Free Response to Supplemental Brief - District Court of Federal Claims - federal

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IN THE UNITED STATES COURT OF FEDERAL CLAIMS COMMONWEALTH EDISON COMPANY Plaintiff, v. UNITED STATES Defendant. ) ) ) ) ) ) ) ) ) )

No. 98-621C Into which has been consolidated No. 04-103C (Judge Hewitt)

DEFENDANT'S RESPONSE TO THE COURT'S ORDER DATED JUNE 1, 2004 Defendant, the United States, respectfully submits this supplemental brief in accordance with the Court's order dated June 1, 2004. As part of this supplemental brief, defendant responds to the brief that Holtec International ("Holtec") submitted to the Court on June 8, 2004, and further addresses the issues identified by the Court in its June 1, 2004 order. DISCUSSION I. THE DOCUMENTS THAT THE GOVERNMENT SEEKS FROM HOLTEC ARE RELEVANT, NOT COMMERCIALLY SENSITIVE, AND CAN BE PROTECTED FROM DISCLOSURE BY A PROTECTIVE ORDER A. Based Upon The Rationale Of This Court's Decision in Tutor-Saliba Corp. v. United States, Holtec's Request For This Court To Quash The Government's Subpoena Is Untimely

In its June 1, 2004 order, the Court asked Holtec to address whether its March 29, 2004 "Brief of Non-Party, Holtec International," should be construed as a motion to quash the Government's subpoena. In its June 8, 2004 response, Holtec notified the Court that the Court should "consider its Brief as a Motion to Quash the subpoena issued to Holtec by Defendant." Holtec Supplemental Brief, at 2. Unfortunately, based upon the rationale of this Court's decision in Tutor-Saliba Corp. v. United States, 30 Fed. Cl. 155 (1993), Holtec did not file a motion to

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quash in a timely manner, precluding consideration of Holtec's March 29, 2004 brief as a "motion to quash." The Tutor-Saliba Court recognized that, pursuant to RCFC 45(c)(2)(B), a person upon whom a subpoena is served has 14 days after service of the subpoena to "serve upon the party or attorney designated in the subpoena written objection to inspection or copying . . . ." Id. at 156 (quoting RCFC 45(c)(2)(B)). The Court also recognized that "[a] subpoena requiring disclosure of privileged matter shall be quashed 'on timely motion.'" Id. (citing RCFC 45(c)(3)(A)). The Tutor-Saliba Court determined that "Rule 45(c)(2) implicitly requires that a motion to quash a subpoena be filed within fourteen days of service, and the rule 45(c)(3) timeliness requirement appears to refer to that period." Id. "The most reasonable construction of the rule," the Court found, "is to read these two sections together; thus, motions to quash must be filed within fourteen days of service." Id. "In other words, a motion to quash a subpoena is a Rule 45(c)(2) 'written objection to inspection or copying.'" Id. The Tutor-Saliba Court denied a motion to quash that was filed more than 14 days after service of the subpoena as untimely. Here, the Government served its subpoena on or about December 31, 2003. Although Holtec provided the Government with overly broad objections to that subpoena on or about January 13, 2004, this Court's docket report does not indicate that Holtec filed those objections with the Court at that time.1 In any event, Holtec plainly did not file a motion to quash the subpoena within 14 days after service of the December 31, 2003 subpoena. It appears that

In its June 8, 2004 supplemental brief, Holtec asserts that it "filed objections to the subpoena on or about January 31, 2004." Holtec Supplemental Brief, at 1. To the extent that Holtec is alleging that it filed those objections with the Court, we can find no support for that assertion in the docketing information on PACER. 2

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Holtec's first request to quash the subpoena was made at the hearing with the Court on May 14, 2004, a substantial time after December 31, 2003. As a result, if Holtec's March 29, 2004 brief in opposition to the Government's motion to compel was deemed a motion to quash, it would be untimely under the rationale identified in Tutor-Saliba. Further, regardless of the timeliness of any such motion, the Government, as Holtec acknowledges in its June 8, 2004 brief, complied with RCFC 45(c)(2)(B) in filing its motion to compel against Holtec. Holtec responded to that motion to compel. In its response, Holtec has not identified any basis for quashing the entirety of the subpoena, as opposed to those portions of the subpoena that allegedly involve "confidential" materials. Accordingly, any request by Holtec to quash the entirety of the Government's subpoena should be denied. B. Holtec Has Not Provided Sufficient Evidence That The Documents Which Defendant Seeks Constitute Confidential Commercial Information

