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HomeMy WebLinkAbout9/5/2007 - STAFF REPORTS - 2.T. iy V N .yc0 rS "o -0clFDRH, CITY COUNCIL STAFF REPORT DATE: September 5, 2007 Consent Calendar SUBJECT: APPROVAL OF UPDATED CONTRACT WITH HARRELL & COMPANY FOR FINANCIAL CONSULTING SERVICES FROM: David H. Ready, City Manager BY: Department of Community and Economic Development and Department of Finance and Treasury SUMMARY Suzanne Harrell of Harrell & Company Advisors, LLC, has acted as the City's Financial Advisor for many years and provides the City with a variety financial consulting services including the structuring of bond issues and the preparation of the ongoing Continuing Disclosure Statements, as well as other reports to the various rating agencies. Harrell & Company's contract, however, is nearly seven years old and needed to be updated. This action would approve a new contract with Harrell and Company Advisors, LLC to continue with the firm acting in this capacity. RECOMMENDATION: 1. Approve the agreement with Harrell & Company Advisors, LLC, for Financial Consulting Services. 2_ Authorize the City Manager to execute the agreement. STAFF ANALYSIS: Suzanne Harrell of Harrell & Company Advisors, LLC has served as the City's Financial Advisors for many years. Her firm has provided a variety of services dealing with financial analysis, assistance with Bond sales, preparation of each Bond Issue's Official Statement, the preparation of Continuing Disclosure Statements and other reports as required. Harrell & Company has provided service to the City and Agency over the last decade, assisting with the many financings the City or Agency ITEM NO. City Council Staff Report September 5, 2007—page 2 Approval of Harrell & Company Agreement for Financial Consulting Services has sold. Because of the past work with the City and Agency, she has significant knowledge about the past financings done by Palm Springs and provides staff with additional support and information as it is needed. The original contract was approved in December, 2000. While staff is recommending that Harrell and Company continue as the City's Financial Advisor, the agreement needs to be updated_ The term of the contract is for three years. The financial terms of the contract have not changed, except for the independent financial report preparation concerning PFC bond redemption, which was changed slightly. FISCAL IMPACT; There is no additional financial impact for general City or the Agency work. There is an increase of $1,000 for the airport with the PFC reports. Costs associated with bond issues are paid for as part of the bond issue. Report costs have been appropriately budgeted for in the FY 2007-08 budget. L hn ayry o d, Director of Community Crai . Gra es, Director of Finance condmtc Development a Treasurer � l David H_ Ready, Ci r Attachments: Agreement CONSULTING SERVICES AGREEMENT THIS AGREEMENT FOR CONSULTING SERVICES (the "Agreement") is made and entered into this _ day of 2007, by and between the City of Palm Springs, a public body, corporate and politic (the "City"), the Community Redevelopment Agency of the City of Palm Springs, a public body, corporate and politic ("Agency"), and Harrell & Company Advisors, LLC, a financial advisory firm ("Consultant"). RECITALS A. City and Agency require the services of a financial advisor in the development of sound and practical financing plans to implement financings that each undertake from time to time ("Bond Issuance"). B. City and Agency also require the services of a financial advisor to prepare and disseminate periodic reports required under Securities and Exchange Commission Rule 15c2-12 and under various trust indentures for previously issued debt ("Annual Reports"). C. Based on its experience, education, training, and reputation, Consultant is qualified to provide the necessary services to the City and the Agency and desires to provide such services. D. City and Agency desire to retain the services of Consultant. NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, City and Agency agree to retain and do hereby retain Consultant and Consultant agrees to provide services to the City and Agency as follows: AGREEMENT 1. CONSULTANT SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall perform the work or services set forth in the Scope of Services attached to this Agreement as Exhibit "A" and incorporated herein by reference (the "services" or "work"), which includes the agreed upon schedule of fees. Consultant warrants that all services and work shall be performed in a competent, professional, and satisfactory manner in accordance with all standards prevalent in the industry. In the event of any inconsistency between the terms contained in the Scope of Services and the terms set forth in the main body of this Agreement, the terms set forth in the main body of this Agreement shall govern. 1.2 Compliance with Law. All services rendered under this Agreement shall be provided in accordance with all laws, ordinances, resolutions, statutes, rules, and Revised:2J09107 507639 2 0 3 regulations of Agency and any federal, state, or local governmental agency of competent jurisdiction. 1.3 Licenses and Permits. Consultant shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that it has carefully considered haw the work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the work under this Agreement. 2. TIME FOR COMPLETION. Consultant shall not be accountable for delays in the progress of its work caused by any condition beyond its control and without the fault or negligence of Consultant. Delays shall not entitle Consultant to any additional compensation regardless of the party responsible for the delay. 