Drafting A Takeover Agreement

by Carlton Fields
Contact

Introduction

This article discusses the issues an owner, lender, completion contractor, and surety should consider when drafting a takeover agreement. Although each of these four main parties may share the basic goal of seeing the project completed in a timely and efficient manner, each has different interests to protect. As in any negotiation process, each party must be willing to give and take in the name of compromise. There are certain factors each party must consider and carefully weigh when negotiating the terms of a takeover agreement.

Every project is unique and presents its own challenges. Still, all takeover agreements should include specific language:

  • identifying the original owner-contractor agreement and the performance bond in question;
  • confirming the contractor’s default;
  • setting forth the remaining scope of work;
  • identifying the accurate contract price, plus the sum of monies previously paid;
  • setting forth the payment provisions and timing, including a listing of outstanding retainage;
  • confirming payment for any change orders;
  • delineating responsibility for any liquidated damages;
  • confirming the surety’s right to receive the unpaid contract balance, including retainage;
  • allocating responsibility for latent defects;
  • establishing a new completion date;
  • identifying the dispute resolution provisions that will now apply; and
  • listing what work has been accepted to date.

Each of these issues has varying importance to the different parties involved. Below is a brief summary and checklist of the issues most relevant to each of the parties to a takeover agreement.

Issues for the Owner to Consider

Generally, the owner’s goal is to complete the project as quickly as possible so it can repay its debt to the lender and begin to realize income. In light of the owner’s dissatisfaction with the original contractor’s performance (or lack thereof), it is imperative that the owner consider the following factors when negotiating a takeover agreement:

  1. Will the surety undertake all uncompleted work, according to the project plans and specifications?
  2. Will the surety remain responsible for any necessary corrective work (including that which will be unknown until construction recommences)?
  3. Who will be responsible to pay for change order work subsequently performed by the completion contractor?
  4. All pending change orders should be carefully analyzed, with appropriate credits and deductions so the adjusted contract sum accurately reflects the cost of the work performed by the original contractor.
  5. There should be language in the takeover agreement preserving the owner’s right to credits against the contract price up to and including the completion of all punchlist work.
  6. The owner may want to fund monthly requisitions jointly from the unpaid contract balance and the surety’s additional funds.
  7. The owner may want to allocate more than the standard 10 percent to perform punchlist work, plus consider adding a separate line item on each requisition for the punchlist work.
  8. The owner should address the surety’s liability for latent defects, which may not be discovered until after completion of construction.
  9. Depending on the facts and the owner’s relative bargaining power at the time, the owner may consider waiving all or part of the liquidated damages (assuming such damages are recoverable under the performance bond) or reserve its rights with respect to some or all of those damages. Perhaps a compromise may be reached whereby the surety agrees to complete the project at an earlier date in exchange for the owner’s waiver of liquidated damages.
  10. The owner should seek to ensure that if issues develop during the completion of the project, all proper parties are bound to the same dispute resolution provisions.

Issues for the Lender to Consider

Ordinarily, the project under construction is the lender’s security for the loan. Many things can prevent the lender from realizing enough funds from the security to cover the amounts advanced. Because of this, in addition to sharing the owner’s interest in a completed project, the lender typically has two primary concerns in connection with a takeover agreement.

  1. The lender needs assurance that a financially responsible party is obligated to pay for the cost to complete the project and remedy any defective construction and/or latent defects.
  2. The lender also needs assurance that any continuing delay will not jeopardize the completion of the project.

Issues for the Completion Contractor to Consider

The completion contractor should pay special attention to the following issues when it considers becoming a party to the takeover agreement:

