[JK: Following the publishing of this piece, the story has had additional developments. The story about the “sleepover” had previously received coverage from several television news programs. This evening, Channel 10 news ran a story. Their story reported that Warren County had contacted the Saratoga County Sheriff’s Department about the party. Channel 10 contacted Saratoga County Sheriff Michael Zurlo who told them that his office “…is now investigating.”]
Our new Saratoga County Public Health Commissioner seems to be following the tradition of our county government in terms of opacity and dubious management. This is deeply troubling for a job in which informing the public is critical to both maintaining credibility in general and effectively implementing programs to control the spread of COVID-19.
An Email Goes Unanswered
On December 18 I wrote to both Human Resources Director Margaret (“Marcy”) McNamara and Public Health Commissioner Daniel Kuhles asking why the county had been having such difficulty in hiring contact tracers.
Ms. McNamara promptly responded with an email saying that she was referring my question to Dr. Kuhles and copied Dr. Kuhles.
Dr. Kuhles has not responded nor even acknowledged my email.
Multiple Violations Of COVID Restrictions? In Saratoga County apparently no one cares.
In the December 29 edition of the Daily Gazette there was a story about an “underage drinking party and sleepover…that drew more than 50 or more travelers, one of whom was infected.” The party apparently happened in Wilton.
Warren County reported that its health workers had documented at least 10 new cases that “appear to stem” from the party. Apparently Warren County does contract tracing.
According to the Gazette:
Saratoga County officials have given no public indication they are looking into any such party — which would be in direct violation of the state’s 10-person limit on such gatherings as well as alcohol consumption laws — or looking at its potential impact on public health.
December 29 edition of the Daily Gazette
The Gazette reported that when they inquired about the party, an unnamed spokesperson for the county “provided a general quote from county Health Commissioner Dr. Daniel Kuhles on the importance of personal hygiene…” The spokesperson claimed “further comment was impossible because law enforcement is involved in the investigation.”
But Sheriff Zurlo May Not Be Doing COVID Enforcement…
The problem with this explanation is that Sheriff Michael Zurlo told Channel 6 News in November that he was not going to enforce Governor Cuomo’s executive order on limiting gatherings regarding Thanksgiving.
“I can’t see how devoting our resources to counting cars in citizens’ driveways or investigating how much turkey and dressing they’ve purchased is for the public good.”
Sheriff Michael Zurlo November 16
Sheriff Zurlo’s contemptuous reference to “how much turkey and dressing” does not inspire confidence that he took the threat of the virus very seriously. It does not inspire confidence that his department is responsible for enforcing COVID-19 restrictions.
So it is unclear, not withstanding Dr. Kuhles explanation, that law enforcement is actually involved. I am not a fan of Governor Andrew Cuomo but I do enjoy his straight talk about people who violate COVID restrictions. It would seem that this would have been an opportunity for Dr. Kuhles to have said something forceful rather than issue a call for people to wash their hands.
Contrast The County Response To Saratoga Springs
Back in March Commissioner Robin Dalton told the Daily Gazette:
“Maintaining social distance and the guidelines put in place by Gov. [Andrew] Cuomo will be key. As a city, we will be enforcing them through warnings, and ticketing and fines if needed, because your actions are that important. Our health and safety depend on them.”
Commissioner Dalton
Here is a link to the story on Saratoga Springs enforcement:
I attempted to listen to the December 15, 2020, Saratoga County Board of Supervisors meeting. It was an exercise in frustration. Imagine sitting in the second row of a Rolling Stones concert and trying to listen in to what a group of people in the row in front of you were saying. Regrettably, it lacked the benefit of hearing and watching Mick Jagger.
In order to address the danger of contagion, the Governor issued an executive order that waved the requirement under the Open Meetings Law that the public be allowed to attend meetings of elected officials. The order stipulated that the public could be restricted from attending, but it required that the public be able to listen in on the meeting and that a transcript be posted.
Unlike Saratoga Springs city government which provides a live stream video of their meetings, the Board of Supervisors’ meetings are neither live streamed nor do they post videos subsequent of their meetings.
This is consistent with their hostility to public scrutiny. One of the findings of the independent investigation into the COVID pay scandal was that the Supervisors had repeatedly violated the Open Meetings Law.
