2006-357
ORDINANCE NO, 2006- 35?
AN ORDINANCE OF THE DENTON CITY COUNCIL APPROVING AND
AUTHORIZING THE MAYOR TO EXECUTE A FIRST AMENDED MASTER LEASE
AGREEMENT PROVIDING FOR THE LEASE OF TWO ADDITIONAL TRACTS OF
REAL PROPERTY LOCATED AT THE CITY OF DENTON LANDFILL, BY AND
BETWEEN THE CITY OF DENTON, TEXAS, AS LESSOR AND THE DENTON COUNTY
TRANSPORTATION AUTHORITY, AS LESSEE; AUTHORIZING THE EXPENDITURE
OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DA TE,
WHEREAS, the City of Denton, Texas (the "City") and the Denton County
Transportation Authority ("DCTA") having previously entered into a Master Lease Agreement
(the "Lease") on September 30, 2005; approved by the City Council, wherein the City of
Denton, as Lessor, leased certain real property located within the City of Denton Landfill,
being three tracts of land in the G, Walker Survey, Abstract Number 1330, in the City of
Denton, Denton County, Texas, totaling approximately 1,148 acres, together with access rights
and certain leased facilities pertaining thereto, to DCT A, as Lessee, providing an opportunity
for DCT A to conduct its operations from a location within the City of Denton, Texas; and
WHEREAS, DCT A has requested that the City amend the Lease to include two
additional tracts of real property for purposes of additional parking and for the construction of a
maintenance building, The parties have negotiated a First Amended Master Lease Amendment
(the "Amended Lease") concerning the City of Denton leasing to DCT A two additional tracts
of land located within the City of Denton Landfill, located in the G, Walker Survey, Abstract
Number 1330, in the City of Denton, Denton County, Texas, which additional tracts consist of
approximately 1,711 acres, together with access rights and certain leased facilities pertaining
thereto; and
WHEREAS, the City and DCT A have negotiated a First Amended Master Lease
Agreement, and now seek the approval of same by their respective governing bodies; and
WHEREAS, the City Council deems it to be advantageous and in the public interest to
enter into that certain First Amended Master Lease Agreement with DCT A, as lessee, NOW,
THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION I The City Council hereby approves and authorizes the Mayor, or in his
absence, the Mayor Pro Tem, to execute the First Amended Master Lease Agreement by and
between the City of Denton, Texas, as Lessor and Denton County Transportation Authority, as
Lessee, in substantially the form of the First Amended Master Lease Agreement attached hereto
as "Exhibit "A" and incorporated herewith by reference,
SECTION 2, The expenditure of funds, as provided in the First Amended Master
Lease Agreement is hereby authorized,
1
SECTION 3, A true and correct certified copy of this executed ordinance will be sent
to the appropriate officials at the Federal Transit Administration by Mark Nelson, Director of
Airport & Transit Operations of the City, immediately upon its passage and approval.
SECTION 4, This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the /CJ-f'hdayof J)p(lpmJj0r
,2006,
~~M~::f1~R
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By: 1m i!t(jUut/J~!7?// I2&t
APPROVED AS TO LEGAL FORM:
EDWIN M, SNYDER, CITY ATTORNEY
BY~~
S:\Our Documents\Ordinances\06\First Amended Master Lease Agreement-COD and DCTA 2006.doc
2
THE STATE OF TEXAS ~
~
COUNTY OF DENTON ~
FIRST AMENDMENT
TO
MASTER LEASE AGREEMENT
THIS FIRST AMENDMENT TO THE MASTER LEASE AGREEMENT (this "Agreement") is
made and entered on the last date of execution, but effective as of December 12,2006, by and between
THE CITY OF DENTON, TEXAS ("Lessor"), being a Texas municipal corporation and a home-rule
city, and the DENTON COUNTY TRANSPORTATION AUTHORITY ("Lessee"), being a political
subdivision and a coordinated county transportation authority created pursuant to Chapter 460, Texas
Transportation Code.
