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HomeMy WebLinkAbout1996 Lease Agreement with Santa Clara County Transit DistrictAGREEMENT FOR LEASE OF REAL PROPERTY This agreement ( "Agreement ") is made and entered into on the 1 st day of August, 1996, by and between the SANTA CLARA COUNTY TRANSIT DISTRICT, a public agency (hereinafter referred to as "DISTRICT "), and the CITY OF GILROY, a municipal corporation (hereinafter referred to as "CITY "). RECITALS: A. DISTRICT owns certain real property located in Gilroy, California, previously owned by the Southern Pacific Transportation Company and other parties, and presently used for the Gilroy Caltrain Station and a Park- and -Ride lot; B. Situated on the aforementioned property is a building known as the Gilroy Train Depot, hereinafter referred to as "the Depot building," and 14 parking spaces adjoining such building; C. CITY wishes to lease the Depot building and adjoining parking spaces, on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between the parties hereto as follows: PREMISES. DISTRICT leases to CITY, and CITY hires from DISTRICT, the Depot building and the fourteen (14) adjoining parking spaces, located on that certain real property in the City of Gilroy, and more particularly described as Parcels A and B on Exhibit "A" attached hereto and incorporated herein by this reference, which building and parking spaces are hereinafter referred to as "the premises." 2. USE OF THE PREMISES. CITY shall rehabilitate the Depot building and use the Depot building and other portions of the premises for historical and/or transportation - related purposes only, including bus or taxi service, food service and bike lockers, in a manner that is consistent with and which does not interfere with the use of DISTRICT of the surrounding property for the Gilroy Caltrain Station and a Park- and -Ride lot. Any use of the premises by CITY other than as set forth above shall be subject to the prior written approval of DISTRICT. DISTRICT's failure to approve or disapprove any such other use within thirty (30) days of a written request for approval thereof by CITY, shall constitute DISTRICT's approval of such other use. Page I of 12 In its use of the premises, CITY shall provide to the public and its patrons, at no cost to CITY, information concerning DISTRICT's transit services, including Caltrain. 3. TERM. a. The term of this lease shall commence on August 1, 1996, subject to satisfaction of the condition described in this Paragraph 3 below, and shall expire on May 31, 2026, unless sooner terminated pursuant to the terms of this Agreement. The parties acknowledge that CITY has applied for and has received approval of two grants, one being an Intermodal Surface Transportation Enhancement Act grant in the amount of One Hundred Three Thousand Dollars ($103,000), and the other being a Transit Capital Improvement grant in the amount of Forty Two Thousand Dollars ($42,000), that CITY desires to utilize for the purpose of making alterations and improvements to the premises for CITY's use during the term. To date, however, funding of such grants has not occurred. The parties agree that commencement of the term of this lease shall be contingent upon receipt by CITY of the full amount of the two grants on or before December 31, 1996. If CITY has not obtained full funding of such grants on or before December 31, 1996, the lease term shall not commence and this Agreement shall terminate. b. If CITY does not commence construction of alterations and improvements to the premises for CITY's use within three (3) years after the date this Agreement is, executed by CITY and DISTRICT, DISTRICT shall have the right to give CITY not less than sixty (60) days prior notice of intent to terminate the lease. If CITY fails to commence construction of alterations and improvements to the premises prior to the expiration of such sixty (60) day period, the lease term and this Agreement shall terminate, effective at the expiration of such sixty (60) day period. If CITY commences construction of alterations and improvements to the premises within this sixty (60) day period, the notice of termination shall be void and the lease and this Agreement shall not terminate pursuant to this Paragraph 3 (b). C. If during the term of this lease the Depot building is unleased, unoccupied and generating no revenues for a continuous uninterrupted period of three (3) years or more, DISTRICT shall have the right to give CITY not less than sixty (60) days prior notice of intent to terminate the lease. If, at the end of such sixty (60) day period, the Depot building is still unleased, unoccupied and generating no revenues, the lease term and this Agreement shall terminate at the expiration of such sixty (60) day period, provided that DISTRICT pays to CITY an amount equal to the total Project Costs incurred by CITY to the date of termination, less that portion of rents generated