CONSTRUCTION, OPERATING AND ACCOUNTING AGREEMENT

 EXHIBIT 10.25

                             AMENDED AND RESTATED
               CONSTRUCTION, OPERATING AND ACCOUNTING AGREEMENT
               ------------------------------------------------

                                BY AND BETWEEN

                             VULCAN POWER COMPANY,
                             a Nevada corporation

                                      AND

                      VULCAN/BN GEOTHERMAL POWER COMPANY
                         a Nevada general partnership

TABLE OF CONTENTS
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Page ---- 1. Definitions.......................................................2 2. Operator's Services...............................................2 3. Standard of Services..............................................4 4. Personnel.........................................................5 5. Inspection........................................................5 6. Change in Duties; Notification....................................5 7. Responsibilities of Owner.........................................6 8. Facilities Revenue Fund...........................................6 9. Reimbursement Charges.............................................6 10. Subcontracting....................................................7 11. Term and Termination..............................................7 12. Indemnification...................................................7 13. Non-Waiver of Breach..............................................8 14. Arbitration.......................................................8 15. Attorneys' Fees...................................................9 16. Force Majeure.....................................................9 17. Invalid Provision................................................10 18. Assignment.......................................................10 19. Governing Law....................................................10 20. Entire Agreement - Amendments....................................10 21. Communications...................................................11 i 22. Counterparts.....................................................11 23. Exhibits.........................................................11 24. Third Party Beneficiaries........................................11 25. Headings.........................................................12
ii AMENDED AND RESTATED CONSTRUCTION, OPERATING AND ACCOUNTING AGREEMENT ------------------------------------------------ PREAMBLE THIS AMENDED AND RESTATED CONSTRUCTION, OPERATING AND ACCOUNTING AGREEMENT (the "Agreement") is made as of June 17, 1996, by and between VULCAN POWER COMPANY, a Nevada corporation ("Operator"), and VULCAN/BN GOETHERMAL POWER COMPANY, a Nevada general partnership ("Owner"). RECITALS A. Owner owns the Vulcan Facility located in the Salton Sea Known Geothermal Resource Area ("SSKGRA"). B. Owner intends to operate the Vulcan Facility under the following operating agreements: (i) an Administrative Services Agreement by and between Owner and CalEnergy Operating Company, a Delaware corporation ("CEOC"), pursuant to which CEOC will provide certain administrative services to Owner for the operation of the Vulcan Facility; (ii) an Easement Grant Deed and Agreement Regarding Rights for Geothermal Development by and between Operator and Magma pursuant to which Magma will supply Owner with the right to extract Geothermal Brine and use geothermal brine-derived steam which is necessary to operate the Del Ranch Facility; and (iii) a Power Purchase Contract by and between Owner and Southern California Edison Company. C. Owner desires to exploit Operator's personnel resources, and to that end Owner desires to employ, hire or otherwise retain Operator for purposes of performing the day-to-day operations at the Vulcan Facility. NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements set forth herein, the parties hereto agree as follow: AGREEMENT 1. Definitions. 1. Unless the context shall otherwise require, capitalized terms used and not otherwise defined herein shall have the respective meanings assigned thereto in Schedule Z hereto both of which shall be incorporated by reference herein. 2. Operator's Services. In consideration of the payment by Owner to Operator of the Reimbursement Charges, Operator agrees to perform during the term of this Agreement the following services (the "Services"): (a) Operator shall operate, maintain, and repair (or cause to be operated, maintained, and repaired) the equipment associated with the Vulcan Facility, including all work normally considered part of the operational and maintenance activities for facilities similar to the Vulcan Facility, and shall engage, supervise, and be responsible for any and all personnel and Subcontractors necessary for the continuous operation of the Vulcan Facility. Notwithstanding the provisions of Section 2(f) hereof, when specialized maintenance and repairs to the Vulcan Facility are required which cannot reasonably be performed by Operator, Operator will subcontract with original equipment manufacturers or similarly qualified personnel acceptable to Owner. Said operations, maintenance, and repairs will be provided in accordance with the requirements determined by Owner during the term of