3. COMPENSATION OF CONSULTANT 3.1 Compensation of Consultant. For the services rendered pursuant to this Agreement, Consultant shall be compensated and reimbursed, in accordance with the schedule of fees set forth in Exhibit "B." 3.2 Method of Payment- Consultant submit to Agency in the form approved by City's Finance Director and Treasurer an invoice for services rendered prior to the date of the invoice. Payments shall be based on the fees as set forth in Exhibit "B" for authorized services performed. City and/or Agency shall pay Consultant for all expenses stated thereon, which are approved by City and/or Agency consistent with this Agreement, within thirty (30) days of receipt of Consultant's invoice. With respect to Bond Issuance, payment for fees and expenses as described in Exhibit "B" shall only be payable from proceeds of any bonds issued, and are contingent on the issuance of such bonds. 3.3 Changes. In the event any change or changes in the Scope of Services/Work is requested by City or Agency, the parties hereto shall execute a written amendment to this Agreement, setting forth with particularity all terms of such amendment, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents or other work product or work when documents or other work product or work is required by the enactment or revision of law subsequent to the preparation of any documents, other work product, or work; 2 Revised:2109/07 5076392 0 0 Ma 0 0'.�` B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant's profession. 4. TERM 4.1 Term. The term of this Agreement is a 3 year period commencing from the date first written above. 5. COORDINATION OF WORK 5.1 Representative of Consultant. The following principal of Consultant is hereby designated as being the principal and representative of Consultant authorized to act in its behalf with respect to the services and work specified herein and make all decisions in connection therewith: Suzanne Harrell, Managing Director. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City and Agency to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager and Agency Executive Director, or his/her designee. It shall be the Consultant's responsibility to keep the Contract Officer, or his/her designee, fully informed of the progress of the performance of the services and Consultant shall refer any decisions that must be made by City or Agency to the Contract Officer. Unless otherwise specified herein, any approval of City or Agency required hereunder shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Consultant, its principals and employees, were a substantial inducement for Agency to enter into this Agreement. Therefore, Consultant shall not contract with any other individual or entity to perform in whole or in part the services required hereunder without the express written approval of City or Agency. In addition, neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City or Agency. 5.4 Independent Contractor. Neither City nor Agency nor any of its employees shall have any control over the manner, mode, or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. Consultant shall perform all services required herein as an independent contractor of City and Agency and shall not be an employee of City and Agency and shall remain at all times as to City and Agency a wholly independent 3 Revised:2109107 5071,39 9 �000�� contractor with only such obligations as are consistent with that role; however, City and Agency shall have the right to review Consultant's work product, result, and advice. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City or Agency. 5.5 Personnel. Consultant shall not alter the assignment of its personnel without the prior written approval of the Contract Officer. Acting through the City Manager and Agency Executive Director, the City and Agency shall have the unrestricted right to order the removal of any personnel assigned by Consultant by providing written notice to Consultant. 6. INSURANCE I Consultant shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in Exhibit "C", which is attached hereto and is incorporated herein by reference. 7. INDEMNIFICATION. To the fullest extent permitted by law, Consultant shall defend (at Consultant's sole cost and expense), indemnify, protect, and hold harmless City and Agency, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (Consultant's employees included), for damage to property, including property owned by City or Agency, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by Consultant, its officers, employees, representatives, and agents, which Claims arise out of or are related to Consultant's performance under this Agreement, but excluding such Claims arising from the negligence or willful misconduct of the City or Agency, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant's indemnification obligation or other liability hereunder. B. RECORDS AND REPORTS 8.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. 8.2 Records. Consultant shall keep such books and records as shall be necessary to properly perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all reasonable times, 4 Devised.2/09107 5076392 0000up 3 including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of this Agreement shall be the property of Agency and shall be delivered to Agency upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City or Agency of its full rights or ownership of the documents and materials hereunder. Consultant may retain copies of such documents for its own use. Consultant shall have an unrestricted right to use the concepts embodied therein. 