  1. Is the terminated contractor’s default contested? If so, the completion contractor must weigh carefully the implications that the basis for the dispute between owner and contractor may have on its ability to successfully complete the project. Additionally, it should make provision for the cost and delay of any testing, discovery or other distractions, which may result from possible lawsuits between the owner and contractor.
  2. Is the project public or private? Completing public work raises more issues than private jobs. Government contracts, particularly with federal agencies, can require the completing contractor to comply with a host of socioeconomic statutes and regulations, including, for example, the Buy American Act and Disadvantaged Business Enterprise obligations. A contractor unfamiliar with working with government agencies should investigate and account for such costs and obligations before entering into a takeover agreement for completion of a public project.
  3. Are there concerns about the quality of the principal’s work? Completion contractors do not want to be held responsible for the work of the terminated contractor. The takeover agreement should be as clear as possible with respect to who bears responsibility for hidden defects in the portion of the project already completed. For example, an agreement can contain a differing site conditions clause that transfers the risk of hidden defects to the owner. In the absence of such a clause, a contractor agreeing to perform work for a stipulated sum bears the risk of unforeseen difficulties absent some basis for relief, such as misrepresentation or breach of an implied warranty.
  4. What is the completion contractor’s scope of work? The completion contractor must ensure that the takeover agreement clearly delineates the scope of the work that it is required to perform. Otherwise, it may be surprised to discover that it is expected to perform work outside the scope of what it originally anticipated.
  5. What are the expectations and limitations on utilizing existing subcontractors and suppliers? The completion contractor will likely be interested in employing some of the same subcontractors who were originally on the job because they are already familiar with the project. To avoid potential conflict after entering into the agreement, the completion contractor should ensure that the takeover agreement is clear regarding its rights or restrictions when employing these individuals.
  6. Time for completion issues and the assessment of liquidated damages. The completion contractor will be particularly interested in the expected completion time of the project because it will be responsible for compliance with whatever completion schedule is negotiated by the owner and surety.
  7. Liquidated damages: It is important that the completion contractor establish which party will be held responsible in the event of delays caused by latent defects, weather and other non-compensable but excusable delays.

Issues for the Surety to Consider

While negotiating a takeover agreement, the surety’s goals should be to: mitigate loss, preserve salvage, identify and preserve the principal’s and surety’s claims against the obligee and any third parties, reach agreement as to the actual scope of the surety’s obligations to the obligee, and define the contractual terms that will govern the work. Additionally, as the surety investigates and negotiates its takeover agreement, it should try to determine whether the owner has fully complied with all duties owed to the surety and the original contractor.

The following issues should be considered by the surety when negotiating a takeover agreement:

