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Home My WebLink About20013465.tiff MINUTES MEETING BETWEEN WELD COUNTY COMMISSIONERS, NCMC BOARD OF TRUSTEES, AND NCMC INC. BOARD OF DIRECTORS TUESDAY, DECEMBER 11 , 2001 4:00PM The meeting between the Board of Weld County Commissioners, NCMC Board of Trustees, which is appointed by the Commissioners, and the NCMC, Inc. Board of Directors was called to order by Chairman Mike Geile at 4:00PM on December 11, 2001. Commissioner Geile indicated that the Commissioners had asked for the meeting as indicated in their December 5, 2001, letter to the other boards to discuss issues facing the NCMC, Inc. Board of Directors. He explained Weld County's interest as the land owner of the hospital, and the Commissioners' role in appointing the NCMC Board of Trustees. He indicated that recent events with the NCMC Inc. Board of Directors had caused debate in the community questioning what was going on at NCMC, NCMC perception of being a community hospital, the functioning of the Board of Directors, quality of care, and NCMC's competitiveness in the health industry. The other four Commissioners echoed Geile's concerns and comments with Commisioner Jerke asking about the profit strategy of the hospital, and Commissioner Long questioning if we were losing the concept of a community hospital in Weld County. Commissioner Geile went through the questions raised by the Commissioners in their December 5, 2001, letter to the other two boards. Dr. Dan Zenk, Chair of the NCMC, Inc. Board of Directors, read a prepared statement in response to the questions. The written response is attached. Commissioner Geile asked if the NCMC Inc. Board was a functioning board. Dr. Zenk responded that he felt it was a functioning Board and a very productive board. He cited examples of how NCMC provided quality care via the Banner agreement. Geile raised questions about the conflict of interest issue. Dr. Zenk said the Board of Directors had engaged an attorney, Phil Figa, to investigate the conflict of interest allegations. The scope is to examine the allegations made against former Board of Director President Frank Cordell, and a consultant, Jeff Tindle. All members of the Board of Directors and Banner representatives are cooperating with the investigation. A report is due to the Board of Directors on December 18, 2001. As advised by the Board of Directors' attorney Dr. Zenk would make no other comments on the matter. Commisioner Vaad asked whether NCMC's role as a community hospital and regional health facility were mutually exclusive. Dr. Zenk responded that they were not, and he feels that the patients expect more than a community hospital. An institution, such as NCMC, can be and is both. ( 34J f/SCCC / t' t 7 2001-3465 Vaad questioned how the nominating committee functioned. Geile asked how people were recruited for the Board of Directors. Lori Briscoe, Chair of the Nominating Committee, explained the process. The committee seeks members that will complement the other Board members skill sets, and individuals that will devote the necessary time to the Board. Commissioner Jerke suggested that the NCMC Inc. Board of Directors in order to restore community confidence may want to come up with a system of checks and balances, such as having the Commissioners confirm Board nominations, like the U.S. Senate does at the federal level. Also, they may want to look at term limits. Dr. Zenk had no comments until the Board of Directors has an opportunity to discuss the issues raised. Commissioner Jerke asked about the issue of profits being taken out of the community. Dr. Zenk said all of this was part of the new negotiations with Banner and he could not comment. Jerke ask about the current contract arrangement. Don Mueller, Chair of the Finance Committee explained the current arrangement. In a simple explanation NCMC Inc. gets 40% of the profits after all expenses and Banner's 1.4% management fee are subtracted from the income. Commissioner Geile inquired about performance indicators or goals in the Banner contract. Ellen Stewart, the NCMC Inc. Board attorney, explained there were 27-28 performance warranties in the agreement , as well as, certain performance items in the bond obligation that Banner must fulfill. Dr. Zenk added that after the new agreement is approved Banner and the Board were planning a public relations campaign to inform the public of the arrangement and the commitment to quality medical care. Commissioner Vaad asked if there was anything the Board of Weld County Commissioners could do to help. NCMC Director Jeff Beddingfield indicated that the institution was badly needing to make a $100 million capital investment to maintain and provide future quality of care. The investment is also needed to address physicians concerns regarding the hospital. The NCMC Foundation will be doing a capital fund drive. Any assistance the Commissioners can give to help restore confidence in the community to help the fund drive would be appreciated. Dr. Susan Carter, NCMC Trustee, suggested that the information gathered by the Trustees each month