Successful Nonprofits: The Nonprofit Guide to Real Estate

Ensuring Your Real Estate Serves Your Mission

Your Nonprofit Guide to Buying, Renting & Moving with Paul Wolf

Ensuring Your Real Estate Serves Your Mission

Your Nonprofit Guide to Buying, Renting & Moving with Paul Wolf

by goldenburggroup

COVID, like all crises, has affected the nonprofit real estate market. Some organizations are worried about making rent or mortgage payments. While others are looking to take advantage of new real estate opportunities. Master of nonprofit real estate, Paul Wolf, joins us today to share his experience and wisdom. Regardless of your organization’s current real estate situation, Paul has recommendations for you!

Listen to the Episode Here!

Links

Denham Wolf Real Estate Services: Website

Rooftops Registration

Successful Nonprofits: Tactical Planning Page

Timestamps

(3:37) A case study of the New York City Opera

(9:01) A time-line for your next move

(11:39) Renegotiating with your landlord

(18:06) Opportunities to look out for

(20:09) The importance of planning and long-term strategizing

Transcript

Dolph Goldenburg (00:00):

Welcome to the Successful Nonprofits® Podcast. I’m your host, Dolph Goldenburg. Looking back at the 2008 to 2010 recession, we know that most nonprofits fared reasonably well in the first year. The second year of the recession, however, charities really felt the pinch when additional rounds of government stimulus didn’t come through. And also when long-term, unemployed donors found themselves no longer able to give. In order to survive in that recession, many organizations found themselves having to take a good, hard, long look at their real estate. They had to find ways to reduce some of their expenses. And for most organizations, occupancy, and that’s rent or mortgage, utilities, maintenance, et cetera, is often the second highest line item in the budget. For some organizations that are really facility heavy, it is the highest line item in the budget.

Dolph Goldenburg (01:02):

Today, we are joined by Paul Wolf, an established leader in the field of real estate with more than 30 years of development, brokerage and nonprofit consulting experience. He co-founded Denham Wolf Real Estate Services in 1998, which takes a mission first approach to real estate. And let me share with you, listeners, they do this by helping nonprofits buy and sell real estate as well as plan for and implement real estate development projects. I know I started this off saying a lot of organizations are trying to find ways that they can cut expenses. But there are a few organizations, maybe 10 to 20%, out there that are not going to feel this pinch in the second year of the recession. And for those organizations, there will undoubtedly be some real estate deals. This is true whether you want to lock in a great rental rate or if you’re interested in finally buying that permanent home for your organization.

Dolph Goldenburg (02:03):

And Paul believes that as you’re thinking about real estate deals, whether that’s upsizing or downsizing, our real estate, as nonprofits, must work for us and our missions. He also advocates that every transaction support the organization’s short and long-term goals. You might be thinking, Dolph these are all lovely ideas, but how do I go about doing this during a crisis? Maybe that crisis is COVID. Maybe it’s a loss of funding that makes it more difficult for you to pay rent, much less move. Maybe it’s a landlord telling you that you have two months left to move. And maybe it’s all of these things at one time; the perfect trifecta. So today, Paul is going to help us figure out how to mitigate real estate expenses during crisis, take advantage of real estate deals and make the best decisions for our organization. Hey, Paul, welcome to the podcast.

Paul Wolf (03:00):

Thank you very much, Dolph, it’s nice to be here.

Dolph Goldenburg (03:02):

I am so thrilled you’re here. And I also just have to share with listeners that this is the first podcast recording session of the day. We often record six episodes in just one day. Paul’s is the very first of the day and we had some technical issues which delayed us by about 25 minutes. And Paul, I can always tell the true soul of a guest when we have technical issues. Some people flip out and they get angry or anxious. Paul, you rolled with it. You are exactly the person that we want in a crisis. And speaking of crisis, I understand that a while back there was an organization that had a crisis in terms of having to move in less than 90 days.

Paul Wolf (03:48):

Yes, this is true. This is a while ago. It was actually New York City Opera who had been in Lincoln Center for about 35 years. And they were essentially given 89 days to vacate. And that was everything. That was 35 years’ worth of shoes and wigs and costumes and all their offices. It was quite a challenge.

Dolph Goldenburg (04:12):

Can you share a little bit about why they only had 89 days? That’s less than three months!

