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HomeMy WebLinkAboutResolution - 2001-R0209 - Lease Of Land For Construction - Burlington Northern - 06/14/2001Resolution No. 2001-80209 June 14, 2001 Item No. 35 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock a Lease of Land for Construction/Rehabilitation of Track between the City of Lubbock and the Burlington Northern and Santa Fe Railway Company, and any other related documents. Said Lease is attached hereto and incorporated in this Resolution as if fully set forth herein and shall be included in the minutes of the Council. Passed by the City Council this 14th day of June 200 WINDY SITVN, MAYOR ATTEST: R�ebecccca Garza City Secretary Q; APPROVED AS TO CONTENT: Ed Bucy Right -of -Way Agent APPROVED AS TO FORM: Linda L. Chamales Supervising Attorney — Office Practice LLC:cp Ccdocs/BurlingtonNorther-Lease-CODstrRellab.Res June 5, 2001 Resolution No. 2001-R209 THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY LEASE OF LAND FOR CONSTRUCTION/REHABILITATION OF TRACK w,ma� $ S GOINIRACT THIS LEASE, ("Lease") made as of the 1st day of May, 2001, by and between THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY, a Delaware corporation (hereinafter called "Railroad"), and CITY OF LUBBOCK, a Texas municipal corporation, (hereinafter, whether one party or more, called "Industry"). NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows: LEASE OF PREMISES Railroad hereby leases to Industry, subject to all rights, interests and estates of third parties, and upon the terms and conditions set forth below, the land situated at or near the railway station of Lubbock, County of Lubbock, State of Texas, as described or shown on print hereto attached, dated 06/12/2001, marked Exhibit "A", and made a part of this Lease ("Premises") for the construction, location and maintenance of trackage as described herein. PERMITTED USE TERM 2. (a) Industry shall use the Premises exclusively as a site for construction, location, and maintenance of trackage and for no other purpose. Industry shall not use or store hazardous substances, as defined by the Comprehensive Environmental Response, Compensation, and Liability Act, as amended ("CERCLA") or petroleum or oil as defined by applicable Environmental Laws on the Premises. Industry shall provide all relevant information to Railroad's inquiries regarding the use or condition of the Premises. Railroad may enter the Premises at any time Railroad desires to inspect the Premises. (b) Maintenance for the purpose of this Lease includes, but is not limited to, responsibility for providing proper drainage along the relevant portion of the track and for keeping the track free and clear of snow, ice, vegetation, structures, and other obstacles. Maintenance also includes, but is not limited to, responsibility for the maintenance of grade crossing warning devices, stop signs, gates, fences or barriers, roadway construction, track drainage facilities, lighting, track signals and signal maintenance. 3. Unless earlier terminated as hereinafter provided, this Lease shall be in force for the term of ONE MONTH from its date and shall automatically continue thereafter until terminated by either party giving to the other sixty (60) days written notice of its desire to terminate the same. RENTAL 4. Industry shall pay to Railroad, prior to the Effective Date of this Lease, a one-time sum of Five Hundred Dollars ($500.00) for the Lease of the Premises. COMPLIANCE WITH LAWS 5. (a) Industry shall be responsible for obtaining, without expense to Railroad, all necessary real property rights and public authority and permission, including applicable permits, for the maintenance and operation of the Premises provided Industry obtains prior written consent from Railroad. (b) Industry has examined the Premises and accepts the condition thereof "AS IS", and shall observe and comply with any and all laws, statutes, regulations, ordinances, orders, covenants ID/GN — Lease of Land for Construction/Rehabilitation of Track or restrictions ("Legal Requirements") relating to the use of the Premises. (c) Prior to entering the Premises, Industry shall and shall cause its