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LEASE AGREEMENT

Lease Agreement

LEASE AGREEMENT | Document Parties: ICOP DIGITAL, INC | Kansas Limited You are currently viewing:
This Lease Agreement involves

ICOP DIGITAL, INC | Kansas Limited

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Title: LEASE AGREEMENT
Date: 7/15/2008
Industry: Audio and Video Equipment     Sector: Consumer Cyclical

LEASE AGREEMENT, Parties: icop digital  inc , kansas limited
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Exhibit 10.12

LEASE AGREEMENT

DATED: 2/22/07

 

LANDLORD:    117 th Investors, LLC, a
   Kansas Limited Liability
   Company
TENANT:    ICOP Digital, Inc. a Colorado
   corportation
PREMISES:    15028 W. 117 th Street
   Olathe, Kansas

 

ICOP Digital Lease

2/16/07

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INDUSTRIAL REAL ESTATE LEASE

This following are the Basic Terms of this Lease between the Landlord and Tenant named below. Other Sections and Paragraphs of the Lease referred to in the Basic Terms explain and define the Basic Terms and are to be read in conjunction with the Basic Terms.

 

1.

   Date of Lease:    2/22/07

2.

   Landlord:    117 th Investors, LLC a Kansas limited liability company
      Address of Landlord:     11401 Strang Line Road
     

  Lenexa, KS 66215

3.

   Tenant:    ICOP Digital, Inc. a Colorado corporation
     

Address of Tenant:       15028 W. 117 th Street

Olathe, Kansas 66062

4.

   Leased Premises:    The Premises, or Leased Premises, is located at 15028 W. 117 th Street, Olathe Kansas, and consists of approximately 4,600 square feet, in Landlord’s development which is located at W. 117th and Blackbob Road, Olathe, Johnson County, Kansas, as legally described in Exhibit “A” (the “Property”). The Property includes the land, the buildings and all other improvements located on the land, and the common areas described in this Lease.

5.

   Lease Term:    Three (3) years and two (2) months beginning May 1, 2007 or such other date as is specified in this Lease, and ending on June 30, 2010.

6.

   Permitted Uses:   

Tenant may use the Premises for only the following permitted use:

Office/Warehouse.

7.

   Tenant’s Guarantor:    N/A

8.

   Brokers:   

Landlord’s Broker: None

Tenant’s Broker: Fishman & Company

9.

   Commission Payable:    to Landlord’s Broker          $ -0-
      to Tenant’s Broker:            $ 3,714.49

 

10.

   Initial Security Deposit: $3,258.33

11.

   Vehicle Parking Spaces Allocated to Tenant: 12 non-preferential

12.

   Rent and Other Charges Payable by Tenant:
  

a.      BASE RENT:

   Three Thousand Two Hundred Fifty Eight 33/100 Dollars ($3,258.33) per month, as provided in this Lease.
  

b.      Other PERIODIC PAYMENTS:

   (i) Utilities, (ii) Tenant’s Initial Pro Rata Share of Common Area Expenses 29.8%, (iii) Tenant’s Share of Insurance Premiums and Property Taxes, (iv) Maintenance, Repairs and Alterations, as set out in this Lease.
  

c.      Estimate of COSTS:

   $920.00 monthly (The foregoing is an estimate only)

 

13.    Exhibits:    The following Exhibits are attached to and made a part of this Lease:
      Exhibit A - Legal Description
      Exhibit B - Site Plan
      Exhibit C - Rules and Regulations
      Exhibit D - Tenant Finish

14. Lease of Premises For Lease Term. Landlord leases the Premises to Tenant and Tenant leases the Premises from Landlord for the Lease Term. The Lease Term is for the period stated above and shall begin and end on the dates specified above. The “Commencement Date” shall be the date specified above for the beginning of the Lease Term, unless advanced or delayed under any provisions of this Lease.

