CSXT Form 3014-Sheet 1
Rev. June 1990
RE-
GLM/blj
LAND LEASE
THIS LEASE, Made as of first day of January, 1993, between CSX
TRANSPORTATION, INC., a Virginia corporation, whose mailing address is 000 Xxxxx
Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000, hereinafter referred to as Lessor, and
AMERICAN MICRO-MED CORPORATION, whose address is 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxx 00000, hereinafter (whether one or more) referred to as Lessee:
WITNESSETH: That, for and in consideration of the rents hereinafter agreed
to be paid by Lessee, and of the covenants and agreements herein to be kept and
performed by Lessee, Lessor hereby demises and leases unto Lessee solely for the
purpose herein expressed, certain vacant and/or unimproved land, owned by
Lessor, referred to hereinafter as "the Premises", located at Chesterton, Xxxxxx
County, Indiana, as shown on Lessor's Drawing numbered A-930911 (dated 9/11/93),
attached hereto and hereby made a part hereof, and described as follows:
Being a rectangular shaped parcel of land situated east of Waverly Road,
south of Lessor's railroad tracks. Said parcel has approximate dimensions
of 25 feet by 110 feet, containing approximately 2,750 square feet of land
as highlighted in yellow on attached Drawing.
1. USE:
1.1 Lessee shall use and occupy the Premises solely for the purpose of
employee parking and for no other purpose(s).
1.2 The Premises shall not be used for a scrap or junk yard, the burning of
refuse, deposit of debris, garbage, sewage, or waste of any kind, or for any
other unsanitary or unhealthful purposes of any kind or nature, or any other use
contrary to any laws or regulations.
1.3 No portion of the Premises may be used for the transportation,
treatment, storage or disposal of hazardous materials, hazardous substances or
hazardous waste, as classified under RCRA (Title 42 U.S. Code, Sections 6901, et
al.), CERCLA (Title 42 U.S. Code, Sections 9601-9657, et al.) or XXXX (Title 42
U.S. Code, Sections 9601(35), et al.), or for any other use or purpose requiring
a federal or state environmental permit.
2. RENTS:
2.1 Lessee shall yield and pay to Lessor:
[ ] (A) as Base Rental the sum of THREE HUNDRED SIXTY FIVE U.S.
Dollars ($365.00) per year, payable in advance annually from the effective
date hereof, plus any applicable sales or rental tax thereon. Said Base
Rental shall be payable via Corporate Trade Payment, whereby Lessor
initiates, and Lessee accepts, an electronic debit, directly to Lessee's
bank account, as specified in the attached Exhibit "B" (Electronic Funds
Transfer Authorization Agreement); or
[X] (B) as Base Rental the sum of THREE HUNDRED SIXTY FIVE U.S.
CSXT Form 3014-Sheet 2
Rev. June 1990
Dollars ($365.00) per year , payable in advance annually from the effective
date hereof, plus any applicable sales or rental tax thereon.
2.2 The payment by Lessee of any sum(s) in advance shall not create an
irrevocable Lease for the period for which the same is/are paid. Lessor reserves
the right to periodically adjust the base rent herein any time after the
expiration of twelve (12) months, by giving notice of such adjustment to Lessee
at least sixty (60) days prior to the effective date of such adjustment.
Occupation of the Premises by Lessee after such effective date shall be at such
adjusted base rent. Base rent may be similarly adjusted annually or periodically
thereafter.
2.3 Failure of Lessee to receive any xxxx for periodic rent, or receipt of
a xxxx in an incorrect or unadjusted rent, shall neither override the Lease
terms nor excuse or release Lessee from liability or responsibility for the
correct contract rent. Limitation on collection for any erroneous xxxxxxxx or
payments shall be three (3) years from the termination of this Lease.
2.4 In the event any street, sidewalk paving, or other municipal or public
improvements are made on or adjacent to the Premises during this Lease ("special
benefits"), Lessee shall pay further additional rent equivalent to twelve and
one-half percent (12.5%) per annum of the cost of such special benefits.
2.5 In the event this Lease is terminated by notice of either party (other
than for breach or cause), Lessor shall refund to Lessee the proration of any
prepaid base rental plus any taxes paid in advance; PROVIDED, however, such
refund shall not be made when the cumulative total involved is less than One
Hundred Dollars ($100.00).