  1. Will the owner agree to pay the contract balances to the surety, free from existing offsets or claims by the owner?
  2. Can the parties agree on the details and existence of the original contractor’s default? If a complete agreement cannot be reached, at a minimum it is important to attempt to identify and define the reasons for their respective positions regarding the obligee’s declaration of default.
  3. What is the expected timing for project completion? In addition to the completion date, the surety should seek to define and address the project schedule, mileposts and completion dates, any pending requests for time extensions, calculation of any delay, and the date by which the surety will recommence work on the project.
  4. Existing and potential claims: The surety should seek to identify and resolve or preserve existing claims. Additionally, it is important that the dispute resolution procedures to be employed by the completing contractor, surety and obligee are clearly outlined and agreed upon. The parties should also specify the venue for any dispute proceedings and consider using additional dispute mechanisms. Finally, if relevant, the parties should consider whether to make any changes to an arbitration agreement, such as the number and qualifications of arbitrators, availability of discovery, and use of a reasoned award.
  5. What is the scope of the contract, scope of work yet to be completed, and the percentage of completion? To ensure that it has an accurate picture of the scope of its work, the surety should obtain the following during the negotiation process: (i) a complete set of contract documents, drawings and specifications; (ii) all requests for information and responses; (iii) a set of approved as-built drawings as of the date of default; (iv) the obligee’s opinion as to the percentage of completion; and (v) a clear understanding of the obligee’s claims as to any nonconforming or defective work and how the obligee thinks such work should be corrected.
  6. Are there any subcontractor and supplier issues? If so, how will they be resolved? The surety must determine the identity and existence of all its principal’s subcontractors and suppliers; whether they have been paid through their last acquisitions; whether they have filed all necessary notices, and whether they have provided all necessary lien releases. To the extent the surety intends to use any of the existing subcontractors in the completion agreement, it should also consider whether the subcontractors have been approved by the obligee or if any pre-approval is required.
  7. Prior to signing the takeover agreement, the surety should seek to resolve issues related to the use of the completing contractor, which in some cases may be the same as the original contractor. Although the owner may not be able to stop the surety from using the original contractor to complete the project, it often protests if the surety attempts to do so. This can cause delays in the completion of the project. To avoid this, the surety may consider hiring a consultant or contractor other than the original contractor, who will then subcontract some or all of the work to the principal. The surety also needs to agree with the owner regarding the process by which the surety’s completing contractor will be paid; whether its subcontractors will require pre-approval by the obligee; and the identity of those persons the obligee will recognize as authorized to act for the surety or the completing contractor when processing and signing payment applications and making resolving RFIs and any claims, among other communications.
  8. Limitation of liability. Absent a limitation of liability in the takeover agreement, if the surety elects to take over and complete the defaulted contract, it loses the benefit of its right to limit its liability to the penal sum of its bond. Also, despite the delay occasioned by the termination of its principal, the surety is usually subject to the contractual completion date. The surety should try to negotiate a specified cap on its liability, as well as an extension of the substantial completion date. The owner/obligee may be willing to grant such requests in exchange for the surety’s commitment to complete the project, especially if there is a question as to whether the surety is in fact obligated to do so.
  9. Government Contracts. When the contract involves a government entity, a takeover agreement may be the best option for a surety. Because the government often has the upper hand in terms of availability of legal (and other) resources, the best strategy for sureties is to preclude disputes through careful drafting of takeover agreements. All claims by a contractor against the government relating to a contract are covered by the Contract Disputes Act (41 U.S.C. § 605(a) (2010)) (“CDA”). Except as provided in the CDA, no contractor may bring an action directly on a claim against the U.S. Government in the U.S. Court of Federal Claims, notwithstanding any contract provision, regulation, or rule of law to the contrary. The CDA defines “contractor” as “a party to a Government contract other than the Government.” The CDA also permits the contractor to appeal a contracting officer's decision to a board of contract appeals. The existence of the takeover agreement may be crucial to establishing the surety as a contractor for purposes of the CDA. Thus, it is commonly held that the surety’s right to proceed under the CDA is reserved to claims arising under the takeover agreement. Notably, the surety does appear to have a right to sue the government for its overpayment to the contractor in violation of the original contract.

Takeover agreements can be equally important for projects with other public agencies, as they may be necessary to avoid the doctrine of sovereign immunity to any claims by the surety arising out of the project.

 

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© Carlton Fields | Attorney Advertising

Written by:

Carlton Fields
Contact
more
less

Carlton Fields on:

Readers' Choice 2017
Reporters on Deadline

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
Custom Email Digest
- hide

JD Supra Privacy Policy

Updated: May 25, 2018:

JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.

This Privacy Policy describes how JD Supra, LLC ("JD Supra" or "we," "us," or "our") collects, uses and shares personal data collected from visitors to our website (located at www.jdsupra.com) (our "Website") who view only publicly-available content as well as subscribers to our services (such as our email digests or author tools)(our "Services"). By using our Website and registering for one of our Services, you are agreeing to the terms of this Privacy Policy.

Please note that if you subscribe to one of our Services, you can make choices about how we collect, use and share your information through our Privacy Center under the "My Account" dashboard (available if you are logged into your JD Supra account).

Collection of Information

Registration Information. When you register with JD Supra for our Website and Services, either as an author or as a subscriber, you will be asked to provide identifying information to create your JD Supra account ("Registration Data"), such as your:

  • Email
  • First Name
  • Last Name
  • Company Name
  • Company Industry
  • Title
  • Country

Other Information: We also collect other information you may voluntarily provide. This may include content you provide for publication. We may also receive your communications with others through our Website and Services (such as contacting an author through our Website) or communications directly with us (such as through email, feedback or other forms or social media). If you are a subscribed user, we will also collect your user preferences, such as the types of articles you would like to read.

Information from third parties (such as, from your employer or LinkedIn): We may also receive information about you from third party sources. For example, your employer may provide your information to us, such as in connection with an article submitted by your employer for publication. If you choose to use LinkedIn to subscribe to our Website and Services, we also collect information related to your LinkedIn account and profile.