by visiting different units in the hospital should be reported not only to the Trustee Board, but communicated to the public to keep them informed about the good things happening at NCMC. Commissioner Geile asked about the relationship with Banner and NCMC concerning the outpatient clinic. Ellen Stewart expained that the relationship was a 50%/50%joint venture with Banner where NCMC was just the landlord. Banner handles all operations. Commissioner Geile raised questions about the policy on public meetings of the NCMC Inc. Board of Directors. Dr. Zenk said the regular session of the meetings are open, but at the end they go into closed session due to the confidential nature of the topics, such as patient issues, personnel, negotiations, or other proprietary information. The Board has not discussed changing their policy, so he had no other comments until the Board discusses it. Commissioners Geile suggested that another meeting be held in the near future. The agenda would be: 1. Policy on open meetings. 2. Results of the conflict of interest investigation. 3. Philosophy on term limits and Board appointments. 4. Contract negotiations with Banner. 5. Communications with the public. 6. Concept of a community hospital as it relates to the management agreement and how NCMC is evolving. NCMC Trustee/ NCMC Director Brian Larson made comments on the Board of Directors and NCMC. He feels as a new member to the Board of Directors he finds the Board is very functional and the hospital is operated very well. Dr. Zenk said in closing the Board wants NCMC to be both a community hospital and a regional health facility, and as an institution it can be both and be good at being both. He believes the arrangement with Banner has been beneficial for the community. NCMC is well operated by Banner. NCMC Inc. Board of Director will meet again with the Commissioners as soon as practical after December 18, 2001, when the conflict of interest investigation is complete. The meeting was adjourned at 5:40 PM. 4 OFFICE OF THE COUNTY COMMISSIONERS 915 10th STREET P.O. BOX 758 GREELEY, COLORADO 80632 1 WEBSITE: www.co.weld.co.us C. PHONE: (970) 356-4000, 4200 (970) FAX: 352-0242 COLORADO December 5, 2001 William Hughes, Executive Director Brian Larson, Chairman NCMC, Inc. North Colorado Medical Center Board of Trustees 1801 16th Street 510 49th Avenue Greeley. CO 80631-5199 Greeley, CO 80634 Dr. Daniel Zenk Chairman NCMC,Inc., Board of Directors 1801 16th Street Greeley, CO 8063 1-5 199 Dear Sirs: The Weld County Board of County Commissioners ("Commissioners") is requesting information regarding the issues currently facing the Board of Directors of North Colorado Medical Center("Board") and is seeking this information by means of a series of discussions with the Board of Trustees for the North Colorado Medical Center("Trustees")and the Board of Directors for the North Colorado Medical Center,Inc. The Commissioners are not responsible for the management of the Hospital but are looked to by their constituents for answers concerning the management and operation of what is still viewed as a local community hospital. Additionally, some of the Medical Center real estate is titled in the Board's name and the Board appoints members of the Board of Trustees. It is a concern over the public's perception of the Medical Center management which has led the Commissioners to request these meetings to clear the air and help restore public confidence in this essential community resource. This meeting would be conducted in accordance with the Colorado Open Meetings Law public meeting since the Trustees and Commissioners would be attending in their public capacities The initial meeting is proposed for 4:00 PM,December 11, 2001 in Room 103 of the Health and Planning Building located at 1555 N. 17th Avenue Greeley CO 80634. The primary purpose of the first meeting will be for the Commissioners to present issues that need to be addressed for the benefit of the Board and the public. The Commissioner recognize that responses may not be immediately available and that follow-up meetings will be necessary. The Commissioners intend to pose questions which, will include,but not be limited to the following: ♦ The public perception,primarily based upon newspaper accounts, is that the NCMC Inc. Board has lost some of its effectiveness in dealing with issues such as the renegotiations with Banner due to internal differences and possible conflicts of interest. The Commissioners would like to hear a response to the public perception and any steps the Board may be taking to assure the continued productivity of the Board. ♦ There have been concerns aired about the process and the progress regarding the renegotiated agreement with Banner. The Commissioners wish to understand the role of the consultant,Mr.Tindall, in the process and be advised as to the status of the renegotiated agreement. The Commissioners also are interested in the views of the Board as to the effectiveness of Banner as an operator,to date. ♦ The Commissioners would like to be informed regarding the process for selection and appointment of new