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13 - Ground Lease Assignment for A-7 frorm Carter to HadleyItem No. 13 TO: Mayor, Mayor Pro -Tem & City Council Grayson Path, City Manager FROM: Paul Strahan, Airport Manager/FBO Operator SUBJECT: LEASE ASSIGNMENT AT COX FIELD HANGAR A-7 DATE: December 13, 2021 BACKGROUND: The City of Paris received a verbal request from Sheradon Carter in October to assign a ground lease for private Hangar A-7 to Collin Hadley. A Hangar Purchase Agreement from Mr. Carter and Mr. Hadley was received by the City on November 8, 2021. STATUS OF ISSUE: Collin Hadley would like to purchase the building from Mr. Carter. The terms of the original ground lease agreement will not change. BUDGET: N/A RECOMMENDATION: Approve a Resolution authorizing assignment of the Airport Ground Lease Agreement for Hangar A-7, from Sheradon Carter to Collin Hadley, subject to the receipt of required insurance and annual lease payment of $400.00. RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS DECLARING THE CITY OF PARIS' INTENT TO PROVIDE 1% OF THE NEEDED FUNDING FOR THE NORTHEAST LOOP 286, TXDOT IMPROVEMENT PROJECT; MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Texas Department of Transportation (TxDOT), has long planned major improvements to Loop 286 around the City of Paris that are critical to the infrastructure for our community and economy; and WHEREAS, one phase is the Northeast Loop from Stillhouse Road to Pine Mill Road consisting of building a new overpass at North Collegiate, rebuilding the overpass at FM195, adding one-way frontage roads along both sides of Northeast Loop 286, and replacing Northeast Loop 286 from Stillhouse Road to Pine Mill Road.; and WHEREAS, TxDOT estimates these improvements could help reduce crashes by 65% given the area at North Collegiate Drive accounts for nearly a third of crashes on the entire Loop; and WHEREAS, the project is approximately 90% through schematic drawing and nearly 30% through construction design and is estimated to cost nearly ($90,000,000.00) NINETY MILLION DOLLARS; and WHEREAS, TxDOT, working with the Sulphur River Regional Mobility Authority (SURRMA), have recommended that both the City of Paris and Lamar County agree to contribute approximately 1% each of the necessary funds for the project (approximately $900,000.00 each) to help secure funding from the State; and WHEREAS, in the event that the State funds said project, City Staff recommends long term financing for the City's share of the funding in the form of Certificate of obligation or SIB Loans; and NOW THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS, THAT: Section 1. The findings set out in the preamble to this resolution are hereby in all things approved. Section 2. The City Council hereby declares the City of Paris' intent to provide 1% of the needed funding for the Northeast Loop 286 TxDOT Improvement Project, in the sum of approximately $900,000.00. PASSED, APPROVED, AND EFFECTIVE this 131h day of December, 2021, by the City Council of the city of Paris, Texas. Paula Portugal, Mayor ATTEST: Janice Ellis, City Clerk APPROVED AS TO FORM: Stephanie H. Harris, City Attorney ASSIGNMENT OF LEASE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF LAMAR § I, SHERADON CARTER, whose mailing address is 161 CR 32252, Sumner, Texas 75486 (hereinafter "Assignor") for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration to me in hand paid by COLLIN HADLEY,530 Laurel Lane, Paris, Texas, the receipt and sufficiency of which is hereby acknowledged, do hereby assign, transfer, and convey unto COLLIN HADLEY (hereinafter "Assignee"), all right, title and interest in that Ground Lease Agreement (Hangar A-7) dated December 18, 2018, and ratified on November 8, 2021, by and between the City of Paris, Texas, and SHERADON CARTER, a copy of which is attached hereto as Exhibit "A", together