and paid to CITY for the premises to the date of termination and not paid over to DISTRICT as Percentage Rent (the "Termination Payment "), as estimated by CITY. The estimated Termination Payment shall be paid to CITY within fifteen (15) days after CITY advises DISTRICT in writing of the estimated amount of the Termination Payment, which notice shall set forth the total rents received, the total Project Costs incurred and the total Percentage Rent paid to DISTRICT, projected to the date of termination. Within thirty Page 2 of 12 (30) days after termination pursuant to this Paragraph 3 (c), CITY shall notify DISTRICT of the actual Termination Payment due. Any overpayment by DISTRICT shall be delivered by CITY to DISTRICT with such notice. Any underpayment by DISTRICT shall be paid to CITY within fifteen (15) days after the notice setting forth the actual Termination Payment is delivered to DISTRICT. If, within the sixty (60) day period referred to in this Paragraph 3 (c) the Depot building is leased or occupied or generating revenues, or if DISTRICT fails to pay CITY the estimated Termination Payment as required by this Paragraph 3 (c), DISTRICT's termination notice given pursuant to this Paragraph 3 (c) shall be void and the lease term and this Agreement shall not terminate as a result of such notice. UNNE"Am a. Throughout the entire term of this Agreement, CITY shall pay to DISTRICT the sum of One Dollar ($1.00) per month as minimum monthly rent for the premises, payable in advance on the first (1 st) day of each and every month of the term ( "Minimum Monthly Rent "). In addition to the Minimum Monthly Rent, commencing on the Percentage Rent Commencement Date (defined below), CITY shall pay to DISTRICT, as Percentage Rent, fifty percent (50 %) of Net Revenues (defined below), subject to year -end adjustment as described below. Percentage Rent shall be paid two (2) months in arrears on the first (1 st) day of each calendar month commencing on the Percentage Rent Commencement Date, to provide sufficient time for CITY to calculate the Percentage Rent due. For example, Percentage Rent attributable to Net Revenues received in January of a calendar year shall be paid on March 1 of such calendar year. b. Within ninety (90) days after the end of each calendar year following the calendar year in which the Percentage Rent Commencement Date occurs, CITY shall furnish to DISTRICT a statement in writing showing the total rents received from the premises by CITY for the prior calendar year during the period following the Percentage Rent Commencement Date and the total Project Costs (defined below) incurred during that period. If Percentage Rent paid by CITY for such period exceeds fifty percent (50 %) of the Net Revenues received by CITY during such period, the amount of such excess shall be reimbursed to CITY within thirty (30) days after delivery of such annual statement to DISTRICT. If Percentage Rent paid by CITY for such period is less than fifty percent (50 %) of the Net Revenues received by CITY during such period, the amount of such underpayment shall be paid to DISTRICT and shall accompany the annual statement. C. As used in this Agreement, "Percentage Rent Commencement Date" shall mean the first day of the second calendar month following the date upon which CITY has collected rent from the premises which in the aggregate over the term as of that date exceeds the aggregate of all Project Costs (defined below) incurred over the term as of such date. As used in this Agreement, "Project Costs" means all expenditures made by CITY for the renovation, alteration, improvement, maintenance, repair, protection, Page 3 of 12 management and operation of the premises; provided, however, that Project Costs shall not include the grant funds described in Paragraph 3 (a) above, or CITY overhead or administrative costs (other than time and benefit charges for CITY personnel performing work at the premises, which charges shall be included in "Project Costs "), or possessory interest taxes, or amounts paid by a subtenant.for maintenance or utilities to the extent such amounts for maintenance or utilities are not included in the computation of rents paid to CITY. As used in this Agreement, "Net Revenues" shall mean all rents generated and paid to CITY for the premises, less Project Costs. d. Rental checks shall be made payable to the Santa Clara County Transit District and shall be mailed to the Santa Clara County Transit District, Fiscal Resources, 3331 North First Street, Building C, San Jose, CA 95134 -1906. e. CITY acknowledges that the late payment of rent may cause DISTRICT to incur costs not contemplated by this lease. A minimum ten percent (10 %) delinquency charge shall be assessed for any payment of rent not received by DISTRICT within ten (10) days after the date due. f. A fifteen dollar ($15.00) processing fee shall be assessed for any rent checks returned due to insufficient funds. 