LEASE
EXHIBIT
10.12
THIS
LEASE entered into this 15th day of October,
2017 between Little Properties, LLC, an Oregon Limited Liability
Company, hereinafter referred to as 'Lessor', and TransTech
Systems, hereinafter referred to as 'Lessee'.
RECITALS:
A. Lessor is owner of
office and warehouse facilities, also known as 00000 XX Xxx Xxxx,
Xxxxxx, Xxxxxx ('Little Properties').
B. The parties desire
to enter into a Lease of a portion of Suite 130 (approximately
6,340 square feet of leasable space) of Little Properties upon the
terms and conditions as hereinafter set forth. Said portion of
Suite 130 is shown on attached floor plan but excludes those areas
designated as 'WAREHOUSE' and 'MECH'.
NOW,
THEREFORE, IT IS AGREED AS FOLLOWS:
1. PREMISES:
This Lease shall cover the above-described Suites, hereinafter
referred to as the 'Premises'.
2. COMMON AREAS:
'Common Areas' means those areas of Little Properties that
are available for common use and/or benefit of Lessor, Lessees, and
the respective employees, agents, servants, customers and other
invitees. Common Areas include parking areas, access roads,
driveways, landscaping, and conference room and conference room
restrooms.Lessee, its employees, agents, servants, customers and
other invitees shall have, pursuant to the terms and conditions of
this Lease, the non-exclusive right in common with Lessor, and
other Lessees of Little Properties to use the Common Areas. Lessee
shall use the Common Areas for ingress, egress and normal parking
of vehicles, for ingress, egress and convenience of pedestrians and
for such other purposes as Lessor may specifically permit in
writing, but for no other purposes.
3. TERM:
The original term of this Lease shall commence (Commencement Date)
on December 1, 2017 and terminate on January 31, 2020. Lessee
grants to Lessor the right to display appropriate signs to Lease
Premises and to show the Premises to prospective tenants during
Lessee's entire occupancy.
4. RENT:
Lessee agrees to pay Lessor in advance each month for monthly rent
and triple-nets (NNN) as follows:
Monthly
rent beginning December 1, 2017 - $4,335.00 plus NNN
Monthly
rent beginning February 1, 2018 - $4,465.00 plus NNN
Monthly
rent beginning February 1, 2019 - $4,599.00 plus NNN
Estimated monthly
NNN for 2017 are $725.00 ($0.114 per square foot). Annual
adjustments will be made for actual NNN charges. Triple net fees
shall be inclusive of common area maintenance, Lessor’s
insurance, Property taxes and reasonable management fees. Rents and
triple-nets are due and payable on the first day of each month, and
subject to a 10% penalty if not received in full by the
10th day
of each respective month. Interest at a monthly rate of 1% will be
assessed on all amounts 30 days or more past due.
Upon
execution of this agreement Lessee agrees to provide Lessor with a
security deposit in the amount of $4,335.00 which will be returned
to Lessor upon termination of Lessee's occupancy provided Premises
are left in good condition as described in Section 10
below.
5. OPTION TO
EXTEND: Upon termination of
this Lease Lessor at its own discretion may offer Lessee the option
of continued occupancy on a month to month basis at a rental rate
to be determined by Lessor.
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6. COMMON AREA MAINTENANCE
CHARGES:
Lessor shall keep and cause to be kept the Common Areas in a neat,
clean and orderly condition, properly landscaped and shall repair
any damage to the facilities thereof, but all expenses in
connection with the Common Areas shall be charged and pro-rated in
the manner hereinafter set xxxxx.Xx is understood and agreed that
the terms 'Common Area Maintenance Charges' ('CAM') and 'expenses
in connection with the Common Areas' ('Expense') as used herein
shall be construed to include but not limited to all reasonable
sums expended in connection with the Common Areas for all general
maintenance and repairs, relocation of facilities, resurfacing,
painting, striping, restriping, cleaning, snow removal, sweeping
and janitorial services, maintenance and repair of sidewalks,
curbs, roofing, landscaping, irrigation or sprinkling systems,
planting and landscaping, electric, water, lighting and other
utilities, and for garbage, HVAC maintenance of common areas.
Nothing contained herein shall relieve Lessor of its expense
obligation for repairs required under Paragraph 9
hereof.