will all of my rights, obligations, and responsibilities thereunder. To have and to hold the described property for and during the remainder of the term of said lease attached hereto and incorporated herein as Exhibit "A". EXECUTED this day of2021. �5t S reradon Carter ACCEPTANCE OF ASSIGNMENT I, COLLIN HADLEY, Lamar County, Texas 75460, "Assignee" in the above described Assignment of Lease do hereby covenant and agree to assume and accept the obligations and responsibilities of Assignor SHERADON CARTER, under the above -referenced Ground Lease Agreement attached hereto as Exhibit "A". , Co in Hadley ACKNOWLEDGEMENTS STATE OF TEXAS § COUNTY OF LAMAR § BEFORE ME, the undersigned authority, on this day personally appeared Sheradon Carter, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that she executed the same for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE this I�h day of NW1y"y3tK , 2021. 1 , . I IIIIjj'gI UN GF'Q s ���w��P�t pU8(�c•7•a �,, Cf) *•�•�'pSTgTE OF g�;v'•'Cry .;qR X10; • �o; ``� 66 m STATE OF TEXAS COUNTY OF LAMAR BEFORE ME, the undersigned authority, on this day personally appeared Collin Hadley, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE this �h day of W\jfIM �er , 2021. ..,. e1%111110111 // 0 N * •'.20TgTE pF� ten,' .� � oil The aforesaid Assignment of Lease is approved and accepted by the Grayson Path, City Manager, City of Paris, Texas, on this the day of 52021. ATTEST: Janice Ellis, City Clerk APPROVED AS TO FORM: Stephanie Harris, City Attorney I Grayson Path, City Manager :AT75 75 1 W.MR-NO11131 TDIL-IJ Do U "I DMWO was between William T. Booth&Ugnum Performance and the City of pads. The tern, was for thirty (3P,gream-be-Rinnine4une 22. 2009 .;TaVIM7;I;ffAq -, - -&M,77 M, �t :MVAf- �tso M Mr,70501"r, Mikk !I I (to -fI—zI.DF F" w�zfzla and ending June 22, 2044. On December 10, 2018, City Council approved an addonal five-year extension of said ground lease beginning June 21, 2044 and ending June 22, 2049. 1 as further described herein, and for the payment of monthly ground lease rental to LESSOR, LESSOR does = lease. rent. vnk4t. unto LESEI -Ith I WTTWVM!"���� 14 V-'— 4 In LESSEE hereby leases said real property from LESSOR subject to the terms, covenants, and conditions state below, and sball have the right and privilege to construct and n=ntain certain improvements of said property. LESSEE accepts property "as is." r1 1K -M-1 ; '11, 1 7 , U Vi- LATITT-Mr hold the leased premises, together with all rights, privileges, easements, appurtenances, and immunities belonging to or in any way indU .. 019110tLZ 1 will VMr4 Fro W-MIT771r. i 7: ; i K WI D ---TTI F :VU, —fq R I T J aprons which we or may hereaft be provided at the Airport. LAM L Subject to the Provisions contained herein, LESSEE shall pay to LESSOR an annual ground rease L I thereof. At its sole option, LESSEE may prepay any of the rental installments. in the Paris area for similar facilities, 3. Should LESSEE fail to make payments in a timely manner, a late. penalty of 10% shall be 00L herein below. 4. In order to encourage development of the Airport by providing sufficient time for investors ts ain-o-ifte the-ir-iff v-69tincam,--tNe term of -this AGREEMENT shall be-forff-Term - of -five yea -m beginning June 21, 2044 and terminating June 22, 2049. 5. LESSEE shall have the right at any thne and from time to time during the term of this lease, to the leased premises, and correct and change the contour of the leased premises as necessary. P. The full expense of any such construction, reconstruction, demolition, or any chang% alteration or improvements shall be bome and paid by LESSEE. 