Your interactions with our Website and Services: As is true of most websites, we gather certain information automatically. This information includes IP addresses, browser type, Internet service provider (ISP), referring/exit pages, operating system, date/time stamp and clickstream data. We use this information to analyze trends, to administer the Website and our Services, to improve the content and performance of our Website and Services, and to track users' movements around the site. We may also link this automatically-collected data to personal information, for example, to inform authors about who has read their articles. Some of this data is collected through information sent by your web browser. We also use cookies and other tracking technologies to collect this information. To learn more about cookies and other tracking technologies that JD Supra may use on our Website and Services please see our "Cookies Guide" page.

How do we use this information?

We use the information and data we collect principally in order to provide our Website and Services. More specifically, we may use your personal information to:

  • Operate our Website and Services and publish content;
  • Distribute content to you in accordance with your preferences as well as to provide other notifications to you (for example, updates about our policies and terms);
  • Measure readership and usage of the Website and Services;
  • Communicate with you regarding your questions and requests;
  • Authenticate users and to provide for the safety and security of our Website and Services;
  • Conduct research and similar activities to improve our Website and Services; and
  • Comply with our legal and regulatory responsibilities and to enforce our rights.

How is your information shared?

  • Content and other public information (such as an author profile) is shared on our Website and Services, including via email digests and social media feeds, and is accessible to the general public.
  • If you choose to use our Website and Services to communicate directly with a company or individual, such communication may be shared accordingly.
  • Readership information is provided to publishing law firms and authors of content to give them insight into their readership and to help them to improve their content.
  • Our Website may offer you the opportunity to share information through our Website, such as through Facebook's "Like" or Twitter's "Tweet" button. We offer this functionality to help generate interest in our Website and content and to permit you to recommend content to your contacts. You should be aware that sharing through such functionality may result in information being collected by the applicable social media network and possibly being made publicly available (for example, through a search engine). Any such information collection would be subject to such third party social media network's privacy policy.
  • Your information may also be shared to parties who support our business, such as professional advisors as well as web-hosting providers, analytics providers and other information technology providers.
  • Any court, governmental authority, law enforcement agency or other third party where we believe disclosure is necessary to comply with a legal or regulatory obligation, or otherwise to protect our rights, the rights of any third party or individuals' personal safety, or to detect, prevent, or otherwise address fraud, security or safety issues.
  • To our affiliated entities and in connection with the sale, assignment or other transfer of our company or our business.

How We Protect Your Information

JD Supra takes reasonable and appropriate precautions to insure that user information is protected from loss, misuse and unauthorized access, disclosure, alteration and destruction. We restrict access to user information to those individuals who reasonably need access to perform their job functions, such as our third party email service, customer service personnel and technical staff. You should keep in mind that no Internet transmission is ever 100% secure or error-free. Where you use log-in credentials (usernames, passwords) on our Website, please remember that it is your responsibility to safeguard them. If you believe that your log-in credentials have been compromised, please contact us at privacy@jdsupra.com.

Children's Information

Our Website and Services are not directed at children under the age of 16 and we do not knowingly collect personal information from children under the age of 16 through our Website and/or Services. If you have reason to believe that a child under the age of 16 has provided personal information to us, please contact us, and we will endeavor to delete that information from our databases.

Links to Other Websites

Our Website and Services may contain links to other websites. The operators of such other websites may collect information about you, including through cookies or other technologies. If you are using our Website or Services and click a link to another site, you will leave our Website and this Policy will not apply to your use of and activity on those other sites. We encourage you to read the legal notices posted on those sites, including their privacy policies. We are not responsible for the data collection and use practices of such other sites. This Policy applies solely to the information collected in connection with your use of our Website and Services and does not apply to any practices conducted offline or in connection with any other websites.

Information for EU and Swiss Residents

JD Supra's principal place of business is in the United States. By subscribing to our website, you expressly consent to your information being processed in the United States.

