PIPE GAS FRANCHISE AGREEMENT FOR WUHE COUNTRY Construction Bureau of Wuhe Country Beijing Zhong Ran Wei Ye Gas Co., Ltd. August 17, 2006
PIPE
GAS FRANCHISE AGREEMENT FOR
WUHE COUNTRY
Construction
Bureau of Wuhe Country
Beijing
Zhong Ran Wei Ye Gas Co., Ltd.
August
17, 2006
TABLE
OF
CONTENTS
|
Chapter
1
|
General
|
|
Chapter
2
|
Definitions
|
|
Chapter
3
|
Grant
and Cancellation of Franchise
|
|
Chapter
4
|
Termination
of Franchise Agreement
|
|
Chapter
5
|
Construction,
Maintenance and Upgrade of Gas Facilities
|
|
Chapter
6
|
Security
of Gas Supply
|
|
Chapter
7
|
Quality
and Service Standards
|
|
Chapter
8
|
Fees
|
|
Chapter
9
|
Rights
and Obligations
|
|
Chapter
10
|
Breach
of Agreement
|
|
Chapter
11
|
Force
Majeure
|
|
Chapter
12
|
Settlement
of Disputes
|
|
Chapter
13
|
Miscellaneous
Provisions
|
|
Chapter
14
|
Chapter 1
General
|
1.1
|
In
order to regulate pipe gas franchise operation in Wuhe
Country, to strengthen market supervision, to safeguard public interests
and public security, both parties agree to enter into this Agreement
in
Wuhe Country, Jiangsu Province on this day of August
17, 2006 through
legal procedure, pursuant to Administrative
Measures on the Franchise Operation of Municipal Public Utilities
by
the Ministry of Construction and administrative regulations for municipal
public utilities in Wuhe Country.
|
|
1.2
|
This
Agreement is signed by and between the Construction Bureau of Wuhe
Country
(hereinafter referred to as Party A), entrusted by Wuhe Country Municipal
Government, (entrustment shall take the forms of authorization letter
signed by Wuhe Country Municipal Government on matters in this agreement)
and Beijing Zhong Ran Wei Ye Gas Co., Ltd. (hereinafter referred
to as
Party B)
|
Party
A:
Construction Bureau of Wuhe
Country
Legal
address: Huaihe Street
Legal
representative: Yu yechun (Director)
Party
B:
Beijing Zhong Ran Wei Ye Gas Co., Ltd.
Legal
address: Caizhiguoji Xxxxxxxx Xx.
00
Xxxxxxxxxxxxxxxx Xxxxxx, Xxxxxxx
Xxxxxxxx
Registration
No.: 019475
Legal
representative: Xxx Xxxxxxx (Board Chairman)
|
1.3
|
The
principles of franchising:
|
| Both parties agree to comply with the following principles: |
|
(1)
|
openness,
equality, justice and priority of public
interests.
|
|
(2)
|
compliance
with Chinese laws.
|
|
(3)
|
in
accordance with urban planning and gas
planning.
|
|
(4)
|
providing
users with high quality services, and reasonable price of gas
supplies.
|
|
(5)
|
ensuring
safe and stable supply of pipe gas; improving management performance
and
technical level.
|
|
(6)
|
effective
use of clean energy; promoting sustainable development of gas
industry.
|
Chapter
2
Definitions
For
the
purposes of this Agreement,
the following terms and phrases shall have the meaning and interpretation given
herein.
2.1
“China” means the People’s Republic of China, not excluding Hongkong SAR, Macao
SAR and Taiwan Region for the purpose of this Agreement only
2.2
“Laws” means any applicable Chinese laws, administrative regulations, regional
regulations, autonomous regulations and separate regulations, rules, judicial
interpretation and other legally biding regulative documents.
2.3
“Gas”
means LPG, natural gas, artificial coal gas and other gas fuels for civil,
commercial and industrial use.
2.4
“Pipe
Gas” means gas provided to users through pipelines.
2.5
“Pipe
Gas Operation” means operation of pipe gas supply and related
services.