7. DEFINITION OF LESSEE'S PRO-RATA
SHARE:
For the purposes of this Lease with respect to allocations of each
Lessees' share of taxes, insurance, CAM charges and utilities, the
term 'Pro-Rata Share' shall be a fraction, the numerator of which
is the leasable area of the Lessee's Premises and the denominator
of which is the net leasable area of Little
Properties.
8. REAL PROPERTY TAXES AND INSURANCE
PREMIUMS, ETC.: Lessee shall
reimburse Lessor its pro-rata share of all real property taxes and
assessments levied or assessed against Little Properties during the
term of this Lease. Taxes shall be pro rated as of the
Commencement Date. Taxes for the year in which the Lease is
terminated shall be pro-rated as of the date of termination.Lessee
may amortize payment for any special assessments which may be
levied against the property by reason of municipal improvements
over the most extended period allowable by the municipal
authority.
Lessee
shall reimburse Lessor Lessee's Pro-Rata Share of all insurance
premiums paid by Lessor on Little Properties during the term of
this Lease. Unless included in estimated monthly NNN payments
Lessee shall reimburse Lessor for such insurance premiums within
thirty (30) days of receiving written notice from Lessor of the
amount of said insurance premiums and that Lessor has paid the
same. The first insurance premiums for the initial year of the
Lease shall be pro-rated as of the Commencement Date. The first
insurance premiums for the year in which the Lease is terminated
shall be pro-rated as of the date of termination.
9. LESSOR'S
REPAIRS:
Lessor agrees at its expense to keep the foundation, structural
portions and exterior of the Premises in good condition and repair
and at its expense to make major repairs of all common area
heating, air-conditioning, plumbing and wiring, provided, however
that it shall be under no obligation to make such repairs unless
requested by Lessee to do so in writing and thereafter they have a
reasonable length of time within which to make any such required
repairs.
10. LESSEE'S
REPAIRS: Lessee shall
make all ordinary and usual repairs, including but not limited to
interior painting and plumbing, wiring, and electric lighting on
its floor, including bulbs and ballasts, interior plate glass,
awnings and awning lighting and keep and maintain the Premises in
good condition, usual wear and tear expected.
11. LESSEE'S
IMPROVEMENTS:
Lessee shall not alter or change the premises without the consent
of the Lessor, which consent shall not be unreasonably withheld,
and all alterations improvements and changes approved by Lessor
shall become the property of the Lessor and shall remain in the
premises and surrendered to Lessor upon termination thereof,
excepting, however, Lessee may, at its expense upon termination
hereof, remove from the premises all partitions that are not
affixed or permanently installed, and all telecommunication
equipment and any other furniture and equipment. However Lessor
shall take care not to cause any damage to the premises or to the
building of which the rented premises is a part.
12. SIGNAGE:
Sign space is provided on the each respective suite's awning. Sign
art work will be by Lessee and approved first by Lessor prior to
installation. No exterior signs will be allowed without the advance
approval of Lessor. Lessor will be responsible for the cost and
maintenance of all signage.
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13. UTILITIES AND PERSONAL PROPERTY
TAXES:
Lessee agrees to pay for electricity, heat and other services
rendered to the Lessee's Premises. Lessee also agrees to pay
as the same become due and payable all personal property taxes
levied or assessed against the property belonging to Lessee. Lessee
agrees to keep the Premises free and clear of all liens and
encumbrances.
14.
USE OF
PREMISES: Lessee
agrees that:
a.
Lessee will conduct
and operate in a manner which is consistent with all current
applicable laws, consistent with the class and character of the
building.
b.
Lessee will not
make any unlawful or offensive use of the Premises.
c.
Lessee will not
permit or allow the accumulation of litter or flammable material
upon the Premises and will refrain from any other activity which
would make it impossible to insure the Premises against
casualty.
d.
Lessee shall not
store on or discharge from or unto the Premises any hazardous waste
or materials or toxic substances as defined by any applicable
federal, state or local law, ordinance or regulation.
e.
Lessee will refrain
from making any marks on or attaching any sign, insignia, antenna,
aerial or other device to the exterior walls, windows or roof of
the Premises without first obtaining written consent of Lessor,
which consent shall not be unreasonably withheld.
