HomeMy WebLinkAbout2015-18 Vail Valley Medical Center Development PlanRESOLUTION NO. 18
Series of 2015
ARESOLUTION DIRECTING THE TOWN MANAGER TO SIGN A
DEVELOPMENT AGREEMENT BY AND BETWEEN THE TOWN OF VAIL
AND THE VAIL VALLEY MEDICAL CENTER; AND SETTING FORTH DETAILS
IN REGARD THERETO.
WHEREAS, the Town of Vail (the "Town"), in the County of Eagle and State of Colorado
is a home rule municipal corporation duly organized and existing under the laws of the State of
Colorado and the Town Charter (the "Charter");
WHEREAS, the members of the Town Council of the Town (the "Council") have been
duly elected and qualified;
WHEREAS, the Vail Valley Medical Center (the "VVMC") intends to redevelop their property
located at 181 West Meadow Drive;
WHEREAS, the redevelopment of the property includes two separate phases, the East Wing
and the West Wing;
WHEREAS, VVMC will continue to provide health care services to the community throughout
the duration of the redevelopment; and
WHEREAS, the Town must ensure that both the West Wing and the East Wing are completed,
and that certain obligations of VVMC are addressed, and to that end, VVMC is prepared to commit to
the assurances and obligations in this Development Agreement, to demonstrate its commitment that
the entire redevelopment will be completed in line with the community's expectations; and
WHEREAS, the Council directs the Vail Town Manager to sign the Development Agreement
by and between the Town of Vail and the Vail Valley Medical Center.
NOW THEREFORE, B E IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF
VAIL, COLORADO THAT:
Section 1. The Council hereby authorizes the Town Manager to sign the development
agreement by and between the Town of Vail and the Vail Valley Medical Center on behalf of the
Town in substantially the same form as attached hereto as Exhibit A, and in a form approved by
the Town Attorney.
Section 2. This Resolution shall take effect immediately upon its passage.
INTRODUCED PASSED AND ADOPTED at a regular meeting of the Town Council of the
Town of Vail held this 7�h day of July, 2015.
A
raiz crcen y r'
To Clerk
Resolution No. 1 es of 2015
Andrew P. y
Town M or
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SEA
EXHIBIT A
Resolution No. 18, Series of 2015
DEVELOPMENT AGREEMENT
THIS DEVELOPMENT AGREEMENT (this "Agreement") is made on the
day of , 2015 (the "Effective Date"), by and between the Town of
Vail, a Colorado home rule municipality (the "Town") and Vail Clinic, Inc., a Colorado
nonprofit corporation d/b/a the Vail Valley Medical Center ("VVMC") (each individually a
"Party" and collectively the "Parties").
WHEREAS, VVMC intends to redevelop the Property more particularly described
in Exhibit A, attached hereto and incorporated herein (the "Property");
WHEREAS, the redevelopment of the Property (the "Project") will include two
separate phases, the East Wing and the West Wing, as more particularly described in
Exhibit B, attached hereto and incorporated herein by this reference;
WHEREAS, VVMC will continue to provide health care services to the community
throughout the duration of the Project;
WHEREAS, the Town must ensure that both the West Wing and the East Wing
are completed, and to that end, VVMC is prepared to commit to the assurances in this
Agreement, to demonstrate its commitment that the entire Project will be completed in
line with the community's expectations; and
WHEREAS, the Parties acknowledge that a second development agreement will
be necessary, at the time that the East Wing proceeds through the development review
process, to address public improvements and other development issues specifically
related to the East Wing and not already covered by this Agreement.
NOW, THEREFORE, in consideration of the above premises and the mutual
covenants and agreements set forth herein, the Parties agree as follows:
1. Process. The Parties acknowledge that the Project will occur in two separate
phases, the first phase being the West Wing and the second phase being the East
Wing, as more particularly described in Exhibit B.