2.6
“Pipeline Network” means principal pipelines, branch pipelines and community
pipelines that are used to transit gas, regulator stations/boxes at the joint
of
pipelines and auxiliary facilities.
2.7
“Municipal Pipe Gas Facilities” means all the gas pipeline facilities outside
the red line of municipal planning.
2.8
“Community Pipe Gas Facilities” means all the gas pipeline facilities within the
red line of municipal planning.
2.9
“User-Affected-Projects” means occurrence of any of the following situations (1)
the suspense of gas supply or substantial decrease of gas pressure affecting
over 3 households, lasting more than 5hours; (2) affecting traffic of vehicles
and pedestrians on major and minor trunk roads for over 24 hours; (3) affecting
the use of other public facilities.
2.10
“Gas
Emergencies” means all incidents related to pipe gas that requires urgent and
irregular response, such as gas explosion, combustion and leak.
2.11
“Franchise” means Party B’s exclusive right authorized by Party A of
constructing, operating and maintaining the pipe gas facilities, supplying
customers with gas through pipeline, providing charged fix service on pipe
gas
facilities in the authorized area during its operation.
2.12
“Force Majeure” means events and situation which are unforeseeable, unavoidable
or insurmountable. With this precondition, Force Majeure shall include but
not
be limited to:
(1)
lightening, earthquake, volcano eruption, land slide, flood, storm, tsunami,
typhoon, tornado or draught;
(2)
epidemic disease and plague;
(3)
war,
invasion, armed conflict or act of foreign enemy, use of military power, riot
or
terrorism;
(4)
strike across an industry, a city, a region or a country;
(5)
decrease of gas-supply quality or deduction of gas-supply amount which is not
caused by Party B.
2.13
“Day,
Month, Quarter, Year” means calendar day, month, quarter and year.
(1)
This
Agreement is hereby signed between Party A and Party B;
(2)
Party
A shall issue Franchise Authorization Letter to Party B within 3 days after
the
sign of this Agreement and announce the authorization to the
public.
Party
B
shall provide a Performance Guarantee issued by a financial agency in good
credit standing within 10 days following the signing, so as to ensure the
implementing the obligations under this Agreement.
The
amount of guarantee shall be XXX 00 million.
Party
B
agrees to pay Party A RMB 100 per household according to the number of
households developed each year, and the payment shall be calculated and settled
before December 31.
The
franchise granted under this Agreement shall be for a term of 20 years, starting
on September 1, 2006 and ending on September 1, 2026.
The
franchise granted under this Agreement shall be within the Zaoqiang Municipal
Administrative Region, from Huaibei Levee on the east to Huamuwang Village
on
the west, from the Huaihongxinhe Levee on the east to the Jingang Village on
the
west. Party B shall not unilaterally expand the region scope of franchise
rights.
The
scope
of franchise granted under this Agreement include: constructing, managing and
operating natural gas projects, LPG projects and auxiliary facilities; providing
related rescue and rush-repair services; constructing and operating gas
stations; sales of gas; gas supply and sales services for industrial,
commercial, public construction, residential and transportation
uses.
Any
franchise and other related rights granted under this Agreement cannot in any
event be sold, transferred, leased, assigned or disposed of to a third party
unless otherwise agreed between Party A and Party B, during the franchise
term.
Party
A
has the right to terminate the Franchise Agreement granted to Party B and take
over it upon occurrence of any of the following situations:
(1) Disposition
of the franchise by transfer, lease, lien and etc.;
(2) Pledging
the Company assets without authorization;
(3) Mismanagement
that causes serious quality and safety accidents and seriously affects the
public interest;
(4) Unauthorized
and arbitrary termination and suspension of operation that affects the public
interest and safety; and
(5) Other
situations as specified under the applicable laws, regulations and
rules.
The
Franchise Agreement shall terminate automatically upon the expiration date
of
the franchise term.
(1)
In
the case of Force Majeure or as deemed necessary by one party, both Parties
shall negotiate to terminate this Franchise Agreement prior to the expiration
date, and sign a Termination Agreement. Without agreement through consultation,
no party shall terminate this Franchise Agreement unilaterally prior to the
expiration date.