The lack of video also reflects the failure of the county to develop modern information technology capabilities. Yet another example of the lack of effective management and indifference to the public.
To meet the Governor’s requirements the Supervisors set up a system where people could call a special telephone number to listen to the meetings.
There were two problems with this set up. First of all, apparently at least some of the participants were using Zoom with mixed results. While a few speakers were clear, many were muffled or garbled. At times some of the participants spoke over each other which made it impossible to make out what they were saying.
Worse, speakers rarely identified themselves so one rarely knew who was talking.
This may have technically meet the requirements of the Open Meetings Law during COVID, but it most assuredly did not meet the spirit of the law.
I am not sure who is responsible for the transcript. Given that these meetings can go on for hours, it is a yeoman’s task to write all of this down. I assume it is the responsibility of the Clerk of the Board of Supervisors. If it is she, to her credit she does a very good job but there is a long delay before the minutes are posted. I am writing this on December 27th and the minutes of the December 15th meeting are still not up.
I complained to our Supervisors and received the following responses:
Our meeting went very late last night and sorry for not responding yesterday. Also apologies for the bad audio at the County. We are planning on investing a large sum of money next year to make our Board Meeting room state-of-the art with a new audio system that can be integrated into a on-line meeting system, as well as cameras in the board room and committee room that can live-stream our meetings online. It should have been done years ago. Until that gets done, it will be difficult.
Supervisor Matthew Veitch, email December 16, 2020
I’m personally thrilled that we were able to include funding for LONG needed tech updates, as well as increase public information funding and placing it under the Board itself to support being more responsive and improving communication with the public – who should always be the priority.
According to an article by Wendy Liberatore in the December 17, 2020, edition of the Times Union, the county has yet to decide what action to take regarding its County Administrator, Spencer Hellwig, if any. As the readers may recall, an independent report commissioned by the county documented repeated mismanagement regarding COVID-19 raises.
Liberatore reports that Ballston Supervisor Eric Connolly will be authorized to decide who, if anyone, will be disciplined for the COVID19 bonus debacle.
Connolly is quoted: “The personnel matters that I have been authorized to deal with are internal and therefore must remain confidential,” so we may never know if they do anything.
Connolly did offer that the External Report Review Committee, which he chairs, will be making recommendations to the Board of Supervisors about reforms growing out of the pay raise debacle.
Whatever Connolly should decide, the potential takeover of leadership of the Board of Supervisors in January by representatives of the larger towns in the county puts further doubt on Hellwig’s future. Members of the insurgent supervisor group had pushed earlier this year for his dismissal. There is reason to believe that the change in leadership puts Human Resources Director Margaret (“Marcy”) McNamara’s future in jeopardy as well.
I chose as my profile picture my English Setter, Miss Kate. She is the power behind the thrown. I have trained and hunted English Setters for some forty years…Miss Kate is the best. She is my pal.
Miss Kate at two months old points a planted quail
As the number of COVID cases continues to climb, Saratoga County fails repeatedly to hire the appropriate number of contact tracers.
According to the December 16, 2020, Daily Gazette, “… [Saratoga} county has seen its number of active cases grow more than five-fold since the middle of November, setting several new daily records for number of cases confirmed.”
On Tuesday, December 15, 2020, the Saratoga County Board of Supervisors authorized the hiring of an additional 25 contract tracers which brings the authorized number to 75. Yet the county has stumbled for months unable to fill the original target of 50 set back in May.
State guidelines require 30 tracers per 100,000 persons. As our county has a population of approximately 269,000, we should have at least 69 tracers.
According to the minutes of the November 4, 2020, Health and Social Services Committee of the County Board:
Currently they have hired 19 and of that 19, 3 did not work out leaving a total of 16 on staff. 10 of the staff are working part time hours and the other 6 work full time.
November 4, 2020 minutes
Stunningly, in the midst of the pandemic crisis this November we had the equivalency of about 10 full time tracers when we needed 69.
Does Anyone Think There Is A Problem?
The following people were listed as attending the meeting where the lack of tracers was discussed:
Present: Chairman Dick Lucia; Committee Members Todd Kusnierz, Darren O’Connor, Sandra Winney, Benny Zlotnick; Supervisors Tara Gaston, Mo Wright and Chairman of the Board Preston Allen; Chad Cooke, Matt Rose, County Administrator; Steve Dorsey, County Attorney; J. Wes Carr, Youth Bureau; Sandi Cross, Office for the Aging; Cathy Medick, Public Health; Michael Prezioso, Mental Health & Addiction.