5. UTILITIES. CITY, at its sole cost and expense, shall provide and promptly pay for all utilities supplied to the premises for its use. 6. MAINTENANCE. CITY accepts the premises "as is," and shall be solely responsible for all maintenance, repairs and improvements. Until such time as City performs alterations to or constructs improvements in the premises, CITY shall keep the premises in as good order and condition as received by CITY from DISTRICT, reasonable wear and tear excepted. Following completion of any alterations or improvements to the premises by CITY, CITY shall keep the premises in as good order and condition as existed upon completion of such alterations and improvements, reasonable wear and tear excepted. CITY shall submit plans and obtain the prior approval of DISTRICT before constructing any improvements or effectuating repairs to the premises, which approval shall not be unreasonably withheld. DISTRICT's failure to notify CITY in writing of approval or disapproval of submitted plans within thirty (30) days after submittal shall constitute DISTRICT's approval of such plans. All improvements to the Depot building other than trade fixtures installed in the building shall be surrendered with the premises on lease termination. In constructing improvements or effectuating repairs to the premises (including, but not limited to, installing, if necessary, sewer, water, gas or electrical connections), Page 4 of 12 CITY shall not excavate the soil on, under or around the premises to a depth of more than eighteen inches (18") without the prior written approval of DISTRICT. DISTRICT may withhold approval for deeper soil excavation in its sole discretion; however, CITY shall have the right to terminate this Agreement by giving DISTRICT not less than thirty (30) days written notice if CITY determines, in its sole discretion, that the withholding of consent by DISTRICT for deeper soil excavation will unduly interfere with CITY's proposed improvement or alteration or use of the premises. CITY shall indemnify, reimburse, hold harmless and defend DISTRICT from all claims, loss, or liability for labor and materials supplied or furnished to CITY in connection with any construction, repair, alteration, or other work performed on the premises. CITY shall provide DISTRICT with not less than twenty (20) days' written notice prior to commencement of any work which could give rise to a mechanic's lien or stop notice. DISTRICT shall have the right to enter onto the premises for the purpose of posting notices of non - responsibility. In the event a lien or stop notice is placed upon the premises, CITY shall, within thirty (30) days, either: a. Record a valid release of lien; or b. Obtain and record a surety bond in accordance with California Civil Code §3143. Should CITY fail, neglect, or refuse to abide by subparagraphs (a) or (b), above, DISTRICT shall have the right to pay any amount required to release any such liens or notices, or to defend any action brought thereon, and to pay any judgment entered therein, and CITY shall be liable to DISTRICT for all costs, damages, reasonable attorneys' fees, and any amounts expended in defending any proceedings or in the payment of any of said liens or notices or any judgment obtained therefor. 7. SHARING OF COSTS OF MAINTENANCE AND REPAIR OF PARK-AND-RIDE LOT. In addition to the other obligations set forth herein, if CITY, its officers, agents, employees, subtenants, or invitees, use the Park- and -Ride Lot shown as the "Phase I Park and Ride Lot" area on Exhibits "A" and "B" attached hereto, in connection with CITY's use and operation of the premises (which they shall have the right to do), CITY shall pay to DISTRICT a portion of the maintenance and repair costs for the Park- and -Ride lot. The amount of such costs to be paid by CITY to DISTRICT shall be determined on a reasonable and equitable basis determined by the amount of such CITY use of the lot in proportion to the total use of the lot. Additionally, CITY shall be fully responsible for and shall pay to repair any and all damage to the Park- and -Ride lot or Gilroy Caltrain Station, or any portion thereof, including, but not limited to, the access described below, caused by CITY, its officers, agents, employees, subtenants, or invitees. Page 5 of 12 Except as provided in Paragraph 14 below, CITY, in its use of the premises, and at its sole cost and expense, shall comply with and obey, and take any and all actions necessary to insure compliance with and to obtain approvals or clearances under, all applicable laws, regulations, rules and orders relating to CITY's use of the premises, whether local, state or federal, including, without limitation, those relating to building code compliance, zoning, the Americans With Disabilities Act, health, safety, noise, hazardous waste disposal/remediation and water and air quality, and environmental quality (e.g. EIR, EIS, etc.), and