15.
NO WARRANTIES
BY LESSOR: The Lessor
makes no warranty either express or implied, as to the condition,
merchantability or fitness of the Premises or the suitability of
the Premises for the Lessee's purposes or needs. Prior to executing
this Lease, the Lessee has inspected the premises and accepts them
'as is' with no additions, changes of modification by the Lessor,
other than changing of locks to secure change of clear entry to
lessee space.
16.
LIENS AND
ENCUMBRANCES:
Except with respect to activities for which Lessor are responsible,
the Lessee shall pay as due all claims for work done on or for
services rendered or
materials furnished to the Premises and shall keep the Premises
free from any liens. If Lessee fails to pay any such claims or to
discharge any lien, Lessor may do so and collect the costs as
additional rent. Any amounts so added shall bear interest at the
rate of twelve percent (12%) per annum from the date expended by
Lessor and shall be payable on demand.Such action by Lessor shall
not constitute a waiver of any right or remedy which Lessor may
have on account of Lessee's default.
Lessee may withhold
payment of any claim in connection with a good faith dispute over
the obligation to pay so long as Lessor's property interests are
not jeopardized. If a lien is filed as a result of nonpayment,
Lessee shall, within ten (10) days after knowledge of the filing,
secure the discharge of the lien or deposit security satisfactory
to Lessor in an amount sufficient to discharge the lien plus any
costs, attorney's fees and other charges which could accrue as a
result of a foreclosure or sale under the lien.
17.
LIABILITY
INSURANCE: Lessee shall
carry public liability and property damage insurance on the
Premises in the amount of Two Million Dollars ($2,000,000.00).
Lessor shall be named as an additional insured on such policy of
insurance and a memo copy of the policy shall be furnished by
Lessee to Lessor.
18.
INDEMNIFICATION:
Lessee shall indemnify and defend Lessor from any claim, loss or
liability, including any attorney's fees and costs arising out of
or related to any activity of Lessee, Lessee's agents, servants,
customers, subtenants and licensees on the Premises of any
condition of the Premises in the possession or under the control of
Lessee, except any such claim, loss of liability which may be
caused or contributed to in substantial part by Lessor's own
negligence.
Lessor
shall indemnify and defend Lessee from any claim, loss or
liability, including any attorney's fees and costs arising out of
or related to any activity of Lessor, Lessor's agents, servants,
customers, subtenants and licensees on the Premises or any
condition of the Premises in the possession or under the control of
Lessor, except any such claim, loss or liability which may be
caused or contributed to in substantial part by Lessee'' own
negligence.
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19.
DAMAGE OR DESTRUCTION OF
BUILDING:
In the event of the destruction or partial destruction of Little
Properties by fire or other casualty to the extent of fifty percent
(50%) or more of its then sound value, Lessor or Lessee, their
successors and assigns may, within thirty (30) days after such loss
or destruction, elect either to reconstruct or not to reconstruct
the same. If the election be not to reconstruct said building, this
Lease shall be terminated as of the date of such fire or other
casualty loss. If, however, the Lessor elects to reconstruct or if
said building be but partially destroyed by fire or other casualty
and the damage so occurring shall not amount to fifty percent (50%)
of the then sound value of the building, Lessor, its successors and
assigns, shall repair said building with all convenient speed. In
either event, if Lessor shall rebuild or repair said building of
the portion thereof damaged by fire or other casualty they shall
have the right to take possession of and occupy all of the premises
or such part thereof as may be reasonably necessary to make the
repairs or rebuild said building and Lessee agrees to vacate the
same upon request. For the period of time between the date of such
fire or other casualty and until such repairs have been
substantially completed, there shall be such an abatement of rent
as may be fair and equitable to the parties, considering the use
which Lessee may be able to make of the Premises during such
period. If repairs of the premises are not completed within ninety
(90) days of damage or destruction which make the premises
reasonably unavailable for normal occupancy, Lessee may terminate
this Lease by written notice to Lessor, which shall be effective
retroactively to the date of the damage or
destruction.
20.