In its June 1, 2004 order, the Court requested that Holtec "[a]ddress whether the information defendant seeks constitutes 'commercial information" and, "if so, provide a detailed explanation of why the information sought is confidential." Order, at 1-2 (June 1, 2004). As identified in the court decision cited in the Court's June 1, 2004 order, "[c]onfidential commercial information is information which, if disclosed, would cause substantial economic harm to the competitive position of the entity from whom the information was obtained." Order, at 2 (June 1, 2004) (quoting Diamond State Ins. Co. v. Rebel Oil Co., 157 F.R.D. 691, 697 (D. Nev. 1994)). However, "[the person asserting confidentiality has the burden of showing that the privilege applies to a given set of documents." Diamond State, 157 F.R.D. at 697. "The claim must be expressly made and supported by a sufficient description of the nature of the documents,

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communications, or things not produced so as to enable the demanding party to contest the claim." Id. at 697-98. The "requisite showings must be made with specific facts, not mere conclusory allegations of confidentiality and/or business harm." Standard Space Platforms Corp. v. United States, 35 Fed. Cl. 505, 507 (1996) (emphasis added). "A generalized, self-serving, conclusory assertion of protection or privilege is without merit." Diamond State, 157 F.R.D. at 698; see Standard Space, 35 Fed. Cl. at 507 ("[w]here the motion for a protective order is premised on the existence of confidential information, the movant must make 'a particularized showing that the information sought to be protected is confidential commercial information . . . .'" (quoting Wall Indus., Inc. v. United States, 5 Cl. Ct. 485, 487 (1984)). In its response to the Court's order, Holtec admits that it faces minimal competition, stating that, including itself, there are only three similarly situated cask manufacturers. Holtec Supplemental Brief, at 4. However, Holtec has not mentioned that the possible market for casks that it and the other two manufacturers will fill over the next 10 or 30 years. If Holtec supplies casks to ComEd alone, Holtec may be manufacturing and selling a substantial number of casks at a cost of, according to ComEd, an enormous sum of money. See Emmert Expert Report, at 33. We acknowledge that the cost to Holtec to develop the dry cask storage system may have been significant. In fact, that is the very reason that the Government is seeking cost information. If Holtec expended millions of dollars in research and development, and is recouping that investment over a period of years, it may be that the cost of the dry cask storage system will remain as it is, and not decrease. Conversely, Holtec may be recouping its research and development costs in the short run and be able, over a period of years, to reduce the cost of the casks. 4

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Holtec claims that the information we seek is highly sensitive, commercial information that could be damaging if it fell into the hands of a competitor. See Holtec Supplemental Brief, at 4. However, we are not seeking any proprietary information relating to the design or manufacture of the system. Nor are we seeking, as Holtec suggests, documents relating to future licensing strategies or project management. We also, contrary to Holtec's suggestion, are not seeking "the knowledge and information acquired by [Holtec employees] concerning Holtec's engineering designs, technological analyses, customer prospects, customer lists, other customer information, [or] supplier and vendor lists and information." Holtec Supplemental Brief, at 6. We are only seeking cost information, including profit and loss statements. Holtec's only representation regarding the sensitive nature of the cost information that we are actually seeking is in the following sentence: "Any information that a competitor could learn concerning Holtec's costs [and] bidding and pricing strategies . . . would greatly harm Holtec's competitive bidding position." Holtec Supplemental Brief, at 5. Yet, Holtec fails to explain how production of any of the information requested would necessarily cause this harm. Instead of identifying specific categories of information that it could produce without touching upon actual confidential information the disclosure of which would cause it harm, Holtec has merely made a blanket representation, without further explanation, that any production would be harmful and that every document it possesses is confidential. This type of blanket representation does not satisfy Holtec's burden of showing "that the privilege applies to a given set of documents," Diamond State, 157 F.R.D. at 697, with a "sufficient description of the nature of the documents, communications, or things not produced so as to enable the demanding party to contest the

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claim," id. at 697-98, rather than merely "[a] generalized, self-serving, conclusory assertion of protection or privilege." Id. at 698. C. Holtec Has Not Established That Disclosure Of The Information Under An Appropriate Protective Order Would Harm Holtec