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Cost Records. Consultant shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred while performing under this Agreement and shall make such materials available at its offices at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment for inspection by City or Agency and copies thereof shall be promptly furnished to Agency upon request. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Waiver. No delay or omission in the exercise of any right or remedy of a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City or Agency shall be deemed to waive or render unnecessary City or Agency's consent to or approval of any subsequent act of Consultant. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 9.3 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party- 5 Revised.2/09/07 5076,192 000007 9.4 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 9.5 Termination Prior to Expiration of Term. City and Agency reserve the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Consultant, except that where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the Agency. Upon receipt of the notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer thereafter. Consultant may terminate this Agreement, with or without cause, upon thirty (30) days written notice to Agency. 10. CITY AND AGENCY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liability of City or Agency Officers and Employees. No officer or employee of City or Agency shall be personally liable to the Consultant, or any successor-in-interest, in the event of any default or breach by City or Agency or for any amount which may become due to the Consultant or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person or group of persons on account of race, color, creed, religion, sex, marital status, disability, sexual orientation, national origin, or ancestry. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. G Revised:2109/07 507639.2 To City: City of Palm Springs Attention: City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Agency: Community Redevelopment Agency of the City of Palm Springs Attention: Executive Director 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Consultant: Suzanne Harrell, Managing Director Harrell & Company Advisors, LLC 333 City Boulevard West, Suite 1430 Orange, CA 92868 11.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and cannot be amended or modified except by written agreement. 11.3 Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 11.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties hereunder. 11.5 Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. 7 Revlsed,2109107 5076392 000009 IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. "CITY„ City of Palm Springs Date: By: David H. Ready, J.D., Ph.D. City Manager "AGENCY" Community Redevelopment Agency of the City of Palm Springs Date: By: David H. Ready, J.D., Ph.D. Executive Director APPROVED A5 TO FORM: ATTEST By: By: Douglas C. Holland, James Thompson, Agency Counsel City Clerk "CONSULTANT" Harrell & Company Advisors, LLC Date: By : Suzanne Q. Harrell Managing Director 8 Revised:2109/07 5076392 ©06616�{j,�y pgyhp��, EXHIBIT "A" CONSULTANT'S SCOPE OF SERVICES/WORK Bond Issuance 1. Financial Assessment. Develop alternative structures for the Bond Issuance for review and approval by the City or Agency. Size the bond issue, structure those terms and conditions which most advantageously meet demands or current market conditions and the City's or Agency's objectives. 2. Prepare Revenue Projections (if required) for inclusion in the Official Statement. 3. Financing Schedule. Develop and monitor the schedule of activities during the financing to assist the City in meeting agenda deadlines and public notice requirements. 4. Document Review. Review and comment on all legal documents prepared by the City's bond counsel to ensure conformance with the proposed financing structure. 5. Disclosure Issues. Provide technical support in defining disclosure issues necessary to meet GFOA guidelines. 6. Official Statement. Prepare the Preliminary and Final Official Statement to be used in connection with the offering of the bonds, and in a competitive offering, prepare the official notice of sale and notice of intention to sell bonds. Arrange for printing and mailing of the Preliminary Official Statement. Revise the Preliminary Official Statement for final interest rates and tables related thereto. Arrange for printing and distribution of Final Official Statement within seven business days from the sale date. 7. Rating and Insurance Agencies. Submit documentation, conduct negotiations and attend meetings with rating agencies and bond insurance companies as may be required. 8. Timing of Sale. Advise the City or Agency of market movements, trends and developments and make recommendations as to the timing of the sale of the bonds in relation to market conditions. 9. Pricing (Negotiated Offering). Review the Purchase Contract prepared by the Underwriter and advise on the proposed pricing by the Underwriter. 9 Revised:2109ID7 507639 Z 0 C1(�0 ry �9 ��r. 10.Pricing (Competitive Offering). Coordinate the plans of the bid opening, evaluate the bids submitted, check for mathematical accuracy, advise the City or Agency of the bids and make a recommendation as to award. Revise cash flows for final pricing information and order securities for bond defeasance escrow, if required. 11.Bond Closing. Review the proposed arrangements for closing and delivery of the bonds including certificates and representations of other parties to ensure certification of information relied upon in the financing. 12.Bond Administration. Advise the City and Agency in administration of the financing after bond closing. 