WHEREAS, Lessor and Lessee are the parties to that certain Master Lease Agreement dated
September 30, 2005 ("Master Lease") pertaining to certain leased premises, known as Tracts I, II,
and III, consisting of 1.148 acres of land, more or less, such real property being more particularly
described by metes and bounds in the Master Lease (the "Leased Premises"). The Leased Premises are
located in the City of Denton Landfill, City of Denton, Denton County, Texas.
WHEREAS, Lessor and Lessee desire to amend the Master Lease to add two (2) additional
tracts of real property which will consist of a second bus and employee parking area and a temporary
maintenance facility for Lessee, consisting of I. 71 acres ofland, more or less, being Tracts IV and V,
including an additional 35' by 255' tract of land abutting Tract V, such real property being more
particularly described by metes and bounds in this Agreement; said premises are located in the City of
Denton Landfill, City of Denton, Denton County, Texas; together with such other amendments to the
Master Lease as are set forth more particularly below.
NOW, THEREFORE, for and in consideration of the matters set forth herein, and the mutual
promises of the Lessor and Lessee, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Lessor and the Lessee do hereby agree as follows:
1. Effective as of December 12,2006, the Master Lease is hereby amended as follows:
(a) Article 1, Lease Premises, is amended to add the two (2) following tracts of land:
(i)
that certain 0.462 acre tract of land which is legally described in Exhibit "E"
attached hereto and incorporated herein by reference for all purposes, and the
improvements thereon (being "Tract IV"), and also referred to herein as
"Maintenance Area No.2"; upon which Lessee will construct a metal
maintenance facility; all at Lessee's cost and expense; and
(ii)
that certain 1.044 acre tract of land which is legally described on Exhibit "F"
attached hereto and incorporated herein by reference for all purposes
("Tract V"); together with and also including a certain 35-foot by 255-foot strip
of land being immediately contiguous and adjacent to the south of Tract V,
Page 1
9RAGREI0782
consisting of8,925 square feet or 0.205 acres ofland, more particularly depicted
in Exhibit "G" attached hereto and incorporated herein for all purposes, said
Tract V totaling approximately 1.249 acres of land and the improvements
thereon (also referred to herein as "DCTA Parking Area No.2").
(b) Article 3, Rent, Sections 3.1, 3.2 and 3.5 are amended to read as follows:
"Section 3.1 Rental in Initial Term. On or before the first day of each month during the
Initial Term, effective as of December 12,2006, Lessee shall pay to Lessor rent in the
sum ofTen Thousand Six Hundred Seven and Noll 00 Dollars ($10,607.00) per month."
"Section 3.2, Rental in Extension Terms. If Lessee exercises its right to extend the
Initial Term ofthis Lease in accordance with Section 2.2 herein, beginning on or before
the first day ofthe applicable Extension Period, which shall be December 12,2008 and
December 12, 2009 respectively, Lessee shall pay to Lessor the sum of Six Thousand
Four Hundred and Eighty-Nine Dollars ($6,489.00) per month."
"Section 3.4 Holding Over. The Term of this Lease (including the Initial Term and
each Extension Term if exercised as provided herein) shall expire no later than
September 30, 2010. However, if Lessee does not vacate the Premises upon the
expiration of the Term, the Lessee's occupancy of the Premises shall be a month-to-
month tenancy, subject to all terms of the Lease applicable to a month-to-month tenancy,
except the monthly rental during such tenancy shall be Ten Thousand Nine Hundred
Fifty Dollars ($10,950.00) per month, on a month to month lease, plus any additional
sums agreed to in writing by the Parties hereto between the effective date of this
Agreement and the expiration of the Lease Term, and shall be due and payable
beginning on December 12,2010 and shall be due and payable thereafter on the first day
of each month until such tenancy terminates; however; if such tenancy ends on a day
other than the last calendar day of the month, the rental for any fractional calendar
month of the tenancy shall be prorated by days."