this Agreement. Owner may modify, delete or supplement said requirements from time to time as Owner, in its sole discretion, deems appropriate. Notice of any changes or modifications in service requirements which may occur shall be provided by Owner to Operator in writing. If Operator, in the exercise of good faith, believes that an emergency exists and that certain changes or modifications in service requirements are required to avoid or mitigate serious damage to the Vulcan Facility or injury to its personnel or others, Operator may make such changes or modifications, to the extent so necessary and required. (b) Consistent with good engineering and operations practices, Operator shall provide its Services so as to optimize both the profitability of the Vulcan Facility and the useful life of the equipment as well as minimize downtime for repairs. Subject to the provisions of this Agreement, Operator shall provide all labor, material, and equipment necessary for such purposes. (c) Operator shall develop and implement a preventive maintenance program based upon, among other things, information and procedures provided to Operator by Owner, which shall include on-going operational maintenance. This preventive maintenance program shall be implemented and carried out by Operator in accordance with the specifications provided by Owner. (d) Operator shall implement and maintain a Vulcan Facility safety and loss prevention program. Operator shall take all reasonable precautions for the safety of its employees and shall comply with all applicable provisions of federal, state and municipal laws, building codes and insurance policies to prevent accidents or injuries to persons or damage to property within or about the Vulcan Facility. (e) Operator shall maintain, inventory, and procure replacement Spare Parts and specialized tools in order to maximize the continuous operation of the Vulcan Facility, and procure, inventory, and maintain chemicals, consumables and working supplies necessary to carry out the Services. Owner will provide a location for storage of Spare Parts, chemicals, consumables and supplies. (f) Subject to Owner's prior approval, Operator may subcontract to qualified Subcontractors, including, without limitation, Affiliates of Operator, such routine or non-routine work as is necessary to perform scheduled or unscheduled maintenance and repairs, annual inspections, and equipment overhauls; Operator shall supervise all work subcontracted. The subcontracting of any work to outside Subcontractors shall in no way relieve or excuse Operator from any of its obligations under this Agreement with respect to said work. Subcontracts with Affiliates of Operator shall be on a competitive and arms-length basis. All charges associated with work subcontracted by Operator shall be billed to Owner in accordance with Section 9 hereof. (g) Operator shall arrange for scheduled testing and recalibration to assure accuracy of scales, metering units (geothermal and electric) and associated recording devices. (h) Operator shall be responsible for providing security for the Vulcan Facility. (i) Subject to shutdowns for scheduled maintenance, Operator shall to the maximum extent achievable under the law and pursuant to the terms of the Vulcan Power Purchase Contract, use its best efforts to maintain the Vulcan Facility in operation, producing energy at its full rated capacity, twenty-four (24) hours per day, seven (7) days per week throughout the entire year, including legal and other holidays, unless otherwise directed by Owner. (j) At the request of Owner, Operator shall assist Owner in obtaining any franchises, permits, licenses, easements, or rights-of-way necessary for continued operation of the Vulcan Facility. (k) Operator shall employ such staff as is reasonably necessary to perform routine, ministerial record keeping and administrative functions of the Del Ranch Facility as reasonably required by Owner for its use in billings, accounting for receipts and payments, complying with governmental laws and regulations, with generally acceptable accounting principles and with reporting requirements of any Vulcan Facility finance agreement or other agreement of Owner. (l) Operator shall pursue warranty claims on behalf of Owner. (m) Operator shall establish and maintain such bank accounts in the name and on behalf of Owner as may be necessary or desirable for the performance of its obligations hereunder. All such accounts and all amounts from time to time deposited therein shall be and remain the property of Owner and shall be subject to withdrawal by Owner from time to time in its discretion. (n) Operator shall operate the Vulcan Facility in compliance with all permit conditions and applicable laws. (o) Operator shall dispose of all Geothermal Brine Scale and all Partially Spent Geothermal Brine from the operation of the Vulcan Facility (unless utilized by Magma pursuant to Section 2.3.3 of the Easement Agreement) and all Totally Spent Geothermal Brine to the extent Owner is required to dispose thereof pursuant to the Easement Agreement. (p) Operator shall be responsible for discharging all duties and obligations, and protecting all rights, of Owner under the Credit Facility, the Limited Partnership Agreement, the Vulcan Power Purchase Contract and the other Operating Agreements. 