Paul Wolf (04:17):

I believe there was some issue with the landlord and there were some internal questions at the time. But they basically were given 89 days. They had to get out by the end of the year. And I have to say that that rush really motivated them to be extremely careful and diligent about their decision making process, their governance and what was really a priority for them.

Dolph Goldenburg (04:45):

What were some of the things they went through as part of that decision making process?

Paul Wolf (04:49):

I think the hardest thing they had to do was get the board and management to agree that we didn’t have time for a standard review and approval process. So we took them through a very brief process to establish the non-negotiables in this relocation and move. We told them to write those things on the top of every piece of paper so that every decision that comes up could be compared against those objectives, those non negotiables. That way they governed everything we did moving forward. And it meant that a lot of people had to give up some level of control and trust that the point person was going to represent those non negotiables well and press us through the process now. Which we were able to do. And, literally, we moved in on the 89th day.

Dolph Goldenburg (05:34):

Wow. I know sometimes New York real estate is at a peak and sometimes it’s at a lower level. Was this at a point when New York real estate was at its peak or was it a little bit lower?

Paul Wolf (05:46):

No, this was a time when it was more of an average time. We did have some options, but very few landlords were willing to work with us that quickly. Mostly because we also had to do a fair bit of work and the offices had to be able to accommodate at least one grand piano, which is not an easy thing in a New York office.

Dolph Goldenburg (06:10):

I’ve done a little bit of work in New York. And I’ve worked with organizations that have had to move, not representing them around real estate, but in other matters. And I will say it is really impressive to find any office space that’s not a gazillion dollars a year that will accommodate a grand piano.

Paul Wolf (06:25):

Yeah. And I have to say the landlords actually were very helpful. But only because we were very clear upfront saying, “These are the parameters and please don’t waste our time. If this is not something you can do, then don’t talk to us.” But, frankly, the organization itself behaved extremely well because they were rigorous in how they managed the whole preparation, the move, the packing. We essentially had to hire the movers the second day on the job in preparation because they had so many things to move. But it really was that streamlined process, that unanimity of focus, that really was able to bring everybody together to move quickly.

Dolph Goldenburg (07:09):

Just to be clear, you were hiring movers the second day on the job before you even had an idea where the opera was moving to.

Paul Wolf (07:18):

Yes. And that’s largely because they had so much stuff and it wasn’t all going to the office; some of it had to go off-site. But everything had to be out in 89 days. So we had to figure out the people, the furniture and then a lot of 35 years’ worth of stuff that supported the Opera.

Dolph Goldenburg (07:35):

Wow. What were some of the other hurdles that you encountered? Obviously it’s difficult to get landlords’ brokers to respond in New York. And New York, even at average times, it’s often difficult to find a place that’s appropriate and meets all of your criteria. What were some of the other big hurdles that you all face?

Paul Wolf (07:52):

I would say the biggest issue was financial because some landlords saw this as an opportunity to take advantage of the organization. They said, “Sure, we can move quickly, but it’s going to cost you.” And we had to be attentive to the dollars, but that couldn’t be the only thing guiding our decision making process. It was not just about affordability. It had to be affordable, long-term sustainable and it also had to meet these other criteria like accommodating a grand piano and adequate sound attenuation to minimize any sound transfer between offices. We also had work to do in the office, so the landlord had to have the capacity to move fairly quickly. Frankly, in those situations where there is pressure, inevitably the biggest challenge is internal. And we were able to streamline the internal issues upfront to minimize those consequences. It didn’t mean that we didn’t have some bumps along the way. We narrowed down the choice to a couple of different spaces. There wasn’t immediate agreement from all parties involved as to which was the right space. But managing the internal process upfront and establishing those initial conditions for how to move forward was critical.

Dolph Goldenburg (09:01):

Obviously 90 days is a really short period of time. How much time should an organization preparing for a more typical move give themselves in terms of starting the process?

Paul Wolf (09:15):

As with so many things in real estate, it depends. It depends on if it is just an office space or if it is what we would call venue dependent, like a performing arts organization or a healthcare organization or an educational organization. Those are very different. For a straight up office space where you have a fairly generic requirement and you can move into an existing space, it’s probably just four to six months. If you’re doing a whole new fit out from scratch, it could easily be 9 to 12 months. If you have a very unique requirement, like high ceilings and wide columns, which will make it very difficult to find, the search itself could take 6 to 12 months. And that’s before the design and construction even begins. Sorry, I don’t know how helpful that is to say such a wide range, but it really is very dependent on the organization itself and what matters most to them.

