HomeMy WebLinkAbout021336 ORD - 02/18/1992AN ORDINANCE
AUTHORIZING THE CITY MANAGER TO EXECUTE A ONE-YEAR
LEASE AGREEMENT WITH THE LADY LEX MUSEUM ON THE BAY
ASSOCIATION EXPIRING FEBRUARY 17, 1993, AS SET FORTH IN
EXHIBIT A; PROVIDING FOR SEVERABILITY; AND DECLARING AN
EMERGENCY
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL
OF THE CITY OF CORPUS CHRISTI, TEXAS:
SECTION 1. That the City Manager is hereby authorized to execute a one-
year lease agreement with the Lady Lex Museum On The Bay Association, a copy of
which is attached hereto as Exhibit A and made part hereof.
SECTION 2. If for any reason any section, paragraph, subdivision, clause,
phrase, word or provision of this ordinance shall be held invalid or unconstitutional by final
judgment of a court of competent jurisdiction, it shall not affect any other section,
paragraph, subdivision, clause, phrase, word or provision of this ordinance for it is the
definite intent of this City Council that every section, paragraph, subdivision, clause,
phrase, word or provision hereof be given full force and effect for its purpose.
SECTION 3. That upon written request of the Mayor or five Council
members, copy attached, to find and declare an emergency due to the need for the
immediate and efficient utilization of physical resources in the City and the need for
immediate action necessary for the efficient and effective administration of City affairs,
such finding of an emergency is made and declared requiring suspension of the Charter
rule as to consideration and voting upon ordinances at three regular meetings so that this
ordinance is passed ad� shall take effect upon first reading as an emergency measure
this the (g day of :7t� ¢GJL 1992.
ATTEST:
City cretary
APPROVED:
Itt DAY OF Rix -v v1 , 19 q i
JAMES R. BRAY JR., CITY ATTORNEY
B
O12D4: 91135
MAYOR
CITY OF CORPUS CHRISTI
021336
MICROFILMED
STATE OF TEXAS
COUNTY OF NUECES
LEASE AGREEMENT
FINAL
2-13-92
S
§ KNOW ALL BY THESE PRESENTS:
S
This Lease Agreement is made and entered into by and between
the City of Corpus Christi, Texas, a municipal corporation (the
"City") and the Lady Lex Museum on the Bay Association, a nonprofit
corporation (the "Association") on the terms and conditions
hereinafter set forth.
1. LEASE PREMISES: The City in consideration of the
Association's faithful performance of the covenants described
herein, leases to the Association the following described land,
hereinafter called the "Leased Land":
That certain portion of the submerged lands of Corpus
Christi Bay patented by the State of Texas to the City of
Corpus Christi by Patent No. 86, Volume 21-A dated
January 4, 1924, together with a certain portion of
Corpus Christi Beach adjacent thereto, all of which is
described on Exhibit "A" attached hereto which is
incorporated herein for all purposes.
2.
TERM:
The term of this Lease shall commence on Tuesday,
February 18, 1992, upon the approval of same by the City Council of
the City and shall continue until midnight, Wednesday, February 17,
1993.
3. RENTAL: The Association agrees to pay to the City, or
its designated agent, rentals in the amount of ONE DOLLAR ($1.00)
per year, then, in advance, on the first day of the Lease. This
consideration is given in addition to the other covenants and
obligations of the Association provided under this Lease Agreement.
�CI� � IT A
4. PERMITTED USE: The Leased Land shall be used for the
berthing of the U.S.S. Lexington, its operation by the Association
as a museum, together with any and all related uses authorized for
organizations exempt from federal income taxation under Section
501(c)(3) of the Internal Revenue Code of 1986, as amended. The
Association shall endeavor to operate the facility as a first-class
naval museum and meet all requirements of the U.S. Navy for
maintaining the U.S.S. Lexington. The Association shall maintain
hours of operation open to the public and admission fees similar to
comparable attractions.