In addition, the Court ordered Holtec to address "whether disclosure of the information sought by defendant would be harmful to Holtec." Order, at 2 (June 1, 2004). If a party or third party establishes that information sought pursuant to a subpoena constitutes confidential commercial information, "one seeking a protective order must then demonstrate that disclosure might be harmful." American Standard Inc. v. Pfizer Inc., 828 F.2d 734, 740 (Fed. Cir. 1987); see Standard Space, 35 Fed. Cl. at 507 ("movant must demonstrate that disclosure of that information will result in 'a clearly defined and very serious injury to its business"") (quoting United States v. Exxon Corp., 94 F.R.D. 250, 251 (D.D.C.1981) and United States v. IBM Corp., 67 F.R.D. 40, 46 (S.D.N.Y.1975)). Holtec devotes a paragraph of its supplemental brief attempting to establish that production of otherwise confidential information under the terms of an appropriate protective order, which would limit the information's distribution, would still cause harm to Holtec. Holtec Supplemental Brief, at 5. However, "the requisite showings must be made with specific facts, not mere conclusory allegations of confidentiality and/or business harm." Standard Space, 35 Fed. Cl. at 507 (emphasis added). Holtec's assertions fail to meet this burden. We have no objection to Holtec producing documents responsive to the Government's subpoena under a protective order that would limit distribution of the produced material. To the extent that Holtec believes that the existing protective order entered in this case provides

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insufficient protection, we would not object to the Court entering a second protective order, applicable solely to Holtec's production of documents here, that would limit distribution of materials and discussion of the contents of those materials to attorneys from the Department of Justice and the law firm of Jenner & Block, as well as to outside experts and/or consultants who specifically certify that they do and will not compete with Holtec and who apply for and agree not to distribute the produced material or to use the produced material in any manner outside the context of this litigation, including for purposes of future competition with Holtec. The protective order that the Court typically issues in bid protests may provide the appropriate protections. Similarly, protective orders that this Court enters in patent cases may provide an appropriate level of protection, including a provision that this Court has previously entered in a patent case: In connection with independent experts, each party shall disclose in writing to the other party and each Supplying Owner the identity, residence and curriculum vitae of each independent expert at least fourteen (14) days prior to any disclosure of any information coming under this Protective Order to such expert. Such curriculum vitae shall disclose all current and former employers of the independent expert. If a party or a Supplying Owner objects to the selected expert, it shall make its objections known in writing within fourteen (14) days of notification. If agreement on the independent expert cannot be reached, the objecting party or Supplying Owner shall have ten (10) days after making its objections known to seek relief or protective order from the Court. In such a case, no disclosure of the Protected Information shall be made to the expert until the Court has ruled on the objecting party or Supplying Owner's motion for relief or for a protective order. If the objecting party or Supplying Owner fails to seek relief or a protective order within that time, the objection shall be deemed waived and such Protected Information may be disclosed to the independent expert subject only to this Protective Order.

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Rice v. United States, 39 Fed. Cl. 747, 751 n. 8 (1997). By precluding review of materials by employees of the Department of Energy and employees of ComEd, Holtec's concerns regarding harm should be alleviated. Holtec has not alleged, much less established through "specific facts," that either the Department of Justice or Jenner & Block will somehow potentially become business competitors with Holtec. Further, it has not alleged, much less established through "specific facts," that attorneys from either organization will even become customers of Holtec. In fact, Holtec has not identified a single reason to withhold information from attorneys for the parties in this case under the terms of an appropriate protective order that would limit the distribution of that information. Holtec's only stated concern regarding production of information under the existing protective order is that "it would be very difficult to trace the source of a violation of the [existing] protective order . . . ." Holtec Supplemental Brief, at 5. With an appropriate protective order consistent with the terms of the standard protective orders previously discussed, Holtec's concern would be eliminated. Accordingly, Holtec has not satisfied its burden of establishing harm. D. Even Assuming That Holtec Established Harm From The Disclosure Of Confidential Commercial Information, The Information Is Highly Relevant To This Litigation And Should Be Produced