contractor to comply with all Railroad's applicable safety rules and regulations. Prior to commencing any work on the Premises, Industry shall complete and shall require its contractor to complete the safety training program at the Railroad's Internet Website "contra ctororientation.com". This training must be completed no more than one year in advance of Industry's entry on the Premises. USE AND MAINTENANCE OF PREMISES 6. Railroad may require for safety purposes that Industry, at its sole cost and expense, provide flagmen, lights, traffic control devices, automatic warning devices, or any such safety measure that Railroad deems appropriate in connection with Industry's use of the Premises for the purpose identified in Section 2 above. Industry shall reimburse Railroad within thirty (30) days of receipt of bill rendered therefor for all costs expended by Railroad, including but not limited to the cost of Railroad's Flagman ($500.00 per eight hour day, $95.00 per hour thereafter), in connection with this Section. 7. In the event Industry requires access to and from the Premises by use of Railroad's property adjacent to the Premises, Railroad hereby grants Industry a non-exclusive license and permission to enter upon Railroad's property for such purpose. Railroad shall, at its sole discretion, designate the location or route to be used by Industry. For the purpose of this Lease, the designated access, whether specifically defined or not, is included in the definition of Premises. 8. Industry shall notify Railroad's representative Roadmaster Victor Lopez at 500 Main Street, PO Box 2469, Lubbock, TX 79408, telephone (806) 765-3955, five (5) days prior to commencing construction/rehabilitation of the track on the Premises. 9. (a) All alterations, additions or betterments to the Premises, other than the rails and the ties, shall upon construction, become the sole property of Railroad. (b) Industry agrees that Railroad shall not be required to furnish to Industry any water, light, power or any other services in connection with the use of the Premises. 10. Industry shall maintain the Premises in a condition satisfactory to Railroad. Industry shall not cause, permit, commit, or maintain any waste or nuisance in, on or about the Premises. DEFINITION OF COST AND EXPENSE 11. (a) For the purpose of this Lease, "cost' or "costs" "expense or expenses" includes, but is not limited to, actual labor and material costs including all assignable additives, and material and supply costs at current value where used. (b) All invoices are due thirty (30) days after the date of invoice. In the event that Industry shall fail to pay any monies due to Railroad within thirty (30) days after the invoice date, then Industry shall pay interest on such unpaid sum from thirty (30) days after its invoice date to the date of payment by Industry at an annual rate equal to (i) the greater of (a) for the period January 1 through June 30, the prime rate last published in The Wall Street Joumal in the preceding December plus two and one-half percent (2 1/2%), and for the period July 1 through December 31, the prime rate last published in The Wall Street Journal in the preceding June plus two and one-half percent (2 1/2%), or (b) twelve percent (12%), or (ii) the maximum rate permitted by law, whichever is less. 2 !D/GN — Lease of Land for Construction/Rehabilitation of Track RIGHT OF RAILROAD TO USE 12. Railroad excepts and reserves the right, to be exercised by Railroad and any other parties who may obtain written permission or authority from Railroad: (a) to maintain, renew, use, operate, change, modify and relocate any existing pipe, power, communication lines and appurtenances and other facilities or structures of like character upon, over, under or across the Premises; (b) to construct, maintain, renew, use, operate, change, modify and relocate any tracks or additional facilities or structures upon, over, under or across the Premises; or (c) to use the Premises in any manner as the Railroad in its sole discretion deems appropriate; provided Railroad uses all commercially reasonably efforts to avoid material interference with the use of the Premises by Industry