3. TAXES ON LESSEE'S PROPERTY:
3.1 Lessee shall pay the full amount of any and all taxes - State, County,
Municipal and Special - levied or assessed on account of any improvements or
personal property placed on the Premises by Lessee or predecessor Lessees, and
any penalties in connection therewith due to acts or omissions of Lessee. All
necessary payment, listing and other duties in connection with the taxation of
said improvements and personal property shall be performed by Lessee.
3.2 If taxes on said personal property or improvements are levied against
and paid by Lessor, Lessee shall reimburse Lessor for the full amount thereof as
additional rental within thirty (30) days after presentation of xxxx(s) from
Lessor therefor.
4. TERM:
4.1 This Lease shall become effective the date first written above, and
shall continue in effect unless and until terminated by thirty (30) days'
written notice by registered or certified mail from either party hereto to the
other.
4.2 Either party may terminate this Lease by giving such notice, without
cause and regardless of performance or nonperformance of any covenants or
agreements contained herein and regardless of rental having been paid in advance
for any period, and without any loss or damage to either party as a result of
such termination or cancellation.
CSXT Form 3014-Sheet 3
Rev. June 1990
5. APPROVAL OF PLANS; MAINTENANCE, REPAIRS:
5.1 Lessee shall not make, or permit to be made, any building, structure,
improvements or alterations on or to the Premises without the prior written
approval ant consent of Lessor. Lessee shall provide Lessor with detailed plans
and specifications for any such structure(s), etc., for such approval and
consent.
5.2 Lessee shall not create or permit any nuisance in, on or about the
Premises. Lessee shall maintain the Premises in a neat and clean condition
(including proper mowing when applicable). Buildings and other structures of
Lessee erected on the Premises shall also be maintained by Lessee to the
satisfaction of Lessor.
5.3 All work by Lessee or Lessee's contractor(s) pursuant to this Lease
shall be performed in good and workmanlike manner and in compliance with all
applicable code provisions.
5.4 All consents or approvals of Lessor to construction, alteration or
clearance plans, or standards of satisfaction of Lessor, required hereunder,
shall be secured from Lessor's Chief Engineer-Design & Construction at the
address above, or said Chief Engineer's designated representative, unless
otherwise provided herein or by separate notice.
5.5 All other notices or written proofs, advice, etc. required hereunder to
be given to Lessor shall be addressed to Lessor at the address above, c/o
Administrative Services Department (Contract Administration), unless otherwise
provided herein or by separate notice.
5.6 Neither the approval by Lessor of any improvements or installations
made by Lessee or Lessee's contractors, nor the failure of Lessor to object to
any work done, any material used, or the method of construction or installation,
shall be construed as an admission of responsibility by Lessor or as a waiver of
any of Lessee's obligations under this Lease.
6. TRACK CLEARANCE:
6.1 Lessee shall not erect or place or allow to be erected or placed any
buildings, structures, fixtures or obstructions of any kind (including parked
vehicles), either temporary or permanent, on or over the Premises, within
eighteen feet (18') horizontally of the centerline of nearest track over which
Lessor operates, or less than twenty-two feet (22') above the top of rail of any
track for the full width of said horizontal clearance, unless a lesser clearance
is provided for on said attached plan or the written consent of Lessor shall
hereafter be obtained. Nothing herein shall be construed to permit any clearance
less than the minimum required by any applicable law or regulation.
6.2 All structures erected over any of such tracks shall be built and
maintained in a manner satisfactory to Lessor. All wires suspended over any
tracks shall be placed and maintained only at the elevations and in accordance
with the standards prescribed by the National Electric Safety Code (NESC).
6.3 Lessee shall not temporarily block any sight view area of any rail/road
crossing on the Premises, by parking or allowing parking of motor
CSXT Form 3014-Sheet 4
Rev June 1990
vehicles or any other means, or erect any permanent structure(s) thereon nor
allow any landscaping/vegetation to block said sight view.
7. PERMITS, ORDINANCES, REGULATIONS, ETC.:
7.1 Lessee, at Lessee's sole cost and expense, shall secure all necessary
permits (including but not limited to zoning, building, construction, health,
safety or environmental matters), letters or certificates of approval. Lessee
expressly agrees and warrants that it shall conform and limit its activities to
the terms of such permit(s), approval(s) and authorization(s), and shall comply
with all applicable ordinances, rules, regulations, requirements and laws of any
governmental authority (State, Federal or Local) having jurisdiction over the
Premises or Lessee's use thereof.
