a long terrtl and cooperativearrahg~entthata $$0.000 donation is to be provided to the City to facilitate the constructiqnof a skate park. The Agreement provides that the $1 00,900 total of'the.settlementanddonation amounts will be used byEcko to build the City a skate park ina place chosen by the City Within a 24 month period of time. Within 36 months, the City must have a site prepared for (paved) construction by Ecko. In the event that the CUy cho~s nolto bUild a skat~park, OT can not pick a site within 2 years, the Agreement provjdesthatthe$50,ooOsettlementwillbe retained by the City in full satisfaction of outstandinglienslfines and the donated $50,000 will be retumed bEcko. Ecko hci$ agreed to assl$t the City with constl'Uction by providing for the design and actually ..arranging to nave a contractor agreed upon by the City and Ecko build the facility under Ecko's direction. As the Commission is aware, thereeent report ofthe61ue Rtbbo~ Con,mitteeto review the Parks and Recreation System recQrnmendedasa highpriolity ~ construcijon ofa skate parkwithin the community. ThisAgreementVoloul~ a~ist in $atl$fyi~g thtiit reqtlirementand provide to the City a much needed facility that woulclbe of beneflttothe community. Ecko benefits from the Agreement in that they seil a linEl of clothing aime(j at young people In the age bracket most heavilya$SfJciated with skateb~ardin~ and they also own a subsidiary company that builds skate bOards. Tothalend. the Company has ~.I'essed an interest in utilizing the facility for future commercial or photographic promotions that would further benefit both parties. Ecko also maintains a relationship with a number of companieS thatm~ht have an interest in paying the City for advertising that WQulcI be attached to the sk&itepark. Forexample: shoe or skate board companies that promoteto,p()t$~~ltI$8t$Of the skate park facility might be willing to buy a banner or advertisingpatlel8t thefacititythat would help defray any operating costs. 344 The Agreement also reflects that Ecko. as part of the donation of the $50 ,000 for the skate park is granted the ability to name the skate park. The name of the skate park would be subject to final approvaJby the City Commission and is consistent with requirements of facility naming for which a donation has been provided. The Settlement Agreement takes what otherwise was an adversarialenforcement action and tumsit into an exciting and mutually beneficial opportunity between the CitY and a private company. The community is able to receive the immediate benefit of a skate park and to expand business relationships and opportunities on Miami. Beach with the Ecko Companies and subsidiaries. The Settlement Agreement tepresli!nts a very positive m~QC1 in whieh to resolve an outstanding issue to the benefit of the community and approval of said Agreement is recommended. JMG/RCMlsam Eckoc:on .memo.doc Attachment 345 ~~[[~~[~~ ATTOHNEYS AT L!\.W 1~~~~1~ ;'=J t' J\ \..1 cD 03 JAN I 0 PH II: I 6 L i i Y [,1 i\ N E F:' S OFFtCE MEMORANDUM Via Hand-Deliverv To Bob Middaugh From Gary S. Reshefsky Date January 9, 2003 Re Ecko Enclosed please find 3 original Settlement Agreements executed by Ecko. Please return a fully executed original to me. Should you have any questions, please contact me at (305) 579- 0737. EncIs. .200d -UtJ77 I SETTLEMENT AGREEMENT I ,j ^-;IH~tfJ2- This Settlement Agreement is hereby made and entered into as of this ~day ~ 2002, by and between Ecko.Complex, LLC, d/b/a Ecko Unltd., ("Ecko") a New Jersey limited liability company with an address at One Martin Avenue, South River, New Jersey 08882, and the City of Miami Beach, a Florida municipal corporation (the "City"); Witnesseth WHEREAS, the City has issued to Ecko two (2) citations, numbered CVOlO00959, and CE020000556 (the "Citations"), citing Section 82-412 of the Code of the City of Miami Beach, prohibiting the posting of signs on utility company property or public property (the "Sign Ordinance"), one of which was not appealed by Ecko to the City of Miami Beach Special Master; and WHEREAS, Ecko sought mitigation and settlement of fines imposed based on its belief and defense that service of the Notice of Violations (NOV) was improper and that it was not guilty of a violation, and denies liability under these NOVs and under the Sign Ordinance; and WHEREAS, for the purpose of promoting their mutual interests, and establishing a positive relationship between Ecko and the City, and for the purpose of amicably settling all outstanding issues and fines. THEREFORE, for and in consideration of the mutual promises contained herein, and other good and valuable consideration, in hand paid, the receipt and sufficiency of which are hereby acknowledged, Ecko and the City agree as follows: 1. Recitals. The recitals set forth above are true and correct and are incorporated herein by this reference. 