shall furnish satisfactory evidence of such compliance upon request of DISTRICT. For any required environmental review, CITY shall be the lead agency. If CITY, its officers, employees, subtenants, or invitees, use more parking spaces for the operation of the premises than the fourteen (14) spaces leased to CITY pursuant to this Agreement, then upon request of DISTRICT, CITY shall, at its sole cost and expense, provide additional parking spaces for use by patrons of the Gilroy Caltrain Station and Park- and -Ride lot, either through improvement of presently undeveloped DISTRICT property adjoining the lot or through the development by CITY of nearby property for such purpose. The number of such spaces shall equal the number of spaces in excess of fourteen (14) used by CITY, its officers, employees, subtenants, or invitees in the operation of the premises, as may be reasonably determined by DISTRICT after consultation with CITY. 10. ACCESS. a. PHASE I AREA. Access to and from the premises shall be by that certain access road from Old Gilroy Street, more particularly described as the "Access Road" within the "Phase I Park and Ride Lot area on Exhibits "A" and`B" attached hereto. It is understood, however, that DISTRICT reserves for itself, its agents, employees, invitees, patrons and other tenants, the concurrent right to use such access road. If DISTRICT, in its reasonable discretion, determines at any time that the access road requires improvement to accommodate CITY's_use, or if CITY requests that the access be improved and DISTRICT, in its reasonable discretion, agrees to such request, CITY shall so improve the access road at its sole cost and expense. DISTRICT and CITY shall share the cost of maintenance for the access road on a reasonable and equitable basis, determined by the amount and intensity of use of such improvements by the respective parties. All maintenance for the access road, and each portion thereof, shall be performed by DISTRICT, which shall thereafter bill CITY for its share of such costs as set forth above. CITY and DISTRICT shall not park or stack vehicles on the access road. b. PHASE II AREA. DISTRICT shall, if requested by CITY, grant to CITY additional access to the premises through the presently unimproved parcel adjoining the Page 6 of 12 paved Park- and -Ride lot, more particularly designated as the "Phase II Park and Ride Lot" area on Exhibit `B" attached hereto. CITY shall be solely responsible for all costs and expenses incurred to improve said parcel to accommodate access by CITY, and shall be solely responsible for maintenance of such improvements, until DISTRICT or its agents, employees, invitees, patrons or other tenants begin to utilize such improvements; whereupon the cost of maintaining such improvements shall be shared by CITY and DISTRICT on a reasonable and equitable basis, determined by the amount and intensity of use of such improvements by the respective parties. C. EXISTING FACILITIES. CITY shall not remove or alter without the consent of DISTRICT, and shall permit DISTRICT access to the premises to maintain and use, the existing sign and light standard on the west side of the Depot Building, the existing sign on the north side of the Depot Building, and the CTC box on the southeast corner of Parcel B shown on Exhibit "A" attached hereto. DISTRICT shall maintain such existing facilities in good and safe condition, and shall indemnify, hold harmless, reimburse and defend CITY from all liability, damages, loss, costs and obligations, including court costs and reasonable attorneys' fees, occasioned by injury to or death of any person or persons, or for loss of or damage to any property, caused by any act or negligent omission of DISTRICT, its agents, employees, or invitees, arising out of, or in connection with, the accessing, maintenance or use of such facilities by DISTRICT. a. CITY shall indemnify, hold harmless, reimburse and defend DISTRICT, the Peninsula Corridor Joint Powers Board, and the National Railroad Passenger Corporation ( "Amtrak ") from all liability, damages, loss, costs and obligations, including court costs and reasonable attorneys' fees, occasioned by injury to or death of any person or persons, or for loss of or damage to any property, caused by any act or negligent omission of CITY, its officers, agents, employees, subtenants, or invitees, arising out of, or in connection with, the use of or improvement to or construction on the premises, or arising out of, or in connection with, the access rights granted herein. b. CITY, at its sole cost and expense, shall obtain and maintain comprehensive automobile and general liability insurance covering bodily injury, personal injury and property damage. Limits shall be in an amount of not less than one million dollars ($1,000,000.00) per occurrence, and two million dollars ($2,000,000.00) aggregate, if applicable. Such insurance coverage shall, name DISTRICT as an