2. VVMC Obligations.
a. Submittals. VVMC shall prepare all applications and related plans for the
Project, in compliance with the Vail Town Code, at VVMC's sole cost.
b. Timing. VVMC shall submit a complete conditional use permit application
to the Town for the entire East Wing phase prior to the issuance of any certificate of
occupancy for the West Wing.
C. Applicable Law. VVMC shall comply with all applicable law, including
without limitation all current and future federal, state and local statutes, regulations,
ordinances and rules relating to: the emission, discharge, release or threatened release
of a Hazardous Material into the air, surface water, groundwater or land; the
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manufacturing, processing, use, generation, treatment, storage, disposal,
transportation, handling, removal, remediation or investigation of a Hazardous Material;
and the protection of human health, safety or the indoor or outdoor environmental,
including without limitation the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. § 9601, et seq. ("CERCLA"); the Hazardous
Materials Transportation Act, 49 U.S.C. § 1801, et seq.; the Resource Conservation and
Recovery Act, 42 U.S.C. § 6901, et seq. ("RCRA"); the Toxic Substances Control Act,
15 U.S.C. § 2601, et seq.; the Clean Water Act, 33 U.S.C. § 1251, et seq.; the Clean Air
Act; the Federal Water Pollution Control Act; the Occupational Safety and Health Act; all
applicable Colorado environmental laws; and all other federal, state or local laws and
regulations relating to, or imposing liability or standards of conduct concerning any
hazardous, toxic or dangerous waste, substance or material, now or at any time
hereafter in effect.
d. Dedication of Easements. Prior to the issuance of the first certificate of
occupancy for the Project, VVMC shall dedicate or convey to the Town all required
easements, including without limitation emergency access easements, drainage
easements, utility easements.
e. Insurance. At a minimum, VVMC shall require its general contractor to
carry not less than $4,000,000 of commercial general liability insurance covering death,
bodily injury and property damage, and automobile comprehensive insurance. WMC
shall require its general contractor and subcontractors to maintain all required worker's
compensation insurance. Upon request, WMC and its general contractor and
subcontractors shall provide written evidence to the Town of the existence of all
required insurance policies described herein.
f. Reimbursement Agreements. VVMC agrees that the various
reimbursement agreements in place for consultants and attorneys necessary for the
Town to process the applications submitted by VVMC in a timely manner shall remain in
place through completion of the Project, and that any maximum amounts specified in
such agreements shall be increased to amounts sufficient to cover costs incurred by the
Town in processing the applications.
3. Public Improvements.
a. General. In addition to VVMC's other obligations under this Agreement,
WMC shall construct and install the public improvements required for the Project in
accordance with the applicable ordinances, codes and regulations and as described in
Exhibits C-1, C-2 and C-3, attached hereto and incorporated herein by this reference
(the "Public Improvements"). All references in this Agreement to WMC maintaining a
Public Improvement shall mean maintaining such Public Improvement until such time as
it is accepted by the Town, in accordance with applicable Town ordinances and
regulations.
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b. Water, Sanitary Sewer and Storm Sewer. VVMC shall construct all
required water, sanitary sewer and storm sewer facilities in accordance with the rules
and regulations of the Town and the Eagle River Water and Sanitation District.
C. Drainage
i. VVMC shall construct drainage improvements in accordance with the rules
and regulations of the Town. VVMC shall submit a final drainage study prior to
the issuance of the first building permit for the Project.
ii. As part of the drainage plan for the Project, VVMC shall route clean
groundwater (from de -watering system) separately from stormwater.
iii. All drainage improvements within the public rights-of-way shall be
dedicated to the Town upon acceptance by the Town and thereafter maintained
by the Town. All drainage improvements on private property shall be maintained
by VVMC or private property owners subject to drainage easements to allow the
Town to enter the property in the case that VVMC or such private property
owners fail to adequately maintain such drainage facilities.
d. Lighting. VVMC shall install all street and pedestrian lighting required for
the Project in compliance with the Town's Design Guidelines, with attention to dark -sky
compliant design and downcast lighting fixtures.