for the purpose specified in Section 2 above. CLEARANCES 13. (a) Industry shall not place, permit to be placed, or allow to remain, any permanent or temporary material, structure, pole, or other obstruction within 8Y2 feet laterally from the center (nine and one-half (9-1/2) feet on either side of the centerline of curved track) or from 24 feet vertically from the top of the rail of Railroad's track ("Minimal Clearances"), provided that if any Legal Requirement requires greater clearances than those provided for in this Section13, then Industry shall strictly comply with such Legal Requirement. However, vertical or lateral clearances which are less than the Minimal Clearances but are in compliance with Legal Requirements will not be a violation of this Section 13, so long as Industry strictly complies with the terms of any such Legal Requirement. (b) Railroad's operation over the track with knowledge of an unauthorized reduced clearance will not be a waiver of the covenants of Industry contained in this Section 13 or of Railroad's right to recover and be indemnified and defended against such damages to property, or injury to or death of persons, that may result therefrom. (c) Industry shall not place or allow to be placed any freight car within 250 feet of either side of any at -grade crossings on the Premises. LIABILITY 14. (a) TO THE FULLEST EXTENT PERMITTED BY LAW, INDUSTRY SHALL AND SHALL CAUSE ITS CONTRACTOR TO RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS RAILROAD AND RAILROAD'S AFFILIATED COMPANIES, PARTNERS, SUCCESSORS, ASSIGNS, LEGAL REPRESENTATIVES, OFFICERS, DIRECTORS SHAREHOLDERS, EMPLOYEES AND AGENTS (COLLECTIVELY, "INDEMNITEES") FOR, FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, FINES, PENALTIES, COSTS, DAMAGES, LOSSES, LIENS, CAUSES OF ACTION, SUITS, DEMANDS, JUDGMENTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, COURT COSTS, REASONABLE ATTORNEYS' FEES AND COSTS OF INVESTIGATION, REMOVAL AND REMEDIATION AND GOVERNMENTAL OVERSIGHT COSTS) ENVIRONMENTAL OR OTHERWISE (COLLECTIVELY"LIABILITIES") OF ANY NATURE, fCII`dD OR DESCRIPTION OF ANY PERSO-N �R n.1 -IM DIRECTLY OR INDIRECTLY ARISING OUT OF, RESULTING FROM OR RELATED TO (IN WHOLE OR 1N PART): (i) THIS LEASE, INCLUDING, WITHOUT LIMITATION, ITS ENVIRONMENTAL PROVISIONS, 3 !D/GN — Lease of Land for Constniction/Rehabilitation of Track (ii) ANY RIGHTS OR INTERESTS GRANTED PURSUANT TO THIS LEASE, (iii) INDUSTRY'S OCCUPATION AND USE OF THE PREMISES, (iv) THE ENVIRONMENTAL CONDITION AND STATUS OF THE PREMISES CAUSED BY, AGGRAVATED BY, OR CONTRIBUTED IN WHOLE OR IN PART, BY INDUSTRY, OR (v) ANY ACT OR OMISSION OF INDUSTRY OR INDUSTRY'S OFFICERS, AGENTS, INVITEES, EMPLOYEES, OR CONTRACTORS, OR ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY ANY OF THEM, OR ANYONE THEY CONTROL OR EXERCISE CONTROL OVER, EVEN IF SUCH LIABILITIES ARISE FROM OR ARE ATTRIBUTED TO, IN WHOLE OR 1N PART, ANY NEGLIGENCE OF ANY INDEMNITEE. THE ONLY LIABILITIES WITH RESPECT TO WHICH INDUSTRY'S OBLIGATION TO INDEMNIFY THE INDEMNITEES DOES NOT APPLY ARE LIABILITIES TO THE EXTENT PROXIMATELY CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF AN INDEMNITEE. (b) FURTHER, NOTWITHSTANDING THE LIMITATION IN SECTION 14(A), INDUSTRY SHALL AND SHALL CAUSE ITS CONTRACTOR TO NOW AND FOREVER WAIVE ANY AND ALL CLAIMS, REGARDLESS WHETHER BASED ON THE STRICT LIABILITY, NEGLIGENCE OR OTHERWISE, THAT RAILROAD IS AN "OWNER", "OPERATOR "ARRANGER", OR "TRANSPORTER" OF THE PREMISES FOR PURPOSES OF CERCLA OR OTHER ENVIRONMENTAL LAWS. INDUSTRY WILL INDEMNIFY, DEFEND AND HOLD THE INDEMNITEES HARMLESS FROM ANY AND ALL SUCH CLAIMS REGARDLESS OF THE NEGLIGENCE OF THE INDEMNITEES. INDUSTRY FURTHER AGREES THAT THE USE OF THE PREMISES AS CONTEMPLATED BY THIS LEASE SHALL NOT IN ANY WAY SUBJECT RAILROAD TO CLAIMS THAT RAILROAD IS OTHER THAN A COMMON CARRIER FOR PURPOSES OF ENVIRONMENTAL LAWS AND EXPRESSLY AGREES TO INDEMNIFY, DEFEND, AND HOLD THE INDEMNITEES HARMLESS FOR ANY AND ALL SUCH CLAIMS. IN NO EVENT SHALL RAILROAD BE RESPONSIBLE FOR THE ENVIRONMENTAL CONDITION OF THE PREMISES. (c) INDUSTRY FURTHER AGREES, AND SHALL CAUSE ITS CONTRACTOR TO AGREE REGARDLESS OF ANY NEGLIGENCE OR