15. Delay In Commencement. Landlord’s non-delivery of the Premises to Tenant on the Commencement Date shall not affect this Lease or the obligations of Tenant under this Lease except that the Commencement Date shall be delayed until Landlord delivers possession of the Premises to Tenant and the Lease Term shall be extended equal to the delay in delivery of the Premises to Tenant, plus the number of days necessary to end the Lease Term on the last day of a month. If Landlord does not deliver possession of the Premises to Tenant within thirty (30) days after the Commencement Date, Tenant may elect to cancel this Lease by giving written notice to Landlord within ten (10) days after the thirty (30) -day period ends. If Tenant gives such notice, the Lease shall be canceled and neither Landlord nor Tenant shall have any further obligations to the other. If Tenant does not give such notice, Tenant’s right to cancel the Lease shall expire and the Lease Term shall commence upon the delivery of possession of the Premises to Tenant.

 

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16. Early Occupancy. If Tenant occupies the Premises prior to the Commencement Date, Tenant’s occupancy of the Premises shall be subject to all of the provisions of this Lease. Early occupancy of the Premises shall not advance the expiration date of this Lease. Tenant shall pay Base Rent and all other charges specified in this Lease beginning on the Commencement Date.

17. Holding Over. Tenant shall vacate the Premises upon the expiration or earlier termination of this Lease. Tenant shall reimburse Landlord for and indemnify Landlord against all damages, which Landlord incurs from Tenant’s delay in vacating the Premises. If Tenant does not vacate the Premises upon the expiration or earlier termination of the Lease and Landlord thereafter accepts rent from Tenant, Tenant’s occupancy of the Premises shall be a “month-to-month” tenancy, subject to all of the terms of this Lease applicable to a month-to-month tenancy, except that the Base Rent then in effect shall be increased by fifty percent (50%).

18. Time and Manner of Payment. Upon execution of this Lease, Tenant shall pay Landlord the Base Rent in the amount stated above for the first month of the Lease Term. On the first day of the second month of the Lease Term and each month thereafter, Tenant shall pay Landlord the Base Rent, in advance, without demand, deduction, abatement or off-set except as expressly provided herein. The Base Rent shall be payable at Landlord’s Agent’s address:

117 th Investors, LLC

11401 Strang Line Road

Lenexa, KS 66215

or at such other place as Landlord may designate in writing.

19. Security Deposit .

a. Upon the execution of this Lease, Tenant shall deposit with Landlord a cash Security Deposit in the amount set forth above. Landlord may apply all or part of the Security Deposit to any unpaid rent or other charges due from Tenant or to cure any other defaults of Tenant. No interest shall be paid on the Security Deposit.

20. Termination /Advance Payments. Upon termination of this Lease as a result of damage or destruction of the Property or condemnation, as set forth herein, or any other termination not resulting from Tenant’s default, and after Tenant has vacated the Premises, in the manner required by this Lease, Landlord shall refund or credit to Tenant (or Tenant’s successor) the unused portion of the Security Deposit, any advance rent or other advance payments made by Tenant to Landlord, and any amounts paid for real property taxes and other reserves which apply to any time periods after termination of the Lease.

21. Additional Rent. All other sums and charges required to be paid by Tenant to Landlord pursuant to the terms of this Lease (including, without limitation, all payments set forth below entitled “Additional Rent”) constitute additional rent and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Unless this Lease provides otherwise, Tenant shall pay all Additional Rent then due with the next monthly Installment of Base Rent. The term “rent” shall mean Base Rent and Additional Rent.

22. Property Taxes.

a. Real Property Taxes. Tenant covenants and agrees to pay to Landlord, as additional rent, its proportionate share of all Real Estate Taxes, including any and all present and future general and special assessments and all other taxes and assessments and governmental charges, whether federal, state, county or municipal, levied or assessed against the Leased Premises and the Property (excluding federal and state income taxes).

b. Definition of “Real Property Tax”. “Real Property Tax” means: (I) any fee, license fee, license tax, business license fee, commercial rental tax, levy, charge, assessment, penalty or tax imposed by any taxing authority against the Property; (ii) any tax on the Landlord’s right to receive, or the receipt of, rent or income from the Property or against Landlord’s business of leasing the Property; (iii) any tax or charge for fire protection, streets, sidewalks, road maintenance, refuse or other services provided to the Property by any governmental agency; (iv) any tax imposed upon this transaction or based upon a re-assessment of the Property; and (v) any charge or fee replacing any tax previously included within the definition of real property tax. “Real property tax” does not, however, include Landlord’s federal or state income, franchise, inheritance or estate taxes.

c. Personal Property Taxes. Tenant shall pay all taxes charged against trade fixtures, furnishings, equipment or any other personal property belonging to Tenant. Tenant shall try to have personal property taxed separately from the Property. If any of Tenant’s personal property is taxed with the Property, Tenant shall immediately pay Landlord the taxes for Tenant’s personal property.