Dolph Goldenburg (10:08):

That’s incredibly helpful. So it sounds like if your organization is thinking it may have a move sometime in the next 18 months to 2 years, it should go ahead and have a conversation with a broker and just get a sense, based on its needs and its desires, how far in advance it should be planning.

Paul Wolf (10:25):

Definitely. We’re huge believers in planning. It underpins everything we do at Denham Wolf. The planning is the most important thing, first to establish those initial conditions. Sometimes the best planning is with a broker. Sometimes it’s with a project manager. We also do project management to help organizations plan for the physical aspects of their real estate. Sometimes you bring in an architect. For example, if you’re a performing arts organization and need superior acoustics, understanding upfront what those drivers are becomes critical. We built an opera center a number of years ago. And for an acoustically superior space, they required a 22 foot ceiling. That doesn’t exist in New York, certainly not affordably for a nonprofit. So we had to find a building that would let us remove the space between two floors to create a double height space. Which is achievable with enough notice. It took us a very long time to find a willing landlord and then took a long time to actually cut out the floor and then build the space. But with adequate notice, you can accomplish that and many other creative solutions.

Dolph Goldenburg (11:39):

Now, I know a lot of our listeners are in their car or out jogging. And they’re wondering a few things. The first they’re wondering: is this a time while we’re at the precipice of a recession that they can be asking for concessions from their landlord?

Paul Wolf (11:56):

I mean, it is the question and my phone rings all the time with that question. Again, it does depend a bit. And different landlords have different capacity to accommodate a request. We’re seeing a lot of people requesting assistance in getting a rent deferral, so you can reduce your rent for the next three months but then pay it back over the following 12. Very rare is somebody getting a rent abatement with a true reduction in rent. But if you approach your landlord as somebody who you’re trying to partner with to figure this out together, we are seeing quite a lot of landlords be accommodating.

Paul Wolf (12:31):

The challenge is when you have a fairly new owner of a property, somebody who purchased a building within the past 5 to 10 years. They purchased it predicated on an increase in rent. And they’re going to have a harder time accommodating any kind of reduction than a landlord who has owned a building for a long time. If they have a low basis in the building, once they’ve purchased it 20 or more years ago, they’re often more able to meet the market and be accommodating. And we’re seeing that in New York where some of the older owners can be more helpful. But I would definitely say the first call should be to your landlord to explain that you are in a difficult situation to explain that you’re looking for help where you can get it.

Dolph Goldenburg (13:17):

Who is the best person to make that call? Is it the chief executive? Is it the CFO? Or is it the broker who initially helped you get into that space?

Paul Wolf (13:26):

So again, I think it depends. Oftentimes we encourage the executive directors of smaller organizations to call the landlord directly and say, “Look, I’m reaching out to you because we’re in trouble.” A lot of landlords will ask for proof of that. They’ll want to see that your revenues are down. They’ll want to see that not being able to go into the office for a long time has impacted your income. So if you go yourself, I think it feels more genuine, less contrived. That doesn’t mean you don’t want consultants or brokers helping you navigate those negotiations. But I do think that the first outreach for a smaller organization should be direct. For larger institutional organizations, you might want to have an outsider be your broker or have your lawyer reach out first. Mostly because those become more complicated negotiations

Dolph Goldenburg (14:18):

For those organizations that are going to have an outsider like a broker reach out first, should they anticipate paying the broker to renegotiate the lease? What does that transaction look like?

Paul Wolf (14:30):

Again, it’s a great question. It you need help with a short-term solution, like deferring your rent for a few months, the broker should not charge you. We are doing this with some of our clients. But your broker should be paid if you are looking for a long-term solution. This might be shortening or extending your lease, renegotiating a lower rent or moving someplace else. Usually brokers should be compensated by the landlord, either the one you’re with if you’re extending your lease or your new landlord if you’re moving. That doesn’t mean that landlords will necessarily agree to pay. And no landlord is going to pay for a lease shortening. So you would probably have to pay your broker at that point.

