1985-085-RES WHEREAS, the City Council of the City of Paris, did at its special meeting on August 27, 1984 approve the
RESOLUTION NO. 85-085
WHEREAS, the City Council of the City of Paris, did at
its special meeting on August 27, 1984 approve the adver-
tisement for bids for leasing of a Pulvimixer and a
Vibratory Roller which bids were received until 10:00
o'clock A.M., Wednesday, May 8, 1985; and,
WHEREAS, the best bid for lease of such equipment was
made by Conley-Lott-Nichols Machinery and it was awarded the
bid for lease of said equipment; and,
WHEREAS, the City of Paris is desirous of exercising
the long term lease purchase provisions of said bid which is
financed through T. J. Raney & Sons, Inc., 3600 Cantrell
Road, Little Rock, Arkansas 72202; and,
WHEREAS, the form of lease with T. J. Raney & Sons,
Inc. is attached hereto as Exhibit A, and such form should
be approved; NOW, THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
PARIS, that the long term lease purchase provisions is
hereby accepted and approved; and,
BE IT FURTHER RESOLVED, That the City Manager of the
Ci ty of Paris, David H. Doty, be, and he is hereby au-
thorized and directed to execute on behalf of the City of
Paris the lease for such equipment, upon the terms and con-
ditions and in the form shown in Exhibit A attached hereto,
with T. J. Raney & Sons, Inc.
Passed and adopted this 14th day of October, 1985.
~~~
Mayor
ATTEST:
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Mattie Cunning am, 1ty er u
ttorney
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"
LCllse# 851105
Date of Lease September 1, 1985
Acceptance Date
T. J. Ri\NEY &:. SONS, INC.
INVESTMENT BANKERS
MUNICIPAL EQUIPMENT LEASE-PURCHASE AGREEMENT
Lessor: T. J. Raney & Sons, Inc.
Address: 3600 Cantrell Road
Little Rock, Arkansas 72202
Lessee:
City 01 Paris
Addre ,s: 135 First Southeast
Paris, Texas 75460
Lessor agrees to lease to Lessee and Lessee agrees to lease from j,essor the
items of Equipment (the "Equipment") described in Exhibit A attached to this Equipment
Lease-Purchase Agreement (the "Lease"), upon the following terms and conditions:
1. DELIVERY AND ACCEp!'ANCE. Lessee or, if Lessee so requests, Lessor will
cause the Equipment to be delivere(j to Lessce at tlle location specified in Exhibit A (the
"Equipment Location"). Lessee will pay all transportation and other costs, if any,
incurred in connection with the delivery of the Equipment. Lessee will accept the ment
as soon as it has been delivered and is operational or, in tile event that the manufacturer
or vendor allows a pre-acceptance test period, as soon as tile test period has expired.
Lessee will evidence its acceptance of tile Equipment by executing and delivering to
Lessor an Acceptance Certificate (herein so called) in the form provided by Lessor.
2. TERM. This Lease will become effective upon the execution hereof by
Lessor. The term of this Lease will commence on the date the Equipment is accepted
pursuant to Section I above and, unless earlier terminated as expressly provided for in
this Lease, will continue until the Expiration Date set forth in Exhibit B attached hereto
(hereinafter the "Lease Term").
3. RENT. Lessee agrees to pay to Lessor or its assignee the Lease Payments
(herein so called), including the interest portion, equal to the amounts specified in
Exhibit B. The Lease Payments will be payable without notice or (jemand at the office of
the Lessor (or such other place as Lessor or its assignee may from time to time designate
in wl'itinl;), and will eommenee on the first Lease Payment date us setforth in Exhibit B
and thereafter on the dates set forth in Exhibit B. Any payments received later t.mn ten
(l0) days from the due date will bear interest at the highest lawful rate from the due
date. Except as specifically provided in Section 1 hereof, the Obligation of the Lessee to
make lease payments will be absolute and unconditional in all events and will not be
subject to any set-off, defense, counterclaim, or recoupment for any reason whatsoever.
Lessee reasonable believes tllat funds can be obtained sufficient to make all
Lease Payments during the Lease Term and hereby covenants that it will do all things
lawfully within its power to obtain, maintain and pl'operly request and pursue funds from
which the Lease Payments may be made, including making provisions for such payments
to the extent necessary in each budget submitted for the purpose of obtaining funding,
using its bonafide best efforts to have such portion of the budget approved and
exhausting all availble administrative reviews and appeals in the event such portion of
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tile budget is not approved. It is Lessee's intent to make LeHse Payments for the full
Lease Term if funds are legally available therefore, and in tha t regard Lessee represents
that the use of the Equipment is essential to its proper, efficient and economic
operation.