5. IMPROVEMENTS: The Association agrees to construct
certain improvements on the Leased Land according to plans and
specifications consistent with the conceptual plan presented to the
City attached as Exhibit B hereto and as otherwise approved by the
City Manager, or his designee. Such plans and specifications shall
provide for the berthing of the U.S.S. Lexington on the Leased Land
and all other improvements necessary for its operation as a museum
facility.
6. CONTRACT MANAGEMENT: The City and the Association agree
to the following terms and conditions concerning management of the
contracts providing for the construction of the improvements on the
Leased Land necessary for the berthing the U.S.S. Lexington and for
operation of said vessel as a museum:
(a) City Funding Commitment. The City agrees to fund up to
$3,000,000, being the proceeds from the sale of certain
Certificates of Obligation by the City, to be used for
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the construction, completion or purchase of projects
which are eligible for use of such funds under the Texas
Certificate of Obligation Act and applicable federal law.
The City's obligation to fund said $3,000,000 is
expressly subject to the sale and closing, on terms
acceptable to the City, of said Certificates of
Obligation. The City shall make an initial disbursement
on March 31, 1992, or such later date as when the City
enters into a binding contract for the sale of the
Certificates of Obligation, in an amount necessary to
cover the eligible expenses incurred up to such date.
Thereafter, the City agrees to disburse such funds as are
necessary from time to time to cover the eligible
expenses incurred in the completion of the publicly -
financed projects by the Association.
(b) Maintenance of Fund Account. All funds provided by the
City shall be deposited by the Association into a
separate account to be named the "Public Projects
Construction Account" to be used solely to defray the
costs and expenses for eligible construction projects
authorized under this Agreement. An initial advance from
said account may be made to reimburse the Association for
eligible costs and expenses incurred prior to funding the
Certificates of Obligation by the City.
(c) Competitive Bids Required. All contracts awarded by the
Association or other costs incurred utilizing the funds
provided by the City hereunder shall be made in
compliance with the competitive bidding laws of the State
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of Texas applicable to the City. The provision of
funding for the project by the City shall be reflected in
each advertisement or other solicitation for bids or
proposals made by the Association.
(d) Designated City Representative. The City hereby
designates the City Manager, or his designee, to be the
designated representative of the City for coordinating
with the Association all procurements and expenditures
authorized under this section. The City representative
shall approve all final plans and specifications of
projects and shall concur in the award of all contracts
by the Association.
(e) Monthly Reports. The Association shall deliver to the
designated representative of the City a progress report
each month outlining the status of each contract or
project to be funded by the City under this section.
Said report shall be delivered to the designated
representative of the City by the 10th day of each month
reflecting activities during the preceding calendar
month.
Copies of Documents. The designated representative of
the City shall be furnished, for each contract entered
into by the Association, copies of such contract,
together with all related documentation, including but
not limited to bid notices, advertisements, work sheets
comparing competitive bids received, and the like. The
City designated representative shall have access to all
(f)
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such records of the Association for the purpose of
determining compliance with this provision.
7. COMPLIANCE WITH LAWS: The Association agrees to comply
with all laws, ordinances, orders, rules, regulations and
requirements of federal, state and local governments, and of all of
their departments, applicable to the Leased Land.
8. WETLANDS: The Leased Land may contain officially
designated wetlands, and the Association agrees that said wetland
areas will not be altered, damaged or constructed upon unless the
proper permit has been obtained from the appropriate regulating
entities. The Association shall be responsible for obtaining all
such necessary permits and completing any required mitigation. Any
such mitigation project shall be considered a necessary and related
construction project for the improvements contemplated to be
constructed under this Lease Agreement.
9. MAINTENANCE: The Association accepts the Leased Land in
its present condition, AS IS and WITH ALL FAULTS. The Association
shall throughout the term of this Lease Agreement take good care of
the Leased Land, including the mooring, piers, ticket booths and
all other improvements located thereon, keep them free from waste
or nuisance of any kind, and shall be responsible for and shall
perform, or cause to be performed, maintenance, including custodial
maintenance, and repair of the Leased Land and the facilities
located thereon.
10. POSSESSION: Possession of the Leased Land shall be
granted to the Association at the time of the effective date of
this Lease.