WAIVER OF SUBROGATION RIGHTS BY
LESSOR: Lessor
agrees to carry fire insurance with extended coverage on the
building and improvements owned by Lessor which shall be for the
mutual benefit of Lessor and Lessee but shall be payable to Lessor
only. Lessor hereby waives the subrogation rights of their
insurance carriers. Lessor shall take such steps as may be
necessary to inform such carriers of this agreement and to have
riders if necessary, placed on said insurance policies to carry the
provisions of this paragraph into effect.
21.
WAIVER OF SUBROGATION RIGHTS BY
LESSEE: Lessee agrees to
carry fire insurance with extended coverage on the inventory,
furniture, fixtures, improvements and equipment made and placed by
Lessee in and upon the Premises which shall be for the mutual
benefit of Lessor and Lessee but shall be payable to Lessee only.
Lessee hereby waives the subrogation rights of Lessee's insurance
carriers. Lessee shall take such steps as are necessary to inform
such carriers of this agreement and to have riders, if necessary,
placed on said insurance policies to carry the provisions of this
paragraph into effect.
22.
RELEASE AND WAIVER OF
LIABILITY:
Each of the parties hereby releases the other party and the other
party's employees from any and all liability and waives the right
of recovery against the other party and the other party's employees
for any loss or damage to property resulting from fire, explosion
or other casualty enumerated in a standard fire insurance policy
with extended coverage irrespective of whether the limits thereof
are sufficient to fully cover such loss or damage.
23.
QUITE
ENJOYMENT: If and as
long as Lessee pays the rent herein specified and performs all of
Lessee's obligations hereunder, Lessee shall quietly enjoy the
Premises.
24.
BUILDING
SECUITY: Lessee shall upon last
leaving of building, secure all common outside and elevator doors
applicable to Lessee's premises. Owner is not responsible for
Lessee's property. Owner will cooperate and work with Lessee
to attempt to make said area secure.
25.
EMINENT DOMAIN - TOTAL
TAKING: If a condemning
authority takes all the Premises or portions sufficient to render
the remaining Premises reasonably unsuitable for the use which
Lessee was then making the Premises, the Lease shall terminate as
of the date the title vests in the condemning
authorities.
Lessor shall be
entitled to all of the proceeds of condemnation except tenant
improvements and the Lessee shall have no claim against Lessor as a
result of the condemnation.
26.
EMINENT DOMAIN - PARTIAL
TAKING: If a
portion of the premises is condemned and Paragraph 23 does not
apply, the Lease shall continue on the following
terms:
a. Lessor shall be
entitled to all of the proceeds of the condemnation except tenant
improvements and Lessee shall have no claims against Lessor as a
result of the condemnation.
x. Xxxxxx shall
proceed as soon as reasonably possible to make such repairs and
alterations to the Premises as are necessary to restore the
remaining Premises to a condition as comparable as reasonably
practicable to that existing at the time of the condemnation. The
Lessor may, but shall not be required to, perform alterations prior
to the actual taking after the portion to be taken has been finally
determined. Rent shall be abated to the extent the Premises are
untenantable during the period of alteration and
repair.
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c. After the date on
which title vests in the condemning authority of an earlier date on
which alternations and repairs are commenced by Lessor to restore
the balance of the property in anticipation of taking, the rent
shall be reduced commensurably with the reduction in value of the
Premises, as an economic unit, on account of the partial taking.If
the parties are unable to agree upon the amount of reduction of
rent, the amount of such reduction shall be determined by
arbitration to be conducted in accordance with the statues of the
State of Oregon relating to arbitration.Lessor shall select one
arbitrator, Lessee shall select a second arbitrator, and the
arbitrators so selected shall select a third arbitrator.The
decision of the majority of the arbitrators as to the amount of the
reduction of monthly rental shall be final and binding upon the
parties hereto.
d. If a portion of the
Lessor's property not included in the Premises is taken and
severance damages are awarded on account of the Premises, or an
award is made for detriment to the Premises as a result of change
of grace of adjacent streets or other activity by a public body not
involving a physical taking of any portion of the land, this shall
be regarded as a partial condemnation to
which subparagraphs a and c apply and the rent shall be reduced to
the extent of diminution of the Premises as though a portion had
been physically taken.
27.