Board members and the process and grounds for removal of Board members. ♦ The Commissioners would like to hear further discussion of the plans for the satellite centers and their relationship to the main Medical Center Campus. They are also interested in who owns and has financed the satellite facilities. They are also concerned about the effect the satellites will have on the value of the main Medical Center and the effect on the Medical Center's ability repay the outstanding bonded indebtedness. ♦ The Commissioners would like to hear discussion regarding the philosophy of the Board regarding public meetings. The Board is not contesting your legal position that the meetings of the Board are not subject to the Open Meetings Act, but is interested, as a matter of public policy,in seeing that the community be kept informed as to the status of the local hospital. The Commissioners appreciate the time and effort you have dedicated to dealing with this vital community resource and for the information you will be able to provide. Sincerely, BOARD OF COUNTY COMMISSIONERS Ji /M. J. Geile, Chair Glenn Vaa ro William H. Jerke C7?-(:)\, \ David E. Long Robert D. Masden M:\WPFILES\HOSP\cornlet.wpd r.._. ,, , . „ , Page 1 _E Morrison - Commissioners Presentation12 11 01.doc III ADDRESS TO THE WELD COUNTY COMMISSION ERS December 11 , 2001 By Dr. Daniel Zenk, Chairman, NCMC, Inc. Board of Directors Good afternoon Mr. Chairman, and members of the Board of County Commissioners. My name is Daniel Zenk. I am a physician practicing in Greeley and the newly elected Chair and President of NCMC, Inc. I am here today to address the five areas of concern raised by you in your letter to the NCMC, Inc. Board of Directors dated December 5, 2001 . As a matter of procedure, I respectfully request I be allowed to make my presentation to you and then, when completed, I will attempt to address questions of the Commissioners. I will be speaking as a representative the entire Board of Directors. (Pause to see if acceptable to the Commissioners) The first area raised by the Commissioners is as follows: The public perception, primarily based upon newspaper accounts, is that the NCMC Inc. Board has lost some of its effectiveness in dealing with issues such as the renegotiations with Banner due to internal differences and possible conflicts of interest. The Commissioners would like to hear a response to the public perception and any steps the Board may be taking to assure the continued productivity of the Board. As you are all aware, NCMC, Inc. has had an agreement with Banner Health System (formerly Lutheran Health System) since 1995. The agreement, known as the Operating Agreement, is a complex legal document, which sets forth the relationship 1 EEs\52358\395359.01 Morrison - Commissioners Presentation 12.11.0^.doc Pace between NCMC, Inc. and Banner. The existing agreement is still in effect, has not been terminated by either party and will run through June of 2024, or for another 22 and a half years. However as you know, there is a one year notice for termination provision which can be activated by either party without cause. Over the past year, the NCMC Inc. Board and Banner have been in discussions concerning a revision to the Operating Agreement to address concerns of both parties. The primary impetus for the re-negotiations was the significant capital expansion required for the Medical Center Campus. The projected expansion of the facilities over the next several years is estimated to be over $100 Million Dollars. The Board of NCMC, Inc. does not take this investment responsibility lightly and therefore the decision to move forward with such a large project required the Board to carefully consider all of its options related to the operation of the Medical Center Campus. In addition, as you are aware, there is generally debate within an organization concerning significant long-term financial commitments and the best way for the organization to proceed. Each board member of NCMC, Inc. must act in what that person believes to be the best interest of NCMC, Inc. As the board is comprised of individuals from diverse backgrounds it is not uncommon that individual members of the Board will not always see things in the same way. The key here is that after a healthy and open debate among the members of the Board a decision was reached to attempt to negotiate an amended Operating Agreement with Banner. Some members of the Board have disagreed with the decision, and that is their right. However, the rationale was to improve on the existing agreement. I do not believe that the Board of Directors has a problem with productivity. During the last 6 years of the Operating Agreement the Board and Banner have, in a deliberate and 2 EES152353\395359.01 l, .. Page 3 C� Morrison - Commissioners Presentation12.11 01 doc _ business like fashion attempted to address the health care needs of the people of Weld County. There have been expansions in the services provided by the Medical Center, including the recent announcement of the new burn center. In addition, NCMC, Inc. has entered into a joint