ALLEGED NEGLIGENCE OF ANY INDEMNITEE, TO INDEMNIFY, AND HOLD HARMLESS THE INDEMNITEES AGAINST AND ASSUME THE DEFENSE OF ANY LIABILITIES ASSERTED AGAINST OR SUFFERED BY ANY INDEMNITEE UNDER OR RELATED TO THE FEDERAL EMPLOYERS' LIABILITY ACT ("FELA") WHENEVER EMPLOYEES OF INDUSTRY OR ANY OF ITS AGENTS, INVITEES, CONTRACTORS CLAIM OR ALLEGE THAT THEY ARE EMPLOYEES OF ANY INDEMNITEE OR OTHERWISE. THIS INDEMNITY SHALL ALSO EXTEND, ON THE SAME BASIS, TO FELA CLAIMS BASED ON ACTUAL OR ALLEGED VIOLATIONS OF ANY FEDERAL, STATE OR LOCAL LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO THE SAFETY APPLIANCE ACT, THE BOILER INSPECTION ACT, THE OCCUPATIONAL HEALTH AND SAFETY ACT, THE RESOURCE- CONSERVATION AND RECOVERY ACT, AND ANY SIMILAR STATE OR FEDERAL STATUTE. (d) Upon written notice from Railroad, Industry agrees to assume the defense of any lawsuit or other proceeding brought against any Indemnitee by any entity, relating to any matter covered by this Lease for which Industry has an obligation to assume liability for and/or save and hold harmless any Indemnitee. Industry shall pay all costs incident to such defense, including, but not limited to, attorneys' fees, investigators' fees, litigation expenses, settlement payments, and 4 ID/GN — Lease of Land for Construction/Rehabilitation of Track amounts paid in satisfaction of judgments. (e) Notwithstanding the foregoing, Licensee, as a governmental entity of the State of Texas, may be subject to certain governmental limitations or immunities laws and nothing herein shall be construed to waive any such rights. PERSONAL PROPERTY WAIVER 15. ALL PERSONAL PROPERTY, INCLUDING, BUT NOT LIMITED TO, FIXTURES, EQUIPMENT, OR RELATED MATERIALS UPON THE PREMISES WILL BE AT THE RISK OF INDUSTRY ONLY, AND NO INDEMNITEE WILL BE LIABLE FOR ANY DAMAGE THERETO OR THEFT THEREOF, WHETHER OR NOT DUE 1N WHOLE OR IN PART TO THE NEGLIGENCE OF ANY INDEMNITEE. INSURANCE 16. (a) Lessee will obtain or will require its contractor or subcontractors to obtain and keep in force at all times during initial construction and any subsequent rehabilitation/maintenance track work, Railroad Protective Liability Insurance, providing for a limit of not less than $2,000,000 per occurrence, combined single limit for bodily injury, death and property damage, with an aggregate of $6,000,000, arising or growing out of operations of the contractor or subcontractor. The insurance policy or policies shall (a) be issued by a company or companies and in a form satisfactory to Lessor, (b) provide that Lessor shall be protected under liability insurance coverage, and (c) provide that Lessor be given not less than thirty (30) days advance written notice of any cancellation of said policy or policies. The contractor or subcontractor shall not use or do any work upon any portion of Lessor's property at any time such insurance is not in force. (b) All risk insurance on the property of the Lessee, or in Lessee's care, custody and control, shall contain a waiver of subrogation of claims against Lessor. Lessee shall maintain Workers Compensation insurance which shall contain a waiver of subrogation against Lessor. (c) All insurance shall be placed with insurance companies licensed to do business in the State in which the Premises are located, with a current Best's Insurance Guide Rating of A- and Class X, or better. (d) The furnishing of insurance required by this Section 16 shall in no way limit or diminish the liability or responsibility of Lessee as provided under any Section of this Lease. ENVIRONMENTAL 17. (a) Industry shall strictly comply with all federal, state and local environmental laws and regulations in its use of the Premises, including, but not limited to, the Resource Conservation and Recovery Act, as amended (RCRA), the Clean Water Act, the Oil Pollution Act, the Hazardous Materials Transportation Act, CERCLA (collectively referred to as the "Environmental Laws"). Industry shall not maintain a treatment, storage, transfer or disposal facility, or underground storage tank, as defined by Environmental Laws on the Premises. Industry shall not release or suffer the release of oil or hazardous substances, as defined by