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7.3. SR 12-04-2006 City of Elk River REQUEST FOR COUNCIL ACTION Agenda Section Meeting Date Administration December 4, 2006 Item Description Memorandum of Understanding between the YMCA, City of Elk River, and Economic Develo ment Authori Administrator Introduction Attached is the most recent draft of the Memorandum of Understanding (MOU) with the YMCA. This draft incorporates the Council's comments from the November 6 and November 20 Council meetings. This MOU will be the basis for the lease between the YMCA, the City, and the EDA. The lease will layout in more detail the items in the MOD. Discussion During the course of MOU negotiations with the YMCA, another issue has come up that needs Council discussion. Early in the process of working with the YMCA, the city stated its strong need for a gymnasium for recreation programs. Based on that need, a gymnasium was included in the plan and was identified on the Conceptual Site Plan prepared by the YMCA. It was not evident in looking at that plan that the gymnasium was not full size. The YMCA representatives have recendy informed us that the plan they presented did not include a full size gymnasium; the gymnasium they are proposing is half size or slighdy smaller. Attached is a memo from Bill Maertz, Parks and Recreation Director addressing this 1ssue. In an attempt to include a full size gymnasium in the building, new language has been included in the MOU. The MOU now states that if possible a full size gymnasium will be included in the $12,000,000 budget. If that isn't possible and a Sherburne County Landfill Legacy Grant is awarded, those funds may be used to expand the gymnasium. At the November 6 meeting the Council gave direction that the project cost would not exceed the original budget and that the Legacy Grant would be used to reduce the city's debt service on the financing. The new language does not preclude that, but suggests that the Grant could be used to finance the gymnasium expansion. That is in conflict with your earlier direction that the budget not exceed $12,000,000. Before the MOU can be fmalized, staff needs direction from the Council on how you want to address the gymnasium size issue. The rest of the attached MOU remains similar to the version the Council reviewed on November 6. However, there are several changes that should be highlighted: . The number of passes to use the facility free of charge has increased from four individual passes per household one time per year to four household passes per year. Each household (home, apartment, townhome, etc.) will be able to use the YMCA four times per year free of charge. . The gymnasium hours available to the city have been defined. The city will receive twenty-three hours of use per week at times that are conducive to recreation programming. . The section on capital improvements has been refIned differentiating between structural and programming capital improvements. Although the language has changed, the basic concept is the same as before. It requires capital improvements be made as necessary and the YMCA pay for all of those costs unless notice of termination has been made. The payment provisions differ depending upon whether the YMCA or the EDA requested termination and whether the improvement was approved by the EDA. Please review the attached MOU carefully because, as I stated, this will be the basis for drafting the lease between the YMCA, City, and EDA. If you need clarifIcation or have questions on the MOU, please contact Peter Beck or me. The MOU is scheduled to be considered by the EDA and Council on December 11. Financial Impact N/A Attachments · Draft Memorandum of Understanding · YMCA Site Plan and Conceptual Rendering provided by the YMCA · Memo from Bill Maertz Action Requested Staff requests direction on gymnasium size and the use of the Sherburne County Landf1ll Abatement Legacy Grant. Council Action Motion by _ Second by _ Vote Follow Up S:\Council\Lori\2006\ YMCA MOD 120406 (2).doc DRAFT MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding (this "Memorandum") is made as ofthe _ day of ,2006, by and between The Young Men's Christian Association of Metropolitan Minneapolis, a Minnesota corporation ("YMCA") the City of Elk River ("City") and the Economic Development Authority in and for the City of Elk River ("EDA"). RECITALS A. The City owns certain real property (the "Site") adjacent to City Hall located within Elk River, Minnesota, as depicted on Exhibit A. The EDA proposes to construct on said Site an EDA owned building of approximately 51,000 square feet that is to be no more than two stories in height and will include adequate parking for the operation of the YMCA and outdoor spaces customary to other suburban YMCA's to be leased to and operated by the YMCA (the "Building"). B. The EDA is interested in entering into a lease (the "Lease") with the YMCA, whereby the YMCA will design and the EDA will construct the Building, which will then be leased by the EDA to YMCA for the operation of a YMCA. C. The City will remain the owner of the land. D. The EDA has been authorized to provide financing for the designing, constructing, and equipping ofthe Building in an amount not to exceed $12 million. The YMCA will make lease payments to the EDA in an amount equaling 1/3 ofthe annual cost of the financing. E. The YMCA and the EDA will cause the design and construction ofthe Building to incorporate reasonable architectural appeal, quality building materials, and durable finishes that comply with City standards. F. The YMCA will operate the Building using standard YMCA designed curriculum, practices and guidelines designed for youth, adults, and seniors associated with an aquatics center, fitness center, kids adventure zone, and gymnasium. G. The YMCA will use memberships that entitle members to services as a part of the membership fee and access to additional programs on a fee basis. The YMCA will offer a package of services and programs similar to other suburban YMCAs and benefits designed specifically for Elk River residents. H. The YMCA will offer to the community who are not members, community events and programs at a nominal cost as well as the ability to access fee based programs. 1. The YMCA shall be solely responsible for all programming at the YMCA unless a program is directly sponsored and run by the City, and all building interior maintenance, building exterior maintenance, grounds and parking maintenance, and the operation of the Building, including all related staffing. 1 J. The YMCA will have a volunteer board made of community members and leaders. K. This Memorandum is dependent on the City, the EDA and the YMCA determining that it is feasible to financially meet the programming needs of both entities and provide cash flow adequate to operate, staff, maintain and make capital improvements to the Building, and to provide the services and programs intended. NOW, THEREFORE, in consideration of the foregoing recitals, the parties hereto agree as follows: I. The EDA and the YMCA will enter into a Lease pursuant to which the YMCA will design and the EDA will construct the Building which will be leased to the YMCA for the operation of a YMCA in accordance with the following terms and conditions: A. Design and Construction. The YMCA and the EDA will cause the design and construction of the Building to incorporate reasonable architectural appeal, quality building materials, and durable finishes that comply with City standards. The cost of designing, constructing, and equipping the building will be funded through the financing. The City and the EDA's financial commitment shall not exceed $12 million without prior approval of the City and the EDA. The YMCA and EDA intend to design and construct the Building to meet current Building Codes and environmental standards. The Building is programmed to include one small gymnasium for the use of YMCA members and City of Elk River recreational programs when the YMCA has no scheduled activities. If feasible, the gymnasium shall be designed and constructed in a manner that permits City staffing and City users controlled access to the gymnasium. The YMCA and EDA will include alternates in the design documents that will give the YMCA and EDA the option to elect to use building materials that qualify the Building for a Sherburne County Landfill Abatement Grant (the "Grant") provided the total cost of the Building does not exceed $12 million. The YMCA and EDA will also include an alternate to build a full size gymnasium provided the total cost of the building does not exceed $12 million or if the Building qualifies for the Grant and is awarded the Grant, the YMCA and EDA may elect to use the Grant proceeds to build a full size gymnasium provided the cost ofthe building does not exceed $12 million plus the Grant proceeds. The gymnasium will be made available for City of Elk River recreational programs not less than the following: Monday through Friday: 8 hours/week between the hours of9:00 a.m. and 3 :00 p.m. and 8 hours/week between the hours of 3 p.m. and 9 p.m. The City will not be required to use more than 2 of the 8 hours per week on Fridays. Saturday and Sunday: 3 hours/week between the hours of 6 a.m. and 12:00 p.m. and 4 hours/week between the hours of 12:00 p.m. and 8:00 p.m. 2 B. Programming. The YMCA will operate the Building using standard YMCA designed curriculum, practices and guidelines designed for youth, adults, and seniors associated with an aquatics center, fitness center, kids adventure zone, and gymnasium. The YMCA will use memberships that entitle members to services as a part of the membership fee and access to additional programs on a fee basis. The YMCA will offer a package of services and programs similar to other suburban YMCAs. The YMCA will also provide Elk River residents: . One time waiver of the Joiner's Fee. . 