Dolph Goldenburg (15:27):

And what about those organizations that are looking to the future. Maybe they’ve had 4,000 square feet of space. But thanks to COVID they’ve figured out how to have two thirds of their staff work from home. And they think they’ll continue like that even when normal times return. How do they have those conversations with their landlord?

Paul Wolf (15:51):

Well, before you get to the landlord conversation, you have to have those internal conversations and planning sessions. We are helping several organizations with this right now. We had one nonprofit that moved into an office space February 1st, beautiful custom fit out. And now they’re saying half the staff wants to continue to work from home, so what do they do with the beautiful new space? And the reality is, in their circumstances, they can continue using the space and increasing their social distancing. They have a number of private offices. But they need to provide more space in the open area workstations. So they are going to reduce the number of people who are sitting in the open area and increase the physical distance between them. We’re still working on the plans, but this allows people to work in office with greater distancing and others to continue working from home.

Paul Wolf (16:49):

But this issue is affecting absolutely everybody in the city. We have a number of larger organizations who are now contemplating growing remotely and hiring people in other cities where their salaries are less and office space might be less expensive. So they are definitely going need less office space. If they have a lease coming up, then they’re waiting to renegotiate or relocate at that point. But if they have five or more years left on their lease, it does require a very complicated conversation with the landlord. But landlords today are also worried. They’re worried they’re not going to be able to maintain their revenue stream. So go to them in advance and say, “I’m going to need to pull back on my square footage. And here’s what I’m looking to do.” They don’t want to lose you. They don’t want you to stop paying rent. They’re going to want to figure something out with you.

Dolph Goldenburg (17:41):

And just to put it into perspective, the vast majority of landlords have mortgages of their own, right?

Paul Wolf (17:46):

Without question, yes.

Dolph Goldenburg (17:50):

And so your landlord is also probably thinking, “Well, if I don’t get this rent money, I’m going to have a difficult time paying my mortgage. And then the building goes into receivership.”

Paul Wolf (17:56):

Absolutely. And also if they don’t get their rent then they can’t pay real estate taxes, which the cities and states depend on as well.

Dolph Goldenburg (18:06):

Now let’s flip this around because we do know that some organizations will fare better during the recession. And some organizations are heading into the recession with significant cash reserves, which you can kind of think of as a war chest for the recession. For those organizations, what are some of the deals they should be on the lookout for over the next year to 18 months?

Paul Wolf (18:28):

We’re seeing this as well. Our mantra is mission leads, real estate follows. So in all things, we encourage people to support their mission. And we have another saying: you should be intelligently opportunistic. So don’t be opportunistic just because you can be. It has to work. It has to make sense for you. It has to support your mission. We’re encouraging those groups that are fortunate enough to be in strong position right now to think about helping some of their peer organizations. Years ago we did this with a number of groups. We helped create shared space projects where a single entity that had greater capacity essentially took on additional space at cheap rents and then brought other organizations into it to help them get a foot in the door. Maybe you have common conference rooms or a common pantry or common rehearsal space. So that you’re reducing the overall burden on real estate.

Paul Wolf (19:24):

And also a consortium is a tremendously powerful entity for advocacy and for fundraising. A funder sees he or she can write one check and help 20 organizations instead of just one; that makes a big difference. So we are encouraging those strong organizations to look at being leaders within their sector. And think about how they can help their peer organizations, hopefully mission aligned. Because there are going to be cheap rents out there. There are going to be opportunities to purchase properties. But again, we always caution, please plan the hell out of it first. It has to support your mission. A lot of people get excited about real estate, and we often want to talk people off that ledge. Make sure that the real estate is supporting your core mission.

Dolph Goldenburg (20:09):

I am so glad you said that because I have seen so many nonprofit organizations that just think to themselves, “If we can just raise the money and get into this 10,000 square foot building that we’re going to own, everything will change. We’re going to build it and they will come.” And in reality, they’re not ready to own a place and it almost literally almost sinks the organization.