Environmental Laws on or about the Premises. (b) Industry shall give Railroad immediate notice to Railroad's Resource Operations Center at (800) 832-5452 of any release of hazardous substances on or from the Premises, violation of Environmental Laws, or inspection or inquiry by governmental authorities charged with enforcing Environmental Laws with respect to Industry's use of the Premises. Industry shall use the best efforts to promptly respond to any release on or from the Premises. Industry also 5 1D/GN — Lease of Land for Construction/Rehabilitation of Track shall give Railroad immediate notice of all measures undertaken on behalf of Industry to investigate, remediate, respond to or otherwise cure such release or violation. (c) In the event that Railroad has notice from Industry or otherwise of a release or violation of Environmental Laws on the Premises which occurred or may occur during the term of this Lease, Railroad may require Industry, at Industry's sole risk and expense, to take timely measures to investigate, remediate, respond to or otherwise cure such release or violation affecting the Premises or Railroad's right-of-way. (d) Industry shall promptly report to Railroad in writing any conditions or activities upon the Premises which create a risk of harm to persons, property or the environment and shall take whatever action is necessary to prevent injury to persons or property arising out of such conditions or activities; provided, however, that Industry's reporting to Railroad shall not relieve Industry of any obligation whatsoever imposed on it by this Lease. Industry shall promptly respond to Railroad's request for information regarding said conditions or activities. ALTERATIONS 18. Industry may not make any alterations of the Premises or permanently affix anything to the Premises or any buildings or other structures adjacent to the Premises without Railroad's prior written consent. NO WARRANTIES 19. RAILROAD'S DUTIES AND WARRANTIES ARE LIMITED TO THOSE EXPRESSLY STATED IN THIS LEASE AND SHALL NOT INCLUDE ANY IMPLIED DUTIES OR IMPLIED WARRANTIES, NOW OR IN THE FUTURE. NO REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE BY RAILROAD OTHER THAN THOSE CONTAINED IN THIS LEASE. INDUSTRY HEREBY WAIVES ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PREMISES WHICH MAY EXIST BY OPERATION OF LAW OR IN EQUITY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, HABITABILITY OR FITNESS FOR A PARTICULAR PURPOSE. QUIET ENJOYMENT 20. RAILROAD DOES NOT WARRANT ITS TITLE TO THE PROPERTY NOR UNDERTAKE TO DEFEND INDUSTRY IN THE PEACEABLE POSSESSION OR USE THEREOF. NO COVENANT OF QUIET ENJOYMENT IS MADE. DEFAULT 21. (a) If Industry creates or maintains any condition, including without limitation, any environmental condition, on or about the Premises, which in Railroad's sole judgment interferes with or endangers the operations of Railroad, or in case of any assignment or transfer of this Lease by operation of law, Railroad may, at its option, terminate this Lease by serving five (5) days' notice in writing upon Industry. (b) Except as otherwise set forth in subparagraph (a) above, if Industry defaults on any of the covenants or agreements of industry contained in this document, for a periodG` a ri `'y' (30) Clays following written notice of such default by Railroad, Railroad may, at its option, terminate this Lease on five (5) days' notice in writing to Industry. Any waiver by Railroad of any default or defaults shall not constitute a waiver of the right to terminate this Lease for any subsequent default or defaults, nor shall any such waiver in any way affect Railroad's ability to enforce any Section of this Lease. The remedy set forth in this 6 ID/GN - Lease of Land for Construction/Rehabilitation of Track LIENS Section 21 shall be in addition to, and not in limitation of, any other remedies that Railroad may have at law or in equity. 