(2)
Both
parties shall terminate this Franchise Agreement upon the cancellation of
franchise.
4.3
Termination Date of the Franchise Agreement
(1)
the
expiration date of the Franchise Agreement
(2)
the
effective date of the termination
(3)
the
cancellation date of Franchise
(1)
If
the Franchise Agreement shall be terminated due to the expiration, both parties
shall sign a Termination Agreement through negotiation completed 180 days prior
to the expiration date.
(2)
If
the Franchise Agreement shall be terminated due to the cancellation of
Franchise, both parties shall sign a Termination Agreement 180 days prior to
the
termination date.
4.5
Guidelines on the ownership and disposition of assets
(1)
The
ownership of assets belongs to the investor.
(2)
Assets disposition shall be based on the evaluation of Party B’s assets made by
the intermediary agency approved by both parties.
(3)
When
Party B’s franchise expires, its assets must be transferred, and the
compensation for the transferred assets must be provided based on the
evaluation.
Chapter
5
Construction, Maintenance and Upgrade of Pipe Gas Facilities
5.1
Construction of Pipe Gas Facilities
In
the
region designated by this Agreement, Party B shall be responsible for the
investment and construction of municipal pipe gas facilities, according to
the
requirements of urban planning.
5.2
Land
Use
In
the
franchise term, the land on which Party B invests to build pipe gas facilities
shall be regarded as land for public utilities use. Party B shall pay taxes
and
fees for urban infrastructure land use. Party B shall not change the purpose
of
land or transfer or pledge the land-use right without approval.
5.3
Operation, Maintenance and Upgrade of Pipe Gas Facilities
In
the
franchise term, Party B shall be responsible for the operation, maintenance
and
upgrade of pipe gas facilities, based on national and regional standards as
well
as relevant regulations.
5.4
Expropriation and Compensation
If
Party
A needs to expropriate legally the pipe gas facilities due to public interests,
Party B shall cooperate with Party A, and Party A shall give Party B reasonable
compensation.
Chapter
6
Security
of Gas
Supply
6.1
Security
Requirements
Party
A
and Party B shall both strictly abide by national and regional safety laws,
regulations, rules and policy documents. Party B promises to meet national,
industrial and regional standards on gas supply, operation, quality, security
and service. Party B shall be responsible for pipe gas supply security, public
security and safe use publicity in the franchise region based on
laws.
6.2
Gas
Security System
Party
B
shall build and improve the responsibility system as well as the security
system, so as to ensure safe and stable gas supply, operation and service and
to
prevent accidents.
When
accidents happen and during accidents, Party B shall use all kinds of emergency
measures to remedy, so as to minimize the impact of accidents on users and
the
public. Meanwhile, Party B must notify relevant departments according to
national security administrative regulations.
Party
B
shall strengthen inspection and eliminate potential hazards. Party B shall
promptly stop all the possible threat to gas infrastructure, and inform relevant
departments, persuade and inform in writing the organizations and individuals
violating the security regulations to make correction. As for those who do
not
follow the instruction, Party B shall notify Party A or administrative and
law
enforcement agencies in writing. Party A, on receiving reports from Party B,
shall promptly coordinate with law enforcement agencies to investigate and
to
punish.
6.3
Security Prevention
Party
B
shall strictly follow the guidelines in pipe gas operation, maintenance and
repair, and carry out regular inspections of the operation and performance
of
pipe gas facilities. In necessary cases, Party B shall carry out evaluation
on
the quality of underground pipeline network, and report to Party A regularly
on
the operation of the facilities if necessary ( in case of natural disasters
and
serious accidents).
The
obligations of each party shall be clarified in Gas Supply Contracts signed
between Party B and the users.
6.4
Compulsory Insurance
Party
B
shall implement the compulsory insurance for the security of pipe gas facility
security, and user security.
6.5
Emergency Repair
Party
B
shall make a plan for emergency repair, rescue and disaster relief, and build
a
guarantee system effective in organizing, directing, supplying equipment and
materials, so that when gas emergencies happen, the guarantee system can be
launched smoothly. Party B shall have a pipe gas facilities emergency repair
team, providing around-the-clock emergency hotline.