2. Settlement Amount. In consideration of the release set forth in Section 11 hereto, Ecko will furnish a skate park for the City (the "Skate Park"), in accordance with the terms of this Settlement Agreement. Within 10 days of the execution of this Agreement, Ecko shall pay to City $50,000 (the "First $50,000"), which City shall place in an interest bearing escrow account with interest accruing to the City. While it is the City's intention to build a skate park with the settlement amount and funds further defined in the agreement, if the Skate Park does not receive permission from the City Commission to be constructed in the manner set forth herein within time frames specified in Section 4 of this Agreement, then such $50,000 will be released to the City and constitute a full and complete settlement for all outstanding code enforcement matters as defined herein. 3. Donation Amount. To assist the City in the completion of a Skate Park, Ecko will provide to the City a donation as defined herein. Within 90 days after execution of this Agreement, Ecko shall deposit a second $50,000 (the "Second $50,000) into an interest bearing Greenberg Traurig escrow account. Any interest earnings shall be retained within the account and shall be used for the Skate Park construction I. These funds, along with the First $50,000 will be drawn upon by the City to pay invoices submitted by Ecko to construct the Skate Park. If the City has not approved the Skate Park including naming rights as hereinafter described within the time frames specified in Section 4 of this 1 If the City elects to construct the Skate Park, any excess interest shall accrue to the City. Settlement Agreement F:\cmgr\$ALL\BOB\final draft Ecko settlement.DOCPage 1 of 4 Agreement, Greenberg Traurig shall release the Second $50,000 and any interest accrued hereto to Ecko. 4. Time Frame. The site for the Skate Park must be selected and approved by the City Commission, cleared, paved, and ready for construction within 26 months after execution of this Agreement. 5. Other Offers. The City may solicit, entertain and select other offers for the construction and naming of a skate park after execution of this Agreement, and before Ecko receives permission from the City Commission to be constructed. 6. Location and Construction. 6.1 The City shall choose the site for the Skate Park and obtain all necessary government and community approvals. At the City's cost, the City shall obtain all necessary construction permits to construct the Skate Park. The site provided by the City for the Skate Park will be a smooth paved surface, and the condition of the pavement will be in a form reasonably acceptable to Ecko. 6.2 The land provided by the City for the Skate Park may be a portion of a larger contiguous parcel of land. (The larger parcel shall be referred to herein as the "Parcel"). The parties acknowledge and agree that there may be other amenities on the Parcel, in addition to the Skate Park. The design, manufacture, construction, and installation of such other amenities are the sole obligation of the City. 6.3 The City shall furnish Ecko with accurate site plans of the Parcel, and any other information necessary for the design and construction of the Skate Park, along with geotechnical studies, if necessary. 6.4 Within 10 days after receipt of the site plans, at Ecko's cost, Ecko shall propose two designs for the Skate Park with a construction budget of approximately $100,000.00. Such designs will be subject to the City's approval. The designs to be submitted will provide areas to display advertising in the Skate Park. Ecko shall be responsible to engage the contractor. The contract shall provide a gross maximum price; Said contract shall be subject to the approval of the City. 6.5 Upon approval of the plans by the City's and all other required municipal approvals, Ecko' s contractor shall construct the Skate Park in accordance with the approved plans. Contractor shall submit invoices to Ecko and the City which shall be paid by the City from escrowed funds; additionally, on request from the City, Greenberg Traurig shall also release to the City from the escrow account sufficient funds to pay invoices for the Skate Park construction. The City shall have the sole discretion to determine from which escrow account an invoice shall be paid. The payment must be approved by an Ecko representative and a City Manager Representative prior to payment from either fund. The contractor will be properly licensed and will furnish appropriate insurance and bonds for the work. The City shall have the right to approve the contractor. The City shall obtain any and all necessary permits for the work. Settlement Agreement F:\cmgr\$ALL\BOB\final draft Ecko settlement.DOCPage 2 of 4 6.6 Upon final completion of the Skate Park: (a) all right and title to the Skate Park capital improvements, fixtures and personal property shall be assigned to the City by Ecko, subject to the covenants contained in this Settlement Agreement; (b) the City shall be solely responsible for insurance and maintenance of the Skate Park; and (c) Ecko shall have no further obligations with regard to the Skate Park whatsoever, except as set forth in this Settlement Agreement. 