7.2 Lessee assumes all liability for failure to so comply or to secure
necessary permits and shall further defend, indemnify and hold Lessor harmless
from any violation, any penalty, levy, fine, assessment or charge, however
denominated, and all costs of defense of or of compliance with any citation,
summons, order or violation notice(s) including any such citation, order, etc.
issued after termination of this Lease for any act, omission or event occurring
during the Lease term.
7.3 Lessee shall provide Lessor with copies of any permits or
authorizations Lessee obtains in compliance with any laws, ordinances, codes or
regulations applicable to the prevention or control of discharge of pollutants
or contaminants into environment (land, water or air) in connection with
Lessee's use of the Premises. Lessee shall also promptly provide Lessor with a
copy of any notice(s) served upon Lessee from/by any governmental authority
claiming violations of any such law, ordinance, code or regulation, or requiring
or calling attention to the need for any work, construction, alteration or
installation on or in connection with the Premises in order to comply with any
such law, ordinance, code or regulation.
8. DRAINAGE:
8.1 Lessee shall construct and maintain, in accordance with all applicable
statutes, ordinances, building codes, subdivision covenants and restrictions, an
adequate drainage system on the Premises or other lands of Lessee, diverting all
roof, stream, or other surface drainage water from the Premises to the nearest
public (or non-Lessor owned) drainage or storm sewer system, in order to prevent
the discharging of such waters upon adjacent lands, right-of-way and facilities
of Lessor.
8.2 If the Premises or any portion thereof is part of Lessor's railroad
corridor or right-of-way, Lessee, during the continuance of this Lease, shall
maintain any segment of Lessor's railroad drainage ditch located within the
limits of Premises. Alternatively, Lessee shall install and maintain the
drainage structures shown on attached print to encase said drainage facility.
All such installation and maintenance shall be at Lessee's sole cost and expense
and in a manner satisfactory to Lessor's Chief Engineer-Design & Construction.
Lessee may fill in and utilize the land over said installed drainage structures.
Upon termination of this Lease, if required by Lessor, Lessee shall remove said
drainage structures and restore original open ditch in a manner satisfactory to
said Chief Engineer.
CSXT Form 3014-Sheet 5
Rev. June 1990
9. SERVICES, UTILITIES:
9.1 Lessor will be under no obligation to furnish the Premises with water,
gas, sewage, electricity, heat, or other utility services and supplies that may
be necessary or desirable in connection with Lessee's use and occupancy of the
Premises. Lessee shall contract directly with any utility company for such
services and supplies, and Lessee shall pay for the same directly, and shall
defend, indemnify and hold Lessor harmless from such costs or expenses, and
shall reimburse Lessor as additional rent any costs of or charges for such
utilities paid by Lessor.
9.2 Except as provided in Article 11, Lessee shall not use, for utility
lines or otherwise, any property of Lessor other than the Premises without first
obtaining Lessor's prior written consent and complying with all requirements of
Lessor applicable thereto.
10. PIPE AND WIRE LINES:
10.1 Lessor reserves the right at all times to maintain existing and/or to
construct new, and to permit others to maintain and/or construct, overhead
and/or underground pipe and/or wirelines upon or across the Premises, and to
use, repair, renew and remove the same.
10.2 However, Lessee shall be responsible for verification of location of
all utilities and for coordination of any construction or excavation by Lessee
with the owner of such pipe or wireline(s).
10.3 Any pipeline and/or wirelines of Lessee crossing under/over tracks or
right-of-way of Lessor must be covered separately by Lessor's standard wireline
and/or pipeline agreement(s).
11. ADJACENT AREA USAGE:
11.1 Lessee shall have the right to use, in common with Lessor and others
authorized by Lessor, existing driveway(s) or walkway(s) or other property
designated by Lessor as means of ingress to and egress from the Premises. Lessor
shall have the right at any time to restrict the use of the adjoining premises
by Lessee to that of ingress and egress, and Lessee shall immediately cease any
other use of Lessor's adjoining premises inconsistent with ingress and egress.