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11. LIABILITY INSURANCE: The Association shall carry and pay
the premiums for liability insurance of the types and in the limits
stated below. The City shall be endorsed as an additional named
insured by the Association on said policies, with the exception of
the insurance required for workers' compensation.
(a) Public liability insurance, including coverage for
poisoning or illnesses from food or drink, in the amount
of $500,000 for bodily injury or death to any one person,
$1,000,000 for bodily injury or death for one occurrence,
and $100,000 for any claim of property damage per
occurrence. Such policy shall additionally include
endorsements for contractual liability covering the
Association's obligations herein. In the event alcoholic
beverages are to be served on any premises covered by
this Lease, the Association shall additionally obtain or
cause to be obtained alcoholic beverage liability
insurance covering the event or time period during which
alcoholic beverages are to be served.
(b) Workers' compensation insurance covering any employees on
the Leased Premises as governed by the laws of the State
of Texas and employer's liability insurance with minimum
limits of liability of $100,000. The workers'
compensation insurance shall be endorsed to waive any
rights of subrogation the insurance company may acquire
by reason of the payment of any claim against the City
and any of its respective Council members, officers,
employees, agents and attorneys.
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Such insurance policies shall not be canceled, materially changed,
or not renewed, without thirty (30) days' prior written notice to
the City. A certificate of such insurance coverage, reflecting the
foregoing cancellation provision shall be furnished to the City,
and copies of the insurance policies shall be promptly furnished to
the city upon its written request. Failure of the Association to
maintain said insurance for the term of this Lease Agreement shall
be grounds for termination hereof by the City.
12. HAZARD INSURANCE: The Association agrees to keep the
museum -related improvements and all associated personal property
(excluding aircraft and historic items) located on the U.S.S.
Lexington which shall be berthed on the Leased Land insured against
loss or damage by fire, windstorm, or other extended coverage risk
for at least 80% of their full insurable value or to the maximum
amount available from the Texas Catastrophe Insurance Pool (if such
Pool coverage is the only coverage available to the Association),
whichever is less. Such hazard insurance policy shall name the
City as an additional insured and loss payee. The Association
shall furnish copies of such hazard insurance policies to the City
upon request. No such insurance policy shall be canceled,
materially altered, or not renewed without thirty (30) days' prior
written notice to the City. A certificate of such insurance
coverage, reflecting the foregoing cancellation provision shall be
furnished to the City, and copies of the insurance policies shall
be promptly furnished to the City upon its written request.
Failure to maintain said insurance for the term of this Lease
Agreement shall be grounds for termination.
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13. UTILITIES: The Association shall be responsible for
obtaining water, sewer, electricity and gas service connections for
use on the Leased Land; and the Association shall pay all utility
connection charges related thereto. During the term of this Lease
Agreement, the Association shall further pay when due all charges
and costs for utilities consumed on the Leased Land.
14. TAXES OR OTHER IMPOSITIONS: The Association shall timely
pay any and all ad valorem taxes or other impositions, if any,
which may be levied, assessed or otherwise imposed pursuant to its
occupancy of the Leased Land and the improvements located thereon
during the term of this Lease.
15. INSPECTION: The City, and its employees and designated
agents, shall have the right to enter upon the Leased Land at all
times for the purposes of inspection, for emergency repairs to
utility systems, and to otherwise protect its interests as Landlord
hereunder. Nothing herein shall be construed to restrict the City
in the exercise of any of its police powers.
16. SIGNS: The Association shall not place any advertising
signs on the Leased Land without compliance with all City codes and
regulations. All such signs shall be kept in a continual state of
good repair, and failure to do so may result in removal of said
signs from the Leased Land.
17. LIENS: The Association shall not permit any mechanics'
and materialmen's or other liens to be fixed or placed against the
Leased Land and agrees to immediately discharge (either by payment
or by filing the necessary bond, or otherwise) any such liens which
are allegedly fixed or placed against the Leased Land. The
Association reserves the right to contest with due diligence the
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reasonableness of any such charges or impositions against the
Leased Land, and the City agrees not to interfere with such
contested proceedings or otherwise to declare a default under this
Lease due to such proceedings.