6.7 Ecko will assign all designer, contractors, subcontractor or manufacturer warranties to the City; including warranties of fitness of purpose and safety. Except for those warranties assigned to the City, Ecko disclaims any oral or implied warranties, with respect to the Skate Park. 6.8 Ecko's obligation to construct the Skate Park, exclusive of the cost of design will be capped at the $100,000, plus any interest earnings, as set forth above. The City will. only be responsible for any costs of construction in excess of $100,000, which results from approvals granted by the City. 6.9 After all approvals are obtained from and by the City, Ecko will have 120 days to complete construction of the Skate Park. 7. Advertising. City may at its sole discretion sell advertising rights within the Skate Park. Revenues raised from such advertising may be used to fund either the construction of the Skate Park in excess of the $100,000 contributed by Ecko or the operations of the Skate Park; any remaining funds shall belong solely to the City. 8. Release. Except for the First $50,000, Ecko will be released from obligations contained herein if the City does not provide Ecko with a ready site within time frames specified in Section 4 of this Agreement. 9. Naming and Publicitv. In consideration of the donation of money and professional services set forth herein, the City hereby grants to Ecko any and all rights to name the Skate Park. The City shall obtain any and all necessary City approvals for the name selected by Ecko, including approval of the Community Affairs Committee, as set forth in Section 82 of the City Code. The naming rights granted herein: (a) shall continue so long as the Skate Park is used as a skate park; and (b) so long as Ecko is in existence but for a period not to exceed 15 years commencing at the time the Skate Park is opened to the public; and (c) may be assigned with the approval of the City Commission at its sole discretion. Ecko or its assignee may change the name of the Skate Park at any time with the approval of the City Commission at its sole discretion. In the event that the name of the Skate Park is changed by Ecko or its assignee then said parties shall fully compensate the City for the cost of a new sign to be erected on the Parcel, but that shall be the limit of the liability of Ecko or its assignee. The City shall refer to the name of the Skate Park in its website and City literature. The Skate Park may be denoted by an appropriate sign, which shall not exceed (7 ft x 11 ft). 10. Agreement to Negotiate for an Extension. The City agrees to negotiate with Ecko for up to a 5 year extension of the rights set forth in paragraph 9 above. Ecko must exercise the its desire to negotiate in writing, by certified mail, return receipt requested, to the then City Manager, no earlier than 730 days nor later than 180 days prior to the termination of Settlement Agreement F:\cmgr\$ALL\BOB\final draft Ecko settlement.OOCPage 3 of 4 IN WITNESS WHEREOF, this Settlement Agreement is made and entered into as of the day and year first written above. WITNESSES: ~ CJDJl Name: At\~ C. v... 'S', \~" Name: WITNESSES: :/U~lZt) ~Q..~ Name: S'\la..h;"" A. mf\8s Approved as to form and language and legal sufficiency Ecko Complex, LLC bY:~ City of Miami Beach By: 9~~~ Name: {J J C)':5~ GI9I'/z..M~?.-. Title: (!~ ,L-( ~Do::J ~ \ - I 0- d;J Date Settlement Agreement F:\cmgr\$ALL\BOB\final draft Ecko settlement.DOCPage 5 of 4 --'II Via UPS-Next Dav Robert Middaugh 1700 Convention Center Drive Miami, Florida 33139 Re: Miami Beach Violations-Ecko Dear Bob: ;)00 ~-, '2S'b-n THE ECKQ UN LTD. co. 1 Martin Avenue South River,/, NJ 08882 732., 43<!. 5400 ph 732. 432, 5410 fax www.ecko.com ~ January23,2003 Enclosed please find the first payment of $50,000.00 in accordance with our Settlement Agreement. We lo?k forward to working with the City on this projectand if you ever have any questions or comments, please contact me. . MPUacd Enclosures Cc: Gary Reshefshy '*' Greeberg Traurig. P.A. 1221 Brickwell Avenue Miami, Florida 33131 .. " Michael Lynch , VP Legal! Assistant General. Coun~el Cl -" ...., ;::::-~"'~ ... ,; 01- 111"' Q W C-. J:>o :z: N w -0 :x co .. W \D rn ?,r~ ...) ECKO. COMPLEX LLC cJ.80J.., -"U'o77 ------- 9296 1st $ 50,000.00 50,000.OC j!rl- /It)b~ r I (2 /cI deNt:J. Beach $50,000.OC ---,.--- ~ i ECKO.COMPLEX LLC ONE MARTIN AVENUE SOUTH RIVER, NJ 08882 o PNCBAN< 9296 55.1fiOI312 ~ ~ 8 ~ 9296 Jan 22, 2003 ***$50,000.00 lill ~ CHECK NO. DATE AMOUNT ~ g ~ PAY TO THE ORDER OF: Fifty Thousand and 00/100 Dollars 1I"00q 2ql;lI" ':0:11. 2071;071: City Of Miami Beach City Hall 1700 Convention Center Drive Miami Beach, FL 33139 Memo: :,.l:"~;L" F'I:> " 'Hi.:S r,,;;cr:(Jc!";i.;" 2C)~TU\.: S0R[;E"'S .:::C'l::1Pi:::[1 p'~"EF ;.ST+;(:IAL WALER1,.\/~RK ON REVE"SE SlOE "!iSSING FEATURE INDICATES A COPY ~- v ."' '-""'_"""""~'--'~-~'''"'''''t''.. MPUacd Enclosures Cc: Gary Reshefshy >.l' Greeberg Traurig, P.A. 1221 Brickwell Avenue Miami, Florida 33131 (~~ c o "" <- ;0. :z N "" -0 :::.;: ( ~"~~ -, I ~ -. -1". C): ~- i-,"1 9? "" \0 .. -' .'