UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-19343
Valley Systems, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
34-1493345
(IRS Employer Identification Number)
11580 Lafayette Drive, NW, Canal Fulton, Ohio
44614 (Address of principal executive
offices)(zip code)
Registrant's telephone number, including area code: (330) 854-4526
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [ X ] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
As of August 31, 1998: (a) 7,906,617 shares of Common Stock, $.01 par
value, of the registrant were outstanding; (b) 2,072,872 shares of Common Stock
were held by non-affiliates; and (c) the aggregate market value of the Common
Stock held by non-affiliates was $2,202,427, based on the closing sale price of
$1.0625 per share on August 31, 1998.
<PAGE>
The Registrant is hereby filing Amendment No. 1 to Form l0-K for the
fiscal year ended June 30, 1998, for the purpose of filing Exhibits 10.25 and
21.1 and removing the "X" from the box on the cover page which indicates that no
Item 405 disclosure has been made.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, FINANCIAL STATEMENT
SCHEDULES AND REPORTS ON FORM 8-K
A. (1) Financial Statements Filed
Valley Systems, Inc. and Subsidiaries:
Report of Independent Accountants.
Consolidated Balance Sheets at June 30, 1998 and
1997.
Consolidated Statements of Income for the years ended
June 30, 1998, 1997 and 1996. Consolidated Statements
of Stockholders' Equity for the years ended June 30,
1998, 1997 and 1996. Consolidated Statements of Cash
Flows for the years ended June 30, 1998, 1997 and
1996. Notes to Consolidated Financial Statements.
(2) Exhibits
No. Description of Exhibit
2.1 Asset Purchase Agreement between Registrant and HydroChem Industrial
Services, Inc. dated September 8, 1998 (19)
3.1 Restated Certificate of Incorporation of Registrant. (1)
3.2 Certificate of Amendment of Certificate of Incorporation of Registrant.(16)
3.3 By-laws of Registrant (as amended). (16)
4.1 Form of Designation of Rights and Preferences of the Series A Preferred
Stock. (1)
4.2 Form of Designation of Rights and Preferences of the Series B Preferred
Stock. (1)
4.3 Certificate of Designation of Rights and Preferences of Series C Preferred
Stock. (15)
4.4 Specimen Certificate of Common Stock. (1)
4.5 Form of Underwriter's Warrant Agreement. (1)
4.6 1991 Stock Option Plan, and Form of Agreement. (1)(13)
4.7 Warrant Grant Agreement dated June 2, 1994 between the Registrant and
Rollins Investment Fund. (14)
10.1 Employment Agreement, dated as of March 13, 1991, between the Registrant
and Eugene R. Valentine. (1)
10.2 Business Development Contract between the Registrant and the Aberlyn Group,
Inc. dated as of October 1, 1990. (1)
10.3 Agreement and Undertaking dated April 29, 1991 by and among the Registrant,
Eugene R. Valentine, Aberlyn Group, Inc., Lawrence Hoffman and Robert M.
Rubin. (1)
10.4 Form of Voting Trust Agreement between Eugene R. Valentine and the Aberlyn
Group, Inc. (1)
10.5 Letter dated March 15, 1991, to Aberlyn Group, Inc., respecting sale of
Common Stock to Consultant in certain events. (1)
10.6 Lease between the Registrant and Eugene R. Valentine and Cynthia J.
Valentine dated as of November 1, 1988 as amended in March 1991. (1)
10.7 Securities Purchase Agreement dated December 16, 1991 between Rollins
Investment Fund ("RIF") and the Registrant. (2)
10.8 Stock Purchase Agreement, dated June 12, 1992, among Eugene R. Valentine,
Nicholas J. Pace and Rollins Investment Fund. (3)
10.9 Reorganization Agreement dated July 31, 1992 between Registrant and the
stockholders of BMW Industrial Services, Inc., and exhibits thereto. (4)
<PAGE>
10.10 Agreement dated July 31, 1992 between Registrant and Power City Industrial
Services, Inc. (4)
10.11 Loan Agreement from Rollins Investment Fund to Eugene R. Valentine and
Cynthia J. Valentine, dated October 14, 1992. (5)
10.12 Loan Agreement from Eugene R. Valentine to Registrant, dated October 16,
1992. (5)
10.13 Standby and Subordination Agreement from Eugene R. Valentine and Cynthia
J. Valentine to Fifth Third Bank. (5)
10.14 Credit and Security Agreement dated December 30, 1991 by and among the
Fifth Third Bank, the Registrant, Valley Systems of Ohio, Inc. and
Diversified Specialty Enterprises, Inc. (6)
10.15 Lease agreements between Munco Development Company and the Registrant with
respect to leases of office space at Crescent Pointe Building, Canton,
Ohio. (6)
10.16 Amendment No.1, dated as of November 16, 1992, to the Credit and Security
Agreement, dated as of December 31, 1991, by and between Registrant and
the Fifth Third Bank. (7)
10.17 Amendment No. 2, dated as of July 20, 1993, to the Credit and Security
Agreement, dated as of December 30, 1991, by and between the Registrant
and the Fifth Third Bank. (8)
10.18 Equipment Lease Agreement and Riders No. 1 & No. 2 by and between the
Registrant and Ally Capital Corporation dated December 18, 1992. (9)
10.19 Letter Agreement dated September 9, 1993 between Ally Capital Corporation
and the Registrant and Subordination and Security Agreement made as of
September 9, 1993 between Ally Capital Corporation and Rollins Investment
Fund. (9)
10.20 Loan and Security Agreement, dated as of June 29, 1994 by and between
Registrant and Rollins Investment Fund. (15)
10.21 Term Note dated June 29, 1994 from Registrant to Rollins Investment Fund.
(15)
10.22 First Amendment to Term Note dated September 2, 1994 by and between
Registrant and Rollins Investment Fund. (15)
10.23 First Amendment to Loan and Security Agreement dated March 28, 1995 by and
between Registrant and Rollins Investment Fund. (16)
10.24 Second Amendment to Loan and Security Agreement dated November 5, 1996 by
and between Registrant and Rollins Investment Fund. (18)
10.25 Purchase Order dated June 11, 1998 between Ohio Edison/Pennsylvania Power
Company and the Registrant (20)(21)
16.1 Letter dated July 8, 1993 from Valley Systems, Inc. to Feldman, Radin &
Co., P.C. terminating the auditor's services. (10)
21.1 Subsidiaries of the Registrant. (20)
27.1 Financial Data Schedule. (19)
__________________________________________________
(1) Hereby incorporated by reference to the filing of the Registrant's
Registration Statement on Form S-1 declared effective by the SEC on June
11, 1991.