This roster includes the Chair of the Board of Supervisors, seven other Supervisors, the County Attorney, a representative from Public Health, and the Deputy County Administrator.
Not one of these county officials asked the obvious question: Why in over six months are we utterly failing to deploy enough tracers?
Then, on December 2, 2020, the county’s Human Resources Department posted a notice that the county was no longer accepting applications for contract tracers!
Maybe An Effective Solicitation Might Help?
Until this week, the solicitation for applications on the county website was extremely brief. Missing was any information as to the requirements for the position. It simply announced the position and its pay rate and directed people to send in their resume to a person at a county address. That is send as in U.S. Mail.
So I called the county. It was then that I learned that the requirement for the job was the completion of an on-line, seven hour course at the Johns Hopkins University’s website and a flu shot.
I wrote to both Dr. Daniel Kuhles who is the new Saratoga County Commissioner of Public Health and to Margaret (Marcie) McNamara, head of the Department of Human Resources, asking why they thought the county had been unable to fill the positions.
I received a prompt reply from Ms. McNamara informing me that she had referred my question to Dr. Kuhles. I have not heard from Dr. Kuhles.
Hopefully, posting a proper solicitation (after eight months) on their website will assist in their efforts to recruit people.
Don’t Email That!
Interestingly, the new solicitation indicates, though, that neither email nor fax applications will be accepted. Why the county is requiring hard copies of applications to be mailed is hard to understand. If they want to hire people as quickly as possible, requiring applicants to use the U.S. Postal Service seems like just another impediment.
This is of course the holiday season. I went to the post office two days ago and the line was so long that I gave up trying to buy stamps that day. We have also been repeatedly warned by the media to expect delays in mail deliveries.
In The Middle of a Pandemic, Why Require Everyone To Work On Site?
Another odd thing about the solicitation and about the county’s policies in general is the requirement that people work on site, not remotely.
At the last Supervisors’ meeting Karen Hagen, the County District Attorney, requested approval to allow her staff, at her discretion, to work remotely. She pointed out that there is the risk that if a staff person tested positive for COVID-19 her staff could end up in quarantine unable to deal with arrests of criminals.
The Board ended up approving Ms. Hagen’s request, but when Supervisor Gaston tried to expand the option to other departments, she ran into push back. For those of us who have observed the county for some time, the response was Kafkian. The usual suspects complained that such an action was precipitous without the benefit of carefully crafted policies.
I find this particularly odd because the county already dealt with employees working remotely early on in the pandemic when the Governor required that municipalities limit on site personnel by 50%. This was what precipitated the notorious county COVID bonuses for those who would be required to work on site. Those who follow this blog will remember how these same people routinely violated rules, regulations, and procedures during this period.
Requiring that tracers work on site seems especially bizarre. If they are working in the same space, and one of them tests positive for the virus, the entire team might have to be quarantined.
There is also the obvious question as to why after all of this time, there is no policy to allow remote work. After all, the city of Saratoga Springs successfully addressed the need for remote work months ago.
A Violation of Labor Law?
The job notice describes the contact tracer jobs as contractual and warns that:
“These are “Contract” positions at $25/Hour and do not provide any additional benefits, ie: healthcare, paid time off.”
In addition it states:
“Saratoga County’s Contact Tracing program operates seven (7) days a week between the hours of 8:00 AM and 8:00 PM. Weekend and evening hours may be required depending on established schedule and the needs of the County. [their emphasis].
This limited information raises a number of concerns. Labor law discourages “contract” employment because it can be abused as a way to circumvent the paying of benefits like the employer share for social security and Medicare.
The employer does not give you all the things you need to do the job.
If you can be let go from a project at the discretion of the employer.
If you can choose to go to work or not without the worry of being fired as an employee.
If you control how many hours you work each week. [my emphasis]
So on its face it appears that given what the county is requiring, these positions do not meet the definition of a contract worker.
There is also the problem of attracting employees under these terms. If the contract employee must pay their own contribution for social security and Medicare and the amount the employer normally pays it will significantly reduce their pay. Just as problematic will be their need to set up the administrative requirements to withhold some of their income for taxes along with contributing to their social security and Medicare.