18. HAZARDOUS MATERIALS: With respect to any substances
defined as or included in the definition of "hazardous substances,"
"hazardous wastes," "hazardous materials" or "toxic substances"
under any applicable federal, state or local laws, ordinances or
regulations (including, without limitation, friable asbestos and
asbestos deemed hazardous by federal or state regulations) (such
substances collectively referred to hereinafter as "Hazardous
Materials" and such laws, ordinances and regulations together with
all rules, orders and permits pursuant thereto collectively
referred to hereinafter as "Hazardous Materials Laws"), the
Association:
(a) represents that the Association will not (i) store, bury,
install, transport, treat or dispose of any Hazardous
Materials at, to or from the Leased Land in violation of
any applicable Hazardous Materials Laws, or (ii) cause or
allow the release, discharge, emission, leak, spill or
dumping of any Hazardous Materials at or from the
facilities on the Leased Land except for those releases
allowed under applicable Hazardous Materials Laws;
(b) covenants to (i) comply with all applicable Hazardous
Materials Laws with respect to the manufacture, storage,
transmission, presence, discharge and removal of
Hazardous Materials at or from the facilities on the
Leased Land, (ii) pay promptly within thirty (30) days of
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when demand is made the costs of any required removal of
any Hazardous Materials from the Leased Land and keep the
Leased Land free of any lien imposed pursuant to any
Hazardous Materials Laws, (iii) not locate nor allow
location of any underground storage tanks on the Leased
Land, (iv) not locate any materials containing asbestos
of any type or nature on the Leased Land, and (v) notify
Landlord promptly in writing of the commencement of any
legal or regulatory proceedings relating to Hazardous
Materials affecting the Leased Land; and
(c) agrees to indemnify and to hold harmless the City, its
officers, employees, agents, successors and assigns from
and against any and all claims, demands, causes of
action, loss, damage, liabilities, costs, and expenses
(including attorneys' fees and court costs) of any and
every kind or character, known or unknown, fixed or
contingent, asserted against or incurred by the City at
any time or from time to time, by reason of or arising
out of any violation of any Hazardous Materials Laws
occurring since the commencement of the Association's
occupancy of the Leased Land. The Association's obliga-
tions hereunder shall arise upon the discovery of the
presence of any Hazardous Materials, whether or not any
federal agency or any state or local environmental agency
has taken or threatened any action in connection with the
presence of any Hazardous Materials. The foregoing
indemnity shall survive the expiration of this Lease. In
the event the Association fails, after reasonable notice,
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to pay any amounts described in this provision, the City
may, but shall not be obligated to, cause the Hazardous
Materials to be removed from the Leased Land and the cost
of such removal shall be payable by the Association;
provided, however, that the Association may in good faith
contest the reasonableness or necessity of any
requirement by any federal, state or local environmental
agency, and upon the Association's providing reasonable
security to assure its performance, the City agrees not
to interfere in the Association's proceedings with such
agency.
19. INDEMNITY: The Association hereby covenants and agrees
to at all times indemnify and save harmless the City, its officers,
employees, agents and attorneys, and the Leased Land, from and
against any cost, liability, damages or expense arising out of any
claim by any person or persons whatsoever by reason of the use or
misuse of the Leased Land and shall indemnify and save harmless the
City from any penalty, damage or charge incurred or imposed by
reason of any violation of law or ordinance by the Association, and
shall indemnify and save harmless the City from any cost,
liability, damages, or expense arising out of the death of or
injury of any person or persons or damage to property arising out
of the Association's operations on the Leased Land.
20. ACCESS TO RECORDS: The Association shall keep strict and
accurate books of account of all receipts collected and other
revenues received. The Association agrees to furnish to the City
certified quarterly statements of revenues and expenditures
concerning its operations. Such statements shall be formulated
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according to generally accepted accounting practices and in a form
prescribed by the City's Director of Finance. The said books of
account shall be open for inspection by the City during business
hours. All underlying documentation for the Association's
quarterly statements shall be preserved by the Association for at
least five (5) years. The Association shall additionally furnish
to the City a copy of its annual financial report within 120 days
of the end of each fiscal year of the Association.