6.6
Safe
Use of Pipe Gas
Party
B
shall examine the pipes of customers and propagandize the knowledge of safe
use,
answer users’ inquiries, and raise people’s awareness in protecting pipe gas
facilities.
6.7
Reports on User-Affected-Projects
If
Party
B’s maintenance and transformation of pipe gas facilities may affect users,
Party B shall inform users 24 hours before projects begin, and notify users
and
the public through media in advance the general information of projects, such
as
construction term, level of impact and affected region.
If
the
gas emergencies being handled by Party B affect or may affect a large group
of
users, Party B shall simultaneously inform Party A of the emergencies, and
notify users who are affected or may be affected through proper
means.
Chapter
7
Quality
and Service Standards
Party
B
shall set up a quality guarantee system, to ensure pipe gas quality, pipeline
transportation pressure, pipeline pressure to gas cookers, combustion heat
value, Xxxxx-index, gas odorization etc. can meet the quality requirements
hereafter set forth in Appendix 4.
7.2
Service Standards
Party
B
shall, according to users’ practical needs, provide users with such
comprehensive services as business hotline, a chain of service stations,
business reception, regular meter reading, facilities installation and
inspection, which shall meet the standards hereafter set forth in Appendix
5.
8.1
Approved Price
The
initial residential installation fee and the gas price charged by Party B shall
be approved by the local department in charge of pricing.
The
initial residential installation fee shall not be higher than XXX 0000/xxxx
for
a household (including all the materials except gas stove).
The
charging standard of other paid services provided by Party B shall be approved
by the local department in charge of pricing separately.
8.2
Payment of Gas Price
Gas
Price
shall be price per cubic meter times gas consumption, or shall be calculated
by
heat unit price. The payment of gas price shall be made in ways of regular
meter
reading or IC card deposit, based on applicable law.
8.3
Price
Adjustment Procedure
In
the
cases of major changes in operational cost which can not be attributed to Party
B, Party B can apply for adjustment of pipe price. Party A shall provide
adjustment advice to upon verification.
8.4
Cost
Regulation
Party
A
has the rights to supervise the operational cost of pipe gas enterprises, and
assess the operational performance of the enterprises.
Chapter
9
Rights and Obligations
9.1
Rights of Party A
(1)
Party
A supervises Party B’s franchise operations according to national laws,
regulations and technological standards.
(2)
Party
A supervises Party B’s implementation of the Franchise Agreement. Party A can
hire intermediary agencies to evaluate Party B’s assets and operations, and make
suggestions to Party B based on the evaluation results.
(3)
Party
A has the right to review whether Party B’s Pipe Gas Five Year Plan and Annual
Investment Plan is in accordance with the general urban planning.
(4)
Party
A takes users’ complaints about Party B, investigates the situations and settles
the problems according to law.
(5)
Other
regulative rights granted by laws, rules and regulations.
9.2
Obligations of Party A
(1)
Party
A shall ensure the integrity of the franchise. During the franchise term, Party
A shall not grant the franchise to a third party in the franchise region which
has been granted to Party B.
(2)
Party
A shall maintain the order of natural gas market in the franchise
region.
(3)
Party
shall provide necessary preferable policy and support to Party B’s franchise
operation.
(4)
Party
A shall have a plan to temporarily take over Party B’s pipe gas facilities, so
as to ensure public interests.
(5)
Other
obligations given by laws, regulations and this Agreement.
(1)
Party
B has the exclusive rights to pipe gas business in the franchise
region.
(2)
Party
B has the rights to invest and develop pipe gas in the franchise
region.
(3)
Party
B has the rights to ensure the safe operation of gas pipeline network.
(4)
Party
B has the rights to refuse supplying gas to users whose pipe gas facilities
can
not meet national safety technical standards and have potential safety hazards,
or users who severely violate gas supply contracts or use gas illegally.
(5)
Other
rights given by laws, regulations and this Agreement.