( c) Article 5, Use and Enjoyment Section 5.1 Permitted Use, Subsection (c) is amended to
read as follows:
"Lessor further covenants and warrants that there are no restrictive covenants, zoning
ordinances or other laws, regulations or ordinances (federal, state, or local) which will at
any time prevent Lessee, or its officers, employees, customers, invitees, contractors,
guests, or agents, from conducting full and complete DCT A Bus Operations on the
Premises, including, without limitation, parking, operating, maintaining, repairing,
servicing and administering DCT A Buses andlor other DCT A owned, leased or rented
vehicles. If at any time during the term of this Lease, the Use of the Premises for the
described purposes, including the Use of the Bus Parking Area for vehicular driving or
parking, should ever be prohibited or prevented by any restriction, ordinance, law,
regulation, decision, or otherwise, Lessee shall have the right at any time thereafter to
terminate this Lease by giving thirty (30) days written notice to Lessor in accordance
with Article 13 below, whereupon Lessee shall be immediately released from any further
Page 2
98AGRE10782
obligations of any kind which would otherwise accrue hereunder upon Lessee except as
provided in Section 3.5 hereof."
(d) Article 5, Use and Enjoyment, Section 5.1 is hereby amended to add the following
subsections 5.I(d) and 5.I(e):
"(d) Tract IV, including the metal maintenance building to be constructed thereon, shall
be utilized by Lessee for the maintenance and repair of any vehicle or bus that Lessee
may own, lease, rent or use, now or in the future, including, without limitation, all
necessary building sites, building pads, structures, lighting, such utility connections as
are obtained by Lessee (including, but not limited to water, sewer, gas, electric,
telephone, cable, fiber optic or other communications access or connection) being
collectively referred to as "Maintenance Area No.2." All utilities connections are to
be requested by and put in the name of Lessee, and all associated costs and rates are to
be paid directly by Lessee."
"(e) Tract V, including the Bus Parking Area and Employee Parking Area thereon shall
be utilized for parking and storage of Buses and Lessee employee vehicles whether these
buses or vehicles are owned, leased, or rented by Lessee, its employees or agents,
collectively referred to as the "DCT A Parking Area No.2." Lessee shall park its
appropriate vehicles and employee vehicles so that Lessor's Solid Waste Department
employees have sufficient parking for their personal vehicles in the parking lot that is
situated immediately East of the Solid Waste Administration and Operations Building."
(e) Article 6, Maintenance, is hereby amended to read "Article 6 Maintenance and
Improvements" and a new Section 6.4, 6.5 and 6.6 is hereby added, to read as follows:
"Section 6.4 Improvements to Tract IV. Lessor shall prepare the area within Tract IV
for Lessee to construct a metal maintenance building. This site work preparation shall
include, but not be limited to: clearing, initial grading, and pad stabilization; the
addition of a 3/4" layer of compacted limestone rock for the twenty (20) foot wide
driveway and exit from the east side ofthe maintenance building, curving around to the
general vicinity of the northeast corner ofthe existing maintenance building's perimeter
apron; Lessor shall also place compacted rock in an area approximately sixty (60) feet
by fifty (50) feet, located east of the existing maintenance building and south of the
newly constructed metal maintenance building. Lessor shall commence work on the
site work improvements upon approval of this First Amended Agreement by the
governing bodies of Lessor and Lessee, and upon receipt from Lessee of the additional
sum of$3,500.00 for the site work improvements."
"Section 6.5 Improvements to Tract V. Lessor shall provide parking lot and ancillary
improvements to the DCTA Parking Area No.2. Lessor shall also perform additional
site work and construct certain improvements on the Premises necessary for Lessee to
enter upon and to utilize Tract V as the DCTA Parking Area No.2. The parking lot
improvements, site work improvements and other ancillary improvements are:
installation of an 18-inch diameter culvert and parking lot egress pathway to the existing
Page 3
98AGREI0782
road on the eastern border of the proposed OCT A Parking Area No.2; and construction
of a six (6) foot wide pedestrian gravel pathway that is wide enough to accommodate
the use of a golf cart, and containing an appropriately sized drainage culvert in the storm
water drainage ditch, with the location of same to be between the OCT A Parking Area
No.2 and the temporary office building (the Bus Administration Office.) Lessor shall
commence work on the site work improvements upon approval of this First Amendment
Agreement by the governing bodies of Lessor and Lessee, and upon the receipt of the
sum of$35,143 for the site work improvements from Lessee.