11.2 Any road crossing of Lessor's track(s) or right-of-way necessary or
desired for access to/from the Premises must be covered by separate Private Road
Crossing Agreement.
11.3 Lessor may also designate in writing other areas for temporary use by
Lessee for access, parking, storage, loading or unloading of materials and
supplies.
12. CLAIM OF TITLE:
12.1 Lessee shall not at any time own or claim any right, title or interest
in or to the Premises, nor shall the exercise of this Lease for any length of
time give rise to any right, title or interest in or to the Premises, other than
the leasehold herein created.
CSXT Form 3014-Sheet 6
Rev June 1990
13. LIENS:
13.1 Lessee is specifically denied the right, authority or power to create
a lien upon the Premises or any title, interest or portion thereof under any
state Mechanic's Lien Law or otherwise, and shall so specify in all contracts
let by Lessee for any construction, erection, installation, alteration,
maintenance or repair of any building or other improvement on the Premises.
13.2 Lessee shall pay all debts incurred to, and shall satisfy all liens of
contractors, subcontractors, mechanics, laborers and material suppliers arising
from any construction, alteration, maintenance and/or repair on and to the
Premises and any improvements thereon, whether by or at the direction of Lessee,
and shall indemnify, defend and hold Lessor harmless against all legal costs and
charges, including reasonable counsel fees, in any suit involving any lien, the
enforcement or removal thereof, or encumbrance caused by the same, with respect
to the Premises or any part thereof.
14. TERMINATION, REMOVAL, COSTS:
14.1 Upon termination of this Lease, by expiration of term or any reason,
Lessee shall vacate said Premises and remove therefrom all buildings,
structures, other improvements and contents thereof, placed thereon by Lessee or
which were located thereon as of the first day of this Lease (other than
buildings, structures, tracks, other track materials, rail facilities and/or
improvements designated by Lessor as owned by Lessor), all at Lessee's sole
risk, cost and expense. Lessee shall clear all debris resulting from such
removal and shall clear and restore said Premises to a condition satisfactory to
Chief Engineer - Design & Construction of Lessor. Such removal shall include the
removal of all structures and facilities (whether on the surface or underground)
to ground level, and the filling of all excavations and holes, which shall be
tamped, compacted and graded uniformly.
14.2 Such vacation and removal shall be completed by Lessee within the time
specified in any notice of termination or at the latest within fifteen (15) days
after the termination or expiration of said Lease.
14.3 Upon failure of Lessee to effect such removal, all buildings,
structures or improvements and contents thereof may, at the option of Lessor, be
considered and treated as having been abandoned by Lessee, and upon the written
exercise of such option by Lessor, the ownership of same shall be considered
surrendered to Lessor.
14.4 Upon failure of Lessee to completely remove all such buildings,
structures, other improvements or contents thereof, ownership of which, under
the above option, did not pass to Lessor, and upon Lessee's failure to restore
said Premises to a condition satisfactory to said Chief Engineer, as provided
herein, Lessor may remove all buildings, structures or improvements, and
contents and debris, and restore said Premises to the condition aforesaid, at
the sole risk, cost and expense of Lessee, which cost and expense Lessee hereby
agrees to pay to Lessor on demand.
14.5 At the sole option of Lessor, at or after termination, Lessor may
obtain, at Lessee's cost, the services of an independent, qualified consultant
and state-approved laboratory to sample and test any visibly-contaminated area
CSXT Form 3014-Sheet 7
Rev. June 1990
of the Premises to insure that the Premises are returned to Lessor reasonably
free from pollution-induced conditions. However, failure by Lessor to sample
and/or test shall not be construed as a waiver of any claim established by law,
or of any other provision or condition of this Lease.
15. RISK, LIABILITY, INDEMNITY:
15.1 Lessee hereby assumes, and releases and waives any right to ask for or
demand damages for or on account of, ant agrees to protect, save harmless,
defend and indemnify Lessor from and against all claims and liability for:
(A) All loss and damage to any property whatsoever, including property
of Lessee, property of Lessor and of all other persons whomsoever, placed
or stored upon the Premises and upon any temporary usage area provided
under Article 11, and the loss of or interference with any use or service
thereof;
(B) All loss and damage on account of injury to or death of any person
whomsoever, including but not limited to employees and patrons of the
parties hereto and all other persons whomsoever on the Premises and upon
said temporary usage area(s);
(C) All consequential loss or damage occurring off the Premises but
arising from acts or events on the Premises; and
(D) All costs and expense thereof (including reasonable attorneys'
fees and court costs);
caused by, arising out of or resulting in any manner from the condition,
existence, use or occupancy of the Premises and any adjoining lands used by
Lessee, regardless of cause and whether caused by, arising out of or
resulting from any fault, failure or negligence of Lessor or otherwise.