9.4
Obligations of Party B
(1)
Party
B shall make both long term and short term investment plans for pipe gas
development, and make investment pursuant to general urban planning and gas
planning.
(2)
Party
B shall provide gas and relevant services according to national, industrial,
regional and corporate standards.
(3)
Party
B shall maintain the normal operation of gas pipe facilities and pipeline
network, and ensure the continuity of gas supply. In the cases of failure or
accidents, Party B shall immediately carry out emergency repair and
rescue.
(4)
Party
B has the obligation to offer universal service and continuous operation. Party
B shall not suspend gas supply, dismiss or close without permission from Party
A.
(5)
Party
B shall accept daily supervision, regulation and temporary takeover by Party
A,
allow other regulative measures and supervision by the public.
(6)
Party
B shall start the construction 3 months following the signing of this Agreement
and connect the customers of the first stage to gas in 9 months.
(7)
Party
B has the obligation and must compensate Party A for the environmental pollution
and any damage, fees, loss caused by the construction, operation and maintenance
of municipal pipe gas facilities, excluding the damage, fees, loss due to Party
A’s breach of the agreement or the environmental pollution which Party B is not
responsible for as stated in this Agreement.
(8)
Party
B must submit to Party A upon completion all the technical data in the design,
construction and operation of the municipal pipe gas facilities, including
design report, calculation and design documents, operational data, so that
Party
A can supervise the design, construction process and operation of facilities.
(9)
Party
B shall make use of its own advantage to assist Party A in business investment
and raising of capital.
(10)
Party B shall ensure normal supply and continuous service during the period
designated by the grantor after the cancellation and termination of franchise.
Party B shall be fully responsible for the safety, service and personnel
resettlement during the transitional period before transferring the necessary
assets to maintain franchise operations and all the documents to the enterprise
designated by the grantor.
During
the franchise term, Party B shall make regular reports to Party A on the
following matters:
|
(1)
|
Party
B shall submit to Party A a frachise report for the previous year
(contents include: report on the franchise assets, development, management
and service quality; implementation of operation plan; and basic
situation
about the enterprise) as well as a franchise financial report before
March, 1 of
each year.
|
|
(2)
|
Party
B shall submit to Party A a pipe gas quality test report for the
previous
year before March each year.
|
|
(3)
|
Party
B shall submit to Party A reports on pipe gas development, gas
consumption, investment project plan and an annual operation plan
for the
present year before February each
year.
|
Party
B
shall submit written reports to Party A for reference ten days within the
following occurrences:
|
(1)
|
making
long term operation plan(such as five-year or ten-year operation
plan)
|
|
(2)
|
appointment
or replacement of Party B’s Board Chairman, supervisors, general manager,
vice general manager, Chief Financial Officer, general engineer and
other
members of the senior management
team.
|
|
(3)
|
changes
in Party B’s shareholders or shareholding
structure.
|
|
(4)
|
decisions
made by Party B’s Board of Directors and Board of Supervisors relating to
franchise operations.
|
|
(5)
|
Contract,
Agreement and Letter of Intent signed by Party B that may have a
major
impact on franchise operations.
|
|
(6)
|
major
occurrences that affect gas price, safety, technology, quality and
service.
|
|
(7)
|
other
occurrences that have a major impact on the enterprise’s franchise
operations.
|
Chapter
10
Breach of Agreement
10.1
Compensation Liability
Conduct
of any Party that violates any term under this Agreement shall be deemed as
breach of agreement. The Breaching Party bears compensation liability, including
the damages caused by the Non-Breaching Party to a third party, due to the
breaching party’s violation.
The
Non-Breaching Party shall minimize the loss due to the violation of the
Breaching Party.
Should
part of the loss occur due to the action or inaction of the Non-Breaching Party,
equivalent amount shall be deducted from indemnity paid by the Breaching
Party.
10.2
Advance Notice
When
Party B knows or should know that it is no longer capable to honor this
Agreement, it shall inform Party A in written forms in advance, and help Party
A
carry out temporary takeover plan. If Party B fails to inform Party A promptly,
which leads to loss or major social impact, Party B and its responsible person
shall bear relevant legal responsibilities.