21. NONDISCRIMINATION: The Association shall be responsible
for the fair and just treatment of all of its employees and
patrons. The Association warrants that it is and will continue to
be an equal opportunity employer and it hereby covenants that no
employee or customer shall be discriminated against because of
race, creed, color, sex, national origin or disability.
22. COSTS OF PUBLICATION: The Association shall be
responsible for payment of any costs of publication of this Lease
as may be required by the City Charter of the City.
23. ASSIGNMENT: The Association may not assign this Lease
nor sublease the Leased Land, or any part thereof, without the
written consent of the City Council, which consent shall not be
unreasonably withheld. Such assignment shall not relieve the
Association from its obligations hereunder unless such release is
expressly granted by the City in approving such assignment.
24. TERMINATION: Except as otherwise provided herein, the
City may terminate this Lease whenever the Association fails to
comply with the provisions and covenants contained herein and fails
or refuses to comply within a reasonable time (not less than thirty
days) after receiving written notice of the violation and
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LI
recommended cure. In the event of any termination or expiration of
the Lease term, the Association shall immediately comply with the
written order from the City regarding vacating the Leased Land,
subject to making any necessary arrangements for the maintenance or
relocation of the U.S.S. Lexington consistent with the requirements
of the United States Navy, and proceeding with due diligence in
completing such relocation.
25. FORCE MAJEURE: If by reason of force majeure either
party hereto shall be rendered wholly or in part unable to carry
out its obligations under this Lease, then except as otherwise
expressly provided in this Lease, if such party shall give notice
and the full particulars of such force majeure in writing to the
other party within a reasonable time after the occurrence of such
event or cause, the obligations of said party giving such notice,
so far as they are affected by such force majeure, shall be
suspended, and such party shall endeavor to remove or overcome such
inability with all reasonable dispatch. The term "force majeure"
shall mean acts of God, strikes, industrial disturbances, acts of
public enemy, orders of any kind of the government of the United
States or the State of Texas, riots, epidemics, hurricanes, fires,
floods, civil disturbances, explosions, or other accidents or
causes not reasonably within the control of the party claiming such
inability.
26. MODIFICATIONS: No changes or modifications to this Lease
shall be made, nor any provisions waived, unless in writing, signed
by a person authorized to sign agreements on behalf of such party.
27. LEASE RELATIONSHIP: It is specifically agreed and
understood by the parties hereto that a landlord -tenant
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relationship is created under the terms of this Lease Agreement.
Nothing herein contained shall be deemed or construed by the
parties hereto, nor by any third party, as creating the
relationship of partnership or of joint venture between the
parties.
28. CITY AUTHORITY: Except as specifically provided herein,
the Association shall not have any authority to bind the City to
any contract, indebtedness or obligation in any manner without the
express written consent of the City. The City reserves the sole
and exclusive right to exercise its police powers and other
governmental authority concerning any matters related to this
Lease.
29. NOTICES: Any notices or other communications relating to
this Lease shall be made in writing and may be given by (a)
depositing same in the United States mail, postage prepaid,
certified mail, with return receipt requested, addressed as set
forth in this section, or (b) delivering the same to the party to
be notified. Notice given in accordance with (a) hereof shall be
effective upon deposit in the United States mail. The notice
addresses of the parties hereto shall, until changed in the manner
of giving notices as provided herein, be as follows:
CITY: City of Corpus Christi, Texas
1201 Leopard Street
P.O. Box 9277
Corpus Christi, Texas 78469
Attention: City Manager
ASSOCIATION: Lady Lex Museum on the Bay Association
1201 N. Shoreline Drive
P.O. Box 2664
Corpus Christi, Texas 78403
Attention: President
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30. SEVERABILITY: In the event litigation concerning this
Lease which results in one or more clauses herein to be found
invalid, all other provisions of this Lease shall remain as written
and be enforceable in accordance with their terms.
