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09-E Assignment of Hangar Lease DRAFT f:attorneylresworklcurrnetl Assignment of Airport Lease. Winters to Fasken Res 2006 March 20, 2006 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, PARIS, TEXAS, APPROVING AND ACCEPTING AN ASSIGNMENT OF THE LEASE AGREEMENT BETWEEN THE CITY OF PARIS AND BILLY W. WINTERS AND DONNAJ. WINTERS FOR PROPERTY AT COX FIELD AIRPORT TO ANDY FASKEN; MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Paris did heretofore, on the 12th day of February, 1996, in Resolution No. 96-012, authorize the execution of a Lease Agreement with Billy W. Winters and Donna 1. Winters for property at Cox Field Airport for a term of thirty-five (35) years, beginning March 1, 1996, and ending February 28,2031; and, WHEREAS, Billy W. Winters has expressed his desire to assign said lease to Andy Fasken, and Andy Fasken has expressed his desire to accept such assignment; and, WHEREAS, the form of the Assignment of Lease from Billy W. Winters and Donna 1. Winters to Andy Fasken, attached hereto as Exhibit A, should, in all things be approved, and the City Manager should be authorized to acknowledge approval of said assignment by signing the same; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, PRIS, TEXAS: Section 1. That the findings set out in the preamble to this resolution are hereby in all things approved. Section 2. That the form of the Assignment of Lease from Billy W. Winters and Donna 1. Winters to Andy Fasken, attached hereto as Exhibit A, for property at Cox Field Airport, be, and the same is hereby, approved; and, Section 3. That the City Manager be, and he is hereby, authorized and directed to acknowledge approval, on behalf of the City of Paris, of the Assignment of Lease from Billy W. Winters and Donna 1. Winters to Andy Fasken by signing the same in the form shown in Exhibit A, attached hereto. Section 4. That this resolution will be effective from and after its date of passage. PASSED AND ADOPTED this 27th day of March, 2006. Curtis Fendley, Mayor ATTEST: Janice Ellis, City Clerk APPROVED AS TO FORM: John D. Lestock, Assistant City Attorney ASSIGNMENT OF LEASE STATE OF TEXAS ~ ~ COUNTY OF LAMAR ~ KNOW ALL MEN BY THESE PRESENTS: We, Billy W. Winters and Donna J. Winters, of Paris, Lamar County, Texas, for and in consideration of the sum of TEN AND NO/lOO DOLLARS ($10.00) and other good and valuable consideration to us in hand paid by Andy Fasken of Lamar County, Texas, the receipt and sufficiency of which is hereby acknowledged, do hereby assign, transfer, and convey unto Andy Fasken that portion of Cox Field Airport shown on Exhibit A to the Lease Agreement dated February 12, 1996, by and between the City of Paris, Paris, Texas, and Billy W. Winters and Donna J. Winters, a copy of which is attached hereto as Exhibit A, together will all of our 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 as Exhibit A. EXECUTED this _ day of , 2006. Billy W. Winters Donna J. Winters ACCEPTANCE OF ASSIGNMENT I, Andy Fasken, Assignee in the above assignment, do hereby covenant and agree to assume and accept the obligations and responsibilities of Assignor above under the above- referenced lease agreement attached hereto as Exhibit A. Andy Fasken EXHIBIT A. STATE OF TEXAS ~ ~ COUNTY OF LAMAR ~ BEFORE ME, the undersigned authority, on this day personally appeared Billy W. Winters and Donna J. Winters, known to me to be the persons whose names are subscribed to the foregoing instrument, and acknowledged to me that they executed the same for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE this _ day of ,2006. Notary Public, State of Texas STATE OF TEXAS ~ ~ COUNTY OF LAMAR ~ BEFORE ME, the undersigned authority, on this day personally appeared Andy Fasken, 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 _ day of 2006. Notary Public, State of Texas The aforesaid assignment is approved and accepted by the City of Paris, Paris, Texas, on this the 27th day of March, 2006. Tony N. Williams, City Manager ATTEST: Janice Ellis, City Clerk