(2) Hereby incorporated by reference to the filing of the Schedule 13D of
Rollins Investment Fund, dated December 20, 1991.
(3) Hereby incorporated by reference to the filing of the Schedule 13D of
Rollins investment Fund, dated June 18, 1992.
(4) Hereby incorporated by reference to the filing of the Registrant's Form 8-K
dated August 10, 1992.
(5) Hereby incorporated by reference to the filing of the Registrant's Form 8-K
dated October 30, 1992.
(6) Hereby incorporated by reference to the filing of the Registrant's Form
10-K dated November 6, 1992.
(7) Hereby incorporated by reference to the filing of the Registrant's Form 8-K
dated December 21, 1992.
(8) Hereby incorporated by reference to the filing of the Registrant's Form 8-K
dated July 30, 1993.
(9) Hereby incorporated by reference to the filing of the Registrant's Form
10-K dated September 24, 1993.
(10) Hereby incorporated by reference to the filing of the Registrant's Form 8-K
dated July 9, 1993.
<PAGE>
(11) Hereby incorporated by reference to the filing of the Registrant's Form10-Q
dated February 11, 1994.
(12) Hereby incorporated by reference to the filing of the Registrant's Form 8-K
dated June 29, 1994.
(13) This is a compensatory plan or arrangement.
(14) Hereby incorporated by reference to the filing of the Registrant's Form 8-K
dated September 2, 1994.
(15) Hereby incorporated by reference to the filing of the Registrant's Form
10-K dated September 26, 1994.
(16) Hereby incorporated by reference to the filing of the Registrant's Form
10-K dated September 25, 1995.
(17) Hereby incorporated by reference to the filing of the Registrant's Form
10-K dated September 24, 1996.
(18) Hereby incorporated by reference to the filing of the Registrant's Form
10-K dated September 22, 1997.
(19) Previously filed.
(20) Included as an exhibit in this Form 10-K.
(21) The Company has applied for confidential treatment of portions of this
Agreement. Accordingly, portions thereof have been omitted and filed
separately with the Securities and Exchange Commission.
Reports on Form 8-K filed during the three months ended June 30, 1998
None
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant had duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
VALLEY SYSTEMS, INC.
December 4, 1998 By:/s/ Dennis D. Sheets
__________________________________________
Dennis D. Sheets
Vice President and Chief Financial Officer
EXHIBIT 10.25
CONFIDENTIAL TREATMENT REQUESTED
Confidential portions of this Agreement which have been
redacted are marked with brackets ("[*]"). The omitted
material has been filed separately with the Securities and
Exchange Commission.
<TABLE>
<S> <C>
PURCHASE ORDER Purchase Order No. S 2 159689
Ohio Edison/Pennsylvania Power Company Date: 06/11/1998
76 S. Main. St. Page: 1
Akron, OH 44308
Vendor: 2 050651 DIRECT ALL COMMUNICATION TO THE ATTENTION OF:
BUYER NAME: DEBORAH A. INKS
BUYER PHONE: 330-384-5535
FAX NUMBER: 330-384-3879
BILL TO:
VALLEY SYSTEMS, INC. SEE TEXT OF ORDER FOR
P.O. BOX 603 BILLING INSTRUCTIONS
11580 LAFAYETTE N.W.
CANAL FULTON, OH 44614 SHIP TO:
OHIO EDISON/PENN POWER
SEE BELOW
</TABLE>
THE PURCHASE ORDER NUMBER AND APPLICABLE ITEM I.D. MUST APPEAR ON ALL PACKAGES,
INVOICES, SHIPPING MEMOS, BILLS OF LADING AND BOTH PURCHASE ORDER NUMBER AND
BUYER'S NAME ON CORRESPONDENCE; OTHERWISE, PAYMENT OF INVOICES MAY BE DELAYED.
FURNISH THE FOLLOWING SUBJECT TO TERMS AND CONDITIONS INCLUDED WITH THIS ORDER.
ACKNOWLEDGEMENT IS NOT REQUIRED UNLESS PRICE OR DELIVERY INFORMATION VARIES FROM
THIS ORDER.
_______________________________________________________________________________
**FIRST ENERGY PURCHASE ORDER NOTICE**
ATTENTION SUPPLIER:
THIS PURCHASE ORDER IS PART OF A CONSOLIDATED PURCHASE AUTHORIZATION BY THE
FIRSTENERGY SUPPLY CHAIN DEPARTMENT INCORPORATIING THE REQUIREMENTS OF OHIO
EDISON, PENNSYLVANIA POWER, CLEVELAND ILLUMINATING (OR THE ILLUMINATING COMPANY)
AND TOLEDO EDISON OPERATING COMPANIES AS A RESULT OF THE NOVEMBER 1997 MERGER
BETWEEN OHIO EDISON AND CENTERIOR ENERGY.
IF YOU DO NO NOT HAVE THE PURCHASE ORDER DOCUMENTS FROM THE RESPECTIVE OPERATING
COMPANIES REFERENCED HEREIN, PLEASE CONTACT THE BUYER NAMED ABOVE IMMEDIATELY.
IN JANUARY, 1999 WE WILL COMBINE THE INDIVIDUAL PURCHASE ORDERS INTO ONE
PURCHASE ORDER USING A NEW COMPUTER SYSTEM.
ANY QUESTIONS YOU MAY HAVE SHOULD BE ADDRESSED TO THE BUYER'S ATTENTION. (SEE
NAME AND PHONE NUMBER ABOVE).
YOUR COOPERATION DURING THIS TRANSITION IS GREATLY APPRECIATED.