23. Utilities. Tenant shall pay, directly to the appropriate supplier, the cost of all heat, light, power, telephone, water and other utilities and services supplied to the Property. However, if any services or utilities are jointly metered with, Landlord shall make a reasonable determination of Tenant’s proportionate share of the cost of such utilities and services and Tenant shall pay such share to Landlord within fifteen (15) days after receipt of Landlord’s written statement.

 

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24. Insurance Policies.

a. Liability Insurance. During the Lease Term, Tenant shall maintain a policy of commercial general liability insurance (sometimes known as broad form comprehensive general liability insurance) insuring Tenant against liability for bodily injury, property damage (including loss of use of property) and personal injury arising out of the operation, use or occupancy of the Property. Tenant shall name Landlord as an additional insured under such policy. The initial amount of such insurance shall be ONE MILLION DOLLARS ($1,000,000) per occurrence and shall be subject to periodic increase based upon inflation, increased liability awards, recommendation of Landlord’s professional insurance advisers and other relevant factors. The liability insurance obtained by Tenant under this Section shall be primary and non-contributing. The amount and coverage of such insurance shall not limit Tenant’s liability nor relieve Tenant of any other obligation under this Lease.

b. Property and Rental Income Insurance. During the Lease Term, Landlord shall maintain policies of insurance covering loss of or damage to the Property in the full amount of its replacement value. Such policy shall contain an Inflation Guard Endorsement and shall provide protection against all perils included within the classification of fire, extended coverage, vandalism, malicious mischief, special extended perils (all risk), sprinkler leakage and any other perils, which Landlord deems reasonably necessary. Landlord shall have the right to obtain flood and earthquake insurance if required by any lender holding a security interest in the Property. Landlord shall not obtain insurance for Tenant’s fixtures or equipment or building improvements installed by Tenant on the Property. During the Lease Term, Landlord may also maintain a rental Income insurance policy, with loss payable to Landlord, in an amount equal to one year’s Base Rent, plus estimated real property taxes and insurance premiums. Tenant shall not do or permit anything to be done which invalidates any such insurance policies. The costs of said insurance shall be paid pursuant to Section 26.

c. General Insurance Provisions.

i. Any insurance, which Tenant is required to maintain under this Lease, shall include a provision which requires the insurance carrier to give Landlord not less than thirty (30) days’ written notice prior to any cancellation or modification of such coverage.

ii. If Tenant fails to deliver any policy, certificate or renewal to Landlord required under this Lease within the prescribed time period or if any such policy is canceled or modified during the Lease Term without Landlord’s consent, Landlord may obtain such insurance, in which case Tenant shall reimburse Landlord for the cost of such insurance within fifteen (15) days after receipt of a statement that indicates the cost of such insurance.

iii. Tenant shall maintain all insurance required under this Lease with companies holding a “General Policy Rating” of A-12 or better, as set forth in the most current issue of “Best Key Rating Guide”. Landlord makes no representation as to the adequacy of such insurance to protect Landlord’s or Tenant’s interests. Therefore, Tenant shall obtain any such additional property or liability insurance, which Tenant deems necessary to protect Landlord and Tenant.