15.2 Notwithstanding any other provision herein, Lessee agrees to defend,
indemnify and hold Lessor harmless from all claims, costs and expenses
(including reasonable attorneys' fees) as a consequence of any incident
resulting in the pollution of air, water, land and/or ground water arising from
or in connection with this Lease or Lessee's use of the Premises or property
adjacent to the Premises, including any claim or liability arising under federal
or state law dealing with the pollution of air, water, land and/or ground water
or the remedy thereof or from Lessee's failure to secure and comply with permits
required under Article 7 hereof.
16. LESSOR:
16.1 The term "Lessor" shall include any other company or companies whose
property at the aforesaid location may be leased or operated by Lessor.
16.2 All obligations of Lessee under this Lease to release, defend,
indemnify and hold Lessor harmless shall also extend to officers, agents and
employees of Lessor, and to companies and other legal entities that control, are
controlled by, are subsidiaries of, or are affiliated with, Lessor, and the
respective officers, agents and employees of such companies or entities.
CSXT Form 3014-Sheet 8
Rev June 1990
17. INSURANCE; LIABILITY, CONTRACT, ETC.:
17.1 Prior to commencement of occupation or use of the Premises for the
permitted use, Lessee shall procure, and shall also maintain during continuance
of this Lease, at its sole cost and expense, a policy of Public Liability
Insurance or Commercial Liability Insurance, naming Lessee as insured and Lessor
as additional insured, covering liability under this Lease. Coverage of not less
than THREE MILLION U.S. DOLLARS ($3,000,000.00) Combined Single Limit per
occurrence for bodily injury and property damage is recommended as a prudent
minimum to protect Lessee's assumed obligations hereunder. If said policy does
not automatically cover Lessee's contractual liability under this Lease, a
specific endorsement adding such coverage shall be purchased by Lessee. If said
policy is written on a "claims made" basis instead of an "occurrence" basis,
Lessee shall arrange for adequate time for reporting losses. Failure to do so
shall be at Lessee's sole risk.
17.2 If Lessee contracts for new construction or structural alterations to
the Premises, Lessee shall provide or shall cause its contractor to provide,
prior to commencement of any construction activity, and maintain during the
period of construction and all related activities, at no cost to Lessor, a
policy of Owner's Protective Liability Insurance designating Lessor as insured,
with a limit of not less than TWO MILLION U.S. DOLLARS ($2,000,000.00) Combined
Single Limit per occurrence for all bodily injury and property damage liability.
If the construction or alterations involve an exposure to train operations on
tracks of Lessor, the insurance shall be written on the ISO/RIMA Form (ISO Form
CG-00-35, or current) of Railroad Protective Insurance, with Pollution Exclusion
Amendment (ISO Endorsement No. CG-28-31), having a limit of not less than TWO
MILLION U.S. DOLLARS ($2,000,000.00) Combined Single Limit per occurrence for
bodily injury and property damage and at least a SIX MILLION U.S. DOLLARS
($6,000,000.00) aggregate limit during each annual policy period. The original
protective liability policy shall be submitted to and approved by Lessor's
Director-Casualty Insurance, at the address above, prior to commencement of the
construction or alterations.
17.3 Lessor may at any time request evidence of insurance purchased by
Lessee to meet requirements of this Article, and may demand that Lessee purchase
insurance deemed adequate by Lessor, but not to exceed the limits of this
Article. Failure of Lessee to comply within thirty (30) days of Lessor's demand
shall be a default subject to termination provisions of Article 14. Furnishing
of insurance by Lessee shall not limit Lessee's liability under this Lease but
shall be additional security therefor.