additional insured. Said coverage shall apply as primary insurance and any other insurance maintained by DISTRICT shall be excess only. Said coverage shall not be canceled or materially changed prior to thirty (30) days' advance written notice to DISTRICT. DISTRICT, in its reasonable discretion, may, from time to time, require an increase in the above specified insurance limits during the term of this Agreement. CITY, at its sole cost and expense, shall further procure and maintain, during the term of this Agreement, fire and extended coverage casualty insurance for the premises, Page 7 of 12 in an amount not less than the full insurable value of the premises. All proceeds of such insurance shall be used solely for the repair, restoration and reconstruction of the premises. CITY, at its sole cost and expense, shall further procure and maintain during the term of this Agreement, worker's compensation insurance covering all persons employed on the premises. CITY, at its sole cost and expense, shall further procure and maintain during the term of this Agreement, or require its contractors or subtenants to provide, with respect to the operations it or any of its contractors or subtenants perform above the railroad tracks adjoining the premises, or within fifty (50) feet horizontally of the railroad tracks, Railroad's Protective Liability Insurance with either the AASHO policy form or the ISO/RIMA form with pollution coverage for job site fuels and lubricants. The named insured shall be the Santa Clara County Transit District, the Peninsula Corridor Joint Powers Board, and the National Railroad Passenger Corporation ( "Amtrak ") and shall cover all other railroads operating on the right -of -way. The policy shall have limits of liability of not less than $5,000,000.00 per occurrence, combined single limit, for Coverages A and B, for losses arising out of injury to or death of all persons, and for physical loss or damage to or destruction of property, including the .loss of use thereof. If approved by the District, a Commercial General Form deleting the exclusion for work performed adjoining or within fifty (50) feet of any railroad track may be substituted for the Railroad Protective coverage specified above. C. Prior to commencement of this lease, CITY shall provide a certificate of insurance certifying that the required insurance coverage has been obtained. The insurance form and insurance carrier shall be subject to approval by DISTRICT, which approval shall not be unreasonably withheld. 12. ASSIGNMENT AND TRANSFER. CITY shall not assign, sell or otherwise transfer this lease, or any portion thereof, . but may sublease the premises, or a portion thereof, with the prior written consent of DISTRICT, which approval shall not be unreasonably withheld. I Q p•U:_1 In the event of an acquisition of all or any part of the premises, CITY shall receive compensation for the taking and damaging of CITY's improvements. The remaining award balance and interest thereon, as well as the award for the land value and interest thereon, shall belong to DISTRICT. Under no circumstances shall CITY be entitled to any "bonus value" for the remaining unexpired term. Page 8 of 12 a. CITY acknowledges receipt of three reports prepared at the request of DISTRICT. The first report, entitled "Soil Testing Report for Caltrain Gilroy Extension, Gilroy, California" and marked as a draft, prepared by Dennis Laduzinsky and David Hoexter of Kaldveer Associates, dated May 2, 1990, indicates that the Depot building has asbestos. The second report entitled "Soil Investigation in the Vicinity of the Former Aboveground Diesel Tank, Gilroy, California ", prepared by Terry Gyrion and Gary Messerotes of Emcon Associates, dated November 24, 1993, indicates that there is a soil contamination to the south of the "Phase I Park and Ride Lot" area. A third report, entitled "Phase II Soil and Groundwater Investigation Gilroy Spur Track, Gilroy, California ", prepared by Paul Serrano and Mark Filippini of Harding Lawson Associates, dated August 18, 1992, indicates that the adjoining train storage yard and parts of the "Phase I Park and Ride Lot" area have underground water contamination. b. Notwithstanding any other provision of the Agreement, CITY shall have no obligation or liability with respect to any hazardous materials now or hereafter affecting the premises, the access road or areas, or any other property referenced in this Agreement, except to the extent (i) such hazardous materials contamination is caused by CITY or CITY's agents, employees,'subtenants, or invitees or (ii) hazardous materials disposal/remediation is required by law as a condition to CITY's renovation or continued use of the premises during the term of this Agreement. If any hazardous materials are encountered on or in the vicinity of the premises by CITY during the term, and CITY would be required to remediate or remove such hazarous materials as a