*OHIO EDISON COMPANY ACTING ON ITS OWN BEHALF AND AS AN AGENT FOR THE
PENNSYLVANIA POWER COMPANY, OPERATING AGENT FOR THE CAPCO COMPANIES (OHIO
(CONTINUED NEXT COLUMN)
EDISON COMPANY, PENNSYLVANIA POWER COMPANY, DUQUESNE LIGHT COMPANY, TOLEDO
EDISON COMPANY AND CLEVELAND ELECTRIC ILLUMINATING COMPANY), AND AS OPERATING
AGENT FOR THE SAMMIS COMPANIES (OHIO EDISON COMPANY, PENNSYLVANIA POWER COMPANY
AND DUQUESNE LIGHT COMPANY): (OWNER)
*FOR OHIO SITES, THE AGREEMENT AND PURCHASE SHALL BE GOVERNED IN ALL RESPECTS BY
THE LAWS OF THE STATE OF OHIO, AND ONLY THE COURTS OF OHIO, OR FEDERAL COURTS IN
OHIO, SHALL HAVE JURISDICTION HEREOF.
*FOR PENNSYLVANIA SITES, THE AGREEMENT AND PURCHASE SHALL BE AND IS DEEMED TO
BE, ONE MADE UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA ONLY AND SHALL
BE CONSTRUED AND GIVEN EFFECT IN ACCORDANCE WITH THE LAWS OF PENNSYLVANIA AND
NOT OTHERWISE.
THE OHIO EDISON/PENNSYLVANIA POWER COMPANY SUBSTANCE ABUSE TESTING PROGRAM, COPY
ATTACHED, SHALL APPLY FOR ANY SERVICES PROVIDED UNDER THIS PURCHASE ORDER.
TERMINATION
____________________
CONTINUED ON NEXT PAGE
FOB TERMS SHIP VIA SIGNED AS STATED BELOW
JOB SITE 0.000% NET 30 D BEST WAY BY:_________________________________
MANAGER, PURCHASING AND MATERIALS
MANAGEMENT DEPT.
SHIPMENT QUOTED
<PAGE>
<TABLE>
<S> <C>
* THIS AGREEMENT MAY BE TERMINATED BY OHIO EDISON COMPANY, IN DUPLICATE AND ADDRESSED TO OHIO EDISON COMPANY AND
FOR CAUSE IMMEDIATELY UPON WRITTEN NOTICE TO THE MAILED TO THE LOCATION THAT WORK WAS PERFORMED.
CONTRACTOR. INVOICES ARE TO CONTAIN THE DATE THE WORK WAS
PERFORMED, JOB NAME, NAME OF REQUESTOR, AND PURCHASE
* EXCEPT AS MAY BE PROVIDED OTHERWISE ELSEWHERE HEREIN AND ORDER NUMBER: S2159689.
IN THE ABSENCE OF A BREACH BY THE CONTRACTOR, OHIO EDISON
COMPANY MAY POSTPONE, SUSPEND OR CANCEL WORK BY THE W.H. SAMMIS PLANT
CONTRACTOR AND AT OHIO EDISON COMPANY'S DISCRETION, OHIO EDISON COMPANY
TERMINATE THE AGREEMENT WITHOUT CAUSE WITH THIRTY (30) P.O. BOX 176, ROUTE 7
DAYS PRIOR NOTICE BEING GIVEN. STRATTON, OHIO 43961
* OBLIGATIONS OF OHIO EDISON COMPANY PURSUANT TO THIS R.E. BURGER PLANT
PROVISION SHALL BE LIMITED TO PAYMENT FOR SERVICES OHIO EDISON COMPANY
SATISFACTORILY AND PROPERLY RENDERED AND IN PROPORTION TO 57246 FERRY LANDING ROAD
THE ACTUAL WORK PERFORMED BY THE CONTRACTOR. SHADYSIDE, OHIO 43947
CORPORATE STANDING ORDER MILES PLANT
OHIO EDISON/PENNSYLVANIA POWER COMPANY OHIO EDISON COMPANY
VARIOUS LOCATIONS 1047 BELMONT AVENUE
JUNE 15, 1998 THROUGH JUNE 14, 2001 NILES, OHIO 44446
EDGEWATER PLANT
PER DIEM CHARGES AND MILEAGE CHARGES ARE ELIMNATED FROM OHIO EDISON COMPANY
PERSONNEL FROM CANAL FULTON, CANTON, STEUBENVILLE, AND 200 OBERLIN AVE.
CANTON OHIO LOCATIONS. LORAIN, OH 44052
PER DIEMS AND MILEAGE WILL APPLY FOR INDIVIDUALS FROM FOR WORK PERFORMED AT PENNSYLVANIA POWER LOCATIONS,
OTHER AREAS WITH PRE-APPROVED AUTHORIZATION SIGNED BY THE INVOICES SHALL BE FORWARDED IN DUPLICATE AND
OHIO EDISON/PENNSYLVANIA POWER COMPANY CONTRACT ADDRESSED TO PENNSYLVANIA POWER COMPANY AND MAILED TO
COORDINATOR. THE LOCATION THAT WORK WAS PERFORMED. INVOICES ARE
TO CONTAIN THE DATE THE WORK WAS PERFORMED, JOB NAME,
THESE CHARGES WILL ONLY APPLY FOR LARGE PROJECTS AS NAME OF REQUESTOR, AND PURHCASE ORDER NUMBER:
DEFINED BY JOBS REQUIRING MORE THAN 15 PEOPLE AND FROM S2159689
INDIVIDUALS REQUIRED FROM OUTSIDE THE DEFINED AREAS.