APPROVED AS TO FORM: John D. Lestock, Assistant City Attorney FIRST AMENDED LEASE AGREEMENT COUNTY OF LAMAR KNOW ALL MEN BY THESE PRESENTS: STATE OF TEXAS TIIIS LEASE AGREEMENT is made this 12th day of February, 1996, by and between the CITY OF PARIS, PARIS, TEXAS, a municipal corporation, acting by and through its City Manager, Michael E. Malone, duly authorized, hereinafter referred to as LESSOR, and BILLY W. WINTERS and DONNA J. WINTERS, IS25 F.M. Road 195, Pads, Lamar County, Texas, hereinafter referred to as LESSEES. WITNESSETH For and in consideration of the construction of hangar at Cox Field Airport, the CITY OF PARIS does hereby lease, rent and let unto BILLY W. WINTERS and DONNA J. WINTERS, that portion of Cox Field property described in Exhibit "A", attached hereto and made a part hereof for all legal purposes. The term of this Lease is for THIRTY-FIVE (35) years, beginning on the 1st day of March, 1996. and ending on the 28th day of February, 2031. It is further agreed to bi LESSOR and LESSEES that LESSEES shaii have the option to renew such Lease for an additional period of TEN (to) years, the rental for the renewal to be in the sum of THIRTY-THREE THOUSAND SIX HUNDRED AND NOIlOO DOLLARS ($33,600.00), payable to the CITY OF PARIS, a municipal corporation, as follows: $280.00 on or before March I, 2031, with a like payment on or before the 1st day of each month thereafter during the remainder of the term of the first option, which cnds February 28, 2041. The granting of said first option is subjcct to the requirements set forth in paragraph 18. It is further agreed to by LESSOR and LESSEES that LESSEES shall have a second option to renew such Lease for a period of TEN (to) years, the rental for the second renewal to be baseu 011 eilher $.06 per square loot or the fair mark~t value at the time ot the exercising of such second option, whichever is greater, payable to the City of Paris, a municipal corporation, as follows: The amount detenllineu at the time of the exercising of the second option is payable on or before the I st day of March, 2041, with a like payment on or before the 1st day of each month thereafter during the remainder of the term of the second option, which Lcase ACl'ccllIcnt . Jla~c I EXHIBIT A ends Febl1lary 28, 2051. The granting of said second option is subject to the requirements set forth in paragraph 18. IN CONSIDERATION HEREOF, it is mutually agreed by and between LESSOR and LESSEES: I. That LESSEES pay to LESSOR, or order, allhc City Hall in the City of Paris, the agreed renlal in advance, promptly and without neglcct, default and dclay. 2. That this Lease is subject to all thc tcrms, provisions and conditions of the deed of conveyance of such premises from the United States of America to the City of Paris, recorded in l300k 308, Page 287, Deed Records of Lamar County, Texas to which reference is made for all purposes. 3. That LESSEES, thcir successors or assigns, agree that, in the event facilities are constructed, maintained, or otherwise operated on the said property described in this Lease for a purpose for which a Department of Transportation program or activity is extended or for another purpose involving thc provision of similar services or benefits, the LESSEES shall maintain and operate such facilities and services in compliance with all other re4uirements imposed pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of thc Secrctary, Part 21, Nondiscrimination in Federally-Assisted Programs of the Departmcnt of Transportation-Effectuation of Title VI of the Civil Rights Act of 1964, and as said Rcgulations may be amended. 