25. Common Areas; Use and Maintenance.

a. Common Areas. As used in this Lease, “Common Areas” shall mean all areas within the Property which are available for the common use of tenants of the Property and which are not leased or held for the exclusive use of Tenant or other tenants, including, but not limited to, parking areas, driveways, sidewalks, loading areas, access roads, corridors, landscaping and planted areas. It is agreed that upon written notice Landlord reserves the right, at any time, to change the arrangement, layout and/or size of the Common Area, to make alterations, on or in the Common Area or the parking lots, and/or revise and develop the same, as Landlord shall determine, provided proper access to the Leased Premises is maintained.

b. Use of Common Areas. Tenant shall have the nonexclusive right (in common with other tenants and all others to whom Landlord has granted or may grant such rights) to use the Common Areas for the purposes intended, subject to such rules and regulations. At any time, Landlord may close any Common Areas to perform maintenance and repair, in Landlord’s Judgment, are necessary to improve the Property. Tenant shall not interfere with the rights of Landlord, other tenants or any other person entitled to use the Common Areas.

c. Specific Provision Regarding Vehicle Parking. Tenant’s parking shall not be reserved and shall be limited to the number set forth in this Lease, and to vehicles no larger than standard size automobiles or pickup utility vehicles. Tenant shall not cause large trucks or other large vehicles to be parked within the Property. Temporary parking of delivery vehicles in the Property may be permitted by the rules and regulations established by Landlord. Vehicles shall be parked only in striped parking spaces and not in driveways, loading areas or other locations not specifically designated for parking.

d. Maintenance of Common Areas. Landlord shall maintain the Common Areas and operate the Property, in Landlord’s reasonable, discretion, as a multi tenant office commercial property development Tenant shall pay Tenant’s pro rata share (as determined below) of all costs incurred by Landlord for the operation and maintenance of the Common Areas. “Common Area Costs” include, but are not limited to, costs and expenses for the following: gardening and landscaping; utilities, water and sewage charges; premiums for liability, property damage, fire and other types of casualty insurance on the Common Areas and worker’s compensation insurance; all property taxes and assessments levied on or attributable to the Common Areas and all Common Area improvements; fees for required licenses and permits; repairing, resurfacing, repaving, capping, maintaining, painting, lighting, cleaning, refuse removal, snow removal, security and similar items; and a reasonable allowance to Landlord for Landlord’s supervision of the Common Areas (not to exceed five percent (5%) of the gross rents of the Property for the calendar year). Landlord may cause any or all of such services to be provided by third parties and the cost of such services shall be included in Common Area Costs. Common Area Costs shall not include depreciation of real property, which forms part of the Common Areas.

 

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26. Tenant’s Share and Payment of Common Area Costs, Taxes and Insurance Costs. Tenant shall pay Tenant’s annual pro rata share of all Common Area Costs, Insurance Costs and Real Property Taxes (“Costs”) upon written notice from Landlord that such costs are due and payable. Tenant’s pro rata share of Costs shall be calculated by dividing the square foot area of the Leased Premises, as set forth in this Lease, by the aggregate square foot area of the Property. Tenant’s Initial Pro Rata Share is set out above. Any changes in the Costs during the Lease Term shall be effective on the first day of the month after such change occurs. Landlord may, at Landlord’s election, estimate in advance and charge to Tenant all Costs for which Tenant is liable under this Lease. At Landlord’s election, such statements of estimated Costs shall be delivered monthly or quarterly. Within sixty (60) days after the end of each calendar year of the Lease Term, Landlord shall deliver to Tenant a statement prepared in accordance with generally accepted accounting principles setting forth, in reasonable detail, the Costs paid or incurred by Landlord during the preceding calendar year and Tenant’s pro rata share. Upon receipt of such statement, there shall be an adjustment between Landlord and Tenant, with payment to or credit given by Landlord (as the case may be) so that Landlord shall receive the entire amount of Tenant’s share of such costs and expenses for such period. Landlord shall maintain books of account, which shall be open to Tenant, so Tenant can determine that the Costs have been paid or calculated in accordance with the requirements of this Lease.

27. Late Charges. If Landlord does not receive any rent payment within ten (10) days after it becomes due, Tenant shall pay Landlord a late charge equal to one and one half percent per month of the amount due. Acceptance of such Late Charge by Landlord shall not constitute a waiver of Tenant’s default with respect to any such past due amounts, nor prevent Landlord from exercising any other rights and remedies granted to Landlord under this Lease or at law or in equity. Such Late Charge shall constitute additional rental payable by Tenant under this Lease and is in addition to, and separate from, the Base Rent, and other charges payable under this Lease by Tenant.