4 household Guest passes per year which would entitle everyone living at that address access to the YMCA for the day - proof of residence is required. . Periodic Community events at a nominal charge per family such as: Breakfast with Santa Fall Festival 4th of July Picnic . Partnerships with the County, Police, School District, Boys and Girls Club, United Way and other agencies to offer programs for Youth such as: Kids and Cops National Youth Program Using Mini-Bikes (NYPUM) After school programming Leaders Club Teen Nights . Senior citizen programs at a nominal fees such as : Luncheons Day trips Fitness assessment . Local bus stops to day camp and access to 4 overnight camps. . Through a strong partnership with the City other local needs will be identified and addressed as needed and funding allows. 3 C. City Park Land and Facilitv Access The YMCA shall have access to the City Park and its facilities as follows: 1. The YMCA will be able to use City park land on a non-exclusive basis to allow supervised play for approximately 50 children at any one time. The park will be available to the YMCA from 6 a.m. to 6 p.m. on school out days and during summer vacation. 2. The YMCA will be able to use City Park Facilities for programming pursuant to the City's applicable policies for park facility use. The current Facility Use Policy is attached as Exhibit B. Fees are set each year by the City Council. A Facility Use form must be submitted for all requests. For programs that are not otherwise offered in the City of Elk River, the YMCA will be considered a Priority One User and will be granted access to facilities based on availability. For programs that are already offered in the City of Elk River, the YMCA will be considered a Priority Two User and will be granted access to facilities based on availability. Any access to facilities that are open to the public must not interfere with the general public use. These facilities will remain open during any YMCA activity. D. Lease Term. The initial term ofthe Lease shall be 30 years from the date of commencement of the Lease. At the expiration of the initial term, the lease shall remain in effect unless and until terminated by either party as provided below. E. Lease Payments. The YMCA will make lease payments to the EDA in an amount equal to the amount required to amortize one-third (1/3) of the total amount financed by the EDA plus the City's insurance costs as provided in III.B. Once the EDA's debt on the Building has been repaid in full, the lease payments shall be one dollar ($1) per year plus the City's insurance cost as provided in III.B. F. Management and Operation. The YMCA will assume all management and financial responsibility of operating and maintaining the YMCA, including related staffing. The YMCA will collect all membership fees and program fees and pay all costs of operations for the YMCA, including the lease payments to the EDA. Any shortages between the amounts collected and paid will be funded by the YMCA. G. Maintenance and Capital Improvements. YMCA shall be responsible for maintaining the Building to an appropriate standard for such a facility, including 4 making all capital improvements necessary to ensure the structural integrity of the building and to support any changes in programming necessary to keep the programming current and consistent with the programming at other YMCAs operated by the YMCA. Structural Structural capital improvements with an economic life exceeding the term of the Lease will be submitted to the EDA for approval ofthe cost and the economic life of the proposed capital improvement, both of which will neither be unreasonably withheld nor altered. If the Lease is terminated by the City or EDA prior to the end of the approved economic life of a capital improvement, the YMCA will be reimbursed the value of the remaining economic life ofthe capital improvement at the time of the notice of termination of the Lease. If the Lease is terminated by the YMCA prior to the end of the approved economic life of a Capital improvement, the YMCA will be reimbursed the value of the remaining economic life of the capital improvement 120 days prior to termination of the Lease. The value of the remaining economic life will be calculated based on the approved cost of the capital improvement divided by the total number of months in the approved economic life of the capital improvement multiplied by the number of months remaining in the approved economic life of the capital improvement. Structural capital improvements to be made