7. Ao new structure or other improvement nor any material addition to, or alteration of, any building or structure shall be conimenced unless and until plans, specifications, and proposed location(s) have been submitted to and approved by LESSOR. Said plans and specifications shallbi prepared by LESSEE, at its own expense, at least thirty (30) days prior to the planned con-nnencement of -such proj ect. - Q1111 -T414101 iqve'*&"-a s-otti. Failure Pf LESSCR toi ft, m-ek- remlrmlted 24mrs mi thirty (30) days shall constitute LESSOR's approval of the changes. • Me 111 go got HAIJAI 16114)(1 i UM Me�Mj MAI 711, t7i t L5 �:.W 9 -P plans and specifications. 10. The approval by LESSOR of any plans and specifications refers only to the conformity of such all applicable codes and ordinances, and such approval shall not be withhold unreasonably. Such 0.7 kil f; �-- a Aw z r� Tr fir !)at; - defect in any structure constructed from such plans or specifications. 13. Construction ofirnprovements shall be conducted in Rill conformance with the City's Building Codes ari-d—other piff U-6b-1if bor-dinabc—es, including the payrnient of all bWldin—g inWWo—n febs- or 6--tha—r fees associated with construction, and with Federal Aviation Administration and Texas Department of Transportation standards and requirements. 12. Any and all improvements constructed shall be consistent with the purposes provided for in this AGREEMENT and contribute to furthering the City of Paris's Airport Master Plan or airport development objectives. MWICUIMMINT"a WI- W474174 -7M, I 1 411* 0 , I of; I , I I AGREEMENT. Failure to timely complete construction of the hangar shall be considered a breach termination. In the event that construction has commenced, but will not be completed in a timely UF_fj&I I -f'j tj, jTjlY approved construction timing plan. LESSOR is under no obligation to gram the extehsion in the absence of the valid excuse, but such extension will not be um-easonably withheld. 16. LESSEE shall not crect, paint upon, attach, exhibit or display in, on, or about said leased premises any sign without the prior written consent of LESSOR, 17. All permanent building and improvements placed upon the leased premises by LESSEE shall become the ad tml)ertv of LES SEE. in -,+will he Q awni VnMii- g -0 vq1 -criman itov -ri -r.-. -co a,-- -0 , 11 11 M ITIM- i1- -0 have the fiAl and peaceful use and enjoyment thereof during the primary term of this lease. All without comp-&-is—ationTo —LESSgE-- MAINTENANCE & USE . ..... . . ..... -- — 18. LESSEE shall, at its Dwn cost and expense at all times during the term of AGREEMENT, to keep and maintain alone- excepted, - eoWlying-,wi*r-aR -fire, /r111 1'g and -property maintenance-codes-mid-wift regulations now in force, or that may be hereafter enacted with regard to the use of the airport I MR Fur, Tlilll �1-9 property clear of clutter, junk, weeds and high grass. 19. LESSEE shaB conduct its operation and maintain the leasehold in such a manner as to be fi= of Idl:mrvu,�-stal "i'll !i I- I -V 11 1 --v 1 1 1 -- - - . t . - - . I - it - 20. LESSEE shall not cause or permit any use or activity that would create a hazardous condition for aircraft operating at the airport. 21. LESSEE shall pay or cause to be paid all charges for water, gas, electricity, sewer, cable, and any and all other utties used on the leased premises throughout the term of AGREEMENT, including connection fees. oil con industry,�n 4 23. No hangar shall be used as a residence or shall be used for residential purposes. However, suc)-r or social 1 a portion -1 the hangar shall 1e permitted. 6. LESSEE s]ITAR at 1 time or permit of `1 premises in a manner o 1 1: federal,1.. local laws,ordinances, or regulations. 26. LESSOR possesses the right1 periodically i1 i1 ' (;. 1 4 ' 1 " 1 .t1.d no case lessoften than ". 1l 1. 1 Ar R. !all F 1 1" A it 1! '! 1 are being l ' 27. LESSEE shall be rc*omnsible-fo-t An-tmeg, if -iffy—, including without limit sales,us-e-and exdse-- taxes, ad valorem taxes or other similar taxes, taxes on personal property, and other charges of every descriptionwhichare levied♦ or assigned againste premises, 'h ( maybeassessed 1! 