EMINENT DOMAIN - SALE IN LIEU OF
CONDEMNATION: Sale of all or part
of the Premises to a purchaser with the power of eminent domain in
the face of a threat or probability of exercise of the power shall
be treated as a taking by condemnation.
28.
LESSOR'S RIGHT OF
INSPECTION: Lessor, its
agents and representatives, shall, at all reasonable times, have
the right to enter upon the inspect the Premises upon no less than
twenty four hours prior notice.
29.
ASSIGNMENT:
Lessee may assign the lease in its entirety, or to sublease
any portion of the premises upon written consent of the Lessor,
with such consent not to be unreasonably withheld. Additionally
Lessor agrees to work with Lessee in work to find one or more
possible third parties to sublease Lessee's Premises.
30.
TIME OF
ESSENCE: Time is
of the essence of this Lease and waiver by Lessor in enforcing any
of the terms and conditions hereof shall not constitute a waiver of
Lessor's rights to insist upon strict compliance with such terms
and conditions in the future.
31.
DEFAULT:
The following shall be events of default:
a.
Failure of Lessee
to pay any rent or other charge within ten (10) days after
receiving notice of default.
b.
Failure of Lessee
or Lessor to comply with any term of condition or fulfill any
obligation of the Lease (other than the payment of rent or other
charges) within ten (10) days, unless a greater time is reasonably
required, after written notice specifying the particulars in which
such party claims that the other is in default and such defaulting
party shall have said period of time within which to remove any
such default. No fault shall occur if the party is making
reasonable efforts to cure the default within such reasonable
time.
c.
Insolvency of
Lessee; an assignment by Lessee for the benefit of creditors; the
filing by Lessee of a voluntary petition in bankruptcy; an
adjudication that Lessee is bankrupt or the appointment of a
receiver for the properties of Lessee; the filing of an involuntary
petition of bankruptcy and failure of Lessee to secure a dismissal
of the petition within thirty (30) days after filing; attachment or
the levying of execution of the leasehold interest and failure of
Lessee to secure discharge of the attachment or release of the levy
of execution within ten (10) days.
32.
REMEDIES ON
DEFAULT: The
following shall be remedies in the event of default.
a.
The Lease may be
terminated at the option of the non-defaulting party by notice in
writing to the defaulting party. The notice may be given
before or within the running of any grace period for default and
may be included in a notice of failure of compliance given pursuant
to Paragraph 31, subparagraph b hereof.If the Premises are
abandoned by Lessee in connection with a default termination shall
be automatic and without notice.
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b.
If the Lease is not
terminated the non-defaulting party shall be entitled to recover
damages for the default.
c.
If the Lease is
terminated for any reason, liability for damages shall survive such
termination and the right and obligations of the parties shall be
as follows:
i.
Lessee shall vacate
the Premises immediately, remove any property of Lessee, including
any fixtures which Lessee is required to remove at the end of the
Lease term, perform any clean up, alterations or other work
required to leave the Premises in the condition required at the end
of the term and deliver all keys to Lessor.
ii.
Lessor may
re-enter, take possession of the Premises and remove any persons or
property by legal action or by self-help with the use of reasonable
force and without liability for damages.
d.
Following a
re-entry Lessor may relet the Premises and in that connection
may:
i.
Make any suitable
alternation or refurbish the Premises or both or change the use of
the Premises, but Lessor shall not be required to relet for any use
or purpose (other than that specified in the Lease), which Lessor
may reasonably consider injurious to the Premises, or to any lessee
which Lessor may reasonably consider objectionable.
ii.
Relet all or part
of the Premises alone or in conjunction with other properties for a
term longer or shorter than the term of this Lease upon any
reasonable terms and conditions, including the
granting of some rent fee occupancy or other rent
concessions.
e.
In the event of
termination on default, Lessor shall be entitled to recover
immediately without waiting until the due date of any future rent
or until the date fixed for expiration of the Lease term the
following amounts as damages:
i.
Any excess of (a)
the value of all Lessee's obligations under this Lease, including
the obligation to pay rent from the date of default until the end
of the term, over (b) the reasonable rental value of the Premises
for the same period figured as of the date of default, the net
result to be discounted to the date of default at a reasonable rate
not exceeding eight percent (8%) per annum.
ii.