e. Landscaping and Street Furniture. VVMC shall install and maintain all
street trees, other landscaping and street furniture as approved for the Project, whether
on private property or within public rights-of-way, at VVMC's expense in compliance with
applicable Town regulations and the Landscaping Plan attached hereto as Exhibit D
and incorporated herein by this reference.
f. Parking.
i. Due to the uncertainly of the potential West Parking Lot land exchange
and the future of Lot 10 and how these factors could influence the final design of
the surface parking lot for the Project, VVMC shall return to the Planning and
Environmental Commission ("PEC") prior to construction of the parking lot. The
purpose of the PEC hearing is for VVMC to present any changes to the parking
lot design, and to present additional information, including without limitation:
defining an access easement over the Property for access to Town parking
spaces; evaluating appropriate setbacks between the westerly Property line and
west edge of the parking lot with regard to screening, stream health, and snow
storage; and Town Council's approval of any changes to Lot 10.
ii. Prior to the issuance of the first building permit for the West Wing, and
until the issuance of the first certificate of occupancy for the East Wing, VVMC
shall provide the Town a minimum of 15 off-site parking spaces (to compensate
for the 15 space reduction to existing parking from the re -design of the West
Parking lot).
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iii. Upon issuance of the first certificate of occupancy for the West Wing, and
until the issuance of the first certificate of occupancy for the East Wing or until
construction or acquisition of the 41 parking spaces required by Section 5(c)(ii)
below, WMC shall provide a minimum of 41 net new off-site parking spaces, to
meet the parking requirements of the Project. For purposes of this Agreement,
"net new" means spaces to which VVMC did not have access prior to March 23,
2015.
g. Snowmelt Facilities. WMC shall install heat and snowmelt facilities,
including the heat plant and heat distribution system, required for all sidewalks on the
Property as identified in Exhibit D, attached hereto and incorporated herein by this
reference, and shall provide for the ongoing operation and maintenance of such
facilities at WMC's sole cost.
h. Loading Areas. The Project shall include adequate loading and delivery
facilities available, free of charge, for use by the Project. Loading and delivery facilities
may be located on private parking areas, drives, and roads located on the Project, but
not on public streets.
i. Middle Creek. On or before August 14, 2015, WMC shall submit a plan
for cleaning and restoring the bank of Middle Creek adjacent to the Property and
proceed through the appropriate process for completion by November 1, 2015.
4. Construction and Warranty.
a. Plan. VVMC shall provide a construction management plan for review and
approval by Town staff prior to the issuance of the first building permit for the West
Wing.
b. Phasing. Public Improvements may be constructed in phases, as required
to serve the particular phase of the Project being constructed.
C. Security. Prior to site disturbance for the Project, VVMC shall furnish to
the Town either a cash escrow or an irrevocable letter of credit in an amount equal to
120% of the estimated costs of the Public Improvements required to support the phase
of development for which the site disturbance is occurring. The Town shall have the
right to draw against the security if WMC fails to construct the Public Improvements for
such development phase in compliance with this Agreement or applicable law. The
Public Improvements for each phase of development will be set forth in a Development
Improvements Agreement, in the Town's standard form. The letter of credit shall be in a
form reasonably approved by the Town and issued by a financial institution reasonably
satisfactory to the Town. The security shall be released as construction progresses in
accordance with the Town's standard practices.
d. Construction Standards. WMC shall ensure that all construction and
improvements are performed in a workmanlike manner in accordance with Town rules,
regulations, requirements, criteria, and codes governing such construction and this
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Agreement. The Town shall have no duty to accept the dedication of any Public
Improvement that is not constructed in compliance with this Section.
e. Damage. WMC shall be fully responsible for the prompt repair of any
property which may be damaged during construction of the Public Improvements,
whether such property is public or private.
f. Completion. WMC shall notify the Town when it deems a Public
Improvement to be complete.