28. Interest on Past Due Obligations. In addition to any late charges, any amount owed by Tenant to Landlord which is not paid when due shall bear interest at the rate of fifteen percent (15%) per annum from the due date of such amount. However, interest shall not be payable on late charges to be paid by Tenant under this Lease.

29. Manner of Use. Tenant shall not cause or permit the Leased Premises to be used in any way, which constitutes a violation of any law, ordinance, or governmental regulation, or order, which annoys or interferes with the rights of tenants of the Property, or which constitutes a nuisance or waste. Tenant shall obtain and pay for all permits, including a Certificate of Occupancy, required for Tenant’s occupancy of the Leased Premises and shall promptly take all actions necessary to comply with all presently applicable statutes, ordinances, rules, regulations, orders and requirements regulating the use by Tenant of the Leased Premises, including the Occupational Safety and Health Act rules (Governmental Rules and Regulations) and any Governmental Rules and Regulations promulgated in the future which apply to this Lease.

30. Hazardous Materials. As used in this Lease, the term “Hazardous Material” means any flammable items, explosives, radioactive materials, hazardous or toxic substances, material or waste or related materials, including any substances defined as or included in the definition of “hazardous substances”, “hazardous wastes”, “hazardous materials” or “toxic substances” now or subsequently regulated under any applicable federal, state or local laws or regulations, including without limitation petroleum-based products, paints, solvents, lead, cyanide, DDT, printing inks, acids, pesticides, ammonia compounds and other chemical products, asbestos, PBCs and similar compounds and including any different products and materials which are subsequently found to have adverse effects on the environment or the health and safety of persons. Tenant shall not cause or permit any Hazardous Material to be generated, produced, brought upon, released, used, stored, treated or disposed of in or about the Property by Tenant, its agents, employees, contractors, sublessees or invitees without the prior written consent of Landlord. Landlord shall be entitled to, take into account such other factors or facts as Landlord may reasonably determine to be relevant in determining whether to grant or withhold consent to Tenant’s proposed activity with respect to Hazardous Material. In no event, however, shall Landlord be required to consent to the installation or use of any storage tanks on the Property. See Rules and Regulations Exhibit C.

31. Signs and Auctions. Tenant shall not place any signs on the Property without Landlord’s prior written consent. Tenant shall not conduct or permit any auctions or sheriff’s sales at the Property.

32. Indemnity. Tenant shall indemnify Landlord against and hold Landlord harmless from any and all costs, claims or liability (including costs and expenses of defending against all of the aforesaid) arising (or alleged to arise) arising from: (a) Tenant’s use of the Property; (b) the conduct of Tenant’s business or anything else done or permitted by Tenant to be done in or about the Property, including any contamination of the Property or any other property resulting from the presence or use of Hazardous Material caused or permitted by Tenant; (c) any breach or default in the performance of Tenant’s obligations under this Lease; (d) any misrepresentation or breach of warranty by Tenant under this Lease, or (e) other acts or omissions of Tenant, Tenant shall defend Landlord against any such cost, claim or liability at Tenant’s expense with counsel selected by Landlord or, at Landlord’s election, Tenant shall reimburse Landlord for any legal fees or costs incurred by Landlord in connection with any such claim. As a material part of the consideration to Landlord, Tenant assumes all risk of damage to property or injury to persons in or about the Property arising from any cause, and Tenant hereby waives all claims in respect thereof against Landlord, except for any claim arising out of Landlord’s gross negligence or willful misconduct. As used in this Section, the term “Tenant” shall include Tenant’s employees, agents, contractors and invitees, if applicable.

33. Landlord’s Access. Landlord or its agents may enter the Leased Premises at all reasonable times to show the Leased Premises to potential buyers, investors or tenants or other parties; to inspect and conduct tests in order to monitor Tenant’s use or compliance with all applicable environmental laws and all laws governing the presence and use of Hazardous Material; or for any other purpose Landlord deems necessary. Landlord shall give Tenant prior notice of such entry, except in the case of an emergency.