4. NONAPPROPlUATION OF FUNDS. In ttle event no funds or insufficient funds
are appropriated and budgeted or are otherwise avaiJnble by any meHns whatsoever in any
fiscal period for Lease Payments due under this Lease, then tile Lessee will immediately
notify the Lessor or its assignee of such occurrence and this L!::'tse shall t~;t'fn ina te on the
last day of the fiscnl period for which appropriations were received without penalty or
esxpense to Lessee of any kind whatsoever, except as to the pOi'tions of Lease PaYi,,"cnts
herein agreed upon for which funds shall havc been appropriated and budgeted or are
otherwise available. In the event of such termination, Lessee agrees to peaceably
surrenrler possession of the Eqllipment to Lessor or its assignee on the da te of such
termination, packed for shipment in accordance with manufacturer specifications and
freight prepaid and insured to any location in the continental United States designated by
Lessor. Lessor will havc all legal and cquitablc rights and rcmedies to takc posscssion of
the Equipment.
Notwithstanding the foregoing, Lessee agrees that: (i) it will not cancel this
Lease under the provisions of this Section if any funds are appropriated to it, 01' by it, for
the acquisition, retention or operation of the Equipment or other equipment performing
functions similar to the Equipment for the fiscal period in which such termination occurs
or the next succeeding fiscal period thereafter and (ji) it will not during the Lease Term
give priority in the applieation of funds to any other functionally similar equipment. This
paragraph will not be construed so as to permi t Lessee to term inate this Lease in order
to acquire any other equipment or to allocate funds directly 0[' indirectly to perform
essentially tile same application for which the Equipment is intended.
5. LIMITATION ON WARRANTIES. Lessee acknowledges and agrees that the
Equipment is of a size, design, and capacity selected by Lessee, that Lessor is neither a
manufacturer nor a vendor of such equipment and that LESSOR HAS NOT MADE, AND
DOES NOT HEREBY MAKE, ANY REPRESENTATION, WARRANTY, OR COVENANT,
EXPRESS OR IMPLIED, WITH RESPECT TO THE MERCHANTABILITY, CONDITION,
QUALITY, DURABILITY, DESIGN, OPERATION, FITNESS FOR USE, OR SUITABILITY
OF THE EQUIPMENT IN ANY RESPECT WHATSOEVER OR IN CONNECTION WITH OR
FOR THE PURPOSES AND USES OF LESSEE, OR ANY OTHER REPRESENTATION,
WARRANTY, OR COVENANT OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED,
WITH RESPECT THERETO, AND LESSOR SHALL NOT BE OBLIGATED Oil LIABLE
FOR ACTUAL, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF OR TO
LESSEE OR ANY OTHER PERSON OR ENTITY ARISING OUT OF OR IN CONNECTION
WITH TIlE USE OR PERFORMANCE OF TilE EQUIPMENT ,\ND TilE MAINTENANCE
THEREOF.
Lessor hereby assigns to Lessee during the Lease Term, so long as no Event of
Default bas occurred hereunder and its" continuing, all manufacturer's warranties, if any,
expressed or implied with respect to the Equipment, and Lessor authorizes Lessee to
obtain the customary services furnished in connection with such warranties at Lessee's
expense.
",
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6. AUTHORITY AND AUTHORIZATION. Lessee represents, covenants and
warrants and, as l'equested by Lessor, will deliver an opinion of counsel to the effect
that: (i) Lessee is a fully constituted political SUbdivision or agency of the State of the
Equipment Location; (ii) the execution, delivery and performance by the Lessee of this
Lease have been duly authorized by all necessary action on the part of the Lessee' and
Wi) this Lease constitutes a legal, valid and binding obliga tion of the Lessee enforc~ablc
in accordance with its terms. Lessee agrees that: (j) it will rJo or '~AlI~" tq I,,, <i.>".. All
things necessary to preserve and keep the Lease in full fOfQe a,nd effect; (iil it has
complied with all bidding. requirements where necessary and by due notifieation
presented this Lease for approval and adoption as a valid obligation on its part; and (iii)
it has sufficient appropriations or other funds available to pay ail nmoullts due hereundel'
for the current fiscnl period.
7. TITLE. Upon acceptance of the Equipment by Lessee hereunder, title to the
Equipment will vest in Lessee; however, (i) in the event of termination of this Lease by
Lessee pursuant to Section 4 hereof; (ii) upon the occurrence of an Event of Default
hereunder and as long as such Event of Default is continuing; or Oii) in thc event that the
purchase option has not been exercised prior to ttle Expiration Date, title will
immediately vest in Lessor or its assignee.