Could it Be That The County Leadership Doesn’t Believe There Is A Crisis?
So what I think happened was that one of the early executive orders issued by Governor Cuomo required counties (and other municipalities) to hire contract tracers. The county approved the hiring of fifty tracers in May, but the leadership of the county didn’t really believe in the threat of the pandemic. They went through the motions of approving tracers simply to comply with the executive order. It was only many months later, after WNYT (channel 13) did a story on the gross failure of the county to carry out tracing , that they finally responded to the issue of actually hiring the number of tracers they had approved months before.
Of course there is also the possibility that they simply created the positions and were so incompetent that they were unable to effectively hire people.
One can only hope that in January the Supervisors elect a chair who will clean house at the county and hire people who are competent to serve us.
In a separate post I will be writing about this week’s meeting of the Saratoga County Board of Supervisors (December 15, 2020) but the events at the meeting prompted me to ask Supervisors Tara Gaston and Matt Veitch about reform for Saratoga County.
The tradition at the Saratoga County Board of Supervisors has been to promote the chair of the Law and Finance Committee to the chair of the Board of Supervisors.
This year that would mean promoting Daniel Pemrick (Town of Greenfield) to head the Board. Pemrick has been a loyal member of the “Usual Suspects” who have been responsible for the litany of mismanagement we have all had to suffer through.
If they stay united, the Supervisors representing the largest municipalities have the votes to end this practice and appoint someone who has actually demonstrated the competence to be the chair.
I emailed both Tara Gaston and Matt Veitch to see if they would go on record as supporting change. I asked them “Do you plan to vote for Supervisor Pemrick [for chair of the BOS]? I interpret their responses that they will not be supporting Supervisor Pemrick.
From Tara Gaston:
No. In addition to the failures of current leadership, Pemrick and Allen both refused – several times – to recognize me at the Board when properly seeking to be recognized. While there is (unfortunately) no requirement that they do so in the rules, the behavior is disrespectful to another elected official, harms my ability to act on behalf of my constituents, and – particularly when considered with the failure to control the floor when personal or political debates arise in the course of a meeting – smacks of bias. I have made it clear that past practice (where the succession is also determined in closed caucus) does a disservice to County residents. I will be voting in January for the individual seeking the position who I believe is best positioned to steer the ship away from the rocks and work hard for County residents. Just as we obtain our positions as Supervisors through proving our worth and leadership to voters, so should a Chairperson to the Board.
Email from Supervisor Gaston, December 16, 2020
From Supervisor Veitch
As far as your second question, I am ready to vote for new leadership at the County Board of Supervisors for 2021. I won’t say anything more on that at this time.
The Saratoga County Prosperity Partnership (SCPP) has had a checkered history and now finds itself in financial trouble.
Prior to the creation of the SCPP, the Saratoga Economic Development Corporation (SEDC) had been set up by the Saratoga County Board of Supervisors to attract businesses to the county and create jobs. Supervisor John Lawler (Waterford) had tried to require the SEDC to add members of the Saratoga County Board of Supervisors to their board. SEDC declined to accept the appointments presumably because they didn’t want to become politicized and get sucked into the minefield that is the Saratoga County Board of Supervisors. Lawler and the usual suspects then created the SCPP and funded it using moneys from the county’s bed tax (a tax levied on hotels/motels).
Things did not go well with SCPP which produced very little in the way of economic development. There was a kind of shotgun marriage between SCPP and SEDC which has been rocky. That sordid story will be left for another time.
Our story is about the debacle in the SCPP funding this year.
The bed tax in Saratoga County has historically produced about $900,000.00 yearly in revenue for the county. The county designated half of that money to annually fund SCPP.
The problem is that COVID has devastated the hospitality industry and the income from the bed tax has plummeted this year
So now we are coming to the end of 2020. Based on the usual $900,000 income the county has paid SCPP $375,000.00 so far with the final payment to be provided in January for another $125,000.00. The problem is that the income from the bed tax is down 67% so SCPP will have spent approximately $300,00.00 more than the actual revenue that has been generated by the bed tax to fund them this year.
So, one might ask, how is it that no one noticed that this was a developing funding problem until this, the final month of 2020? Was no one in the county administration monitoring this? Did the SCPP alert anyone that there was a looming problem? Apparently not.