"Where a party seeking a protective order has shown that the information sought is confidential and that disclosure might be harmful, the burden shifts to the party seeking discovery to establish that disclosure of trade secrets or confidential information is relevant and necessary to its case." American Standard, 828 F.2d at 741. In our prior briefing regarding this subject and during the parties' conference on May 14, 2004, we established the relevance of the information that we are seeking from Holtec. The discovery that we are seeking from Holtec 8

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deals with the cost of casks in the nuclear fuel industry. Because the damages that ComEd is claiming rely, in significant part, upon the purchase of casks far into the future, the costs of those casks is a significant portion of the damages claim, particularly as they relate to ComEd's claimed future damages. The Holtec cost discovery is relevant to ComEd's overall damages claim because it is a component of these damages. We are seeking to discover if the costs that ComEd has estimated for future cask purchases are the costs that ComEd is likely to incur or whether, because of competitive factors that are likely to exist in the future, costs will decrease or be less than those that ComEd is claiming. During the recent trial in another SNF case, Indiana Michigan Power Co. v. United States, No. 98-486C (Fed. Cl.), Judge Hodges heard testimony about the costs of casks from Dr. Kris Singh, the current President of Holtec, and recognized the continuing importance of the cost of the casks on the total damages award: Dr. Singh thought the per cask estimate that plaintiff used was reasonable, but we heard little evidence on this issue. Ninety-five casks may be needed, depending on the year of DOE's compliance. Differences in cask procurement costs affects the total substantially. Defendant claims that the only estimate in evidence based on other than Dr. Singh's experience is less than plaintiff projects. Indiana Michigan Power Co. v. United States, No. 98-486C, 2004 WL 1161880, at * 24 (Fed. Cl. May 21, 2004) (emphasis added). It is essential that we be allowed an opportunity thoroughly investigate and evaluate, with appropriate evidence, the costs that are likely to exist in the future and the likelihood that competition will have upon these far-into-the-future costs. The requested discovery is also relevant to ComEd's mitigation efforts because it may reflect whether ComEd has used, or expects to use, the most cost efficient casks under the circumstances or whether,

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instead, ComEd's estimates of future costs are inflated by reliance upon casks containing unnecessary features or functions that ComEd might never purchase. Courts generally permit the production of cost information from parties to a litigation and third parties alike on a routine basis. Parties and third parties to litigation alike rely on protective orders to protect the release of confidential information to a wider audience outside of the litigation. Holtec has not distinguished its business from the many other businesses that regularly are called upon to produce documents in the context of litigation just like this one. Holtec has not made a case for withholding its documents on the basis that they are commercially sensitive. II. THE GOVERNMENT IS ENTITLED TO DISCOVERY THAT WILL ALLOW IT TO EVALUATE PLAINTIFF'S FUTURE COST ESTIMATES

In its June 1, 2004 order, the Court has requested that the parties address "the legal basis for allowing defendant to examine the reasonableness of plaintiff's overall damages claim." Order, at 2 (June 1, 2004). In responding to the Court's inquiry, it is essential that the Court consider the type of damages claim that ComEd is presenting and to which the Government must respond. In seeking information from Holtec, only a small portion of our request is focused upon investigating the "reasonableness" of costs that ComEd has incurred and for which it seeks reimbursement, although we certainly are entitled to challenge the necessity of those costs and to challenge ComEd's assertions that the Government's delay "caused" all of those costs to be incurred.2 To the contrary, although ComEd's damages claims contain some costs that ComEd

As we have explained in other briefing, ComEd would possess SNF and would have to store that SNF regardless of the Government's delay in beginning SNF acceptance under the Standard Contract. Accordingly, regardless of the Government's delay, ComEd would still have to incur many costs to store its SNF. The Government should not be responsible for paying costs that, even had there been no delay, ComEd would still have incurred. 10