condition to CITY's renovation or continued use of the premises, but CITY does not want to incur the financial obligation of remediating or removing such hazardous materials, CITY may, in lieu of remediating or removing the hazardous materials, terminate this Agreement by giving DISTRICT not less than thirty (30) days prior notice of termination. If CITY terminates this Agreement pursuant to the prior sentence, CITY shall not be required to remove or remediate such hazardous materials, except to the extent hazardous materials contamination was caused by CITY or CITY's agents, employees subtenants, or invitees. Without limiting the foregoing, CITY shall have no obligation or liability with respect to any underground water contamination originating from off the premises and not caused by CITY, its agents, employees, subtenants, or invitees. 15. RELOCATION ASSISTANCE PROGRAM. It is agreed by and between the parties hereto that no relocation payment or assistance shall be sought or provided as a consequence of this Agreement. 16. POSSESSORY INTEREST TAX. CITY recognizes and understands in accepting this Agreement that CITY's interest therein may be subject to possible imposition of a possessory interest tax and that Page 9 of 12 such tax shall not reduce any sum due DISTRICT under this agreement and shall be the sole responsibility of CITY. .:►� u 1 As a precondition to pursuing any remedy for a breach by CITY, DISTRICT shall give written notice specifying the alleged act of the breach and the applicable agreement provision, with a demand that CITY cure the breach within three (3) days in instances of failure to pay rent or any other sum, and within thirty (30) days for any other breach (provided, however, that if the nature of the default is such that more than thirty (30) days are reasonably required for its cure, then CITY shall be required to commence the cure within the thirty (30) day period and diligently and in good faith prosecute the cure to completion within a reasonable time thereafter), or quit the premises. Upon lapse of the aforesaid periods without cure by CITY, DISTRICT shall have all remedies available at law and in equity, including the right to terminate this lease. 18. HOLDOVER. Any holding over of the premises after the expiration of the term shall be considered a month -to -month tenancy, and shall be on the same terms, covenants and conditions as set forth herein. 19. RIGHT TO INSPECT. DISTRICT, upon reasonable notice, shall have the right to periodically inspect the premises to determine whether CITY is in compliance with its obligations under this Agreement. 1 4 The failure of either party to insist upon strict performance of any of the terms, covenants or conditions of this lease shall not be deemed a waiver of any right or remedy that such party may have, and shall not be deemed a waiver of its right to require strict performance of all terms, covenants and conditions of this Agreement thereafter, nor a waiver of any remedy for the subsequent breach of any term, covenant or condition of this Agreement. Page 10 of 12 21. NOTICES. All notices required to be given hereunder, or which either parry may wish to give, shall be in writing and shall be served either by personal delivery or by certified or registered mail, postage prepaid, addressed as follows: To DISTRICT: Santa Clara County Transit District Real Estate Division 3331 North First Street, Bldg. B San Jose, CA 95134 -1906 To CITY: City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 Attn: City Adminstrator or to such other place as either party may designate by written notice. In the event that there are prior or contemporaneous lease, rental, license, permit or other agreements, whether oral or written, by and between DISTRICT and CITY relative to the premises, such agreements are hereby revoked and extinguished by this Agreement. 23. SEVERABILITY. If any of the provisions of this Agreement are for any reason held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had not been contained herein. MIA Page 11 of 12 24. BINDING EFFECT. Subject to the provisions of Paragraph 12, all of the provisions hereof shall apply to, bind and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and subtenants. IN WITNESS WHEREOF, DISTRICT and CITY have entered into this Agreement as of August 1, 1996. DIST Peter M. Cipolla General Manager RECOMMENDED FOR APPROVAL to Villemaire sociate Real Estate Agent APPROVED AS TO FORM: Kevin D. Allmand Legal Counsel a/gilryrev. CITY Jay Baksa City Administrator ATT T: Susanne Steinmetz City Clerk APPROVED AS/T� O FORM: , Linda A. Callon City Attorney Page 12 of 12 ,anEVOauc , - m K ream m Fly ,� J.Vitleoire a -s TRANSPORTATION AGENCY R.Shieids 3 -96 `"° GILROY TRAIN DEPOT Almand —96 soar ypy�M @Ali ow.s 1 a 1 nco rs ewaan AN a ACCESS .D All 1 1111111 TRAIN CREW BLDG 0 2-. r OF,-, WIN Al��± l���l ��X�sI���1 ���M. 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