Lessor and Lessee have also agreed that Lessor shall direct Denton Municipal Electric to
connect to an existing metered power line and extend power to provide two (2) pole-
mounted 500 Watt street lights along the north side of OCT A Parking Area No.2, which
are a direct benefit to Lessee. Lessor shall commence this work when the Lessee's and
Lessor's Board of Directors approves this Agreement and when Lessee makes payment
to Lessor of an additional tenant improvement expense in the amount of $1 ,077 for the
cost of the two street lights and the labor performed by Lessor in installing said street
lights. Lessor and Lessee agree that for the provision of monthly lighting services,
presently in the sum of $71.60 plus any additional changes made by the Lessor in the
Electric Base Rate and/or Energy Cost Adjustment, will be contracted with and paid
directly to Denton Municipal Electric (DME) by Lessee.
Lessor and Lessee agree that, pursuant to Sections 6.4 and 6.5, there are three elements
of work for which Lessee will be billed $3,500, $35,143, and $1,077, accordingly
(totaling $39,720), which will be payable by Lessee to Lessor prior to the
commencement of the work."
"Section 6.6 Maintenance of Rock Surface Areas. Upon Lessee's written request to
Lessor to perform repairs or maintenance work or upon Lessee's other requirements to
the rock surface areas within the OCT A Leased Premises, Lessor shall inspect the
identified areas and prepare a written cost estimate to repair or maintain the areas and
shall deliver same to Lessee for review and determination. Lessor shall use an initial rate
of $85.75 per hour for motorized grader equipment in calculating their cost estimate.
The written cost estimate shall be sent electronically to Lessee's Contract Administrator
and authorization to proceed with the work shall be deemed approved if Lessor receives
no electronic or written denial within 72 hours of the issuance of electronic cost
estimate."
(f) Article 8, Premises Return, is amended to read as follows:
"Section 8.1 Premises Return. Lessee agrees to return the Premises at the conclusion
of the Lease Term, or upon earlier termination, in a condition reasonably similar to that
in which Lessee received said Premises, save and except for ordinary wear and tear.
Provided, however, upon expiration of the Lease Term, or upon earlier termination,
Lessee shall transfer the temporary maintenance buildings, including all permanent
fixtures and subsystems contained therein to Lessor. All portable equipment and non-
fixtures, including but not limited to: bus maintenance equipment, air compressors,
Page 4
98AGRElO782
hoses, hose reels, lifts, jacks and tire changing equipment shall be removed from the
Premises by Lessee within thirty (30) days oflease termination."
(g) Article 10, Right of Access, Section 1 0.1 is hereby amended to include the following:
"That Foster Road, which is referred to in Article 10 of the Master Lease, respecting the
right of access, has been relocated in the period of time since the execution of the Master
Lease. The right of access shall instead be from the landfill entrance road."
(h) Article 13, Notice, Section 13.1 is amended to include the following:
"Notice to Lessee shall include a copy to:
Nichols, Jackson, Dillard, Hager & Smith, L.L.P.
Attn: Peter G. Smith
500 North Akard, Suite 1800
Dallas, Texas 75201
Phone: (214) 965-9900
Fax: (214) 965-0010"
(i) Article 14 Waiver Section 14.1 is amended to read as follows:
"Section 14.1 Waiver. No failure by either party to this Lease to enforce any term of
this Lease shall be deemed to be a waiver."
2. Except as amended by this Agreement, the terms and provisions of the Master Lease
shall remain unchanged and shall remain in full force and effect.
3. This Agreement may be executed by facsimile signatures and in several counterparts, and
by the parties hereto in separate counterparts, and each counterpart, when so executed and delivered,
shall constitute an original agreement, and all such separate counterparts shall constitute but one and
the same agreement.
4. In the event of any inconsistency between this Agreement and the terms of the Master
Lease, this Agreement shall govern.
5. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their
representatives, successors and assigns.
6. This Agreement embodies the entire agreement and understanding between the parties
with respect to the matters specifically addressed herein and supersedes all prior agreements, consents
and understandings with respect to such subject matter.
IN WITNESS WHEREOF, this Agreement is executed on the date(s) indicated below and
effective as of December 12, 2006.