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alleges have already been incurred, a substantial portion of its claimed costs relate to costs that it is has not yet incurred, that it alleges it will incur far into the future, and that it seeks to recover now rather than when the future costs are incurred. ComEd does not have any hard documentary evidence, such as invoices that it has paid or contracts establishing definitive prices for future work, to establish these future costs. Instead, it is relying upon its own estimates of what it (or, at least, its expert) thinks costs will be in the distant future for such items as storage casks and dry storage construction. The Government plainly is entitled to discovery that would allow it to make a reasonable evaluation of the likely future costs of storage casks and dry storage facility construction. As the Court is aware, the costs that ComEd is claiming for storage casks and dry storage construction constitute a large portion of its $784.8 million total claim. Regardless of whether the Government is entitled to evaluate the "reasonableness" of ComEd's damages claim, the Government is certainly entitled independently to evaluate what costs in the future are likely to be and to present its own evidence, in response to ComEd's presentation of its case, to establish that, rather than the cost estimates that ComEd is proposing for future costs, future costs are more likely to be an alternative number that the Government presents. To identify these likely future costs, the Government should be entitled to gather the necessary information that would allow it to conduct the analyses leading to an identification of likely future costs, based upon future likely competitive pressures and costs. In any event, in defending against ComEd's damages claims, the Government is certainly entitled to consider, and challenge, the "reasonableness" of ComEd's claimed costs, particularly when they involve the extensive amount of future cost estimating presented in ComEd's damages 11

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claim. The Government is not simply required to accept ComEd's estimates of future costs. ComEd has not incurred those costs, does not have contracts requiring ComEd to incur those costs, and does not have any other documentation evidencing an obligation to purchase specific items in the future at specific prices. Further, with regard to costs that ComEd has incurred, we should be entitled to consider whether ComEd could have purchased less expensive casks that would have satisfied its needs or otherwise avoided other costs, both from the standpoint of causation of particular costs, from the standpoint that ComEd's incurred damages must be at the least cost to the Government, see Northern Helex Co. v. United States, 207 Ct. Cl. 862, 875, 524 F.2d 707, 713 (1975), and from the standpoint of ComEd's obligation to mitigate at the least cost to the Government. Accordingly, the "reasonableness" of ComEd's damages claim is plainly at issue in this case. Particularly in situations in which the cost of a particular item is being estimated, a party is entitled to challenge the "reasonableness" of a claimed cost. While this litigation is not governed by the Federal Acquisition Regulation ("FAR"), the regulations that govern other contract disputes involving the United States are instructional here. Pursuant to FAR § 31.201-2, "reasonableness" plays an important role in determining if a cost is allowable within the framework of general contracting principles: (a) A cost is allowable only when the cost complies with all of the following requirements: (1) Reasonableness.

48 C.F.R. § 31.201-2. The regulations define reasonableness as a cost that, "in its nature and amount, . . . does not exceed that which would be incurred by a prudent person in the conduct of

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competitive business. Reasonableness of specific costs must be examined with particular care in connection with firms or their separate divisions that may not be subject to effective competitive restraints." 48 C.F.R. § 31.201-3; see Nager Elec. Co. v. United States, 194 Ct. Cl. 835, 442 F.2d 936, 945 (1971) (evaluating reasonableness of claimed costs where the "objective focus is on the costs that would have been incurred by a prudent businessman placed in a similar overall competitive situation," viewed in the light, under a subjective standard, "of a particular contractor's costs"). III. THE INFORMATION THAT THE GOVERNMENT SEEKS IS RELEVANT BOTH TO PLAINTIFF'S OVERALL DAMAGES CLAIM AND TO PLAINTIFF'S EFFORTS TO MITIGATE ITS DAMAGES

The Court's June 1, 2004 order also requests that the parties identify whether "the information that defendant seeks [is] relevant to plaintiff's overall damages claim, versus the portion attributable to plaintiff's mitigation efforts" and, further, whether "plaintiff's entire damages claim [is] attributable to its mitigation efforts." Order, at 2 (June 1, 2004). Given that ComEd is seeking as damages in this litigation those costs that it claims it will incur in the future allegedly because of the Government's delay in accepting SNF, and because those damages include those matters about which we are seeking information from Holtec, including information regarding cask costs and dry storage construction, our request for information is directly relevant to ComEd's affirmative damages claims. The basic rule for calculating damages in a common law breach of contract case is to determine the amount necessary "to put the injured party in as good a position as that in which he would have been put by full performance of the contact, at least cost to the defendant and without charging him with harms that he had no sufficient reason to foresee when he made the contract." Northern Helex 13