g. Conditional Acceptance. Within 30 days of notification that the Public
Improvements are complete, the Town will review the same and deliver a written
Conditional Acceptance, or, for any that are not acceptable, specify in writing in
reasonable detail which improvements are not acceptable and the reasons they are
unacceptable.
h. Warranty. WMC warrants and guarantees that, for two years from the
date of Conditional Acceptance, the Public Improvements: will not fail, and will be
constructed and installed in a workmanlike manner suitable for their intended uses; will
be constructed in compliance with applicable federal, state, municipal, and special
district statutes, ordinances, regulations, rules and codes; and will comply with all
applicable land use approvals.
i. Final Acceptance. Upon the expiration of the warranty period for any
particular Public Improvement, and provided any breaches of warranty have been
cured, the Town shall issue written Final Acceptance of such Public Improvement and,
thereafter, the Town will accept and maintain such improvements. Upon WMC's
request, the Town shall confirm in writing the acceptance of such Public Improvement.
5. Fees.
a. General. Except as expressly provided in this Agreement, WMC shall
pay all permit, plan review, and other similar fees to the Town in connection with the
Project.
b. Employee Housing. The Parties recognize that the Project will generate
new employees, and as such, WMC must mitigate the impacts on employee housing.
In mitigation of those impacts, WMC agrees to the following:
i. Initial Payment. WMC shall submit a cash -in -lieu payment in accordance
with this Section (the "Employee Housing Payment"). The Employee Housing
Payment shall be due upon issuance of the first building permit for the West
Wing. The amount of the Employee Housing Payment shall include both the
employees generated by the West Wing (56 employees as determined by the
PEC on May 11, 2015) and the employees anticipated to be generated by the
East Wing and all other aspects of the Project ("East Wing Estimate"). When the
final employee housing requirements are determined by the Town (during the
PEC approval process for the East Wing), the amount due will be determined,
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under the formula in place at that time. The Employee Housing Payment shall be
retained by the Town, regardless of whether the East Wing is ever constructed.
ii. Audit. Two years following the issuance of the first certificate of
occupancy for the West Wing, the Town shall conduct an audit to determine how
many new employees were actually generated by the West Wing during that two-
year period. If that number exceeds 56, WMC shall submit an additional cash -
in -lieu payment for the additional employees. If that number is less than 56,
WMC may be entitled to a credit as set forth below.
iii. Credit. If a building permit is issued for the East Wing within 10 years
from the date of issuance of the first certificate of occupancy for the West Wing,
the Town shall credit that portion of the Employee Housing Payment not
attributable to the West Wing against any employee housing mitigation
requirements for the East Wing.
iv. Refund. If a building permit is issued for the East Wing within 10 years
from the date of issuance of the first certificate of occupancy for the West Wing,
and the East Wing Estimate exceeded the actual employee housing mitigation
requirements for the East Wing Estimate, the Town will provide a refund.
V. No Credit or Refund. If a building permit is not issued for the East Wing
within 10 years from the date of issuance of the first certificate of occupancy for
the West Wing, the entire Employee Housing Payment shall be retained by the
Town, with no credit or refund to WMC.
C. Parking. The Parties recognize that the Project will generate increased
parking demands, and that currently, a parking deficit of 173 spaces exists (the "Parking
Deficit"). The Parties agree to address the deficit and the increased parking demands
as follows:
i. Annual Payment. WMC shall remit an annual payment to the Town to
defray the Town's expenses incurred in providing parking for WMC during the
non -ski season months, in the amount of $5,250 (the "Annual Parking Payment").