22. Industry shall promptly pay and discharge any and all liens arising out of any construction, alterations or repairs done, suffered or permitted to be done by Industry on Premises. Railroad is hereby authorized to post any notices or take any other action upon or with respect to Premises that is or may be permitted by law to prevent the attachment of any such liens to Premises; provided, however, that failure of Railroad to take any such action shall not relieve Industry of any obligation or liability under this Section 22 or any other Section of this Lease. TERMINATION 23. This Lease may be terminated by either party, at any time, by serving sixty (60) days' written notice of termination upon the other party. Upon expiration of the time specified in such notice, this Lease and all rights of Industry shall absolutely cease. 24. If Industry fails to surrender to Railroad the Premises, upon any termination of this Lease, all liabilities and obligations of Industry hereunder shall continue in effect until the Premises are surrendered. Termination shall not release Industry from any liability or obligation, whether of indemnity or otherwise, resulting from any events happening prior to the date of termination. ASSIGNMENT/ SUBLETTING 25. Neither Industry, nor the heirs, legal representatives, successors or assigns of Industry, nor any subsequent assignee, shall sublease the Premises nor assign or transfer this Lease or any interest herein, without the prior written consent and approval of Railroad, which may be withheld in Railroad's sole discretion. NOTICES 26. Any notice to be given by either party shall be deemed to be properly served if deposited with the United States Postal Service, or other acceptable mailing service, postage prepaid, addressed to either party, at the addresses and department shown beneath signature of the parties. SURVIVAL 27. Neither termination nor expiration will release either party from any liability or obligation under this Lease, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or expiration, or, if later, the date when the right-of- way is restored to its condition as of the Effective Date. RECORDATION 28. It is understood and agreed that this Lease shall not be placed on public record, except to the extent required by the Texas Public Information Act. APPLICABLE LAW 29. All questions concerning the interpretation or application of provisions of this Lease shall be decided according to the laws of the State of Texas. SEVERABILITY 7 ID/GN - Lease of Land for Construction/Rehabilitation of Track 30. To the maximum extent possible, each provision of this Lease shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Lease shall be prohibited by, or held to be invalid under, applicable law, such provision shall be ineffective solely to the extent of such prohibition or invalidity, and this shall not invalidate the remainder of such provision or any other provision of this Lease. INTEGRATION 31. This Lease is the full and complete agreement between Railroad and Industry with respect to all matters relating to lease of the Premises, and supersedes any and all other agreements between the parties hereto relating to lease of the Premises. MISCELLANEOUS 32. In the event that the Industry consists of two of more parties, all covenants and agreements of Industry herein contained shall be the joint and several covenants and agreements of such parties. 33. The waiver by Railroad of the breach of any provision herein by Industry shall in no way impair the right of Railroad to enforce that provision for any subsequent breach thereof. IN WITNESS WHEREOF, this Lease has been duly executed, in duplicate, by the parties hereto as of the day and year first above written. THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY c/o Staubach Global Services 5650 N. Riverside Dr., Ste. 101 Fort Worth, Texas 76137-2464 LIM M. E. Devine Director Economic Development CITY OF LUBBOCK 5401 N. Martin Luther King Blvd. - Lubbock, Texas 79401 IA Title: 8 ID/GN — Lease of Land for Construction/Rehabilitation of Track 111 t. ATTEST: Rebecca Garza, City Secretary APPROVED AS TO CONTENT: David Jones, D uty-Planning & Development Lubbock International Airport APPROVED AS TO FORM: Linda L. Chamales, Supervising Attorney 9 ID. GN -Lease of Land for Construction/Rehabilitation of Track n O Z C- m Z D � Z7 r O C � W CA r O C C7 CA 77% C) O C) 7K 109+10 E.T. 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