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Co. v. United States, 524 F. 2d 707, 713 (Ct. Cl. 1975) (citing Restatement (First) of Contracts § 329 cmt. a (1932); see Wells Fargo Bank v. United States, 88 F.3d 1012, 1021 (Fed. Cir. 1996) (quoting Estate of Berg v. United States, 231 Ct. Cl. 466, 469, 687 F.2d 377, 379 (1982)). The Court should not award damages that would result in a windfall for the plaintiff. Alaska Pulp Corp. v. United States, 59 Fed. Cl. 400, 413 (2004). "The non-breaching party should not be placed in a better position through the award of damages than if there had been no breach." Id. Here, we are seeking information that will allow us to evaluate whether ComEd is actually likely to incur costs in the future in the amounts and in the manner in which ComEd alleges. Without this information, it will be much more difficult to evaluate ComEd's asserted estimates and predictions of future actions, activities, and costs. Further, ComEd has an affirmative duty to mitigate its costs. Damages are not recoverable for any loss that the injured party could have avoided without undue risk, burden, or humiliation. Restatement (Second) of Contracts § 350, at 126 (1981), quoted in Sun Cal, Inc. v. United States, 25 Cl. Ct. 426, 432 n.10 (1992); see Midwest Indus. Painting of Fla. v. United States, 4 Cl. Ct. 124, 133 (1983) ("a nonbreaching or injured party must take reasonable steps to avoid incurring damage as a result of the other party's action"). The doctrine of mitigation requires a non-defaulting party to act within a reasonable period of time after default to mitigate damages. E.g., Quiman, S.A. de C.V. v. United States, 39 Fed. Cl. 171, 185-86 (1997), aff'd, 178 F.3d 1313 (Fed. Cir. 1999) (unpublished); International Fidelity Ins. Corp. v. United States, 25 Cl. Ct. 469, 479-80 (1992). This Court, in the context of another SNF case, stated that "[m]itigation efforts are measured by a standard of reasonableness" and that "[r]easonableness is determined from the facts and circumstances of each case." Indiana Michigan Power Co. v. 14

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United States, No. 98-486C, 2004 WL 1161880, at *3 (Fed. Cl. May 21, 2004). Here, ComEd was, and is, required to mitigate any costs that have been or will be incurred in response to the Government's delay. As part of this effort, ComEd must ensure that it is not purchasing casks at an unnecessary expense or otherwise unnecessarily incurring costs with the thought that it will merely pass these costs to the Government. To the contrary, it must act as a "gate-keeper" to ensure that it incurs costs wisely and prudently. The Government is entitled to investigate whether ComEd has done so and whether its projections of its actions in the future are consistent with that role. CONCLUSION For the foregoing reasons, and those identified in our prior briefing regarding our motion to compel production of documents from Holtec, we respectfully request that the Court grant our motion and compel Holtec to produce the requested documentation. Respectfully submitted, PETER D. KEISLER Assistant Attorney General s/ David M. Cohen DAVID M. COHEN Director

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OF COUNSEL: SHARON A. SNYDER STEPHEN FINN SONIA ORFIELD Commercial Litigation Branch Civil Division Department of Justice Washington, D.C. 20530 JANE K. TAYLOR Office of General Counsel Department of Energy Washington, D.C. 20585 June 15, 2004

s/ Harold D. Lester, Jr. HAROLD D. LESTER, JR. Assistant Director Commercial Litigation Branch Civil Division Department of Justice Attn: Classification Unit 8th Floor 1100 L Street, N.W. Washington, D.C. 20530 Tele: (202) 305-7562 Fax: (202) 307-2503

Attorneys for Defendant

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CERTIFICATE OF FILING AND SERVICE I hereby certify that on this 15th day of June, 2004, a copy of foregoing "DEFENDANT'S RESPONSE TO THE COURT'S ORDER DATED JUNE 1, 2004" was filed electronically. I understand that notice of this filing will be sent to all parties by operation of the Court's electronic filing system. Parties may access this filing through the Court's system. I further certify under penalty of perjury that, on this 15th day of June 2004, I caused to be placed in the United States mail (first-class mail, postage prepaid), and served by telecopy (by 5:00 p.m. EDT), a copy of "DEFENDANT'S RESPONSE TO THE COURT'S JUNE 1, 2004 ORDER," addressed as follows: FRANCIS P. MANERI Dilworth Paxson LLP 457 Haddonfield Rd., Suite 700 Cherry Hill, NJ 08034 FAX: (856) 663-8855 LAURENCE STORCH Dilworth Paxson LLP 1818 N Street, N.W. Suite 400 Washington, D.C. 20036 (202) 452-0900 FAX: (202) 452-0930

s/ Harold D. Lester, Jr.