3. Standard of Services. Operator agrees to use good faith efforts to perform all Services in accordance with the reasonable, good, and prudent business practices applicable to the geothermal electrical generating production industry and in a manner no less favorable than practices employed by operators of other power production geothermal electrical generating facilities, including, without limitation, Magma. Operator shall exercise its good faith efforts to ensure that: (a) the Vulcan Facility shall at all times be kept in as near "as new" condition, ordinary wear and tear and Owner's operating requirements considered, as can reasonably be achieved; (b) the Services shall be rendered in accordance with manufacturers' and systems designers' specifications as delivered to Operator by Owner; (c) the Vulcan Facility shall at all times be operated and the Services shall at all times be provided in accordance with all of the terms of the Operating Agreements and all applicable codes, governmental requirements or court orders (including, without limitation, all zoning, environmental protection, pollution, sanitary, and safety laws) except to the extent compliance with such requirements has been excused or exempted by the applicable governmental or judicial authority; (d) the Vulcan Facility shall be operated in a manner required such that the Vulcan Facility is a "qualifying facility" as provided in 18-C.F.R. [section]-292.203, as the same may be amended from time to time; and (e) the Vulcan Facility shall be operated at all times in such a manner that it shall comply with all safety and other requirements of insurance policies in effect at said times with respect to the Vulcan Facility or any part thereof and with the reasonable request of insurers and that all warranties with respect to the Vulcan Facility or any part thereof shall be kept in full force and effect. 4. Personnel. Operator shall provide and employ qualified plant management, operations and maintenance personnel in sufficient numbers to accomplish its Services hereunder and to comply with sound engineering and operations practices. During the term of this Agreement, a duly authorized on-site manager shall represent Operator at all times. All personnel shall meet minimum job qualifications associated with their positions as determined mutually by Owner and by Operator. Operator's personnel shall possess experience and training equal to standards generally set within the industry to operate and maintain substantially similar equipment. Operator will use its best efforts to hire competent and experienced personnel at competitive compensation. 5. Inspection. Operator shall ensure that the Vulcan Facility and all records of the Vulcan Facility will at all times be open to Owner for inspection and review of operations and maintenance practices. 6. Change in Duties; Notification. Owner shall notify Operator of the execution or amendment of each Operating Agreement and the Limited Partnership Agreement which affects the Vulcan Facility or the operation thereof and which directly relates to the performance of Operator's duties under this Agreement. Owner shall furnish to Operator a description of the provisions of such agreement or amendment which directly relates to the performance of Operator's duties under this Agreement in sufficient detail to enable Operator to satisfactorily perform its duties hereunder. 7. Responsibilities of Owner. Owner will bear responsibility for, among other things, reviewing and approving all required plans, budgets and schedules in a timely fashion. 8. Facilities Revenue Fund. Subject to the provisions of the Credit Facility and related loan documents regarding accounts: 1. Operator shall deposit all revenues received by Owner in connection with the operation of the Facilities into the Revenue Fund (as defined in the Credit Facility and related loan documents). 2. Operator is authorized to withdraw monies from the Revenue Fund to pay costs of performing its obligations only to the extent that the funds are then available in the Revenue Fund and such payments are authorized pursuant to the terms of this Agreement and the Credit Facility and related loan documents. 9. Reimbursement Charges. 1. In consideration of the provision by Operator to Owner of the Services, within ten (10) days after Owner has received an invoice from Operator specifying the Services rendered to Owner by Operator and the amount of actual costs and expenses incurred by Operator in rendering such Services, Owner shall pay to Operator such specified amount. As used in this Section 9, "actual costs and expenses incurred by Operator" includes, without limitation, (a) the actual cost to Operator of goods and materials used by Operator in rendering Services, (b) the pro rata cost to Operator of personnel providing labor or services in the course of Operator's provision of Services, (c) the portion of the cost of invested capital incurred by Operator for the purchase of machinery and equipment used by Operator in connection with the provision of Services fairly allocable to the use of such machinery and equipment for performing the Services hereunder, taking into consideration factors including the extent to which Operator can reasonably expect to earn a return on its invested capital by utilizing such machinery and equipment for providing services other than to the Vulcan Facility and (d) the actual cost to Operator, without any mark-up by Operator whatsoever, of retaining a Subcontractor, whether an Affiliate of Operator or otherwise, in connection with the provision of Services. 