PLANT CONTACTS
FOR LARGE PROJECTS REQUIRING OVERNIGHT STAYS, PER DIEM AND
MILEAGE WILL APPLY FOR INDIVIDUALS FROM CANAL FULTON, BRUCE MANSFIELD PLANT
CANTON, AND WARREN, OHIO ONLY AS PRE-AUTHORIZED BY OHIO PLANT CONTACT:
EDISON/PENNSYLVANIA POWER COMPANY CONTRACT COORDINATOR, OR DON SWIGER
DESIGNATED REPRESENTATIVE. (724) 643-5000 EXTENSION 2257
CONTRACTOR TO FURNISH NECESSARY SUPERVISION, LABOR, TOOLS, W.H. SAMMIS PLANT
MISCELLANEOUS MATERIALS AND EQUIPMENT AS SPECIFIED FOR PLANT CONTACTS:
PROVIDING INDUSTRIAL POWER WASHING SERVICES AS PRIMARY MARV MCINTOSH - OPERATIONS SUPERVISOR
CONTRACTOR AND PRIMARY VACUUM SERVICES FOR A THREE (3) UNITS 5-7
YEAR PERIOD WITH TWO (2), ONE (1) YEAR RENEWAL OPTIONS, AS (740) 537-6415
REQUIRED FOR THE SPECIFIED PLANTS IN THE OHIO
EDISON/PENNSYLVANIA POWER SYSTEM. DON PYTASH - OPERATIONS SUPERVISOR
UNITS 1-4
BILLING INSTRUCTIONS (740) 537-6307
FOR WORK PERFORMED AT OHIO EDISON LOCATIONS, INVOICES MILES PLANT
SHALL BE FORWARDED DAN ROGATO - MAINTENANCE SUPERVISOR
(216) 652-430 EXTENSION 7320
NEW CASTLE PLANT
CHUCK FERRELL - DIRECTOR, MAINTENANCE
(724) 535-1814
(CONTINUED ON NEXT COLUMN)
BURGER PLANT
HUGH BULLOCK - OPERATIONS SUPERVISOR
(740) 671-2900 EXTENSION 2903
CONTINUED ON NEXT PAGE
</TABLE>
<PAGE>
<TABLE>
<S> <C>
[*] - Confidential Treatment Requested
PURCHASE ORDER Purchase Order No. S 2 159689
Ohio Edison/Pennsylvania Power Company Date: 06/11/1998
76 S. Main. St. Page: 3
Akron, OH 44308
__________________________________________________________________________________________________________________________
OPERATOR
EDGEWATER PLANT STRAIGHT TIME $[*]/HR
OVERTIME/WEEKEND $[*]/HR
PLANT CONTACT: HOLIDAY $[*]/HR
BOB ARMBURGER - DIR. PROD. & MTCE.
(440) 246-7023
TECHNICIAN
ALL COMMERCIAL QUESTIONS SHALL BE DIRECTED TO: DEBORAH A. STRAIGHT TIME $[*]/HR
INKS OVERTIME/WEEKEND $[*]/HR
HOLIDAY $[*]/HR
ALL SITE-RELATED QUESTIONS SHALL BE DIRECTED TO THE SHUTDOWN SUPERVISOR*
IDENTIFIED PLANT STRAIGHT TIME $[*]/HR
OVERTIME/WEEKEND $[*]/HR
INFORMATION REQUIRED HOLIDAY $[*]/HR
____________________
*SHUTDOWN SUPERVISOR WILL BE USED ONLY FOR LARGE
1. RESUMES OF KEY ON-SITE PERSONNEL, THEIR TITLE, TURNAROUNDS WITH THE PRIOR AUTHORIZATION OF FIRST
RESPONSIBILITIES AND AUTHORITY. ENERGY CORPORATION.
2. SAFETY AND INDUSTRIAL HEALTH PROCEDURES AND QUALITY HYDROBLAST SERVICES
___________________
CONTROL PROCEDURES. EQUIPMENT RATES:
WATERBLASTER, MODEL 10-150 $[*]/HR
3. INSURANCE CERTIFICATES AS REQUIRED BY CONTRACT. WATERBLASTER, MODEL 10-250 $[*]/HR
WATERBLASTER, MODEL 20-250 $[*]/HR
4. CONTRACT DOCUMENT AS SHOWN ON THIS REQUEST FOR SUPER PUMPER (10,000 P.S.I.,
PROPOSAL FORM. 500 G.P.M.) $[*]/HR
PRESSURE WASHER $[*]/HR
WORK SHALL BE PERFORMED IN ACCORDANCE WITH THE CONTRACT UHP DIESEL UNIT $[*]/HR
AND SPECIFICATIONS DOCUMENT WHICH INCLUDES:
PERSONNEL RATES:
EXHIBIT A - SPECIFICATIONS -GENERAL PROVISIONS WB SUPERVISOR
EXHIBIT B - SCHEDULE OF COMPENSATION STRAIGHT TIME $[*]/HR
EXHIBIT B1 - JOB SUPPLIES OVERTIME/WEEKEND $[*]/HR
EXHIBIT C - SPECIAL CONDITIONS HOLIDAY $[*]/HR
EXHIBIT D- CONTRACT DOCUMENT
WB/OPERATOR
STRAIGHT TIME $[*]/HR
PRICING ON SCHEDULE OF COMPENSATION IS ALL INCLUSIVE AND OVERTIME/WEEKEND $[*]/HR
REPRESENTS RATES WHICH REIMBURSE CONTRACTOR IN FULL FOR HOLIDAY $[*]/HR
SERVICES REQUIRED BY THE CONTRACT. NO OTHER COMPENSATION
IS DUE, EXCEPT ON THE BASIS OF THE UNIT PRICES ON THE WB/UHP TECHNICIAN
SCHEDULE MULTIPLIED BY THE UNITS FURNISHED. STRAIGHT TIME $[*]/HR
OVERTIME/WEEKEND $[*]/HR
RATES: HOLIDAY $[*]/HR
______
VACUUM SERVICES UHP SUPERVISOR
_______________ STRAIGHT TIME $[*]/HR
EQUIPMENT RATES: OVERTIME/WEEKEND $[*]/HR
VAC TRUCK (16 CU. YD., 16" HG) $[*]/HR HOLIDAY $[*]/HR
VAC TRUCK (16 CU. YD., 27" HG) $[*]/HR
VAC TRUCK (LIQUID, 80 BBL) $[*]/HR RATES AS PROPOSED BY VALLEY SYSTEMS DURING CONTRACT
FLUSH TRUCK $[*]/HR MEETING INTERVIEW 4/23/98, BY RON MARSHALL
COMBINATION VAC/WASH TRUCK $[*]/HR
TRUCK MOUNTED HOT WATER PRESSURE WASHER (FOR AIR
HEATER BASKET, EXTERNAL BOILER WASH CLEANING)
PERSONNEL RATES
_______________ A. HOT WATER PRESSURE WASHER WITH
SUPERVISOR OPERATOR $[*]/HR
STARIGHT TIME $[*]/HR B. AIR WATER BASKET CLEANING SYSTEM INCLUDES:
OVERTIME/WEEKEND $[*]/HR
HOLIDAY $[*]/HR
CONTINUED ON NEXT PAGE
(CONTINUED NEXT COLUMN)
</TABLE>
<PAGE>
<TABLE>
<S> <C>
[*] - Confidential Treatment Requested
PURCHASE ORDER Purchase Order No. S 2 159689
Ohio Edison/Pennsylvania Power Company Date: 06/11/1998
76 S. Main. St. Page: 4
Akron, OH 44308
1. "MEGABLASTGER" WATER BLASTER, MAX. CAPACITY OF 495 CONTRACTOR TO SIGN LAST PAGE OF BOTH CONTRACT AND
GPM @ 5000 PSI AND HIGH PRESSURE HOSE (TYPICALLY 4200 PSI SPECIFICATIONS DOCUMENT. RETURN THE OHIO EDISON COMPANY
IS USED FOR BASKETS.) WITH THE SIGNED PURCHASE ORDER FOR OHIO EDISON/PENNSYLVANIA
POWER COMPANY RECORDS.