1.` hangar1 otherimprovements, or 1 other equipment or property associatedwith thehangar. F-8. may,atany time and from time 1 time, encumbertheleasehold :'s by ee uI` trust. !1 i+' 1<_ or other 1 1 MUT; M- 1. at times1' and f 1! ; t inferior and 1 i' 1 1 # all the conditions,covenants 4. obligations of this lease and to all of the rights of the LESSOR hereunder. 1191UNNIN1 29. LESSEE COVENANTS AND AGREES TO INDEMNIFY AND DOES HEREBY INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EWLOYEES, FROM AND AGAINST ANY AND ALL CLAIMSOR SUITS O. PROPERTY DAMAGE OR LOSS AND/OR • .+ O INJURY, INCLUDING O ANY AND ALL PERSONS, + Or .. OR CHARACTER, WHETHER REAL EXPENSESOR ASSERTED (INCLUDING, WITHOUT LIMITATION, REASONABLE FEES AND ATTORNEYS, EXPERT�OTHERCONSULTANTS) ARISING OUT OF OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE NEGLIGENT OR OTHERWISEO. OMISSIONS SAALL SURVIVE THE TERM OF MS AGREEMENT. THERE IS NO JOINT ENTERPRISE BETWEEN LESSOR AND LESSEE. R at all times thereaftor during the leap, tam, LESSEE shall keep the improvements insured against loss or damage by fire, with extended coverage endorsement or its equivalent, in such responsible insurance companies as LESSEE shall seJect and LESSOR shall approve, and in amounts not less than 801/o of t insumblc valve of the buildings and other improvernents. 31. In the event any building or improvement constructed on the leased premises is damaged by 1re or any other casualty, regardless of the extent of such damage or destruction, LESSEE shall within one year from the date of such damage or destruction commence the work ofrepaii; reconstruction or replaoement of damage or destroyed building or improvement and prosecute the sarne with restored to substantially the condition it was in prior to the happening of the casualty, provided, however, that if the commencement, construction or completion of said repair, reconstmetion or replacement work shall be prevented or delayed by reason or war, civil commotion, acts of God, strikes governmental restrictions or regulations, or interfemces, fire or other casualty, or any other reason enumerated or not the time for commencing or completing, or both, of the construction of saiA building, as the case may be, shall automatically be extended for the period of each such delay. 32. LESSEE shall maintain, during the life of AGREEMENT, general llity coverage with minimum limits for damages resulting from bodily injury or death of $250,000 per person and .500 000 "Mer both LESSEE ad LESSOR. LESSOR shall be named as an additional insured with a waiver of subrogation in favor of LESSOR. All costs of such insurance shall be bome by LESSEE. Such &T-9mm"Ll--p- I V!r %-Pllv� f T -L%10-1 gt4l -A- the State of Texas. I I I , ; � - I Q. Should LESSEE default in the performance of any covenant or condition in AGREEN1ENT, and LESSEE, LESSOR may declare AGREEYIENT, and all rights and interest created by it, to be terminated. Upon LESSOR electing to terminate, AGREEMENT shall cease and come to an end as if that were the dky original M"A1117-1 ifqJWqkA4- 1 :Ky AM 4, *)00(, "I4'FA T11 IF MW 34. Any termination of this lease as herein provided shall not relieve LESSEE from the payment of ts& then or theretofore LESSOR from enforcing provided for by law or from recovering damages from LESSEE for any default thereunder. No termination shall relieve LESSEE of the obligation to deliver and perform on all outstanding obligations and requirements prior to the effective date of the termination. 35. In the event of the failure on the part of LESSI upon termination of AGREEMENT to immediately remove from the leased premises all property owned by it, LES SOT may effect such removal and store such property at LESSEE's expense. 