  • Our Legal Basis for Processing: Generally, we rely on our legitimate interests in order to process your personal information. For example, we rely on this legal ground if we use your personal information to manage your Registration Data and administer our relationship with you; to deliver our Website and Services; understand and improve our Website and Services; report reader analytics to our authors; to personalize your experience on our Website and Services; and where necessary to protect or defend our or another's rights or property, or to detect, prevent, or otherwise address fraud, security, safety or privacy issues. Please see Article 6(1)(f) of the E.U. General Data Protection Regulation ("GDPR") In addition, there may be other situations where other grounds for processing may exist, such as where processing is a result of legal requirements (GDPR Article 6(1)(c)) or for reasons of public interest (GDPR Article 6(1)(e)). Please see the "Your Rights" section of this Privacy Policy immediately below for more information about how you may request that we limit or refrain from processing your personal information.
  • Your Rights
    • Right of Access/Portability: You can ask to review details about the information we hold about you and how that information has been used and disclosed. Note that we may request to verify your identification before fulfilling your request. You can also request that your personal information is provided to you in a commonly used electronic format so that you can share it with other organizations.
    • Right to Correct Information: You may ask that we make corrections to any information we hold, if you believe such correction to be necessary.
    • Right to Restrict Our Processing or Erasure of Information: You also have the right in certain circumstances to ask us to restrict processing of your personal information or to erase your personal information. Where you have consented to our use of your personal information, you can withdraw your consent at any time.

You can make a request to exercise any of these rights by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

You can also manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard.

We will make all practical efforts to respect your wishes. There may be times, however, where we are not able to fulfill your request, for example, if applicable law prohibits our compliance. Please note that JD Supra does not use "automatic decision making" or "profiling" as those terms are defined in the GDPR.

  • Timeframe for retaining your personal information: We will retain your personal information in a form that identifies you only for as long as it serves the purpose(s) for which it was initially collected as stated in this Privacy Policy, or subsequently authorized. We may continue processing your personal information for longer periods, but only for the time and to the extent such processing reasonably serves the purposes of archiving in the public interest, journalism, literature and art, scientific or historical research and statistical analysis, and subject to the protection of this Privacy Policy. For example, if you are an author, your personal information may continue to be published in connection with your article indefinitely. When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.
  • Onward Transfer to Third Parties: As noted in the "How We Share Your Data" Section above, JD Supra may share your information with third parties. When JD Supra discloses your personal information to third parties, we have ensured that such third parties have either certified under the EU-U.S. or Swiss Privacy Shield Framework and will process all personal data received from EU member states/Switzerland in reliance on the applicable Privacy Shield Framework or that they have been subjected to strict contractual provisions in their contract with us to guarantee an adequate level of data protection for your data.

California Privacy Rights

Pursuant to Section 1798.83 of the California Civil Code, our customers who are California residents have the right to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes.

You can make a request for this information by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

Some browsers have incorporated a Do Not Track (DNT) feature. These features, when turned on, send a signal that you prefer that the website you are visiting not collect and use data regarding your online searching and browsing activities. As there is not yet a common understanding on how to interpret the DNT signal, we currently do not respond to DNT signals on our site.

Access/Correct/Update/Delete Personal Information

For non-EU/Swiss residents, if you would like to know what personal information we have about you, you can send an e-mail to privacy@jdsupra.com. We will be in contact with you (by mail or otherwise) to verify your identity and provide you the information you request. We will respond within 30 days to your request for access to your personal information. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why. If you would like to correct or update your personal information, you can manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard. If you would like to delete your account or remove your information from our Website and Services, send an e-mail to privacy@jdsupra.com.

Changes in Our Privacy Policy

We reserve the right to change this Privacy Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our Privacy Policy will become effective upon posting of the revised policy on the Website. By continuing to use our Website and Services following such changes, you will be deemed to have agreed to such changes.

Contacting JD Supra

If you have any questions about this Privacy Policy, the practices of this site, your dealings with our Website or Services, or if you would like to change any of the information you have provided to us, please contact us at: privacy@jdsupra.com.