34. Quiet Possession. If Tenant pays the rent and complies with all other terms of this Lease, Tenant may occupy and enjoy the Leased Premises for the full Lease Term, subject to the provisions of this Lease.

 

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35. Existing Conditions. Tenant has inspected the Leased Premises and accepts them in their existing condition, on an “as-is” basis. Except as provided herein, see attached Exhibit “D” for improvements to be completed by Landlord prior to occupancy by tenant. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation as to the condition of the Property or the suitability of the Property for Tenant’s intended use.

36. Exemption of Landlord from Liability. Landlord shall not be liable for any damage or injury to the person, business (or any loss of income therefrom), goods, wares, merchandise or other property of Tenant, Tenant’s employees, invitees, customers or any other person in or about the Property, whether such damage or injury is caused by or results from: (a) fire, steam, electricity, water, gas or rain; (b) the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures or any other cause; (c) conditions arising in or about the Property or upon other portions of the Property, or from other sources or places; or (d) any act or omission of any other tenant of the Property. Landlord shall not be liable for any such damage or injury even though the cause of or the means of repairing such damage or injury are not accessible to Tenant. The provisions of this Section shall not, however, exempt Landlord from liability for Landlord’s gross negligence or willful misconduct.

37. Landlord’s Obligations. Subject to the provisions of this Lease, and except for damage caused by any act or omission of Tenant, or Tenant’s employees, agents, contractors or invitees, Landlord shall keep the foundation, roof and structural portions of exterior walls of the improvements on the Property in good order, condition and repair. However, Landlord shall not be obligated to maintain or repair windows, doors, plate glass or the surfaces of walls. Landlord shall not be obligated to make any repairs under this Section until a reasonable time after receipt of a written notice from Tenant of the need for such repairs.

38. Tenant’s Obligations.

a. Tenant shall keep all portions of the Leased Premises (including internal structural, nonstructural, interior, systems and equipment) in good order, condition and repair. If any portion of the Leased Premises or any system or equipment in the Leased Premises which Tenant is obligated to repair cannot be fully repaired or restored, Tenant shall promptly replace such portion of the Leased Premises or system or equipment in the Leased Premises, if the benefit or useful life of such replacement extends beyond the Lease Term, the useful life of such replacement shall be prorated over the remaining portion of the Lease Term, and Tenant shall be liable only for that portion of the cost which is applicable to the Lease Term. Tenant shall maintain a preventive maintenance contract providing for the regular inspection and maintenance of the heating and air conditioning system by a licensed heating and air conditioning contractor twice a year before the heat is turned on and again before the Air Conditioning is turned on.

b. If Tenant fails to maintain, repair or replace the Leased Premises as required by this Lease, Landlord may, upon ten (10) days’ prior notice to Tenant (except that no notice shall be required in the case of an emergency), enter the Leased Premises and perform such maintenance or repair (including replacement, as needed) on behalf of Tenant. In such case, Tenant shall reimburse Landlord for all costs incurred in performing such maintenance or repair immediately upon demand.

c. Tenant shall not suffer any mechanics’ or materialmen’s lien to be filed against the Leased Premises or the Property or any part thereof by reason of work, labor, services, or materials performed or furnished to Tenant under the Lease. Should any mechanic’s or materialmen’s lien be filed against the Leased Premises during this Lease for work or materials claimed to have been performed or furnished to Tenant, then said mechanic’s or materialmen’s lien shall be discharged of record by Tenant within ten (10) days after the filing thereof, at Tenant’s expense., In the event of Tenant’s failure to discharge any said lien within the aforesaid period, Landlord, at its option, may remove said lien. Any amount so paid by Landlord, including attorneys’ fees, and all expenses in connection therewith, shall be deemed additional rent payable by Tenant upon demand.

39. Alterations, Additions, and Improvements.

a. Tenant shall not make any alterations, additions, or improvements to the Leased Premises without Landlord’s prior written consent, except non-structural alterations which do not exceed five thousand Dollars ($5,000) and which are not visible from the outside of the building. All alterations, additions, and improvements shall be done in a good and workmanlike manner, in conformity with all applicable laws and regulations,


 
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