venture with some of its physicians to build and operate an Ambulatory Surgery Center in West Greeley. NCMC and Banner have, thorough a joint venture, North Colorado Health Ventures, has or will acquire property in Windsor n and Johnstown for the building and operation of medical clinics, and NCMC, Inc. has financed significant building and equipment for the main Medical Center Campus. Furthermore, NCMC, Inc. enjoys an excellent financial position due to good returns on its investment portfolio in addition to monies received from Banner under the Operating Agreement. On November 16th, the Board was informed via a newspaper article of a possible conflict of interest of a member of the Board. In subsequent newspaper articles the Board learned of possible additional conflicts of interest regarding the consultant selected by the Board to assist it in the negotiations of the agreement with Banner. Upon learning of the possible conflict issue the Board of Directors called an emergency meeting on November 20th (two business days after the article was published). At that meeting the Board determined that its best course of action was to suspend the negotiations with Bann er until the issue of possible conflicts could be investigated. The Board voted unanimously to retain a consultant to conduct an investigation of possible conflicts and report back to the board. At its regular meeting on November 27th the board received proposals from three qualified attorneys concerning the conflict of interest investigation and the Board selected Phil Figa, of the law firm of Burns, Figa and Will, in Denver to conduct the investigation. Mr. Figa has, to date, conducted over 16 interviews and has reviewed numerous documents in the preparation of his report. He is scheduled to report to the Board of Directors on December 18th. At this point 3 EES\52358\395359.01 '_EE Morrison - Commissioners Presenta?Ion '2.11.0r.doc e -t in time all that the Board of Directors has are allegations. The Board is taking what it believes to be prudent action to have an independent, experienced third party conduct an investigation and report back to the Board. The work of Mr. Figa is confidential and is being performed under attorney client privilege, therefore we do not anticipate that Mr. Figa's report will be released to the public in total, however, the Board may release a summary of his findings to the public. As you know, the investigations are very delicate. All of the board members of NCMC Inc have agreed personally to cooperate with Mr. Figa and they may be disclosing private, personal information about their businesses to Mr. Figa so that he may conduct the investigation with full disclosure. Some of the information disclosed may be irrelevant to the issue of a conflict of interest in this case. It would not serve anyone's purpose to have private information released to the public about the activities of board members of a private corporation unrelated to the allegations in the newspaper accounts. To do so may severely hamper the ability of the NCMC Inc. Board to obtain qualified directors in the future, if each director serves under the threat that their entire private financial affairs are open to the public. Members of the NCMC Inc Board of Directors serve without compensation and have volunteered countless hours in the service to NCMC, Inc. and the Weld County community. Volunteer directors are a precious resource and I believe that we need to protect the privacy of these volunteers. That being said, if there has been improper conduct by any member of the NCMC, Inc. Board, the Board will take appropriate action. The second issue raised by the Commissioners is: There have been concerns aired about the process and the progress regarding the renegotiated agreement with 4 EES\52358\395359.01 Fact 3 EE Morrison - Commissioners Presentation12.11.01 doc Banner. The Commissioners wish to understand the role of the consultan t Mr. Tindle in the process and be advised as , to the status of the renegotiated agreement. The Commissioners also are interested in the views of the Board as to the effectiveness of Banner as an operator, to date. The firm of Baird Kurtz and Dobson was retained to assist NCMC, Inc. in its negotiations with Banner. Mr. Tind le is the principal of that firm who was designated to conduct the negotiations. As you are aware, NCMC, Inc. does not have any employees, and as the board is an all-volunteer organization it made sense to hire an individual who could devote significant time and energy to the detailed negotiations. Mr. Tindle was given specific parameters by the NCMC Board under which he was to attempt to renegotiate the agreement with Banner. The Board was scheduled to hear a progress report from Mr. Tindle on November 27th, but the allegations of conflicts of interest were brought to our attention in the days preceding the update. As a result, the Board of Directors took the action to suspend the negotiations with Banner until the investigation can be completed. Banner has been informed of the suspension and has indicated that it will fully cooperate in the investigation regarding the possible conflicts of interest. At this point, the specific details of the final negotiation points with Banner are not available. I am aware of a significant number of the negotiation points however I cannot share them publicly as to do so could jeopardize NCMC's position in the negotiations. I also cannot speculate on the actions the Board of Directors will take concerning the new agreement, as that will depend on the findings of Mr. Figa. Please be assured that prior to any renegotiated agreement with Banner the NCMC Inc Board will review the revised terms and conditions, in detail, before making a decision to proceed. 