2. With respect to any calculation of actual costs and expenses or any allocation of costs contemplated by Section 9.1 hereof, Owner shall be bound by Operator's determination thereof unless the same is clearly erroneous. 10. Subcontracting. Without limiting the generality of any provision contained herein concerning the same subject matter as this Section 10, in the event Operator determines it to be reasonably necessary to render the Services required hereunder through a Subcontractor, Operator may subcontract with Affiliates of Operator, and Owner hereby consents to such subcontracting for all purposes of this Agreement. For purposes of this Agreement, any Services performed by such Affiliates shall be deemed to have been performed by Operator. 11. Term and Termination. 1. Unless terminated as provided in Section 17 hereof, by written agreement between Owner and Operator as provided in Section 20 hereof, or as hereinafter provided in this Section 11, this Agreement shall remain in effect until, and shall terminate on March 14, 2020. 2. In the event of a material default by either party in the performance of its duties, obligations or undertakings under this Agreement, the other party shall have the right to give written notice to the defaulting party advising such party of the specific default involved and, if within thirty (30) days after such notice the defaulting party shall not have remedied or commenced diligently to remedy the default, the other party shall have the right, in addition to any other rights and remedies it may have, to terminate this Agreement upon ten (10) days' written notice to the defaulting party. 3. Notwithstanding any other provision of this Agreement, and in addition to any other right it may have, Operator shall have the right to terminate this Agreement, effective immediately, if, at any time, Owner is adjudged bankrupt or insolvent, or files a petition in bankruptcy or an answer admitting the material facts recited in such a petition filed by another, or is put or decides to go into dissolution or liquidation (other than in connection with a merger, consolidation or amalgamation), or otherwise discontinues business, makes an assignment for the benefit of its creditors or any other general arrangement with its creditors, becomes insolvent or unable to meet its current payments, or has a receiver or other custodian of any kind appointed to administer any substantial amount of its property, or otherwise seeks to take advantage of any bankruptcy or insolvency statute now or hereafter in effect. 4. If this Agreement is terminated prior to the expiration of its terms, Owner shall, in addition to any other rights, remedies and obligations they may have, pay Operator all amounts due and payable to Operator under Section 9 hereof as of the date the Agreement is effectively terminated. 12. Indemnification. 1. Owner shall defend, indemnify and hold Operator and its agent and employees harmless from and against any and all other liabilities, claims, damages, losses and expenses, including attorneys' fees and costs and expenses of litigation or arbitration, of every kind and nature arising out of the course of performance of this Agreement by Owner or Operator and shall, upon request of Operator, defend all suits arising out of or resulting from the performance of this Agreement by Owner or Operator, provided that such liability, claim, damage, loss or expense is not attributable to the gross negligence or willful misconduct of Operator. 2. Operator shall defend, indemnify and hold Owner and its agents and employees harmless from and against any and all liabilities, claims, damages, losses and expenses, including attorneys' fees and costs and expenses of litigation or arbitration, of every kind and nature arising out of Operator's gross negligence or willful misconduct in the course of Operator's performance of this Agreement and shall, upon request of Owner, defend all suits arising out or resulting from Operator's gross negligence or willful misconduct in the performance of this Agreement. 13. Non-Waiver of Breach. Either party hereto may specifically waive any breach of this Agreement by the other party, but no such waiver shall be deemed to have been given unless such waiver is in writing, signed by the waiving party and specifically designates the breach waived, nor shall any such waiver constitute a continuing waiver of similar or other breaches. 