EXECUTED on this
day of , 1992.
ATTEST: CITY OF CORPUS CHRISTI, TEXAS
By:
City Secretary Juan Garza
City Manager
APPROVED:
day of , 1992:
City Attorney
G:\ 11\AGMT.92\LEXLEASE.038-15\044
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LADY LEX MUSEUM ON
THE BAY ASSOCIATION
By:
Joe Jessel
President
EXHISIT, A
SEE ENLARGED
PLAN
1650
PATENT
yBOUNDARY
U.S.S. LEXINGTON
\10001t
LEA IE
BOU ARY
BREAKWATER
4.
6004
100o
MAI SLIP
C.C. SHIP CHANNEL
ENLARGED PLAN
SITE PLAN
LEASE BOUNDARY
DIN CPM
oStt 2/92
DCS
DAT!
CHIC +'
DATE 2-t8 9L
8t@RR. WDSsur AND ELISOCIATn. inc.
`n+aorini . Cannan
e
NM DS re. s.m 011..1 PS IN
Cw1.a O.I.1. It 164I$ -L/11
LEASE BOUNDARY
FOR
U.S.S. LEXINGTON
0.4 11
.120012
SC" NONE
SH -r.1 OF 1
-.
EXHIBIT A
METES AND BOUNDS DESCRIPTION
OF THE
LEASE BOUNDARY FOR
THE U.S.S. LEXINGTON
Being 11.41 acres of land out of Lots 8 and 10, Block H, of the Brooklyn
Addition Recorded in Volume A, Page 32, Map Records of Nueces County, Texas and
also out of a 705.78 acre tract known as Survey No. 803 and patented to the City
of Corpus Christi by the State of Texas by deed filed for record on January 14,
1924 in the Deed Records of Nueces County, Texas, and this 11.41 acre tract being
more particularly described by metes and bounds as follows:
Being at a point on the east right-of-way line of Shoreline Boulevard in
said Brooklyn Addition, said point bearing N 31°35'06" E, 20.70 feet, from the
southwest corner of Lot 10, Block H, of said Brooklyn Addition;
Thence S 58°24'54" E and running 10.00 feet north of and parallel to the
northeast edge of a concrete slab, 102.00 feet, to a turning point;
Thence N 86°38'36" E with the north boundary of this tract, 600.00 feet,
to the northeast corner of this tract;
Thence S 13°21'24"E with the east boundary of this tract, 1000.00 feet, to
its southeast corner;
Thence S 76°38'36" W with the south boundary of this tract, 350.00 feet,
to its southwest corner;
Thence N 23°21'24" W with the west boundary of this tract, 600.00 feet, to
a turning point;
Thence N 35°35'07" W, 502.99 feet, to another corner of this tract;
Thence N 58°24'54" W running 4.50 feet south of and parallel to the south
edge of the aforementioned concrete slab and 1.90 feet north of and parallel to
the south lot line of Lot 8, Block H, of said Brooklyn Addition, 102.00 feet, to
a corner of this tract, said corner being on the east right-cf-way line of
Shoreline Boulevard;
Thence N 31°35'06" E, 69.00 feet, to the point of beginning and containing
11.41 acres of land, more or less.
EXHIBIT .8
PROJECT LAYOUT & CROSS SECTION
EXHIBIT B
Corpus Christi, Texas
�/ day .'1 of� 7)r1 LW_
TO THE MEMBERS OF THE CITY COUNCIL
Corpus Christi, Texas
For the reasons set forth in the emergency clause of the foregoing ordinance an emergency
exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at
three regular meetings; I/we, therefore, request that you suspend said Charter rule and pass this
ordinance finally on the date it is introduced, or at the present meeting of the City Council.
Respectfully, Respectfully,
Council Members
MAYO
THE CITY OF CORPUS CHRISTI
The above ordinance was passed by the following vote:
Mary Rhodes L t r
Cezar Galindo
Leo Guerrero
Betty Jean Longoria
Edward A. Martin
Joe McComb
Dr. David McNichols
Clif Moss
Mary Pat Slavik
045
021336