Page 5
98AGRE I 0782
APPROVED AS TO LEGAL FORM:
ATTEST:
APPROVED AS TO LEGAL FORM:
9
Edwin M. Snyder, ity Attorney
Page 6
EXECUTED on O'-<-e .~ Lv- L,2006.
LESSEE
Denton County Transportation Authority
By:Q9~
~O. Hedrick, President
EXECUTED on December i!L, 2006.
LESSOR
Perr
98AGREI0782
E-
F-
G-
Page 7
EXffiBIT LIST:
Tract 4 Maintenance Area No.2, .462 of an acre
Tract 5 Bus and Employee Parking Area No.2, 1.044 acres of land
Tract 5 Drawing of entire Bus and Employee Parking Area No.2, 1.249
acres ofland
98AGREI0782
Exhibit "E"
Legal Description of Tract IV
98AGREI0782
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Coleman & Assoc. Land Surveying
P.O. Box 686
Dt:lltOlt. Tecu 76202
PhOll~ (!l.K)lS65+8215.Fa (94O}Sr.s.!JIJOO
Tr:Il::t FOlll- MaintemJx:e Area 2
0.462 ofanllCfC of land
FIELD NOTES to till of tbzt cerbin tta<:1 of Innd mualed in the G. Walker Swvey Abstract Number 1330.
City ofDtnlon. Denton CQunty, Texas:wd beillg a pari of the caUcd 1.9355 ac:rt' trlll:tdescribed in the deed
to City of Demon recorded in Volume tin, Page 199 oftlu:: Da:d Rtttrn:b of Denton Connty, Texas, p;ut
of1.ot I, Block I, I'eun Creek Warer Waste Recb.matiun Plmu AdditiOll u shown by the Plat themlC
lCctItdcd in Cabinet H. PI1t;:c ZCW orlbe PlatReeords oflXnton County, Teus and part ofthc rcmrinclcrof
lhcetlUed 114.7 IIC1C Tnt<::tOnc dc$rn1JCd ill !be deed to the City ofDentonreeordcd in Volume un,raSC
166 of the so.id Real Property Records; 1he subject Tn\ct bcing mtlfe pa.rticalarly described as foUows
(Beari::eg basis is Te:w Coordinottc System of 1983, North CentnIl Zo.o!l-4202 bta.sed on GPS ties to City of
Dcnt:on LaDdfilI Grodetic Colltrol);
BEGINNING for the Nonhwesl comer of thu tmct beint d~ribed haciD ala 112 inch iron rod with a
yelklw plastic QJl stamped "COLEMA..'1 RPLS 4001" found /II the Northeast comer of a called 0.428 acre
MsintttllU'lC(l Area Tract Three and being: South sa Dcgttet 09 MinuteI 42 Seconds: East 11 dist&occ of
755.1 fect m:d North 01 Degrees 35 Mlnutell6 Seconds But a disrm:e of 49.3 feet from /I III inch iron
rod wil)u yellow pl:ulie C4p wrmped "COLEMAN RPLS 4001" found at IIlI angle point in !he North line
of !be City of Denton Landli.D Pe:nnit Bounchuy.