4. That LESSEES, thcir successors or assigns, agree that (i) no person, on the grounds of race, color or national origin, shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities; (ii) that, in the construction of any improvements on, over, or under such land and the furnishing of services thereon, no person, on thc grounds of race, color or national origin shall be excluded from participalion in, denied the benefits of, or othcrw.ise be subjecteu to discrimination; (iii) that the LESSEES shall use the prcmises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Fedcral Regulations, Department of Transportation, Subtitle A, OITice of the Secretary, Part 21, Nondiscrimination in Federally-Assisted Programs of the Department of Transportation-Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended. Lease Agreement - page 2 5. That LESSEES shall comply with all conditions and requirements established in Dcpartment of Transportation. Fedcral Aviation Administration, Grant Agreemcnts No. 8-48- 0169-02 and No. 6-48-0169-03. 6. That LESSEES will abide by and comply with alllUles, regulations, ordinances and laws pertaining to the use of the airport located at Cox Field, including but not limited to the City of Paris Airport Manual and Federal Aviation Administration rules and rcgulations pertaining to Cox Field, and in addition thereto will abide by and comply with all ordinances of the City of Paris and all laws of the State of Texas governing citizens and properly within the City of Paris. 7. That LESSEES will use that portion of such premises in their possessions for private hangar space and for aeronautical activities for which they hold permits issued by the City of Paris in accordance with Article II of Chaptcr 6 of thc Code of Ordinances of the City of Paris. Further, it is hereby agreed by and between LESSOR and LESSEES that LESSEES . shall be permitted to sublease any or all portions of the premises described in attached Exhibit "A" for private hangar space and for aeronautical activities for which sublessee holds a permit issucd by the City of Paris in accordance with Article II of Chapter 6 of the Code of Ordinances of the City of Paris. 8. That, if in the course of using such premises for the permitted purposes, LESSEES desire to build, at their own expense, a hangar building and apron in pursuit of such uses, LESSEES will be so permitted upon application and approval for building permit or permits from the City of Paris, of all steel construction, similar in appearance and construction to the existing enclosed hangars in accordance with the noor plan described in Exhibit 13, attached hercto and made a part hcrcof for all legal purposes, and such structure will not violate any of the rules or regulations of the City of Paris or the Federal Aviation Administration. It bcing agrecd and understood that LESSEES shall be responsible for electric utilities furnished 10 the hangar building during the term of this Lease. 9. That LESSEES will take good care of the Icased prcmiscs and be rcsponsible and make good to LESSOR all injurics and damages to the same caused by LESSEES or those under them and will deliver same to LESSOR at the expiration or termination of this Leasc in as good condition as when completcd, usual wear and tear alone cxcepted; and LESSEES will, upon the Lcase Agreemcllt - page 3 expiration of this Lease, peaceably yield up to LESSOR all and singular the premises and all future erections, additions or repairs to or upon same, in good repair, including but not limited to hangar buildings, storage buildings, permanent installation of equipment and fixtures, and fences. 10. That all improvements maue upon [he said premises by LESSEES, or at their instance or request, shall at once become the property of LESSOR and shall be surrendered to LESSOR at the termination or expiration of this Lease. 11. That it shall be lawful for LESSOR's Airport Manager to enter upon and into the leased premises, and every part thereof, at all times for the purpose of inspecting and examining the condition thereof. 12. That LESSEES, with thc consent of LESSOR, in writing, first had and obtained, have the right to assign this Lease or sublet any part of the leased premises, with such assignee having all rights, privileges and obligations contained in this Lease. 