14. Arbitration. All disputes arising under this Agreement shall be settled by arbitration. The party desiring such arbitration shall give written notice to that effect to the other party and in such notice shall appoint as an arbitrator a disinterested person of recognized competence in the area at issue. Within fifteen (15) days thereafter, the other party shall, by written notice to the originating party, appoint a second person similarly qualified as the second arbitrator. The arbitrators thus appointed shall appoint a third person similarly qualified as the third arbitrator, and such three arbitrators shall as promptly as possible determine such matter with the parties, each being entitled to present evidence and argument to the arbitrators; provided, however, that: (a) if the second arbitrator shall not have been appointed as aforesaid, the first arbitrator shall determine such matter; and (b) if the two arbitrators appointed by the party shall be unable to agree upon the appointment of a third arbitrator within fifteen (15) days after the appointment of the second arbitrator, they shall give written notice of such failure to agree to the parties, and, if the parties fail to agree upon the selection of such third arbitrator within fifteen (15) days thereafter, then within ten (10) days thereafter, either of the parties upon written notice to the other party may apply for such appointment to the Federal District Court or District Court in Omaha, Nebraska. The arbitrator or arbitrators shall only interpret and apply the terms and provisions of this Agreement and shall not change any such terms or provisions or deprive either party of any right or remedy expressly or impliedly provided for in this Agreement. The determination of the majority of the arbitrators or the sole arbitrator, as the case may be, shall, to the extent permitted by law, be conclusive upon the parties. The arbitrator or arbitrators shall give written notice to the parties stating their determination, and shall furnish to each a copy of such determination signed by them. In the event of the failure, refusal or inability of any arbitrator to act, a new arbitrator shall be appointed in his stead, which appointment shall be made in the same manner as hereinbefore provided for the appointment of the arbitrator so failing, refusing or unable to act. 15. Attorneys' Fees. If either party hereto commences litigation or arbitration for the judicial or other interpretation, enforcement, termination, cancellation or rescission hereof, or for damages for the breach hereof, the prevailing party in any such action, trial, arbitration or appeal thereon shall be entitled to its reasonable attorneys' fees and court, arbitration and other costs incurred, to be paid by the losing party as fixed by the court or arbitrator in the same or a separate suit, and whether or not such action is pursued to decision or judgment. 16. Force Majeure. 1. Neither Owner nor Operator shall be liable in damages to the other for any act, omission or circumstance ("Event of Force Majeure") occasioned by or in consequence of any acts of God, acts of the public enemy, wars, blockades, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, storms, floods, civil disturbances, explosions, sabotage, the binding order of any court or governmental authority which has been resisted in good faith by all reasonable legal means, Federal, State or local laws, or other event or circumstance not within the control of such party preventing such party from performing its obligations hereunder, whether caused or occasioned by, or happening on account of, the act or omission of one of the parties, not within the control of the party claiming suspension and which by the exercise of due diligence such party is unable to prevent or overcome. 2. Such Events of Force Majeure shall not relieve Owner or Operator of liability in the event of either party's concurring negligence or in the event of either party's failure to use due diligence to remedy the situation and to remove the cause in an adequate manner and with all reasonable dispatch, nor shall such Events of Force Majeure relieve either party of liability unless such party shall give notice and full particulars of the same in writing to the other party within ten (10) days of the occurrence relied on. In no event, however, shall an Event of Force Majeure relieve Owner from the obligation of making payments due under this Agreement at the time of such occurrence. The parties agree that should any Event of Force Majeure remain in existence for a period of six (6) months, this Agreement may be terminated by the party not claiming suspensionof the Agreement under such Event of Force Majeure upon the giving of written notice by such party to the other; provided, however, that such six (6) month period shall be extended for a reasonable time so long as throughout such six (6) month period the party claiming suspension of this Agreement under the Event of Force Majeure has diligently proceeded to terminate the Event of Force Majeure and continues to do so throughout such extension. 17. Invalid Provision. 1. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted; provided, however, that if any of the provisions of Sections 9, or 10 hereof are held invalid or unenforceable by any court or other relevant authority, Owner and Operator shall hold consultations over a period of ninety (90) days, commencing immediately, in an effort to work out satisfactory terms for continuation of this Agreement. If Owner and Operator do not reach agreement within this period, Operator shall have the right to terminate this Agreement, effective immediately. 