The reasonable
costs of re-entry and reletting, including, without limitation, the
cost of any cleanup, refurbishing, removal of Lessee's property and
fixtures or any other expense occasioned by Lessee's failure to
quit the Premises upon termination and to leave them in the
required condition, any remodeling costs, attorney's fees, court
costs, broker commissions and advertising costs.
iii.
The loss of
reasonable rental value from the date of default until a new lessee
has been or with the exercise of reasonable efforts, could have
been secured.
f.
The foregoing
remedies shall be in addition to and shall not exclude any other
remedy available to Lessor under applicable law. Notwithstanding
any other provisions contained in this lease, in the event (a)
Lessee or its successors or assignees shall become insolvent or
bankrupt, or if it or their interests under this Lease shall be
levied upon or sold under execution of other legal process, or (b)
the depository institution then operating on the Premises is
closed, or is taken over by any depository institution supervisory
authority "Authority", Lessor may, in either such event, terminate
this Lease only with the concurrence of any Receiver or Liquidator
appointed by such Authority; provided, that in the event this Lease
is terminated by the Receiver or Liquidator, the maximum claim of
Lessor for rent, damages, or indemnity for injury resulting from
the termination, rejection, or abandonment of the unexpired Lease
shall by law in no event be in an amount greater than all accrued
and unpaid rent to the date of termination.
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33.
SURRENDER OF
PREMISES:
Upon the expiration of the Lease term or earlier termination on
account of default, Lessee shall deliver all keys to Lessor and
surrender the Premises in first-class condition and clean,
reasonable wear and tear for which Premises were let, excepted.
Alterations constructed by the Lessee with permission from the
Lessor shall not be removed or restored to the original condition
unless the terms of permission for the alterations so required. All
repairs for which the Lessee is responsible shall be completed to
the latest practical date prior to such surrender.The Lessee's
obligations under this paragraph shall be subordinate to the
provisions of Paragraph 19 related to destruction.
34.
ATTORNEY'S
FEES:
In the event that suit or action is brought by either of the
parties hereto to enforce any of their rights or remedies
hereunder, the party prevailing in such suit or action shall be
entitled to recover such additional sum from the other party as the
court may adjudge reasonable as attorney's fees at trial, on appeal
and on any petition for review therefrom.
35.
NOTICES:
Any notice required or permitted under this Lease shall be deemed
to have been duly given when actually delivered or when deposited
in the United States certified mail, postage prepaid, addressed as
follows:
To
Lessor:
Little
Properties LLC
c/o
Xxxxxxx X. Little
00 Xxx
Xxxx Xxxxx
Xxxxxxx, XX
00000
To
Lessee:
Trans
Tech Systems
c/o
Xxxxxx X. Xxxxxx
00000
XX Xxx Xxxx, Xxxxx 000
Xxxxxx,
XX 00000
Or to
such other addresses as may be specified from time to time by
either of the parties in writing.
36.
SUCCESSION:
Subject to the above-stated limitations on transfer of Lessee's
interest, this Lease shall be binding upon and inure to the
benefit of the parties, their respective successors and
assigns.
37.
AMENDMENTS:
This Lease may not be amended or modified except in writing signed
by all parties.
38.
STATUTORY
DISCLOSURE:
THIS INSTRUMENT WILL NOT ALLOW USE OF THE PROPERTY DESCRIBED IN
THIS INSTRUMENT IN VIOLATION OF APPLICABLE LAND USE LAWS AND
REGULATIONS. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE
PERSON ACQUIRING THE LEASEHOLD INTEREST IN THE PROPERTY SHOULD
CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO
VERIFY APPROVED USES.
39.
NOT INCLUDED BY
LESSOR: Only those items
specifically identified in Paragraph 15 are to be provided by
Lessor. All other items will be the responsibility of the
Lessee.
IN
WITNESS WHEREOF the parties have executed this agreement the day
and year first hereinafter written.
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Little
Properties, LLC
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By:
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/s/
Xxxxxxx X.
Little
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Date:
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October 15,
2017
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TransTech
Systems
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By:
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/s/
Xxxxxx
X. Xxxxxx
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Date:
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October
15, 2017
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Printed: Xxxxxx X. Xxxxxx |
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Title: Controller |
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