after a notice of termination has been given must be approved by the EDA as provided above and will be paid for proportionately by the YMCA and City with the YMCA's share being the number of months remaining in the Lease divided by the number of months in the economic life multiplied by the capital improvement cost. If the YMCA makes structural capital improvements without the required approval of the EDA, the YMCA will be responsible for payment of 100% ofthe cost of the capital improvement and will not be entitled to reimbursement in the event of termination. Programming improvements Capital improvements to accommodate programming changes with an economic life exceeding the term of the Lease will be submitted to the EDA for approval of the cost and the economic life of the proposed capital improvement, both of which will neither be unreasonably withheld nor altered if the YMCA demonstrates to the EDA's satisfaction that the program change is occurring or has occurred in similar YMCAs or that the program is needed for the Building to remain competitive. 5 If the Lease is terminated by the City or EDA prior to the end of the approved economic life of a capital improvement, the YMCA will be reimbursed the value of the remaining economic life of the capital improvement at the time ofthe notice of termination of the Lease. The YMCA will not be reimbursed for program generated capital improvements if the YMCA elects to terminate the Lease. The value of the remaining economic life will be calculated based on the approved cost of the capital improvement divided by the total number of months in the approved economic life of the capital improvement multiplied by the number of months remaining in the approved economic life of the capital improvement. Programming capital improvements to be made after a notice of termination has been given must be approved by the EDA as provided above and will be paid for proportionately by the YMCA and City with the YMCA's share being the number of months remaining in the Lease divided by the number of months in the economic life multiplied by the capital improvement cost. If the YMCA makes programming capital improvements without the required approval of the EDA, the YMCA will be responsible for payment of 100% of the cost of the capital improvement and will not be entitled to reimbursement in the event of termination. H. Termination. 1. At End of Initial Term. The Lease may be terminated by either party by providing 10 years written notice to the other party on the first day of the 20th anniversary ofthe effective day of the lease and on each anniversary date thereafter. 2. For Cause. The EDA shall have the right to terminate the Lease for cause, upon 90 days' written notice, with the opportunity to cure, if: a. The YMCA fails to make lease payments; b. The operation of the YMCA, including the fees charged, is not consistent with the standard YMCA curriculum, practices, guidelines, and fees charged for other YMCAs operated by the YMCA; c. The YMCA ceases operations; or 6 d. YMCA fails to maintain the Building consistent with other YMCA facilities. Ifthe EDA denies a capital improvement to maintain the building submitted by the YMCA as described in Section I.F., then failure to maintain the Building will not be cause for termination if the failure to maintain is caused by the denial of the requested capital improvement. The YMCA will have 90 days to cure the default. I. Access. The City will be responsible for providing access to the site for the YMCA Building. II. The YMCA's Hours of Operation: A. The YMCA may operate from 5 a.m. until 11 p.m. Monday through Sunday. B. Holidays: 1. The YMCA will be closed on Christmas and Easter. III. Risk Management Principles A. The YMCA will carry casualty and liability insurance customary for such a facility. Insurance policies will include the City and EDA as named insured. B. The City and EDA as Owners will carry casualty, property and liability insurance that is customary to similar facilities, meets statutory requirements, and is consistent with other City owned facilities. The insurance will include the YMCA as named insured. The City and EDA's costs for insurance shall be added to the Lease payments due from the YMCA. This document represents a framework of principles expressing the current understanding between both parties and does not constitute a legally binding agreement. The parties agree to utilize the principles expressed in this document as a framework for all subsequent legally binding documents between the City, EDA and the YMCA. 7 CITY OF ELK RIVER By: Its Mayor: By: Its: ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF ELK RIVER By: Its President: By: Its Executive Director: THE YOUNG MEN'S CHRISTIAN ASSOCIATION OF METROPOLIT AN MINNEAPOLIS By: Harold Mezile, Jr. Its: President and CEO ERMOUvl 12/01/06 8 tIjo ~~1 < :!; gu m -3 trj r- ~ :c ;>0 rJ'i @ :;: m rJ'i l' ~ "Tl Z 0 ~ '" to l ~ l ~ C rJ'i > -3 '" > I -3 0 > Z "1:1 ~ C ~ '" "1:1 iO 0 rJ'i 0 m rJ'i :>< 0 z ~ l ~ -< -3 > :c U5 ~ U5 trj z r:/J 0 -3 ~ > ~ rJ'i C trj '" < r m -< ~ ~ ~ ~ r:/J z'" (')0 ~o o~ s::$! ~~ -IF.ir~~.. b !!l~ .. '" o o 0> 1Il ~ r fTI > S:\PLANNING\Prelim Planning Projects\yMCA Area\Master Plan\yMCA.dwg, 11/30/2006 10:21:54 AM, HP CDkl, LaserJet 3550 EXHIBIT B ~ ver Parks and Recreation POLICY FOR FIELD USE Effective January 1,2003 Priorities The following priority schedule will be used for identifying associations and field use: Priority One: One association/group per sport/activity and population served. This association will be the association with seniority if it serves the largest number of participants. Priority Two: All other groups requesting fields. Field Use Fields will be scheduled for Priority One first. Groups must allow a minimum of 14 days for the processing of their request. Field use will be assigned based on the previous year's participation numbers as well as what fields are available for use. Requests must be submitted in writing by the deadline as determined by the Recreation Department to ensure field availability. Field Maintenance Fields will be maintained in accordance with industry standards as outlined by Priority One association based on the schedule supplied by the association. Any changes to the original schedule must be completed in writing at least 2 business days before the need or no maintenance will be provided and change request may be denied. Weare not responsible for any messages left on the voice mail system. No changes may be made to City fields by anyone other than the City. Fees Priority One Fees: The City will set fees each season. This fee, any outstanding bills, and a complete participant roster must be submitted to the Recreation Department before any scheduling needs will be considered for that season. This fee will cover the following basic services: · Coordination of scheduling and maintenance . Portable toilets at each site . General field set up for games, excluding items listed below These items are not included in seasonal fees and will be billed at actual cost unless otherwise noted: · Maintaining a field more than once each day · Extra portable toilets and/or cleanings · Moving of bases - $25/move Priority Two Fees: All other Applications for Facility Use received for fields will be reviewed once scheduling is complete for the associations. Field use fees will be as determined by the City. This fee covers use only. No maintenance will be performed nor may any changes be made to the field by the persons/groups reserving the field. Any maintenance or changes to fields may be requested and will be reviewed for feasibility. Ifwe are able honor requests, fees will be assessed based on actual expenses incurred as determined by the City. ELK RIVER PARKS AND RECREATION Outdoor Facility Use Application This form and the appropriate fee must be completed and submitted a minimum of 14 days prior to the requested date. We are unable to check availability without a completed application and payment. Payment must be made by individual or group renting the facility. If there is no scheduling or policy conflict pertaining to the date and facility requested, a permit will be issued. Please note that some requests may involve city Parks and Recreation Commission review and must be submitted a minimum of 60 days prior to the event. Applications can be dropped off, mailed or faxed to our office. All applicable city, county, and state ordinances and policies must be followed. VISA. MasterCard, check and cash accepted. Amounts over $100 must be made by credit card or money order. Facility Type of Facility Not all facilities are available at all park locations. Please ask if unsure. o Shelter (please specify park) o Bandshell (at Lions Park only) o Field (individual) o Athletic Complex o Concession Stand (at athletic complexes only) o Park * o Street(s) ** * Many park uses require review by the Parks and Recreation Commission. ** A map must be included with details on the back side of this application and event may also require review by the Parks and Recreation Commission. Location Requested - Please be specific First Choice Second Choice Event Day Date( s) Times Activity Number of People Equipment group will bring Needs/Requests from the City (please confirm availability upon rental) Renter Individual Responsible Address Phone # Sponsoring Group Email Fax # The applicant is responsible and must be on site at all times during this event. By signing below, you agree to follow all applicable state, county, and city ordinances and policies. You understand that the fees are non-refundable unless this request is not granted or is cancelled by the City of Elk River. Signature Date ~"". ... . \ El .:::: River Parks and Recreation See back for fee information. 