8. SECURITY INTEREST. In order to secure all of its obligations hereunder,
Lessee hereby: (j) grants to Lessor a first and prior security interest in any and all right,
title and interest of Lessee in the Equipment and in all ndditions, attachments.
accessions, and substitutions thereto, and on any proceeds therefrom; (ii) agrees tha t
this Lease may be filed as a financing statement evidencint; such security interest; Ilnd
(jii) agrees to execute and deliver all financing statements, eel'tificlltes of title and other
instruments necessary or appropriate to evitjence such security interest.
9. PERSONAL PROPERTY. T he Equipment is and will remain per'sonal property
and will not be deemed to be affixed to Ot' a pat.t of the l'eal estate on which it may be
situated, notwithstatlding that the Equipment or any part thereof may be or hereafter
become in any manncr physicnlly affixcd Ot. Ilttaehed to rcal estate 0[' nny building
thereon. If requested by Lessor, Lessee will, at Lessee's expense, furnish a landlord or
mortgage waiver with respect to the Equipment.
10. USE; REPAIRS. Lessee will usc the Equipment in a careful manner for the use
contemplated by the manufacturer for the Equipment and shall comply with all laws,
ordinances, insurance policies and regulations relating to and will pay all costs, claims,
damages, fees and charges arising out of its possession, use or maintenance. Lessee, at
its expense, will keep the Equipment in good repair and furnish all parts, mechnnisms and
devices required therefor. If the Equipment is such as is customarily covel'ed by a
mHintenilnce agreement, Lessee will furnish Lessor with a maintenance agreement with n
party satisfactory to Lessor.
11. ALTERATIONS, Lessee will not make any alterations, additions 01'
improvements to the Equipment without Lessol"S prior written consent unless SUCll
alterations, ndditions or' improvements may be rendily removed without damage to the
Equipment.
12. LOCATION; INSPECTION. The Equipment will not be removed from or, if the
Equipment consists of roiling stock, its permanent base will not be changed from the
Equipment loeation without Lessor's prior written consent which will not be unreasonably
withheld, Lessor will bc entitled to enter upon the Equipment location or elsewhere
during reasonable business hours to inspect the Equipment 01' observe its use and
opera tion.
"
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13. LlEN~ AND TAXES. Lessee shall keep the Eqllipment free and elellr of all
levies, liens and encumbrances except those created under this Agreement. Lessee shall
pay, when due, all charges and tuxes Oocal, state and federal) which mllY now or
hereafter be imposed upon the ownelship, leasing, rental, sale, purchase, possession or
use of the Equipment, excluding however all taxes on or measured by Lessor's income. if
Lessee fails to pay said charges and taxes when due, Lessor Sllllll hav~ the t'lght, but shun
not be obligated, to pay said charges and taxes. If Lessor pays any c1wrges or tuxes for
which Lessee is responsible or liable under this Agreement, Lessee shall reim!)urse Less.)!'
the ref or.
14. RISK OF LOSS; DAMAGE; DESTRUCTION. Lessee assumes all risk 01 loss of
or damage to the Equipment from any cause whatsoever, and no such loss of or damage
to the Equipment 1101' defect therein nor unfitness or obsolescence thereof shall relieve
Lessee of the Obligation to make Lease Payments or to perform any other obligation
under this Lease. In the event of damag~ to any item of Equipment, Lessee will
immediately place the same in good repair with the proceeds of any insurance recovery
appliecl to the cost of such repair. If Lesso!' determines that any item of Equipment is
lost, stolen, destroyed or damaged beyond repair, Lessee at the option of Lessor will
either: (a) replace the same with like equipment in good repair; or (b) on the next Lease
Payment date, pay Lessor: (I) all amounts then owed by Lessee to Lessor under this
Lease, including the Lease Payment due on such date; and (Ii) an amount equal to the
applicable Concluding Payment set forth in Exhibit B.
15. INSURANCE. Lessee will, at its expense, maintllin at all times during the
Lease Term fire and extended coverage, publie liability and property damage insurance
with respect to the Equipment in such amounts, cevel'ini~ such risb, and with such
insu!'ers as shall be satisfactory to Lesso!' or, with Lesso!"s prio!' written consent, may
self-insure against any or all such risks. In no event will the insul'llnce limits be less than
the amount of the then applicable Concludin[~ Payment wi th !'espect to such Equipment.