2. TWO (2) TROLLEY MOUNTED, COMPUTER CONTROLLED NOZZLE
SYSTEMS TO PERMIT SIMULTANEOUS CLEANING OF TWO AIR IN JANUARY 1999 THE PURCHASE ORDERS LISTED BELOW WILL BE
PREHEATER BASKETS. COMBINED INTO ONE PURCHASE ORDER. AT THAT TIME A NEW
PURCHASE ORDER WILL BE ISSUED TO COVER BOTH ORDERS.
SYSTEM AS DESCRIBED IN 1 AND 2, WITH OPERATOR
S2159689 - OHIO EDISON AND PENNSYLVANIA POWER SITES
$[*]/HR
S085582098- CLEVELAND ELECTRIC ILLUMINATING COMPANY AND
AVERAGE CREW SIZE: (INCLUDING OPERATOR) TO CLEAN (2) AIR TOLEDO EDISON.
HEATER BASKETS SIMULTANEOUSLY: 4 PERSONNEL
(CONTINUED NEXT COLUMN)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ITEM QUANTITY UNIT DESCRIPTION NEED DATE/ UNIT PRICE PROMISED
ITEM I.D. DELIVERY DATE
<S> <C> <C> <C> <C> <C>
0001 1 $SR FURNISH ALL LABOR, SUPERVISION, 05/01/1999 $0.00
TOOLS, MATERIAL, JOB SUPPLIES, AND
EQUIPMENT TO PERFORM INDUSTRIAL WATER 2 0 00
BLASTING SERVICES AS PRIMARY
CONTRACTOR AT:
W.H. SAMMIS PLANT
0002 1 $SR FURNISH ALL LABOR, SUPERVISION, 05/01/1999 $0.00
TOOLS, MATERIAL, JOB SUPPLIES, AND
EQUIPMENT TO PERFORM INDUSTRIAL 2 0 00
VACUUMING SERVICES AS PRIMARY
CONTRACTOR AT:
W.H. SAMMIS PLANT
0003 1 $SR FURNISH ALL LABOR, SUPERVISION, 05/01/1999 $0.00
TOOLS, MATERIAL, JOB SUPPLIES, AND
EQUIPMENT TO PERFORM INDUSTRIAL WATER 1 0 00
BLASTING SERVICES AS PRIMARY
CONTRACTOR AT:
BRUCE MANSFIELD PLANT
0004 1 $SR FURNISH ALL LABOR, SUPERVISION, 05/01/1999 $0.00
TOOLS, MATERIAL, JOB SUPPLIES, AND
EQUIPMENT TO PERFORM INDUSTRIAL 1 0 00
VACUUMING SERVICES AS PRIMARY
CONTRACTOR AT:
BRUCE MANSFIELD PLANT
0005 1 $SR FURNISH ALL LABOR, SUPERVISION, 05/01/1999 $0.00
TOOLS, MATERIAL, JOB SUPPLIES, AND
EQUIPMENT TO PERFORM INDUSTRIAL WATER 2 0 00
BLASTING SERVICES AS PRIMARY
CONTRACTOR AT:
NILES PLANT
0006 1 $SR FURNISH ALL LABOR, SUPERVISION, 05/01/1999 $0.00
TOOLS, MATERIAL, JOB SUPPLIES, AND
EQUIPMENT TO PERFORM INDUSTRIAL 2 0 00
VACUUMING SERVICES AS PRIMARY
CONTRACTOR AT:
NILES PLANT
0007 1 $SR FURNISH ALL LABOR, SUPERVISION, 05/01/1999 $0.00
TOOLS, MATERIAL, JOB SUPPLIES, AND
EQUIPMENT TO PERFORM INDUSTRIAL WATER 2 0 00
BLASTING SERVICES AS PRIMARY
CONTRACTOR AT:
R. E. BURGER PLANT
0008 1 $SR FURNISH ALL LABOR, SUPERVISION, 05/01/1999 $0.00
TOOLS, MATERIAL, JOB SUPPLIES, AND
EQUIPMENT TO PERFORM INDUSTRIAL 2 0 00
VACUUMING SERVICES AS PRIMARY
CONTRACTOR AT:
R. E. BURGER PLANT
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
0009 1 $SR FURNISH ALL LABOR, SUPERVISION, 05/01/1999 $0.00
TOOLS, MATERIAL, JOB SUPPLIES, AND
EQUIPMENT TO PERFORM INDUSTRIAL WATER 2 0 00
BLASTING SERVICES AS PRIMARY
CONTRACTOR AT:
EDGEWATER PLANT
0010 1 $SR FURNISH ALL LABOR, SUPERVISION, 05/01/1999 $0.00
TOOLS, MATERIAL, JOB SUPPLIES, AND
EQUIPMENT TO PERFORM INDUSTRIAL 2 0 00
VACUUMING SERVICES AS PRIMARY
CONTRACTOR AT:
EDGEWATER PLANT
0011 1 $SR FURNISH ALL LABOR, SUPERVISION, 06/15/1998 $0.00
TOOLS, MATERIAL, JOB SUPPLIES, AND
EQUIPMENT TO PERFORM INDUSTRIAL 1 0 00
VACUUMING SERVICES AS PRIMARY
CONTRACTOR AT:
NEW CASTLE PLANT
0012 1 $SR FURNISH ALL LABOR, SUPERVISION, 6/15/1998 $0.00
TOOLS, MATERIAL, JOB SUPPLIES, AND
EQUIPMENT TO PERFORM INDUSTRIAL WATER 1 0 00
BLASTING SERVICES AS PRIMARY
CONTRACTOR AT:
NEW CASTLE PLANT
**********TAX NOTICES**********
PENNSYLVANIA SALES & USE TAX
REGULATIONS
* PENNSYLVANIA POWER COMPANY IS HOLDER OF
DIRECT PAYMENT PERMIT NUMBER 0128
AUTHORIZING THE PURCHASE OF TANGIBLE
PERSONAL PROPERTY AND SERVICES WITHOUT
PAYMENT OF THE PENNSYLVANIA SALES AND USE
TAX AT THE TIME OF PURCHASE.