As if this were not bad enough, next year’s budget crafted by County Administrator Spencer Hellwig continues the magical thinking by projecting another $900,000.00 from the bed tax for next year to fund SCPP.
The minutes from the November 16, 2020 “2021 Budget Workshop” are instructive. Supervisor Phil Barret (Clifton Park) questions County Administrator Spencer Hellwig how the anticipated bed tax figure in the budget for 2021 was arrived at. Hellwig’s utter indifference to the fact that the number he submitted to the Board bore no relationship to reality is shameless.
He [Phil Barret] asked where that number was for next year. Mr. Hellwig said the number is $900,000. Mr. Barrett said it appears for 2020 bed tax is going to be down 67% that’s the estimate from the Treasurer. What was it before Covid, $1.1M?
Mr. Hellwig said the budget was $1.1M.
Mr. Barrett said that was pre-Covid. He said a 67% drop is a significant amount of money. We heard from the Chamber at the Economic Development meeting this month that first quarter will be very difficult with the loss of conventions, weddings and going into the winter which is always the worst quarter of the year anyway. He said the 2021 projection is rather rosy to say the least. Based on everything we have heard he doesn’t know how we would think we would receive $900,000 or anywhere near that. He asked Mr. Hellwig if he was sticking to that projection.
Mr. Hellwig said he put the tentative budget together and this Board makes the final decision. If there is a feeling that it is rosy or that number should be changed, that’s up to this Board to decide.
Mr. Barrett said he thinks there should be a realistic number and a transparent process. If the Board decides to spend $900,000 in the budget which would be all of his [Spencer Hellwig] estimate, he thinks there needs to be a realistic bed tax estimate. Then be honest everything over that amount is Fund Balance [JK: in simple terms the money tucked away in savings.] It’s not going to be bed tax, it will be fund balance if indeed we do indeed decide to spend over a certain amount.
Budget Work Shop Minutes
Supervisor Theodore Kusnierz (Moreau) then pressed Hellwig about the overspending this year. How was it that the county issued a contract for more than the moneys that were approved?
We have heard that the projected bed tax for 2020 is going to be down about 67% and by his calculations that is about $300,000 and the County provided $500,000. He said someone exceeded their authority, he believes. He wants to know how we got to something that was legislatively approved by this body to being more than what we approved. He doesn’t understand this.
Mr. Hellwig said he doesn’t know what else to say. The contract authorized the payments. The payments were made in accordance with the contract.
Mr. Kusnierz said he understands the payments were made in accordance with the contract. The contract doesn’t mirror what the Board approved.
Minutes of 2021 Budget Workshop
Hellwig again simply shrugs off the fact that the contract authorized money that the county tax would not cover.
Supervisor Lawler (one of the usual suspects) appears to be unconcerned that the horse has left the proverbial barn and that the SSPC does not have the money to pay back the county:
There is no way to know what the bed tax will total before the year is over. We have a very unusual year here due to the circumstances. He said what he believes the Administrator did was to follow past practice, to advance funds of $125,000 quarterly, no money has been advanced this quarter as Supervisor Kusnierz has stated it does not appear the sales tax is going to be sufficient to cover the allocations already made.
Minutes of 2021 Workshop
Granted there is no way of knowing precisely how much bed tax will come in by the end of the year, but it begs credibility that in March when the shutdowns in New York began, that the county and SCPP were unaware that they were facing a potential shortfall.
The Saratoga Springs Supervisors
I have written to the Saratoga Springs Supervisors, Matt Veitch and Tara Gaston, asking them to address this mess:
“I am writing both of you regarding recent developments that raise serious concerns over the county’s management:
Item #1:
It is my understanding that the Prosperity Partnership was to be funded from the income collected from the County’s bed tax in 2020. This year the County had anticipated paying the Partnership $450,000. It appears now that as a result of the pandemic that is approximately $300,000 more than the bed tax is producing. To cover this deficit the Partnership potentially will not receive a fourth quarter payment from the County and be required to reimburse the County for the balance due. Not surprisingly the Partnership is now hoping the County will cover this deficit.
In light of the scale of the loss, my question is why wasn’t this problem brought up months ago? Was this a failure by the County administration to monitor the declining revenue? What responsibility did Prosperity Partnership have in this matter? They had to be aware of the precipitous decline in the bed tax moneys. Did they contact the County about the crisis or did they simply keep spending the money knowing the source of their funding was falling short?