5 EES\52358\395359.01 _EE Morrison - Commissioners Presentation12.11.J1.doe As to the effectiveness of Banner, I would like to say that to date, Banner is in full compliance with its obligations to pay NCMC, Inc. rent under the existing agreement. Accordingly NCMC, Inc. is also able to be in full compliance with its obligations under its Bond Indentures. Banner is meeting its financial responsibilities under the agreement. As a member of the medical staff, I think that it is important that the Medical Center has the network, referral base and leadership that Banner brings to the table. The Medical Center is no longer just a community hospital, but is continuing to develop as a regional tertiary referral center. I believe that Banner is key to the future success of building the regional referral center and developing the tertiary services at the Medical Center. The P phy sicians and h sicians of this community want this to be superior, technologically advanced tertiary care center. In order to attract the well-trained specialty physicians to support these services, we must attract patients from the surrounding areas. recruited burn surgeon and competencies Our recently ec cited on a g recent unannounced JCAHO survey are more examples that the care at our local hospital is something that our community can and should be proud of. I have great respect for the quality of care provided by the medical staff and employees of this Medical Center. This medical center has some of the best nurses and techs anywhere. I personally would not hesitate to obtain or have a member of my family obtain medical care from the physicians and employees of North Colorado Medical Center. The third issue raised is: The Commissioners would like to be informed regarding the process for selection and appointment of new Board members and the process and grounds for removal of Board members. 6 EES1523581395359.01 . . ,. —,.. ,F Page 7 _E Morrison resentation12 11 01.doc a._,.__.`__ nson - Commissioners P According to the Bylaws of NCMC, Inc the board members consist of 10 individuals, 3 are representatives from the Board of Trustees. Of the 3 representatives from the Board of Trustees, one mu st serve on the Finance Committee of the NCMC, Inc. Board. The remaining seven members are individuals from the community. The board members have staggered 3 yr terms, so that the entire board of directors does not turn over all at one and there is continuity on the board. The Board of Directors elects a Nominating Committee from existing Board members each year to bring to the Board a slate of new directors and officers for the coming year. At the annual meeting in January, the Board considers nominations from the Nominating Committee and also the Directors can nominate persons from the floor to serve as a director or officer. The Nominating Committee is currently considering nominees for the vacant positions that arise in 2002. Qualified and interested persons are encouraged to contact Lori Briscoe, Dr. Michael Schwartz, or Don Cummins if they desire to serve. As I mentioned before this is an entirely volunteer board an d board members do not receive any compensation for their service. In addition, board members are expected to attend all regular and special board meetings and attend committee meetings for those committees to which they are appointed. Another issue you raise is the ability to remove a director. Based upon the recent circumstances we have had the opportunity to review our Bylaws for provisions concerning the removal of a director. The NCMC, Inc. Bylaws provide that the board can remove an officer but there is not provision for removal as a director, and therefore the Colorado Non-Profit Corporation statute applies. Under the statute, a Board of Directors can remove a director with or without cause upon the vote of a majority of the directors entitled to vote. 7 EES\52358\395359.01 EE Morrison - Commissioners Presentation'211 Or doc The fourth issue raised by you is: The Commissioners would like to hear further discussion of the plans for the satellite centers and their relationship to the main Medical Center Campus. They are also interested in who owns and has financed the satellite facilities. They are also concerned about the effect the satellites will have on the value of the main Medical Center and the effect on the Medical Center's ability to repay the outstanding bond indebtedness. As previously discussed, the current