The Annual Parking Payment shall commence upon the issuance of the first
building permit for the West Wing and continue until the first certificate of
occupancy is issued by the Town for the East Wing.
ii. Future Parking Commitment. Upon the issuance of the first certificate of
occupancy for the East Wing, WMC shall construct or acquire ownership of a
minimum of 41 net new parking spaces on-site or within 300' of the Property. In
addition, WMC shall construct parking or implement permanent programs or
improvements to provide alternative transportation solutions for employees that
further mitigate the Parking Deficit. Examples of such programs or
improvements include without limitation off-site or down -valley park and ride
facilities and other programs set forth in § 12-10-20 of the Vail Town Code. All
such programs are subject to review and approval by the Town pursuant to
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applicable review procedures. Such programs shall not be altered or
discontinued without prior Town approval.
iii. Penalty. If WMC does not obtain the first building permit for construction
of the East Wing and does not mitigate the Parking Deficit as required above
within 10 years of the issuance of the first certificate of occupancy for the West
Wing, then WMC shall pay the Town a penalty of $14,980,000 (which
represents $70,000 per parking space); provided that the penalty shall be
reduced in an amount equal to the parking spaces that have been constructed,
acquired or mitigated for, in the amount of $70,000 per space. If the penalty is
imposed, in addition to the penalty, the Parties acknowledge that the Town shall
not have any obligation to act on any land use applications for the Property that
do not address the Parking Deficit.
iv. Audit. The Town shall conduct a biennial audit, at VVMC's cost, of the
parking programs implemented and improvements constructed by WMC. If the
audit demonstrates that such programs and improvements have not mitigated the
Parking Deficit, the Town may require WMC to implement new or improved
programs, or make additional improvements, subject to applicable Town review
procedures.
d. Traffic. The Parties recognize that the Project will generate traffic impacts,
and as such, requirements for mitigation of such traffic impacts. The Parties agree to
address those parking impacts as follows:
i. Payment. WMC shall pay a traffic impact fee (the "Traffic Payment"),
upon the issuance of the first building permit for the West Wing. The amount
shall be $624,000 ($6,500 multiplied by 96, which represents the net new p.m.
peak hour trips actually generated by the West Wing and estimated to be
generated by the East Wing).
ii. Refund/Additional Payment upon Codification. The Parties recognize that
the Traffic Payment is based on the formula in place as of the Effective Date, but
that the formula was not codified on the Effective Date. When the Town codifies
the formula, the Parties agree that, should the codified formula result in a total
payment that is less than the Traffic Payment, the Town will refund the difference
to WMC, but should the codified formula result in a total payment that is more
than the Traffic Payment, WMC will make the additional payment to the Town;
provided, however, that the codification of the formula occurs prior to the
submittal of the first building permit application for the East Wing or within 5
years of the issuance of the first certificate of occupancy for the West Wing,
whichever occurs first. If no formula is codified within that time, no refund or
additional payment shall be due. If the Town codifies the formula and WMC
makes an additional payment to the Town as set forth above and the Town
subsequently amends the formula to decrease the cost per trip within 5 years of
the codification, then the Town shall refund the difference to WMC.
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iii. Refund/Additional Payment for East Wing. Upon issuance of the first
building permit for the East Wing, the number of new p.m. peak hour trips
actually generated by the East Wing shall be determined. If the number of trips
is less than the amount estimated in Section 5.d.i. above, the Town will refund
the difference to WMC. If the number of trips is more than the amount
estimated in Section 5.d.i. above, VVMC shall make the additional payment to
the Town.
iv. Credit. The actual cost to VVMC of the initial access improvements to the
South Frontage Road and Town Hall parking lot, as set forth in Exhibit C-3,
attached hereto and incorporated by this reference, shall be credited against the
Traffic Payment, up to a maximum amount of $250,000, at such time as such
improvements are accepted by the Town.
6. Breach and Remedies.
a. By the Town. If the Town defaults on any obligation under this Agreement
for any reason, WMC may seek damages, but WMC shall not be entitled to enforce
this Agreement through an action for specific performance.
b. By WMC. If WMC defaults on any obligation under this Agreement, the
Town may: seek damages; draw on the letter of credit; and/or withhold issuance of
building permits or certificates of occupancy not yet issued for any improvements on the
Property until said default has been cured or waived. In addition to the specific
remedies set forth herein, the Town shall have all other remedies available at law or
equity, and the exercise of one remedy shall not preclude the exercise of any other
remedy.