Each insurance policy will name Lessee as an insured and Lessor or its assigns as an
additional insured and loss payee and will contain a clause requiring the insurer to give
Lessor at least thirty (30) days p!'ior written notice of any alteration in the terms of such
policy or the cancellation thereof. The proceeds of any such policies will be payable to
Lessee and Lessor or its assigns as their interests may appear. Upon acceptance of the
Equipment and upon caeh insurance renewal date, Lessee will deliver to Lesso!' a
certificate evidencing such insu!'ance. In the event thllt Lessee has been permitted to
self-insure, Lessee will fUl'llish Lessor with a letter or certificate to suell effect. In tile
event of any loss, damage, injury or accident involving the Equipment, Lessee wilI
promptly provide Lessor with written notice thereof and make available to Lessor all
information Ilnd documentation relating thereto.
16. INDEMNIFICATION. Lessee shull indemnify Lessor against, and hold Lessor
harmless from, any and all claims, actions, proceedings, expenses, damages or liabilities,
including attorney's fees and court costs, arising in connection with the Equipment,
including but not limited to its selection, purchase, delivcry, possession, nse, operation,
rejection or return and the recovery of claims under insuranee policies thereon.
17. PURCHASE OPTION. Upon thirty (30) days priot' written notice from Lessee
to Lessor, and provided that there is no Event of Default or an event which with notice
or lapse of time, 01' both, could become Illl Event of Default then existing, Lessee will
have the right to purchase the Equipment on certain Lease Payment dates set forth in
Exhibit B by paying to lesso!', on slIeh II (jate, the Lease Payment then clue together will,
the Concluding Payment amount set forth opposite such date. Upon satisfnction by
Lessee of such purchase conditions, Lessor will transfer any and all of its right, title and
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interest in the Equipment to Lessee as is without warranty express or implieli, exeept
that Lessor will WIll'I'Hnt to Lessee that the Equipmcnt is fr'cc Hnd dcaI' of any liens
created by Lessor.
18. ASSIGNMENT AND REGISTRATION REQUIREMENTS. Without Lessor's prior
written consent, Lessee will not either: (j) assign, transfer, pledge, hypothecate, grant
any seeurity interest in or otherwise dispose of this Lease or thll Equipment 0" "ny
interest in this Lease or the Equipment or OJ) sublet or lend the Equipment or permit it
to be used by anyone other than Lessee or Lessee's employees. Lessor [TlHY assi;;n its
rights, title and interest in and to this Lease, the Equipment and any other documents
executed with respcct to this Lease and/or grant or ,}ssign a security interest in this
Lease and the Equipment, in whole or in part. Any sHch assignees shall have all ofche
, rights of Lessor under this Lease. Subject to the foregoing, this Lease inures to the
benefit of and is binding upon the heirs, executors, administrators, successors Hnd ::lssigns
of the parties hereto. No assignment or reassignment of any of Lessor's right, title or
interest in this Lease or the Equipment shall be effective unless and until Lessee sl1ELll
have received a duplicate original counterpart of the document by which the assignment
or reassignment is made, disclosing the name and address of ench such assignee; however,
if such assignment is made to a bank or trust company as paying or escrow agent for
holders of certificates of participation in the Lease, it shall thereafter' be sufficient that
a copy of the agency agreement shall have been deposited with Lessee until Leasee shall
have been advised that such agency agreement is no longer in effeet. During tile Lease
Term, Lessee slJall keep a complete and accurate record of nil such assignments in form
necessary to comply with the United States Internal Revenue Code, Section \ O:l(j), llnd
the regulations, propose(j or existing, from time to time promulgated thereunder.
19. EVENTS OF DEFAULT. The term "Event of Default", as Ilsed herein, means
the occurrencc of anyone or more 01' the following events:
(a) Lessee fails to make any Lease Payment (or any other payment) as it becomes
due in accordance with the terms of this Lease, and any such failure continues for ten
(10) days after the due date thereof;
(b) Lessee fails to perform or observe any other covenant, condition, or agreement
to be performed or observed by it hereunder and such failure is not cur'ed within twenty
(20) days after written notice thereof by Lessor; or
(c) The discovery by Lessor that any statement, representation, or warranty made
by Lessee in this Lease or in any writing ever delivered by Lessee pursuant hel'eto or in
connection herewith is false, misleading or erroneous in any material respect.