Operating Agreement provides that all of the health care facilities in the City of Greeley are to be solely owned by NCMC, Inc. Therefore the Ambulatory Surgery Center in West Greeley is not owned by Banner, but is owned solely by NCMC Inc. and leased to a joint venture between NCMC, Inc., certain physicians and a management company based in Texas. The Operating Agreement also provides that NCMC, Inc. and Banner will jointly own facilities outside of Greeley but within Weld County. Therefore the plan is for the clinic facility in Windsor and the land and new clinic facility in Johnstown to be owned 50/50 by Banner and NCMC, Inc. I would like to assure the Commissioners that when a new facility or business is brought in service under either the NCMC, Inc. or the North Colorado Health Ventures umbrella, the issues regarding referrals to the Medical Center campus as well as the services needed by the community and the concomitant cost of those services is fully evaluated by both NCMC, Inc. and Banner. Based on the concept that the Medical Center Campus will serve as the "hub" for the network, I believe that adding the satellites only serves to enhance the operations and financial position of 8 EES\52358\395359.01 . Pace E Morrison - Commissioners Presentation12.11.01 doc the Medical Center campus. There is a mechanism in place for the divestiture of these satellite facilities in the event that NCMC and Banner are no longer operating under their Operating Agreement. The Commissioners can be assured that the NCMC, Inc. Board and Finance Committee carefully considers the financial impact of each of the Greeley and Weld County operations to ensure that the satellite operations do not have a negative impac t on the ability of NCMC, Inc. to meet its obligations under the terms of its bonded indebtedness. And finally the last issue raised by the Commissioners is: The Commissioners would like to hear discussion regarding the philosophy of the Board regarding public meetings. The Board is not contesting your legal position that the meetings of the board are not subject to the Open Meetings Act, but is interested, as a matter of public policy, in seeing that the community be kept informed as to the status of the local hospital. This request for information has placed the NCMC Board in a very difficult position. The Greeley Tribune attorneys have threaten litigation over this issue and last Friday our attorneys received correspondence from the attorneys for the Tribune requesting that NCMC, Inc. be required to justify its position publicly at this meeting regarding the Open Meetings Act. The advice from our attorneys is that since the Tribune has threatened in cluding comment on our position, any litigation we should not comments related to public policy Generally NCMC, Inc. and Banner have a philosophy of informing the community regarding the services provided by the countless press Medical Center and over the years have issued releases regarding the activities of the Medical Center. The 9 EES152358\395359.01 _EE Morrison - Commissioners Presentation12.11.01.dec 3C E: regular sessions of our meetings have been open to the public in the past and I have no reason to anticipate a change in that policy. We have executive sessions at the end of each meeting to discuss items that would not be prudent for public disclosure at that time. We do not vote or perform official business in executive session. I would like to assure the commissioners that we do not wish to be a secretive entity and will do our best to keep the public informed. Thank for your consideration in receiving my comments regarding these very difficult issues and ones we know are of interest to the public. We as a Board will now entertain questions. Please understand that since we have not discussed the answers provided, any response will reflect that Board member's opinion. Thank you. 10 EES1552358\395359.01 ATTENDANCE RECORD DECEMBER 11, 2001 NCMC Boards of Directors and Trustees and Board of County Commissioners, Weld County, Colorado PLEASE legibly write or print your name and complete address. NA AND ADDRESS (Please include City and Zip Code) ,ter /� /he 11 IL r-/ ,_/_c2/// d n, v ,' � . l_ 0L, a ii 1) r-- C09,De\L\ 0 r.„.1 -\„.,(:\c-*,.,0-r\i\c,( ------r-a RA _,,,c3-, T P A2A) —feu 5 VNcrvte-1 ` Lee Mor ri so--t vg( (du h i l4ur Eve n //a. n ..°_, (JtK i ail 55 U K. F!,r - C a r w�cik C��[e_kc M ,lc ( , '/ /'P ( int iti , c r r ---6)4a,',/- Jcc o t S"U 3 n ( 6,r aec MD TYL6 e/pk,f i c i Jvr C; /[ 11.1 kV: i 1l.) y4',j,rr _ — 470440 hie et-k it i tUt uitl i /0C WI!/. c 7 i v n c. iheKidAir tic . rititcto.fr L,Da k4 AV 6 it 3:4T,,c c ,,i- it e A-To-9( /7;- ---A/"6.-frii/c. ai , i/466,J T/kw i 6--At' tliign (t tiliiy4A/h3a if'ne-e '-t5Cef' n� m� a_, (Lid- T U.A rl /R'ar ' �,uu ac-x_ S vuz-ct-Yvl N is..0..„1 / J��W'k=MCrSJL. ATTENDANCE RECORD DECEMBER 11, 2001 NCMC Boards of Directors and Trustees and Board of County Commissioners, Weld County, Colorado PLEASE legibly write or print your name and complete address. NAME AND ADDRESS (Please include City and Zip Code) ` G frei/nC, /171c We 1 cl 0, Hello