Paul Wolf (20:33):

That’s exactly right. And way too many organizations don’t do the planning. There’s a famous story in New York, which I won’t name specifically. They literally had a brand new building built for them because they raised some capital. They turn the lights on. And they almost went bankrupt immediately. Because they hadn’t done the work to look at what the operating costs were going to be. Their electricity bill the first month was higher than their total occupancy cost in the previous iteration of their building. There’s a tremendous burden that comes with ownership and you do not enter it lightly. You have to do the planning. And not just how you will cover the capital costs, but how you will make it sustainable for the long-term. And you should run those numbers 5, 10, 15 years out without question

Dolph Goldenburg (21:23):

Another big mistake that I often see organizations make is not setting aside funds for system replacement. They think, “Oh, it’s just, non-cash depreciation. It’s not a big deal.” What they fail to understand is, if you own your own building and the HVAC goes out, that might be a quarter million dollar improvement and you’re not going to have the cash to do it

Paul Wolf (21:48):

That is exactly right. And we always say that you should raise enough money to at least plant some seeds for what we call a reserve fund and then put it in a deferred maintenance account. Then every year we encourage groups to put in a line item so that they add money into that account. It might be $2 or $3 per square foot every year. So that by year 10, when that AC system needs replacement, you have some funds set aside. And those things absolutely happen. Deferred maintenance happens to every building. You just have to be prepared for it.

Dolph Goldenburg (22:20):

A good way to think about it is if you are viewing your non-cash depreciation as the funds that you need to put into your reserve account for your building, you’re probably going to be okay. Because you’re probably putting about 3% away every year. And in 10 years, you’re going to have 30% of what you’ve already put into the building. Because things are going to start to breakdown.

Paul Wolf (22:39):

I think that’s sound advice. That makes a lot of sense.

Dolph Goldenburg (22:42):

I want to unpack something else you mentioned. I’ve seen some organizations successfully move into a space that’s bigger than what they need, but they bring some smaller partners with them.

Paul Wolf (22:56):

Yes. But we do not encourage organizations to take more space than they need and then take on the burden of trying to find subtenants after the fact. Because now you have to carry all that space unless and until you find somebody else to come in. Now you’re playing developer and you have what we call developer risk. But if you go into a situation with your partners already locked in and you already have commitments, contracts and the capacity lined up, that’s a different story. So I do not recommend an organization take 20,000 square feet, occupy 5,000 and hope for the rest to come in. I would try to get as much time as possible on a space to make the decision as you’re assembling the people to come in behind you.

Paul Wolf (23:45):

We did this almost 20 years ago for a theater organization that ultimately built a consortium of 25 theater related organizations. We spent six months with an option to lease the space and talked to dozens and dozens and dozens of organizations to make sure they were ready and had capacity. We made them post small amounts of cash up front to demonstrate a commitment. We made them get board letters indicating that they were definitely going to come forward. Because the risk is too great. Real estate should never compromise or jeopardize your mission. So for the leader organization, we were extremely cautious and they would not commit to the lease for the entire space until everybody else signed on as their subtenants.

Dolph Goldenburg (24:30):

Just such a smart idea. I love that. And as I think about having partners that come with you, there’s a couple of things I think about. You talk about developer risk. That’s not just risk of maybe carrying that space when you move into it. It’s also the risk of, if there’s a bad year, you’re now the landlord they’re going come back and ask for concessions from.

Paul Wolf (24:50):

They absolutely are. And that’s particularly difficult now. If you’re the lead entity and one of your peer organizations in your space is having trouble, the expectation is that you’re going to be particularly accommodating to them. But in reality, you have bills due and you have to pay your expenses and it puts this unfair burden on you as the landlord in that case. Which again is why we recommend creating a reserve fund as you’re doing your initial fundraising to cover at least some aspect of those potential risky situations.

Dolph Goldenburg (25:22):

I love that idea. Are there any other ways that organizations can mitigate some of their risk in having smaller partners part of that consortium?

Paul Wolf (25:29):

I think that when these things get put together, inevitably there’s public support. And there really should be public support because these nonprofits do good in the communities that they’re in and everyone should want them to succeed. So use your project to build momentum for fundraising from the government, public sector, private philanthropy and maybe even corporations. Though the latter is very hard these days. You have to have partners for the long-term. Also, realize that not everybody is a good partner. Most of us haven’t had roommates since college. It’s not always a great situation. This can’t be a roommate situation. You have to have very clear contracts and very clear expectations of what those relationships will be. And you have to establish those upfront. So you tell the organizations, “If you want to be part of this consortium, that would be fabulous. Here are the rules and regs.” And I think that it’s helpful to have that level of clarity.