20. REMEDIES. Upon the occurrence of an Event of Default and as long as such
Event of Default is continuinL~, Lessor may, at its options, exercise anyone or more of
the following remedies:
(a) By written notice to Lessee, declare an amount eCjual to all amounts then due
under this Lease and all remaining Lease Payments due during the Lease Term to be
immediately due and payable, whereupon the same shall become immediately due and
payable;
(b) By written notice to the Lessee, request Lessee to (and Lessee agrees that it
will), Ilt Lessee's expense, promptly return the Equipment to Lessor in tile manner set
forth in Section 4 hercol'; Lessor, at its option, may enter upon tile premises where the
Equipment is located and take immediate possession of Hnd remove the same;
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(c) . Sell or lease the Equipment or sublease it for the account of Lessee, holding
Lessee liable for all Lease Paymcnts and o tlw I. payments due to the effeetive date of
sucl) selling, leasing or subleasing Hnd for the difference between the purchase price,
rental and other amounts [laid hy the purchaser, lessee or sulllessee [JUI"suant to sueil silk,
lease or sublease and the amounts payable by Lessee hereundcr; or
(d) Exercise any other right, remedy or privilege wtlich may be avallnble to It
under applicable laws of the state of the Equipment Location or any other applicable law
or proceed by appropriate court action to enfol.ce the terms of this Lease or to recover
damages for the breach of this Lease or to rescind this Lease as to any or ail of the
Equipment.
In addition, Lessee will remain liable for all covenants and indemnities undel'
this Lease and for all legal fees and other costs and expenses, including court costs,
incurred by Lessor with respect to the enforcement of any of the remedies listed above
or any other remedy available to Lessor.
21. NOTICES. All notices to be given under this Lease ahll be made in writing and
mailed by certified mail, return receipt requested, to the other party at its address set
forth herein or at such address as the party may provide in writing from time to time.
Any such notice shall be deemed to have been received five days subsequent to mailing.
22. SECTION HEADINGS. All section headings contained herein arc for the
convenience of reference only and are not intended to define or limit the scope of any
provision of this Lease.
23 GOVERNING LAW. This Lease shall be construed in accordanee with and
governed by the laws of the state of the Equipment Location.
24. DELIVERY OF RELATED DOCUMENTS. Lessee will execute or provide, as
requested by Lessor, such other documents and information as are reasonably necessary
with respect to the transaction contemplated by this Lease. At the request of Lessor,
Lessee will furnish Lessor annual financial statements of Lessee within forty-five days
after the end of Lessee's fiscal year.
25. ENTIRE AGREEMENT; WAIVER. This Lease, togethel' witil the Acceptance
Certificate and other attachments hereto, and other documents or instruments executed
by Lessee and Lessor in connection herewith constitute the entire agreement between
the parties with respect to the lease of the Equipment, and this Lease shall not be
modified, amended, altered or changed except with the written consent of Lessee and
Lessor. Any provision of this Lease found to be prohibited by law shall be ineffective to
the extent of suctl prohibition without invalidating the remainder of this Lease. The
waiver by Lessor of any breach by Lessee of any term covenant or condition hereof shall
not operate as a waiver of any subsequent breacl) thereof.
26. ADDfI'lONAL PROVISIONS. Any amendments to the standaf'dlangunge of tilis
Lease will be set forth in Exhibit C attached hereto.
T. ,J, RANEY & SONS, INC.
LESSEE
By:
By:
Title: /
U---------
Title:
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EXHIBrr A
DESCRIPTION OF EQUIPMENT
QU ANTITY
DESCRIPTION
1
1985 Rexworks Model HOS
PUlllimixer
1
1983 Rexworks Model SP-700
Vibratory Roller
EQUIPMENT LOCATION
135 First Southeast
Paris, Texas 75460
*To be completed upon Lessee's acceptance of tile Eqllipment.
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SERIAL NO.
SN#HK-1464
SN #7HZ-446
"
Lessee's Fiseal Period:
Expiration Date:
Lease
Payment
Numb"r
Lease
Payment
Date
EXHIBrr B
PAYMENT SCHEDULE
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""--------_._._.,--...~--_.-
Lease
~ayme.~
Interest
Portion
Principal
Portion
Concluc1ing
~_'!J..~nen t
*To be completed upon Lessee's acceptance of tile Equipment.
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CERTIFICATE OF APPROPRIATION
I, David H. Doty ,___~ity _~~~:'lj_~E"____,_.__" of .9it'y"i'r.l'flLL:Js;:S~2
("Lessee") hereby certify that all lease payments due by Lessee under that certain
Equipment Lease-Purchase Agreement dated as of SepteTbe0L_~ 985, b,elween Lessee
Hno T. J. Raney & Sons, Inc. as Lessor, for the fiscal year ending >,1880 a,'e
within such fiscal year's Budget for Lessee and wlthin an available, unexhausl:0d nnd
unencumbered npPI'opriation for Lessee.
IN
WITNESS WHEREOF,
,198_
11Hve
set
my
hand
this
cluy
of
LES8E E:
By: CitY-9iJ'ar~s
Name:
David H. DuLy
Title: ______,J:i1:.Y-Manag.ex__,___