13. That LESSEES agree to indemnify, save, keep and hold harmless LESSOR from and against any and all demands, debts, liabilities, suits, claims and causes of action of evcry kind and character whatsoever for damage or injuries to persons and/or property occurring on the leased premises resulting from LESSEES', their invitees, agents, servants or employee's use, and LESSOR shall not be liable to LESSEES, their invitees, agents, servants, employees or visitors due to the improvements located thereon, or hereafter constructed, or any other condition of the premises being improperly constructed, maintained or being or becoming out of repair; LESSEES hereby waive any defects therein and agree to hold and save LESSOR harmless from all claims for any such damages or injuries, and LESSEES must, at all times during the term of this Lease, and any extensions hereof, keep and maintain, in full force and effect, a policy or policies of insurance, providing at least $250,000.00 per person and $500,000.00 for any single occurrence for bodily ilUury or death and $100,000.00 for any single occurrence for injury to or destruction of property, indemnifying all persons for any and all damages, personal injuries or property damages sustained in or upon the premises of said leased property, or any part thereof, as the result of the negligence of LESSEES, their invitees, agents, servants or employees, and shall pay all premiums due thereon when due. It is expressly provided that such insurance policy or policies shall and must be written and issued by a Lcasc Agrcclllcllt . p~lgc ~ reputable insurance company or companies, with LESSOR as an additional insured, subject to approval by the City Attorney of the City of Paris, and LESSEES or their insurance carrier or carriers shall deliver a copy of any such policies to the City Clerk of the City of Paris, 150 1st Street S.E., Paris, Texas 75460, or furnish to said City Clerk a current letter or certificate from such company or companics, evidencing the fact that such insurance is in full force and effect at all times during this Lease, and any extension hereof, and specifically noting thercon that LESSOR is an additional insured. All such policies shall be written so that the LESSOR will be notified of cancellation or of any restrictive amendment of the policies at least thirty (30) days prior to the effective date of such cancellation or amendment. Notice shall be by certified mail, return receipt requested, addressed to the LESSOR at the following address: City Clerk, City of Paris, P. O. Box 9037, Paris, Texas 75461-9037. 14. LESSEES will not rent the premises, or any part thereof, for aircraft storage unless a permit under Article II, Chapter 6 of thc Code of Ordinances of the City of Paris, has becn issued to them for that specific purpose. 15. That LESSEES will not use, or permit the use of, said premises, or any part thereof, for any purpose which is determined dangerous or hazardous to the airport operation by Airport Managcr. 16. Should LESSEES default in, or fail or refuse to keep any of the covenants, conditions, stipulations and/or provisions hcrein containcd, notice hereof shall be given in writing to LESSEES by LESSOR's Airport Manager, giving LESSEES thirty (30) days to correct such discrepancy, and, in the event such default, failurc or refusal is not corrected within said thirty (30) day period, a second noticc, in writing, by certified mail, affording a hearing before thc Airport Advisory Board, on a day certain, shall be givcn to LESSEES by LESSOR's Airport Manager. After affording LESSEES such hearing, the Airport Advisory Board shall recommcnd to the City Council that the Leasc continue or be tellllinated, and thereafter the City Council shall take such action as it deems nccessary. 17. That the LESSOR may, at its option, terminatc this Lease as to the entire tract, or any part thereof, which may be necessary, in the evcnt thc LESSOR desires to use thc property, or any portion thereof, for nccessary municipal functions, such as extension of runways or erection of other airport facilitics. [n thc event of either of the ahovc contingencies, Leasc Agrwllcnt - pagc 5 the LESSOR shall give the LESSEES ninety (90) days notice, in writing, of its intention to so utilize the tract, or any portion thereof, for the above specified purposes. In the event of either of the above contingencics, the LESSOR shall have thc option pursuant to Paragraph 8 of this Lcase to satisfy its obligation of compensation to LESSEES. 