* PENNSYLVANIA POWER COMPANY MAINTAINS
ADEQUATE RECORDS OF ALL PURCHASES AND
PAYS ANY APPLICABLE TAX DIRECTLY TO THE
PENNSYLVANIA DEPARTMENT OF REVENUE.
* PENNSYLVANIA DIRECT PAYMENT PERMITS DO
NOT APPLY TO CONSTRUCTION CONTRACTS UNDER
WHICH A CONTRACTOR IS CONSIDERED TO BE
THE CONSUMER AND LIABLE FOR THE TAX ON
MATERIALS INCORPORATED INTO THE PROPERTY
OF PENNSYLVANIA POWER COMPANY.
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* PENNSYLVANIA SALES AND USE TAX
REGULATIONS SECTIONS 31.11 THROUGH 31.16
PROVIDE FOR TAX-EXEMPT PURCHASE OF
MATERIALS BY A CONTRACTOR FOR THOSE
MATERIALS THAT WILL BE INCORPORATED INTO
AND BECOME A PART OF THE PROPERTY OF
PENNSYLVANIA POWER COMPANY. IN ORDER TO
QUALIFY, THE PROPERTY MUST BE DIRECTLY
USED IN THE RENDITION OF THE PUBLIC
UTILITY SERVICE.
* CONTRACT BIDS SHOULD BE SUBMITTED
ACCORDINGLY.
* THE SUCCESFUL BIDDER WILL BE ISSUED A
PROPERTLY EXECUTED "CERTIFICATION" FORM
UPON REQUEST TO PERMIT TAX-EXEMPT
PURCHASE OF QUALIFYING MATERIALS.
* SUCH REQUESTS AND ANY QUESTIONS AS
TO THE APPLICATION SHOULD BE
SUBMITTED TO EUGENE J. SITARZ,
DIRECTOR, TAX PLANNING &
COMPLIANCE, OHIO EDISON COMPANY, 76
S. MAIN STREET, AKRON, OH 44308,
PHONE NUMBER: (330) 384-5256
****BUSINESS PRIVILEGE TAXES****
SERVICES PERFORMED ON-SITE AT THE D.
BRUCE MANSFIELD PLANT IN
SHIPPINGPORT, PA MAY BE SUBJECT TO A
BUSINESS PRIVILEGE TAX BY THE
SOUTHSIDE AREA SCHOOL DISTRICT.
CONTRACTOR SHALL INFORM OWNER OF ITS INTENT
TO PAY ANY BUSINESS PRIVILEGE TAXES TWENTY
(20) WORKING DAYS PRIOR TO MAKING ANY SUCH
PAYMENT. SHOULD CONTRACTOR MAKE PAYMENT
WITHOUT NOTIFYING OWNER, NO PAYMENT WILL BE
MADE BY OWNER.
*****CONTRACTOR INSURANCE*****
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* CONTRACTOR SHALL FURNISH, PRIOR TO
STARTING WORK AND THROUGHOUT THE
DURATION OF THE WORK:
* CERTIFICATE(S) OF PREMIUM
PAYMENT (OR WRITTEN EVIDENCE
THEREOF) OR
* A CERTIFICATE OF EMPLOYER'S
RIGHT TO PAY COMPENSATION
DIRECT FOR WORKERS'
COMPENSATION IN THE STATE OF
OHIO, AND
* ONE (1) OF THE FOLLOWING:
* A CURRENT CERTIFICATE OF
INSURANCE FROM THE PENNSYLVANIA
STATE WORKMEN'S INSURANCE FUND;
OR
* SELF-INSURANCE AUTHORIZATION
ISSUED BY THE COMMONWEALTH OF
PENNSYLVANIA, DEPARTMENT OF
LABOR AND INDUSTRY, OR
* A CERTIFICATE OF INSURANCE FROM
AN APPROVED INSURANCE COMPANY
INSURING THE WORKERS'
COMPENSATION EXPOSURE.
SUPPLEMENTAL TERMS TO CONTRACT
* THESE SUPPLEMENTAL TERMS AS
LISTED ABOVE, AND INCLUDING THOSE
CONTAINED IN THE ATTACHED TERMS
AND CONDITIONS, ARE INCORPORATED
AS PART OF THE CONTRACT HEREIN
AND SHALL REPRESENT THE SOLE AND
ONLY GOVERNING TERMS OF THIS
CONTRACT.
* WHERE CONFLICTS ARISE BETWEEN THE OHIO
EDISON/ PENNSYLVANIA POWER TERMS AND
CONDITIONS, FORM X-798 (10/94) ATTACHED
HERETO AND THESE SUPPLEMENTAL TERMS AS
DESCRIBED ABOVE, THESE SUPPLEMENTAL
TERMS SHALL TAKE PRECEDENCE.