18. BREACH WAIVER:
18.1 No waiver by Lessor of any breach of any covenant, condition or
agreement herein contained shall operate as a permanent waiver of such covenant,
condition or agreement itself, or of any subsequent breach thereof. No
endorsement or statement on any check or letter accompanying a check for payment
of rent shall be deemed an accord and satisfaction, and Lessor may accept such
check or payment without prejudice to Lessor's right to recover the balance of
such rent or to pursue any other remedy provided in this Lease. No payment by
Lessee or receipt by Lessor of a lesser amount than the installments of rent
herein stipulated shall be deemed to be other than on account of the earliest
stipulated rent.
CSXT Form 3014-Sheet 9
Rev. June 1990
18.2 If Lessor shall institute collection or litigation proceedings, and a
compromise or settlement thereof shall be made, the same shall not constitute a
permanent or general waiver of any covenant herein contained nor of any of
Lessor's rights hereunder unless so expressed in writing by Lessor. No re-entry
by Lessor after a breach shall be considered an acceptance of a surrender of
this Lease, unless so expressed by Lessor in writing.
19. SUCCESSORS AND ASSIGNS; LIMITS ON TRANSFER, SUBLEASE OR ASSIGNMENT:
19.1 Except as hereinafter provided, the terms, covenants and provisions
hereof shall inure to the benefit of and be binding upon the successors and
assigns of Lessor and the successors and assigns (or heirs, legal
representatives or assigns) of Lessee.
19.2 However, Lessee shall not transfer, assign, encumber or sublet this
Lease or any part of the Premises or any rights and privileges herein granted
except to a subsidiary, parent or common controlled affiliate. This covenant
shall also apply whether such sale or transfer is made voluntarily by Lessee or
involuntarily in any proceeding at law or in equity to which Lessor may be a
party, whereby any of the rights, duties and obligations of Lessee may be sold,
transferred, conveyed, encumbered, abrogated or in any manner altered without
the prior notice to and consent of Lessor, which consent shall not be
unreasonably withheld.
19.3 Lessee shall not suffer or permit any other person or corporation to
use any part of the Premises except with the separate written consent of Lessor.
19.4 In the event of any unauthorized sale, transfer, assignment, sublease
or encumbrance of this Lease, or any of the rights and privileges hereunder, or
use of the Premises, Lessor, at its option, may terminate this Lease at any time
within six (6) months after such sale, assignments, etc., by giving Lessee or
any such assignee written notice of such termination, and Lessor may thereupon
immediately enter and retake possession of the Premises. Consent of Lessor shall
be presumed to such assignment, etc., if no such termination notice is given.
20. MISCELLANEOUS:
20.1 This Lease is executed by all parties under current interpretation of
any and all applicable Federal, State, County, Municipal, or other local
statute, ordinance, or law. Further, each and every separate division
(paragraph, clause, item, term, condition, covenant or agreement) herein
contained shall have independent and severable status from each other separate
division, or combination thereof, for the determination of legality, so that if
any separate division herein is determined to be unconstitutional, illegal,
violative of trade or commerce, in contravention of public policy, void,
voidable, invalid or unenforceable for any reason, that separate division shall
be treated as nullity, but such holding or determination shall have no effect
upon the validity or enforceability of each and every other separate division
contained, or any other combination thereof.
20.2 In the event this Agreement is part of a package of agreements for
Lessee, this Agreement and all other such documents shall be read as compatible
parts of said package and not in contradiction to each other, such that in the
CSXT Form 3014-Sheet 10
Rev. June 1990
event of apparent conflict in any duties here/thereunder, Lessor/Railroad shall
designate which clause(s) shall survive or control any others.
21. OTHER PROVISIONS:
21.1 [X] None
IN WITNESS WHEREOF, the parties hereto have caused this Lease to be
executed, in duplicate, as of the day and year first above written.
Witness(es) for Lessor: CSX TRANSPORTATION, INC., Lessor
By: CSX Real Property, Inc.
Under the Authority of Property
Management Agreement and
Limited Power of Attorney dated
as of Xxxxx 0, 0000
/x/Xxxxx X. Xxxxx
----------------------------- By /s/ Xxxx X. Xxxxxx
-------------------------------
Xxxx X. Xxxxxx, Manager
-----------------------------
Witness(es) for Lessee: AMERICAN MICRO-MED CORP., Lessee
By/s/illegible
----------------------------- -----------------------------
Title: President
/s/illegible
-----------------------------
/s/ Xxxxxx Xxxxxxxx
-----------------------------
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