7. Miscellaneous.
a. Severability. If any provision of this Agreement is determined to be void
by a court of competent jurisdiction, such determination shall not affect any other
provision hereof, and all of the other provisions shall remain in full force and effect.
b. Integration. This Agreement represents the entire agreement between the
parties hereto with respect to the subject matter hereof, and all prior or extrinsic
agreements, understandings or negotiations shall be deemed merged herein.
C. Waiver. No provision of this Agreement may be waived to any extent
unless and except to the extent the waiver is specifically set forth in a written instrument
executed by the Party to be bound thereby.
d. Modification. This Agreement may only be modified by subsequent written
agreement of the Parties.
e. Governing Law and Venue. This Agreement shall be governed by and
construed in accordance with the laws of the State of Colorado, and venue for any legal
action arising out of this Agreement shall be in Eagle County, Colorado.
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f. No Third Party Beneficiaries. No third party is intended to or shall be a
beneficiary of this Agreement, nor shall any third party have any rights to enforce this
Agreement in any respect.
g. No Joint Venture or Partnership. No form of joint venture or partnership
exists between the Town and VVMC, and nothing contained in this Agreement shall be
construed as making the Town and WMC joint venturers or partners.
h. Notices. A notice under this Agreement shall be in writing and may be
given by U.S. Mail, postage prepaid, addressed as set forth herein; or hand -delivery.
Notice shall be effective three days after mailing or immediately upon hand -delivery.
The addresses of the Parties shall, unless changed in writing, be as follows:
The Town: Town Manager
Town of Vail
75 South Frontage Road
Vail, CO 81657
WMC: Chief Executive Officer
Vail Valley Medical Center
181 West Meadow Drive
Vail, CO 81657
With a copy to: Chief Financial Officer
Vail Valley Medical Center
181 West Meadow Drive
Vail, CO 81657
i. Contingency, No Debt. Pursuant to Article X, § 20 of the Colorado
Constitution, any financial obligation of the Town under this Agreement are specifically
contingent upon annual appropriation of funds sufficient to perform such obligation.
This Agreement shall never constitute a debt or obligation of the Town within any
statutory or constitutional provision.
j. Governmental Immunity. Nothing herein shall be construed as a waiver of
any protections or immunities the Town and its officials, representatives, attorneys and
employees may have under the Colorado Governmental Immunity Act, C.R.S. § 24-10-
101, et seq., as amended.
k. Recording. This Agreement shall be recorded with the Eagle County
Clerk and Recorder. The benefits and obligations of the Parties under this Agreement
shall run with the land, and shall be binding on, and enforceable by, any subsequent
holder of an interest in the Property.
I. Rescission without Penalty. Notwithstanding any other provision of this
Agreement, should the Town fail to approve any of the land use applications for the
Project, either Party shall be entitled to rescission of this Agreement without any penalty
whatsoever. Should the Town approve the applications, but the approvals are
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challenged by referendum or other legal action, either Party shall be entitled to
rescission of this Agreement without any penalty whatsoever.
M. Force Majeure. Neither the Town nor VVMC shall be in breach of this
Agreement if a failure to perform any of the duties under this Agreement is due to Force
Majeure, which shall be defined as the inability to undertake or perform any of the duties
under this Agreement due to acts of God, floods, storms, fires, sabotage, terrorist
attack, strikes, riots, war, labor disputes, forces of nature or the authority and orders of
government.
IN WITNESS WHEREOF, the Town and VVMC have executed this Agreement
as of the Effective Date.
ATTEST:
Patty McKenny, Town Clerk
am
STATE OF COLORADO )
) ss.
COUNTY OF )
TOWN OF VAIL:
Stan Zemler, Town Manager
VVMC:
The foregoing instrument was acknowledged before me this day of
, 2015, by as
of Vail Clinic, Inc., a Colorado nonprofit corporation d/b/a the Vail Valley Medical Center.
My commission expires:
Notary Public
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