18. In the evcnt LESSEES shall kcep each and cvcry agreement contained hercin and do and perform all the obligations requircd of them hereunder during the primary term of this Lease, an option is hereby given and granted to LESSEES to renew and extend this Lcase for a period of TEN (10) years from and aftcr the expiration of this agreemcnt, which option may be exercised by LESSEES giving notice, in writing, of their intention to renew said lease nincty (90) days prior to the expiration of the primary term of the Lease, and shall be undcr such terms as previously provided. Further, in the event LESSEES shall kecp each and every agreemcnt contained herein and do and perform all thc obligations required of thcm hcreunder during the first option of this Lease, a sccond option is hcrcby given and granted to LESSEES to renew and extend this Lease for a period of TEN (10) years from and after the expiration of said first option. which second option may be exercised by LESSEES giving notice, in writing, of thcir intention to renew said lease ninety (90) days prior to the expiration of the first option of the Lease, and shall be under such tcrms as prcviously provided. 19. In the evcnt of a termination of this Lcasc by thc City of Paris, as permitted herein during the primary term of said Lease, the City of Paris will bc obligated to pay to LESSEES I/35th of the original cost of said hangar and apron, multiplied by the numbcr of years remaining in the primary term of this Lease, which ends February 28, 2031. In the alternativc, in licu or payment for termination during the primary term of this Lcase, the City of Paris may agrec to give LESSEES hangar space of equal quality, sizc and usefulncss, at no expensc to LESSEES. for the remainder of thc primary term of this Lease. In the evcnt that final termination of said Lease occurs during the first option, there shall be no payment due LESSEES. Howevcr, thc City of Paris may agrec to givc LESSEES hangar spacc of equal quality, size and usefulness, and LESSEES are granted the right to lease such substitute space for TEN (10) years for THIRTY-THREE THOUSAND SIX HUNDRED AND NO/100 DOLLARS ($33,600.00), payable as aforesaid. Lease Agrcclllcllt . pa~c 6 In the event that final tcrmination of said Lease occurs during the second option, there shall be no payment duc LESSEES. However, the City of Paris may agree to give LESSEES hangar space of equal quality, size and usefulness, and LESSEES are granted the right to lease such substitute space for TEN (10) years, at a rental rate to be based on either $.06 pcr square foot or the rail' market value at the time or the exercising or the option, whichevcr is grcatcr. 20. The terms of this Lease arc binding on, and the benefits herein inure to, the heirs, administrators and executors of LESSEES. EXECUTED ON the dates shown in acknowledgements below. CITY OF PARIS, LESSOR: By: ATTEST: Ltr W. J~vJ Billy w.~llcrs U-r{M-, ~. ult;,J4,) Donna 1. Winters STATE OF TEXAS COUNTY OF LAMAR BEFORE ME, the undersigned authority, on this day personally appeared MICHAEL E. MALONE, City Manager of the City of Paris, Paris, Texas, known to mc to be the person whose name is subscribed to the forcgoing instrument, and acknowledgcd to me that hc executed the ~al1lc lor the purposes and consideration therein expressed and in the cap:lcity therein staled, (' t.t H'f.fl" rt;:.,,,,,, u rTt/'" " "I"~_rp.,'.::TJ;rUJ 'TU 'F i.".",,,.,,,,,,.. All!'r r.A LJI/l^'L-IO ~ I l\~"I":~II.;~,~ IJl m. r ~H N )1 t'7~n IlolJrY Mlic, Slalc of Texas ~ .