36. LESEE shall pay and discharge all reasonable costs, attorney's fees, and expenses that maybe incurred by LESSOR in enforcing the covenants and conditions of AGREEMENT. 37, Notwithstanding the foregoing, no failure to perform or delay in performance which is caused by any war, civil disorder, or other national emergency or which is due to an intervening act of God shall be deemed an event of default during the pending force majeure event. 38. Tenants of hangars which are built by LESSEE as consideration for a long-term ground lease 12, " _.- 0 1 . 39. Nothing herein contained shall be construed to grant or authorize the granting of an exclusive right except as to the promises leased herein. 40. LESSOR reserves the right to fw*er develop or improve the landing area of the airport as it sees fit, mgardlcss of the desires orview of LE and the granting of an exclusive right. 13. During a time of war or national emergency, LESSOR shall have the right to lease the landing am or any part thereof to the United States Govemment for mtary use, and, if such lease is LTV--XR-r M 1:.90M lease to the Government shall be suspended. 44. LESSOR reserves the right to take any action it considers necessary to protect the aerial LA =�,wr of ffie ai31..j1t L&I -4t1 jMX'—Woi•l Nit 4 1 1 0, 0 �ue HW to erelct and -maintain on or about the leased premises customary signs advertising the premises for sale or lease. 46, This lease shall be subordinate to the provisions of any existing or future agreement between WAI r for the development of the airport. 48. LESSOR may, at its option, and following a ninety (90) day written notice period, tenninate AGREEMENT as to the land, the hangar building, or any parts thercot which may be necessary in as drainage improvements, or the expansion of existing buildings or the erection of other airport facilities. If LESSOR so terminates all or a portion of AGREEMENT, LESSOR shall pay to LESS . at) Pt:'j 11t;I loll 139C I " i�041 49. Nothing herein contained shall be construed to deny the LESSOR its right to condemn the leased property through its power of eminent domain. In the event of condemnation of all or any fLESSF-'Fq't leased premises. 10 1. f-1141 4 !U�� 50. The undersigned officers and/or agents ofthe parties hereto are the properly authorized offici 1 1 RIL N I ]I A, j - . authority have been duly passed and are now in full force and effect. 51. This Agreement represents the entire and integrated agreement between LESSOR and LESSEE and supersedes all prior negotiations, representations and/or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both LESSOR and LESSEE. 52. If any clause, paragraph, section or portion ofthis AGREEMENT shall be found to be Meg full force and effect and the parties shall be deemed to have contracted as if sai! •: , . ,r�W—'aj paragraph or portion had not been in the Agreement initially. 53. This AGREENIENT is executed by the parties hereto without coercion or duress and for substantial consideration, the sufficiency of which is hereby acimowledged. 0 wgul I [q i I mr, k I ygu ol a I 114j •I(id 4S ('Jz;I k (0-rj j Ito ff*�F4) 11) T- -A I leh 55. This AGREEMENT dmfl be drafted equally by all parties hereto. The language of all parts Pit I-IJILL Lotv�p "19 LW 7777 �10 �TMMTMU this AGREEMENT are for the convenience of the parties and are not intended to be used construing this document 56. This AGREEMENT maybe executed in a number of identical counterparts, each ofwhich shall be deemed an original for all purposes. 58. The rights and remedies provided bythe AGREEMENT an cumulative, and the use ofairy one right or remedy by LESSOR shall not preclude or waive any Tight to use any or all other remedies. 