2. In the event that any provision, term, condition or object of this Agreement may be in conflict with any law, measure, ruling, court judgment (by consent or otherwise), or regulation of the government of the United States of America, and the legal counsel of either party shall advise that in their considered opinion such conflict, or a reasonable possibility of such conflict, exists, then either party may propose to the other appropriate modifications of this Agreement to avoid such conflict. In such case, if an agreement of modification is not reached within ninety (90) days from such proposal, the party making such proposal, after sixty (60) days' written notice to the other party, may terminate the agreement in its entirety as of a date subsequent to such sixty (60) days, and which shall be specified in such notice. 18. Assignment. Subject to Section 10 hereof, neither Owner nor Operator shall grant, assign or otherwise convey any of their respective rights or delegate any of their respective obligations under this Agreement without the prior written consent of the other party which shall not be unreasonably withheld. 19. Governing Law. The existence, validity, construction, operation and effect of this Agreement shall be determined in accordance with and governed by the laws of the State of California. This Agreement shall be construed equally as against the parties hereto, and shall not be construed against the party responsible for its drafting. 20. Entire Agreement - Amendments. This Agreement constitutes the entire agreement of the parties and the provisions hereof shall supersede any and all prior agreements or understandings relating to the same subject matter. Without limiting the generality of the foregoing, from and after the date hereof, the terms of the Construction, Operating and Accounting Agreement dated as of August 30, 1985 (the "Original Construction, Operating and Accounting Agreement") between Owner and Operator shall be amended to read in their entirety as set forth in this Agreement and the terms of this Agreement shall govern and control the rights and obligations of the parties in and with respect to the matters herein set forth, notwithstanding any conflict between the terms of this Agreement and the terms of the Original Construction Operating and Accounting Agreement. This Agreement may be amended only by a writing signed by a duly authorized representative of both parties. 21. Communications. All notices, requests, offers and other communications required or permitted to be made under this Agreement shall be in writing and shall be deemed to have been duly given and received, regardless of when and whether received, either: (a) on the day of delivery, if delivered: To Operator at: Vulcan Power Company 302 South 36th Street, Suite 400-E Omaha, Nebraska 68131 Attention: General Counsel To Owner at: Vulcan/BN Geothermal Power Company 302 South 36th Street, Suite 400-E Omaha, Nebraska 68131 Attention: General Counsel or at such other address as either party most recently may have designated in writing to the other party for such purpose; or (b) on the day sent, when sent by prepaid telex, telegram, cable or radiogram, and confirmed the same day by prepaid first-class registered airmail, addressed to Operator or Owner, as the case may be, at their respective addresses aforesaid. 22. Counterparts. This Agreement may be executed in counterparts and any number of counterparts signed in the aggregate by the parties hereto shall constitute a single original instrument. 23. Exhibits. All exhibits and schedules attached hereto are hereby incorporated herein by this reference. 24. Third Party Beneficiaries. The covenants contained herein are made solely for the benefit of the properties, parties and successors and assigns of such parties as specified herein, and shall not be construed as having been intended to benefit any third party not a party to this Agreement. 25. Headings. The headings herein are for reference only and shall not affect the construction of this Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized officers as of the day and year first above written. OWNER: VULCAN/BN GEOTHERMAL POWER COMPANY, a Nevada general partnership By: VULCAN POWER COMPANY, a Nevada corporation, as General Partner By: /s/ John G. Sylvia Name: John G. Sylvia Title: Senior Vice President OPERATOR: VULCAN POWER COMPANY, a Nevada corporation By: /s/ John G. Sylvia Name: John G. Sylvia Title: Senior Vice President TABLE OF SCHEDULES
Section ------- Schedule "Z" Schedule of Defined Terms 1.1

Basic Info X:

Name: CONSTRUCTION, OPERATING AND ACCOUNTING AGREEMENT
Type: Construction, Operating and Accounting Agreement
Date: July 30, 1996
Company: CALENERGY CO INC
State: Delaware

Other info:

Date:

  • June 17 , 1996
  • March 14 , 2020
  • August 30 , 1985

Organization:

  • Salton Sea Known Geothermal Resource Area
  • Administrative Services Agreement
  • CalEnergy Operating Company
  • Easement Grant Deed
  • Owner and Southern California Edison Company
  • Del Ranch Facility
  • Vulcan Power Purchase Contract
  • Standard of Services
  • Operator to Owner of the Services
  • Federal District Court or District Court
  • Events of Force Majeure
  • Event of Force Majeure
  • the State of California
  • Original Construction Operating and Accounting Agreement
  • Vulcan Power Company
  • Geothermal Power Company
  • Third Party Beneficiaries

Location:

  • Delaware
  • Magma
  • United States of America
  • Omaha
  • Nebraska
  • Nevada

Person:

  • John G. Sylvia Name