<1/", \;~~/ My Cor,lIniSlio!l bpllcs o,-noo]ij -'/111Ifl11 \., III Ir '\',n;flr:l " O.r::t"t.t..l.l";tXl.U-I"o--01..:.l.UlnT.l:J:\D:'- lit GIVEN UNDER MY HAND AND SEAL OF OFFICE this the jJ{'day of February, I {JI ;J. . f."h< , '. / {~'I 1 7 . {Ij 1. ..A_/.I (( _, _>(..' Notary Public, State of Tcxas 1996. Lease ^~rrclllellt - page 7 STATE OF .r !.. \ ." COUNTY OF ;','''' 'I' BEFO RE ME, the undersigned authority, on this day personally appeared BI LL Y W. WINTERS and DONNA J. WINTERS, known to me to be the persons whose names are subscribed to the foregoing instrument, and acknowledged to me that they executed the same for the purposes amI cOllsideratioll therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE this the ~ day of Febru:lry, 1996. ;j j" I . . / , . - i '/ t., ... /1,,l.I,,')_f_./' . 'v...~)~j,..J Notary Public, State of <,.\ , Lcasc Al:I'CCIIICllt . pagc S JlM't8'S5"{ /]1.8/' , ~ , cr ~ '-Sl '-'l N ~ '" "- "- D. l/q ~[ . ~lJ ) ~ q \(1 t\J ;--. . ..... ...... ~ \r1 S88'U;'J5"w /tIO.otJ, 5LJIf.'.J" ~ IDD ' FIELD NOTES Being tlll thtlt certtlin tmcl of Itlnd silutlled tlboul 6.25 miles Soulhetlsl of the City of Ptlris, Ltlmar Counly, Textls, tl part of the William Scoll Survey, Abslrtlct No. 856 tlnd tl part of the same land described in deed from the United Sttltes of America to the City of Paris, recorded in Volume 306, P<lge 287, Lamtlr Counly Deed Records tlnd being further described as follows: Commencing at an iron pin for corner allhe interseclion of the Soulh line of F.M. Highwtly 1508 wilh [he Easlline of F.M. Highway 1508 silualed just Soulh of the main enlmnce to Cox Field Airport; Thence North 73 Degrees, 00 Minules, 10 Seconds East a dislance of 1125.49 feet to tln iron pin sel at the Soulhwesl corner of lhis lract; Thence North 1 Degree, 15 Minules West a distance of 152.69 feel to an iron pin set for corner; Thence Nor1h 66 Degrees, 28 Minutes, 35 Seconds [<lsl tl dislt1nce of 139.81 feel 10 an iron pin sel for corner; Thence Soulh 1 Degree, 20 Minutes, 40 Seconds East a dislance of 152.69 feel 10 tln iron pin sel for corner; Thence South 88 Degrees, 28 Minutes, 35 Seconds West tl distance of 140.06 feel 10 the pltlce of beginning and containing 0.49 tlcre of land. I, R. Brilndor. Chaney, Rcoisicred prorcssio!llll Land Surveyor, No. 40S7, Slale of Texas, certify thai the above Pial and Field Noles depicl and represenl a aelual Survey made on the ground under my supervision t1nd finished __ ~,? 'I) -. 1995. fL6c _ . R. ~"ndon Ch,n,y, R.P.LS. L~ STATE OF TEXAS COUNTY OF LAMAR DEFORE ME, the undersigned aUlhority, a Notary Publie in and for said Counly and Sltlle on this day persontllly tlppetlred R. Bmndon Clwney, known 10 me to be the person whose name is subscribed to [he foregoing instrument and acknowledge 10 me t1wl he executed stlme for the purpose and consideralion therein exprllssed. II (r-nJ. . GIVEN UNDER MY HAND AND SEAL OF OFFICE, t11is --I L. day or ~ A.D. 1995. IA .,'11111 'I l ..,~'~~L H. ~i\ t,l_P ~~ 4?p{~ :\0 \o~~I\Y I'Ve 10"', NOTAHY PUIJLlC, STAT - OF TC:XAS .~'~: '*<'(l O'~ . -1 . ~' ", ,~ t,...: = \1' / : ~ ~\ c,): . .vJ. .\'t . ~ f or ,'i.. . ,: 'f, f~PI[1(S ..- I,. :> ..' 'j.: '06-97 "., t,. 'U..,I" EXIlIIlIT A BILL OF SALE FOR VALUE RECEIVED, THE UNDERSIGNED BILLY WINTERS OF LAMAR COUNTI', TEXAS (SELLER) IIEREBY SELLS AND TRANSFERS UNIU ANDY FASKEN OF LAMAR COUNTY, TEXAS (BUYER), AND IT'S SUCCESSORS AND ASSIGNS FOREVER, THE FOLLOWING DESCRIBED PROPERTY: FULL INTEREST IN AIRCRAFT HANGAR LOCATED AT COX FIELD, PARIS, TEXAS. SUBJECT TO THE TERMS OF THE LAND LEASE NEGOTIATED WITH THE CITY OF PARIS ON FEBRUARY 12m, 1996. SELLER WARRANTS AND REPRESENTS THAT IT HAS GOOD TITLE TO SAID PROPERTY, FULL AUTHORITY TO SELL AND TRANSFER SAME AND THA T SAID PROPERTY IS BEING SOLD FREE AND CLEAR OF ALL LIENS, ENCUMBRANCES, LIABILITIES, AND ADVERSE CLAIMS, OF EVERY NATURE AND DESCRIPTION. THERE ARE NO WARRANTIES, EITHER EXPRESSED OR IMPLIED. BUYER ACREES THAT HANGAR IS DOUGUT "AS IS" AND lHJYER 'WAf\'"'E5 ANY CLAIM FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDlNG DAMAGES RESULTING IN PERSONAL INJURY AGAINST THE SELLER. BUYER HEREBY W AlVES ANY DEFECTS THERIN AND AGREES TO HOLD SELLER HARMLESS FROM ALL CLAIMS FOR ANY SUCH DAMAGES OR INJURIES. SIGNED THIS 9TI1UAY U!1' lJKCEMBER, 2005 IN THE PRESENCE OF: e. // ') \;&. / --L~/ /' . \ I . /, /. ('~).!lf /!-<J,_ c,,?J..f~c.{, WITNESS