* WHERE CONFLICTS ARISE BETWEEN THE
SUPPLEMENTAL TERMS AS LISTED ABOVE AND
THE SUPPLEMENTAL TERMS CONTAINED IN THE
ATTACHED TERMS AND CONDITIONS, THE
SUPPLEMENTAL TERMS ABOVE SHALL TAKE
PRECEDENCE OVER THOSE ATTACHED.
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* ANY OTHER TERMS, WHETHER EXPRESS
OR IMPLIED, NOT REFERENCED TO OR
NOT STATED HEREIN, INCLUDING
THOSE WHICH MAY BE PREPRINTED ON
THE REVERSE SIDE OF THE
CONTRACTOR'S PROPOSAL FORMS OR
SUBSEQUENT ORDER ACKNOWLEDGEMENT,
ARE EXPRESSLY EXCLUDED FROM THIS
CONTRACT & SHALL BE NULL & VOID
WITH RESPECT TO THE PERFORMANCE
OF THIS CONTRACT.
NOTE: CONTRACTOR TO EXECUTE BOTH
ORIGINAL AND PURCHASING DEPT.
COPIES PER BELOW AND RETURN
THE PURCHASING DEPT. COPY TO:
OHIO EDISON COMPANY
76 SOUTH MAIN STREET
AKRON, OH 44308
ATTN: PURCHASING AND MATERIALS
DEPARTMENT
CONTRACTOR TO RETAIN THE ORIGINAL
COPY FOR CONTRACTOR'S RECORDS.
CONTRACTOR ACKNOWLEDGES RECEIPT OF AND
AGREEMENT TO THIS WRITING AND THE TERMS
CONTAINED HEREIN AND IN THE ATTACHED TERMS
AND CONDITIONS:
VALLEY SYSTEMS, INC.
_____________________ __________
(SIGNATURE) (DATE)
MGR-TECHNICAL SERVICES
______________________
(Title)
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SIGNED AS STATED BELOW
*
BY:________________________________
MANAGER, PURCHASING AND
MATERIALS MANAGEMENT DEPT.
NOTE TO VENDOR
OUR RECORDS REFLECT THE FOLLOWING
INFORMATION ABOUT YOUR COMPANY:
STANDARD INDUSTRIAL CLASSIFICATION:
4959 SANITARY SERVICES
COMPANY SIZE AND OWNERSHIP:
3 MEDIUM BUSINESS
x COMPANY'S OWNERSHIP IS UNKNOWN
SDBP/SIC DATA
IF THE ABOVE INFORMATION IS INCORRECT,
PLEASE COMPLETE THE FOLLOWING AND RETURN IT
TO THE BUYER LISTED AT THE TOP OF THIS
PAGE.
CHECK ONE:
_______ SMALL BUSINESS
(500 OR LESS EMPLOYEES)
_______ LARGE BUSINESS
(500 OR MORE EMPLOYEES)
CHECK ALL THAT APPLY:
(FOR COMPANIES AT LEAST 51% OWNED BY
GROUP LISTED BELOW)
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______ WOMEN
______ PERSONS WITH DISABILITIES
______ MINORITY
______ CAUCASIAN
MINORITY GROUP:
______ ASIAN PACIFIC AMERICAN
______ NATIVE AMERICAN (INDIAN)
______ BLACK AMERICAN
______ HISPANIC AMERICAN
______ OTHER
---------------------------------------
REVISED PRIMARY STANDARD INDUSTRIAL
CLASSIFICATION:____________
NOTE: IF YOU ARE NOT FAMILIAR WITH
YOUR STANDARD INDUSTRIAL
CLASSIFICATION (SIC), CALL THE
FOLLOWING GOVERNMENT AGENCY:
OFFICE OF MANAGEMENT AND BUDGET
TECHNICAL COMMITTEE ON INDUSTRIAL
CLASSIFICATION AT (202) 395-3080.
END OF PURCHASE ORDER
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OHIO EDISON/PENNSYLVANIA POWER
TERMS AND CONDITIONS
Please acknowledge receipt of this order immediately and advise of any
circumstance or event delaying or preventing performance in accordance with this
order.
Purchase is expressly made conditional upon Vendor's acceptance of the terms and
conditions herein, which shall constitute the complete and final agreement
between the parties, superseding all other agreements written or oral. These
terms and conditions may not be modified hereafter except by written agreement
of Purchaser. Products received by Purchaser from Vendor shall be deemed to be
delivered only upon these terms and conditions.
Purchaser shall not be bound by the terms of any confirmation form, acceptance
invoice, bill of lading or other document which purports to vary any of the
terms hereof.
CONDITIONS
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1. Billing and Payment Vendor must submit invoices in a form acceptable to Purchaser. Invoices covering
shipments are to be accompanied by original and duplicate railroad bills of
lading or express receipts for shipments. Purchaser will pay by voucher. Drafts
will not be honored.
2. Extra Charges Vendor will make no extra charge for packing, reels or cartage unless authorized
to do so in this order.
3. Transportation Charges (a) Transportation charges must be prepaid by Vendor when price is F.O.B.
destination. (b) Vendor must pay transportation charges both ways on rejected
material and/or equipment. (c) Any Parcel Post shipments are to be made at the
risk of Vendor.
4. Risk of Loss Risk of Loss passes to Purchaser only upon delivery to Purchaser or to the
F.O.B. destination point on the face of the Purchase Order.
5. Inspection and Tests Vendor shall not be relieved of its responsibility for performance in accordance with
specifications by reason of Purchaser's or Vendor's conducting or witnessing tests or factory
inspection of material and/or equipment covered by this order.
6. Warranty Vendor warrants that the materials and/or equipment furnished under this order
shall be free from defects of title, shall be of the kind and quality described
in the specifications, shall be free of any defect in design, workmanship and
material, and shall be fit for the ordinary purposes for which such materials
and/or equipment are used, and that services, materials and/or equipment are
produced and/or supplied in compliance with the law.