13.Attendance at Meetings. Attend all meetings of the working group and the City Council or Agency Board as required. Annual Reports e Continuing Disclosure 1. On an annual basis, prepare the Annual Report required by each Continuing Disclosure Agreement/Certificate and submit the Annual Report to the Dissemination Agent, if applicable, or directly to the Repositories. o Other Reports 2. Prepare the Report of Independent Financial Consultant, if any, required by the indentures. 3. Prepare any additional reports as requested. 10 Revised:2109107 507639.2 EXHIBIT B SCHEDULE OF COMPENSATION Bond Issuance Fixed fee of $20,000 for a principal amount of Bonds issued up to $2,000,000 principal amount; an additional $7,500 for each $1,000,000 principal amount of Bonds issued in excess of $2,000,000 up to $4,000,000; an additional $5,000 for each $1,000,000 principal amount of Bonds issued in excess of $4,000,000 up to $10,000,000; an additional $2,500 for each $1,000,000 principal amount of Bonds in excess of $10,000,000 up to $15,000,000; and an additional $1,250 for each $1,000,000 principal amount of Bonds in excess of $15,000,000, plus all out-of-pocket expenses, payable upon delivery of the Bonds. Annual Reports o Continuing Disclosure For each Annual Continuing Disclosure Report: Type of Financing Fee Tax Allocation $1,200 first issue for a project area $200 each subsequent issue for project area General Fund Lease $750 first issue, no charge for each subsequent issue Revenue (Enterprise Fund) $1,500 each issue Special Tax/Assessment $1,500 each issue Payable upon completion of Annual Report r Revised:2109/07 $07619 2 Reports Report of Independent Financial Consultant re PFC $1,000.00 Bond Redemption -1998 PFC Bonds Report of Independent Financial Consultant re PFC $1,000.00 Bond Redemption -2006 PFC Bonds Preparation of the Payment Schedules — 1998 AD 155 No Charge Bonds Additional Reports of Independent Financial $500.00- Consultant $1,000.00 Payable upon completion of Annual Report 12 Revised,2/09/V 5076392 EXHIBIT "C" INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self-Insured Retentions, and Severability of Interests (Separation of Insureds) 13 Revised:2109107 507639.2 Insurance Consultant shall procure and maintain, at its sole cost and expense, and submit concurrently with its execution of this Agreement, in a form and content satisfactory to City and Agency, public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Consultant's performance under this Agreement. Consultant shall also carry workers' compensation insurance in accordance with California workers' compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extension thereof, and shall not be cancelable without thirty (30) days written notice to City and Agency of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City and Agency, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City and Agency prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Consultant's obligation to indemnify City and Agency, its elected officials, officers, agents, employees, and volunteers. A. Minimum Scope of Insurance. The minimum amount of insurance required hereunder shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence; 2. Professional liability (errors and omissions) insurance with limits of at least three million dollars ($3,000,000.00) per occurrence; and, 3. Workers' Compensation insurance in the statutory amount as required by the State of California and Employer's Liability Insurance with limits of at least one million dollars $1 million per occurrence. For any claims related to this Agreement, Consultant's insurance coverage shall be primary insurance as respects City or Agency and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City or Agency and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Consultant's insurance and shall not contribute with it. For Workers' Compensation and Employer's Liability Insurance only, the insurer shall waive all rights of subrogation and contribution it may have against City or Agency, its elected officials, officers, employees, agents, and volunteers. B. Errors and Omissions Coverage. If Consultant provides claims made professional liability insurance, Consultant shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Consultant's services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier, or equivalent coverage with another company, in the amount required by this Agreement 14 Revised:2/09/07 5076392 000016 for at least three years after completion of Consultant's services under this Agreement. Consultant shall also be required to provide evidence to City and Agency of the purchase of the required tail insurance or continuation of the professional liability policy. C. Sufficiency of Insurers. Insurance required herein shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of A-, Class VII, or better, unless otherwise acceptable to the City and Agency. D. Verification of Coverage. Consultant shall furnish City and Agency with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City and Agency before work commences. City and Agency reserve the right to require Consultant's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies- E. Deductibles and Self-Insured Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City and Agency. At the option of the City and Agency, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City andAgency, its elected officials, officers, employees, agents, and volunteers; or, Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. F. Severabili!y of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. 15 Revised:2109/07 507639.2