59. Where the term of this AGREEMENT require that notice in writing be provided, such notice shall be deemed delivered dnw (3) days following the deposit of the notice in the United Stotts mail, Postage prepaid, and sent by certified Inaff, return receipt requested and properly addressed as follows: Lessw. City of Paris P. O. Box 9037 Parisi IX 75461-9037 W1 :11 EXECUTED on this eday of 2018, to be effective June 21, 2044. IVIVIXIMI LUMB M Clark Br& 7mondt' PROFORM: City 'V'Y'lOrmey • 216 11' Notary Public, 4le of Texas This instument was acknowledged before me on the day of 2018, ZaroneL Notary Publ , State of Texas + /�,� 7n�""i7�>4 l r 375111140F li�7n I A WR ti cm C. WR ti Jim Nelsoin db*i 'n �,,-,,elson Survew a Comnian hill a III 111� 151111L 11,03-785-3561 fax 903-785-3;99 es JIM Situated within the Limits of the City of Paris, County of Lamar, and State of Texas, peft of the William Scott Survey #M6, and being W of a called 1552. 97abiv trM of Iiind convI to th6 City of Paris by deW tecorde" Vd"O ",99-9 26", "e Deed RftordA of said 0oumV-M-StId-aty-of Peft- 1652.97 aerp tnt�t Wng knm�i as the Cox -Field Airport pmp4. Beginning at a W cap* (NELSON SURVEYING) livfi pjn (s) jor corner, said comer' being North 58027'03" test 4 dittanc6 of 2021.137 feet ftm a W Iron plA (f) it an 61 comer of said City of Pads 1652.91 acre tract Therice, North 000013" West a disignee of 60.00 feet to a 'A' caMd (NELSON SURVEYING) Iron pin (6) for comer, Ther* North $911OW28m East a distance of 40.00 111 to a W capped (NELSON SURVEYMG) iron pin M for comer, Therioe South 0I`W2X East a c1loWnce of 60.00 feet to a W cappeci (NELSON SURVEYING) iron pin (a) for comer, sold comer beft North 0'I WW g distance of 6.00 %at ftm the Northeast comer of the annerate apron on the East sift of Hojer A: Thence Sduth 80"5928" West a distante bf 40.00 feet to tlis plooe of beginning and containing 0.046 acme of lard. 1 W777- t M = 11,171■ 'A"Trll wl- MT*IkTI�4�I 7'=-- -45-7-� "5 =-- rude on Me ground and completed by Me on ft Sth * of February, 2009, and twit the. Plat, the F Notes, a6d the LependideneTail Nolas, are to be one documen ip ndaretoberecordedes one, z­' J.M. Nelson, IRPLS of Takits, W25 date 1441WO—WT 6", -"L am T. 32252 Sumner, TX 75486, the receipt and sufficiency of which is hcrcby admolL. in oLem Aereement dated Juno = 2009. by and between the CitV Of ParIL aLfj JjIllllf; "T'670,77TT77M M-77112 my A&s, obligal and responsibilities thermutdor. .3N . . ........... 92 CR 34770 Pm* TX 75460 Sal"'t pales9 ML AaWmadoMew @4/2V:M&@3I Mas Fall Ova achilllll p4plaf2 IN III whei-11 MIF . I ! I "rX . 1 11, 11 1 ' -1 . z . . the Assignee of the Ground Lem Agreement dated June 22, 2009, attached as Exhibit "A." I I:. 4.7' M.M.7,771 'v-11MM =71 3 161 CR 322S2 Sumner, 7X 75496 THE STATE i'. TEXAS lefore me, the undersiped mdwity, on this day personally appeared Sheradon R. [6,, �', , =.-, 77774,1711 M-m7M = 7771 111 + 1 :., . +o.`'-IMITTIM.'"M 2019. 16&ry Ablic. State of Texas Tlm aforesaid Assignment of Imse is Approved and Acwpted by dm City of Paris, Taxas, on Ws the day of , —t�— 2019, n city ar City of Paris, State OfTexas 0.948 AD -4 9 Jim iri"n a a Nelson Surveying 9?.a Not�Et Bial» est uPai�, f6is MOD 3 .8 ; 9 6 h n ®dderl ,.�W��.w�� ,o.a �� ��, Jhp•.�� �. ti� ,��• ��•�o�� ro.,. ..��n�� a IF r, 7,71... 1 1 Ai •1 . i 1 I .r: t r`. J - ui 1611 2019 04/22/2019 03:18:53 PM Page 5 of 9 ' n Commercial Plan Review Comments TX PARIS, f 8 O 4 BVPROJECT# 2009-=89 PRffW AV"How ADDRM MDCdWDft WE St PPDWMCRMMatia i B1 TR, d °T if Ci General me . At4 (OMFUED 3q WhE Cade 1. Pwdde7DLA-MPmWPjgMwvd CmffmvooMmbw, To= Dqmtmd fgUmmkV wd MMA%UkdwW ankg PMBaR*hbn mmftd ohs& OfTem am Vftft crpwdll tam (mlyr MOWA* of aww"awft 2099 jP" IFAC 1. 1. Cade . 1. M Wr2, _Co d q 2W tECC 1. Eh _Coda MAY 12 2009 INMRwild Sre Prmntbn1. cGdB Plans Re Md plam Rol Vaud wftd=ed m*w noM 161136-2019 1 03:18.53 PM Page i of J. 77 0 r .Ty m /G YP Ir t- �1 Pj'oj6c'�' . f3 i I � gau'ti+ " •ai1r4'+'►� , xt qa w� �3f A•fl " MAY 11 209 phns Reviewed pjBm rot Varg mfficd duhW w u Date Page Of Pages ...... ... ...... 0 flimkik "44M NO 1EX141BIT SL. na