Dolph Goldenburg (26:51):

I could not agree more. It’s so much easier to figure these things out before you move in together and you like each other than after you move in together. Paul, I am so grateful that you’ve come on today. I’m going to move to our off-the-map question. I’m looking over your client list, and making a rough guess, I’d say 30%-45% of your clients are performing arts organizations. You clearly have a strong love for performing arts. And I understand that at one point you were a performing artist yourself.

Paul Wolf (27:38):

I think “artist” might be a bit of a stretch. I’ve certainly always enjoyed, uh, the theater in particular, but just the quick story is that when I was in high school, I loved theater. I wanted to be in the musical. But candidly, I’m tone deaf. So I was put in the production because they needed more people. But I was not allowed to actually use my voice, I had to mouth the words. And the director’s criticism of the cast used to be, “None of you looks like you’re singing only Paul looks like he’s singing. And I know he’s not because we don’t let him sing.” But I’m a very good audience member.

Dolph Goldenburg (28:17):

Like you, I am also tone deaf and I love to sing and I sit in the audience and keep it to myself. But I’ll tell you, when I’m alone and I have the headsets in, I can jam it out. I do Hamilton as well as Lin-Manuel does. I’m just saying

Paul Wolf (28:36):

Having recently seen it again, I will make no comment.

Dolph Goldenburg (28:46):

Well, Paul, thank you so much for joining us today. Listeners, you can learn more about Paul and Denham Wolf Real Estate Services at their website denimwolf.com. Visiting their website will also give you an even better idea of the work they do and what they can do for your nonprofit. They recently expanded their website so there is so much great information and so many good resources that you can find there. So make sure you click on their news tab and you will find a glossary of real estate terminology and webinars. Obviously some, for some organizations there’s risk right now and for other organizations there is opportunity. And if you are interested in mitigating your risk or seizing on any of those opportunities, this is a website that you absolutely need to visit.

Dolph Goldenburg (29:37):

Also, Paul will be speaking at the Rooftops Conference hosted by New York Waw School’s Center for Real Estate Studies later this year on October 30th. The Rooftops Conference is an annual symposium that brings together nonprofit and commercial real estate communities. And I have to say whether you are in New York or Seattle or Topeka or anywhere else, this is a great virtual conference for you to attend if you have any interest in moving forward on increasing your real estate presence or decreasing the amount of space you’ve got. And of course, it is completely virtual this year. So you don’t even have to get on a plane. You can sit in the comfort of your home office and participate. Now at this conference, Paul is going to be speaking about the partnership potential between nonprofits and real estate developers or owners. Since these great opportunities are often obscured in so many ways, this is an important session for you to attend. Now the conference’s URL is a pretty hefty one. I am not going to read it out here because it’s going to take about 90 seconds to read. But if you either go to Paul’s website, denimwolf.com, or my website, successfulnonprofits.com, we will have a link to the conference there. Hey, Paul, thank you so much. It has been such a pleasure to have you today.

Paul Wolf (31:04):

Thank you so much, Dolph. This was a lot of fun. I appreciate being on.

Dolph Goldenburg (31:08):

So listeners, if you were just belting out your favorite Hamilton song and missed the resources or Paul’s URL, no worries. You can just visit me at successfulnonprofits.com and we will have all of those links right there and ready for you. And while you’re on our website, please take a few minutes to fill out our Listener Survey. We want to make sure our content stays we’ll share with you.

Dolph Goldenburg (31:36):

We have already started to source guests based on some of the things that listeners have shared with us in the survey. So please click that link and share your thoughts with us. You will help make the podcast a better podcast and more relevant to you. Also, while you’re at our website, take a look at our tactical planning services. Let me just share with you that at this point in time, a strong tactical plan, a 12 to 18 month plan, will better position you to take advantage of some of the awesome opportunities and mitigate some of the pretty formidable risk so that you have an even stronger organization as the recession ends. That is our show for this week. I hope you have gained some insight to help your nonprofit thrive in a competitive environment.

Dolph Goldenburg (32:25):

I am not an accountant or attorney and neither I nor the Goldenburg Group provide tax legal or accounting advice. This material has been provided for informational purposes only and is not intended to provide and should not be relied on for tax, legal or accounting advice. Always consult a qualified, licensed professional about such matters.

 

**  We have edited this transcript because how you listen is not how you read. If you have a problem with this, remember you got this for free!

 

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