TIlENCE South 88 De~ 34 Minutes 34 Seconds East along th~ North edge of a concn:tc puking lot
W'os$ Lot I, Block t a disat= of 146.0 feet to a 1/2 inch iron rod ",jth a yellow pwtic cap st3mpt:d
"COLEMAN RPLS 4001" set (herein after refcm<l to lIS In~IRS) for the Northcm comer of the bueira
ducribed trllcl;
TIlHNCE South 01 DcjUU$ 13 Minutes 19 Sec0nd3 West auoss Lot 1, Block 1 passing at,ll distaDee of
S 1.2 feet the North line of the City of Ik.ntou Landfilll'ennit Bwod:uy and continuing across the aid
114.7 aae b:11Ct, in all, It total distance of 103.0 feet ttl a 1/rms for the SoutbeUt eOltlCT of the herein
described trne!;
TIliINCB Soul.h 65 Degr<<s 28 Minutes 53 Seconds Wm aCtOM the 114.1 acre b:tlcla dUtanee of 13!>Jl
feet to II mil m at the edge of 11 coneretc puking lot;
THENCE North 83 Degrees 40 Minutc3 36 Second! Wt$lllkmg the e~ of the said paning lot lIem" the
1 14.7 aere tract a distance of20.0 feet to a 1/2:inch. imrIrod (ouodllt1ht:l Sautbeast cnmer of the said 0..428
acre Mainten:mce Area Tract 1bree;
TIiENCE North 01 Degrees 12 Minutes 29 Seconds: Eut with the East liM oftbe 0.428 acre Maiotenante
Area TrnctThree pawg at a dista:ncc of 1 14.0 !:c:t th, North. orlbe City ofDenam l.andfill Pmni1
Boundary and. eontinuiDg, in all, a total dUtan:e~Of l~f, to !be PLAI;:E OF BEGINNING I.tld
enclosing 0.462 of an atro oflmd. .....,~~'"
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Exhibit "F"
Legal Description of Tract V
98AGREI0782
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Coleman & Assoc. Land Surveying
P,O. Box 686
D~utt:rn. Ta.u 7t;2Q2
Phone {94O):'i65-8215 Fu (940)565-9800
Troct Fjve - Purking Area
1.044 acres of land
FIELD NarES to all oftlul ccm.in trnct ofland situated in the O. WIlIk:~ SllI'Vt:y Abunet Number 1330,
C1ty of Denton, Drntou County Texas and being a pan oflhe ea1led$,Ol) acre Tract 1 de!eribed in the deed
to the City ofDcntWl rectlIded under Clerk', File NIllIIbtr 93.R0066773 of the Real Property Reconb. of
Denlon County, TCXJ1$ and pm of lhe called 5.001 liens tract dcmi'bed in the dmJ to the City of Denton
recorded under Clerks File Number 93-R0074108 of the laid Real Propeny Reoord!l; the Illbjeet Tmct
being more paniculady described as follows (Bearings basis is TCllllS Coordinate System of 19&3. NOrth
Central ZonM202 based 011 GPS tics to City of Denton Landfill Geodetic Control);
BEGINNING I! the Nottbeu:t corner of the tl:actbeing descnOedhe:rem ala 1/2 inch iron rod with a ycltow
plastic ~p stlI~d "Coleman RPLS 4001" 3Ct (herdD aficr refcned to /1$ l/2lRS) and being North 8S
Degrees 17 Mi:n1tes 16 Seeoncb West a distance 0[618.0 feet. South 01 Ocgr<<s 14 Minutes 09 Seconds
Wat a distance of270.6 feet lrnm It 1/2 inch iron rod with a ye]ow plastic ap s.wnped "Colcm:m RPLS
4001" found lit aD angk point in the North line of the City ofDcnton Ltlodfill Pennie Boundary;
THENCE Soutb 01 Dcgret3 14 Mimltes.()9 Seconds WestltCroSS the 5.00 Ilcre')'rntt J adistancc otl64.9
fedto II 1/21RS tor tbeSoutbcasttomcrofthc herein ~bed tract;
THENCE North 88 Degrees 41 Minutes 17 Setonds West aen>>stbc 5.00 acre Tract 1 passing Ibe West
line Ihcreof lnd!be East line of the uid S.O(l} acro traet and condnuing along the WIle cnurse. in all, II. total
dis1:mce of276.0 feet to a I/rms for the Southwest comer ottbe hereill described tnlct;
TIIE.'{CE North 01 Degrees 15 Minutes 16 Seconds EastilGtO$.s the 5.001 acre tnlct II distance ofl64.9 feet
ro II 112"ms Cor the Northv.-eslcnmer of (be beKin dem1'bedlnlct;
'nIENCE South 88 De~s 47 Mim1~ 17 Secunds East across lhe 5.001 Itnl tract pllMing the East line
thereof and the We.,t line of the 5,00 llCIe'rucl 1 and ~ along, the Imne course, In an. a total
distance 0[275.9 fret to PLACE OF UEGI!\"N.lNG andeaclosing 1,004 acrtS ofbnd.
Exhibit "G"
Legal Description of Strip of Land Contiguous to Tract V
98AGREI0782
OCTA Bus And Employee Parking Area No.2
Landfill Road
Draina ge
255'
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Landfill Road
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Landfill Road