7. Indemnification INDEMNITY FOR EXPENSES. Vendor, for itself, its successors, assigns and
subcontractors, agrees to pay, indemnify and save Purchaser, its successors and
assigns, harmless from and against any and all court costs and litigation
expenses, including legal fees, incurred or related to the defense of any action
asserted by any person or persons for bodily injuries, death or property damage
arising or in any manner growing out of the work performed or to be performed
under this contract. INDEMNITY FOR DAMAGES. Vendor, for itself, its successors,
assigns and subcontractors, agrees to pay, indemnify and save Purchaser, its
successors and assigns, harmless from and against any and all claims, demands,
damages, actions or causes of action, together with any and all losses, in
connection therewith or related thereto, asserted by any person or persons for
bodily injuries, death or property damage arising or in any manner growing out of
the work performed or to be performed under this contract, unless initiated or
proximately caused by or resulting from the sole negligence of Purchaser.
INDEMNITY OF PENALTIES. Vendor for itself, its successors, assigns and
subcontractors, agrees to pay, indemnify and hold Purchaser, its successors and
assigns, harmless against all fines, penalties, costs or losses incurred for or
by reason of the violation by vendor or subcontractor in the performance of this
contract, of any ordinance, regulation, rule or law of the United States or any
political subdivision or duly constituted public authority. WAIVER OF IMMUNITY.
Vendor, for itself, its successors, assigns and subcontractors, does hereby
waive, as a complying employer, any immunity provided for under the provisions of
the Constitution or Statutes of the State of Ohio pertaining to Workers'
Compensation (and expressly agrees to waive any provision of The Pennsylvania
Workmen's Compensation Act, including Section 303(b), whereby Vendor could
preclude its joinder as an additional defendant, or avoid liability for damages,
contribution or indemnity in any action at law, or otherwise where Vendor's or
its subcontractor's employee or employees, heirs, assigns or anyone otherwise
entitled to receive damages by reason of injury or death brings an action at law
against Purchaser). Without limiting the foregoing, the Vendor at the request of
Purchaser agrees to defend at the Vendor's expense with counsel acceptable to
Purchaser any suit or proceeding brought against Purchaser due to or arising out
of the work performed by Vendor. INDEMNITY OF PATENTS. Vendor agrees to
indemnify and hold harmless the Purchaser from any loss or expenses arising out
of the use of any patented materials, machinery, devices, equipment or processes
furnished or used by Vendor or its suppliers in the materials and equipment
furnished, and incurred in connection with any claim that any act of Vendor or
its suppliers that constitutes infringement of any patent. The Vendor agrees to
defend any suits brought or proceedings begun against Purchaser at the Vendor's
expense with Counsel acceptable to Purchaser. Purchaser shall provide
information as may be reasonably necessary to enable the Vendor to defend such
suits.
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8. Set-Off Purchaser shall be entitled at all times to set-off any amount owing from Vendor
to Purchaser or any affiliate of Purchaser against any amount payable by Purchaser
hereunder, and in no event shall Purchaser be liable for interest.
9. Special Contract Terms If provisions of any written contract separately entered into between Vendor and Purchaser
Prevailing are inconsistent with these conditions, the inconsistent provisions of the written contract shall
prevail over these conditions.
10. Compliance with Law Vendor (Contractor) shall comply, with all Federal, State and Local Laws and
regulations governing labor or employee relations, including but not limited to
Sections 6, 7, 12 and 14 of the Fair Labor Standards Act, as amended. When
appropriate the following affirmative action clauses are incorporated herein by
reference; the handicapped clause in 48 CFR 52.222-36, the disabled veterans and
veterans of the Vietnam Era in 48 CFR 52.222-35, and the utilization of Small
Business and Small Disadvantaged Business in 48 CFR 52.219-9. If applicable to
the performance of this contract, the vendor will comply with all provisions of
Executive Order 11246 of September 24, 1965 and with all rules, regulations, and
relevant orders of the Secretary of Labor promulgated with regard to said Order.
Further, all provisions of such Order which are mandatory for inclusion in this
contract are specifically incorporated herein by reference as if fully stated
herein.
11. Termination Purchaser may terminate the Purchase Order at any time, in which event if there
has not been a breach by Vendor it may pay to Vendor the proportionate part of
the purchase price representing goods previously delivered and accepted.
Acceptance of any portion of the goods ordered shall not bind Purchaser to accept
any future shipment nor deprive Purchaser of the right to revoke acceptance and
return previously delivered goods, nor waive its right to reject future
deliveries. Vendor shall have no right to substitute for returned or rejected
goods without Purchaser's written instructions and agreement. Purchaser shall
not be liable for any consequential or incidental damages or the loss of any
claims for anticipated profits on the unfinished or unshipped portion of goods.
Purchaser expressly reserves all rights and
remedies entitled to it under law or in equity.
12. Non-waiver Vendor agrees that the failure of Purchaser to insist or enforce in any instance
strict performance of any of the terms hereof or to exercise any of its rights herein shall
not be construed as a waiver or relinquishment to any extent of its rights to assert or rely
upon such terms on any future occasion.
13. MSDS Compliance Material Safety Data Sheet in compliance with OSHA Hazard Communication Standards
29 CFR 1910.1200, ET. SEQ., as amended, must be on file with or furnished to
Purchaser prior to and with the initial shipment under this order and the first
shipment after a MSDS update. This order number must be referenced when sending
MSDS. The lack of submittal or completed MSDS documentation may be cause to
delay payment of any invoice resulting from this transaction. Vendor
(Contractor) agrees to comply with OSHA Hazard Communication Standards 29 CFR
1910.1200, ET. SEQ., as amended, and to
indemnify Purchaser of violations of these
regulations.
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NOTICE TO VENDORS
Direct Payment Permit Numbers authorizing purchase of tangible personal property
without payment of the tax at the time of purchase, have been issued to the
Purchaser. The Permit Number for Ohio is 98001123. The Permit number for
Pennsylvania is 128. Purchaser agrees to maintain adequate records of all
purchases and pay tax on the taxable items directly to the Treasurer of each
respective State. In Ohio, Direct Payment Permits do not apply to construction
contracts under which the contractor is considered to be the consumer and liable
for the tax on materials incorporated into a structure or improvement as
provided in Section 5739.01(B) Ohio Revised Code.
EXHIBIT 21.1
SUBSIDIARIES OF REGISTRANT
NAME OF SUBSIDIARY STATE OF INCORPORATION
__________________ ______________________
Valley Systems of Ohio, Inc. Ohio