763.635.1150 1104 Lions Park Drive Fax: 763.635.1155 Fee Schedule Shelters Residents: N on-Residents: $20 $40 Bandshell Residents: Non-Residents: $20 $40 Fields/Hockey Rink Residents: $20 Non-Residents: $40 With a Shelter: $0 Parks Minor Use as Determined by the City- Residents: $0 Non-Residents: $40 Major Use as Determined by the City- Fees set by the Parks and Recreation Commission Maximum Fee: $500 Athletic Complex Per Day: $50 Gate Fees or Team Fees (payable after event): Percentage of fees collected as listed below $~1~00 0% $1,001-1,500 10% $1,501-2,000 15% $2,001-2,500 20% $2,501 + 25% Concession Stand Per Day: $50 Inventory Fee: $100 MSF JO Fee if applicable: $100 Deposit: $500 Use ofInventory/Supplies (payable after event): Cost + 10% + sales tax Streets No fee Barricades are available and must be picked up within 24 hours prior to the event and returned within 24 hours after the event. ADDITIONAL FEES MAY APPLY BASED ON EXPENSES ASSOCIATED WITH THE EVENT SUCH AS TOILET CLEANINGS AND GARBAGE PICK UP. Map of Street Being Used (if applicable) Ifplacing barricades, please mark barricade locations FOR OFFICE USE ONLY Date and Time Received: Person Accepting Application: Please initial, date, and return to the Parks and Recreation Department Route to: Police Dept. Approval Public Works Approval Parks and Recreation Commission Approval Of) c .- [) ~ C) ~ c:a B & u c o U '"0 l""'" ce ~ - ,..., ~ ~ ~ ~ f ~ ~ ~ m .. \ Q Cd - ~ Q) -- .- lZl "; ;:: 0. Q) u Q o U @ en ... ... 5 en ~ == ~'" z ~8. ~ ~zm<c <(oQ)2~ :;;~~~:iE>-~ .1It ~>- 2 ~(;; ~c. -~ ctI ~ c:c Cl:l E!? m <~.c Cl:l~ ~2 c: u,,:s ~5~:iE A. ~~c51 UJZ CC &U Z Z Ol) Q .- 1-1 Q) ""0 Q ~ - Cd ~ Q) u Q o U :& en Z ... 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"'!I!:i :3"'&:1,; ::Ee,:,o >-3!.....~ &I.I~ffi<( :ccc>e..:> ~f5ile~ :::!!i~~ ~""'&I.I~ ffi~~ c=g~ e !e..:>~ g?:;:::; 0.. ~ :S~ctiCD C'J u:i"i'~~..c C'l-c>-t::eniSca-;' a: ~ CIi ~~ U ,gg ~ ~ en-tJ CD ~-~ 8.-$ ZenCi)Ci5co caO cc~5-C1: I c:: ~ a q>-::2:.l!l 8 '" o.!:.!: =!::>-~~~~~:5 =ZoQ.)-E~-~2i5 -=O'5:::JCDCOCClCf3 a:::Er--",Ec::ClCl>'" ~::EN~ E.!: 6 0,8 -C>> u8~==Q)g a:U~CC1Q,)c::::o5en =-=c 0 ~.5~ Cigo idS e~-o8.~-2: ~ 9zcaEfag-555~ =C1C1>E-cCl>c::'O.c =za;oCl>:2' _ Cl :z:c..c::::u-~_Q.)~C:: en_-o;oJ5ca..Q ..... >.O..t:::<t:19 ~co >-u mO-U&i::: Q) ~~15ci~::2;i!:!~Ei; "__F~ttl>-t.)~..c:::: City of Elk River REQUEST FOR COUNCIL ACTION Agenda Section Meeting Date December 4, 2006 Item Number Item Description Information Re ardin osed YMCA G mnasium Prepared by Bill Maertz, Parks and Recreation Director Reviewed by Lori ohnson, Ci Administrator Introduction Information regarding the proposed YMCA gymnasium. Discussion The most recent YMCA MOD includes language that dedicates gymnasium time for city use. With a separate entrance this time could be used for recreation programming, open gym, basketball tournaments, youth hockey conditioning training and play time for home schooled children. YMCA membership would not be required of people participating during these programs. This will be direct benefit for residents of Elk River who do not join the YMCA. On the literature prepared by the YMCA there are no dimensions given for the gymnasium. In discussions with YMCA staff it became apparent that the gymnasium they were planning was the size of a half basketball court with minimal space outside the foul lines. The proposed gymnasium is approximately 5000 square feet. A typical gymnasium with a full basketball court is 12,000 square feet. The most recent MOD has language that keeps open the possibility of building a full court gymnasium if it is possible within the original $12 million budget. Financial Impact The original 51,000 square foot building had an estimated cost of$10 million with an additional $2 million added for potential LEEDS certification and inflation factors. Building a full court gymnasium would cost approximately $750,000. Staff believes that construction of a full court gymnasium is feasible within the $12 million budgeted with minor adjustments to the original plan. Attachments Proposed 5000 square foot gymnasium Potential full court gymnasium Action Requested Provide feedback as to whether the MOD language regarding gymnasium access and size is adequate. Council Action Motion by _ Second by _ Vote Follow Up C: \Documents and Settings \ tallard\Local Settings \ Temporary Internet Files \ OLKF\ YMCA Gym Memo (2).doc (") >-< ~ ::J ~ -< ?O 0 n '"" ;J:> 0 m t"" ;><: ::0 ~ <: m 0 ::0 r./1 trl t) ~ ~ """'3 :::c: :::c: ()l > G) 'OU --<~ 0 ::::0 ~ ~ 00 ~ () U )>OUlO n ::::oc 0 Ul fTl::::O '1 fTl 0 )> --\ --\ 0 C ?O """'3 ~~ ~ffl!' 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