JD Supra Cookie Guide

As with many websites, JD Supra's website (located at www.jdsupra.com) (our "Website") and our services (such as our email article digests)(our "Services") use a standard technology called a "cookie" and other similar technologies (such as, pixels and web beacons), which are small data files that are transferred to your computer when you use our Website and Services. These technologies automatically identify your browser whenever you interact with our Website and Services.

How We Use Cookies and Other Tracking Technologies

We use cookies and other tracking technologies to:

  1. Improve the user experience on our Website and Services;
  2. Store the authorization token that users receive when they login to the private areas of our Website. This token is specific to a user's login session and requires a valid username and password to obtain. It is required to access the user's profile information, subscriptions, and analytics;
  3. Track anonymous site usage; and
  4. Permit connectivity with social media networks to permit content sharing.

There are different types of cookies and other technologies used our Website, notably:

  • "Session cookies" - These cookies only last as long as your online session, and disappear from your computer or device when you close your browser (like Internet Explorer, Google Chrome or Safari).
  • "Persistent cookies" - These cookies stay on your computer or device after your browser has been closed and last for a time specified in the cookie. We use persistent cookies when we need to know who you are for more than one browsing session. For example, we use them to remember your preferences for the next time you visit.
  • "Web Beacons/Pixels" - Some of our web pages and emails may also contain small electronic images known as web beacons, clear GIFs or single-pixel GIFs. These images are placed on a web page or email and typically work in conjunction with cookies to collect data. We use these images to identify our users and user behavior, such as counting the number of users who have visited a web page or acted upon one of our email digests.

JD Supra Cookies. We place our own cookies on your computer to track certain information about you while you are using our Website and Services. For example, we place a session cookie on your computer each time you visit our Website. We use these cookies to allow you to log-in to your subscriber account. In addition, through these cookies we are able to collect information about how you use the Website, including what browser you may be using, your IP address, and the URL address you came from upon visiting our Website and the URL you next visit (even if those URLs are not on our Website). We also utilize email web beacons to monitor whether our emails are being delivered and read. We also use these tools to help deliver reader analytics to our authors to give them insight into their readership and help them to improve their content, so that it is most useful for our users.

Analytics/Performance Cookies. JD Supra also uses the following analytic tools to help us analyze the performance of our Website and Services as well as how visitors use our Website and Services:

  • HubSpot - For more information about HubSpot cookies, please visit legal.hubspot.com/privacy-policy.
  • New Relic - For more information on New Relic cookies, please visit www.newrelic.com/privacy.
  • Google Analytics - For more information on Google Analytics cookies, visit www.google.com/policies. To opt-out of being tracked by Google Analytics across all websites visit http://tools.google.com/dlpage/gaoptout. This will allow you to download and install a Google Analytics cookie-free web browser.

Facebook, Twitter and other Social Network Cookies. Our content pages allow you to share content appearing on our Website and Services to your social media accounts through the "Like," "Tweet," or similar buttons displayed on such pages. To accomplish this Service, we embed code that such third party social networks provide and that we do not control. These buttons know that you are logged in to your social network account and therefore such social networks could also know that you are viewing the JD Supra Website.

Controlling and Deleting Cookies

If you would like to change how a browser uses cookies, including blocking or deleting cookies from the JD Supra Website and Services you can do so by changing the settings in your web browser. To control cookies, most browsers allow you to either accept or reject all cookies, only accept certain types of cookies, or prompt you every time a site wishes to save a cookie. It's also easy to delete cookies that are already saved on your device by a browser.

The processes for controlling and deleting cookies vary depending on which browser you use. To find out how to do so with a particular browser, you can use your browser's "Help" function or alternatively, you can visit http://www.aboutcookies.org which explains, step-by-step, how to control and delete cookies in most browsers.

Updates to This Policy

We may update this cookie policy and our Privacy Policy from time-to-time, particularly as technology changes. You can always check this page for the latest version. We may also notify you of changes to our privacy policy by email.

Contacting JD Supra

If you have any questions about how we use cookies and other tracking technologies, please contact us at: privacy@jdsupra.com.

- hide

This website uses cookies to improve user experience, track anonymous site usage, store authorization tokens and permit sharing on social media networks. By continuing to browse this website you accept the use of cookies. Click here to read more about how we use cookies.