As the taxpayers are being asked to bail out the Prosperity Partnership, we deserve to know how all of this happened.
Item #2
According to two news reports on WNYT there have been serious problems in Saratoga County regarding the effective contact tracing of infected COVID-19 persons. Their stories documented that a number of people infected with COVID including a nurse and a WNYT reporter were never contacted for tracing even thought the County had been made aware of their infection.
WNYT reported that the standard model for determining how many contact tracers are needed is thirty per one hundred thousand. As the most recent numbers I have been able to find for the Saratoga County population is 229,863, we should have sixty-nine tracers. According to the Daily Gazette as of last week the County had only twenty-three.
I have also been told that the County budgeted for fifty. If this number is correct and in light of the many warnings of a spike in infections coming after Thanksgiving, why did the County wait until December 2, 2020 to post these jobs?
As COVID-19 is a deadly disease, the failure to properly trace is not some bureaucratic, technical oversight but represents the potential death of people in our county. People in Saratoga Springs deserve to know how this apparent failure occurred. Who was responsible for determining when and how many people to hire as tracers and why did they fail to act in a timely manner? How many tracers is the county planning to hire and what is the plan and timing for making them operational?
As advocates for our city, I hope you will pursue these issues at the budget meeting this coming week and then respond to this email.
The Franklin Community Center has received a donation of $1,000,000.00 from Mike and Stacey Arpey toward the purchase of the Masie Center. Eliot and Cathy Masie have dropped the asking price from $2.6M to 2.1M as part of the effort.
[JK: A reader has written to me advising that Karl Zeilman was employed by the county years before he became the Saratoga County Republican Chairman]
On Monday, December 7, 2020, Saratoga County set a record for COVID infections with 101 reported. There has been a 145% increase in cases during the last two weeks.
WNYT has had two stories that expose the woefully inadequate efforts being made by Saratoga County to do contact tracing to help control the outbreak of the virus.
According to research done by WNYT, there should be 30 contact tracers per 100,000 population. Saratoga County has a population of 229,863. Using that metric, we should have 69 tracers. In fact, according to the Daily Gazette the county currently has only 23.
The WNYT story documents that Saratoga County residents who were found to be positive for the virus and were told they would be contacted by a tracer subsequently heard nothing.
Dr. Daniel Kuhles, the newly appointed Saratoga County Health Commissioner, told WNYT that the county is working on hiring more tracers.
I checked the county website and found that the notice for hiring additional contact tracers was not posted until December 2, 2020. Given the dire warning issued by the Center for Disease Control (CDC) that the Thanksgiving Holiday would result in a dangerous spike in cases, it is hard to understand why the county would wait until December to start to hire more staff.
When Dr. Kuhles was asked by Channel 13 if he expected to have enough staff to contact all infected cases he answered, “I can’t predict the future…It’s certainly our goal.”
Consistent with the way this county operates, the process is completely opaque. It remains unknown as to why it took so long to decide to hire more tracers. It is also unknown as to how many tracers the county plans to hire.
It would be helpful if our Saratoga Springs Supervisors, Tara Gaston and Matthew Veitch, took a more public role in explaining why the delay and what the plan is for addressing the need for proper tracing.
All of this seems like an extension of the county’s COVID salary bonus debacle.
I would remind the readers that the chair of the Saratoga County Republican Party, Karl Zeilman, is also the head of the county’s Emergency Response Center. It seems to me ill advised to have such a partisan individual in such a high profile position especially in light of what Channel 13 has exposed. I have no way to know how capable Chairman Zeilman is but the fact that he is the County Republican Chairman creates the appearance that he got his job through cronyism. In the interest of credibility, Chairman Zeilman should consider seeking some other employment.
This county seems to blunder from one expose of incompetence to the next.
I received this message from the Saratoga Springs Preservation Foundation concerning a proposal to demolish historic buildings on Phila Street. As unfortunately has happened with other historic properties in town, the owners of 65 and 69 Phila Street have failed to maintain these structures in violation of state and local regulations and are now requesting demolition due to the condition of their properties. The Design Review Commission will review the owners’ applications for demolition on Wednesday, December 9th at 6:30 PM via Zoom.
Saratoga Springs Politics 