10.3
Amendment
If
Party
A believes Party B’s conduct can lead to the cancellation of the Franchise,
Party A shall inform Party B in written forms, and shall offer Party B a Cure
Period of 30 days since the day of the written notice.
Party
B
shall correct mistakes or eliminate obstacles within the Cure Period, or raise
an objection to Party A’s inform. Party A shall investigate the situation within
7 days after it receives the objection, and decide whether to cancel the
Franchise.
Chapter
11 Force
Majeure
11.1 Exemption
from liability
Should
any Party be prevented from performing its complete or partial obligations
under
this agreement due to the occurrence of any event of Force Majeure, such party
can suspend its obligations under this Agreement (excluding obligations occurred
before the Force Xxxxxx events that should be but has not yet been
met.)
If
Party
A or Party B suspends its obligations based on the previous term, it must resume
its obligations as soon as possible once the event of Force Majeure
ends.
11.2
Limited
exemption from liability
The
following occurrences shall not be regarded as Force Majeure
events:
|
(1)
|
equipment
failure or damage due to normal attrition, inappropriate maintenance
or
insufficient inventory of component parts.
|
|
(2)
|
any
conduct, event or situation that only leads to non-economy when
implementing this Agreement.
|
11.3
Obligations of the Party Claiming Force Majeure
The
Party
claiming Force Majeure shall promptly inform the other party in writing once
it
knows about the Force Majeure event, stating details of such event, the possible
impact on the Party’s implementation of its contractual obligations and its
predicted period, as well as any other information the other party may
reasonably request for. In the event of Force Majeure, each Party shall bear
its
own expenses and costs incurred by Force Majeure.
The
Party
claiming Force Majeure shall, in all times, use all reasonable endeavours to
avoid or minimize the consequences of such Force Majeure.
12.1
Consultation
In
the
event of any dispute, controversy or claim arising out of or under or relating
to this Agreement, or about the interpretation of the terms in this
Agreement(including the existence, validity or termination hereof) or arising
from the implementation of this Agreement, the Parties shall attempt in the
first instance to resolve such dispute through friendly consultations.
12.2
Arbitration or Litigation
In
the
event such dispute is not resolved through consultations according to 12.1,
the
dispute can be submit for arbitration before the China International Economic
and Trade Arbitration Commission ("CIETAC").
13.1
Signing of the Agreement
This
Agreement shall be signed when representatives of both Party A and Party B
have
been duly authorized to sign it, and the internal approval procedure of this
Agreement has been completed both at Party A and Party B.
13.2
Commencement of this Agreement
This
Agreement commences on the date when it is signed and sealed by representatives
of both Parties. Supplemental agreements and Appendix are part of this
Agreement. Such supplemental agreements and Appendix shall have the same force
and effect as this Agreement.
13.3
Amendment to the Agreement
During
the effective period of this Agreement, if this Agreement or part of this
Agreement can not be performed due to changes in applicable laws and regulations
or relevant policies, amendment or supplemental agreements can be made to this
Agreement through consultation between the two Parties.
13.4
Severability
If
any of
the provisions of this Agreement is, or is determined to be illegal, invalid
or
unenforceable by any arbitration tribunal or court with jurisdiction, the
validity and enforceability of other provisions shall not be
affected.
13.5
Continuing Validity
Provisions
of dispute settlement and provisions agreed to remain valid under this Agreement
after it terminates, shall survive the termination of this
Agreement.
14.1
This
Agreement and its Appendix are executed in the Chinese language in 8
originals and 2 copies. Each Party holds 4 original and 2 copies. All Appendix
shall have the same force and effect as this Agreement.
14.2
This
Agreement shall be governed and interpreted by the laws of the People's Republic
of China.
Chapter
15 Appendix
Appendix
1 Authorization
Letter signed by Party A
Appendix
2 Authorization
Letter signed by Party B
Appendix
3 Map
of
Regional Scope of Franchise Rights
Appendix
4 Approval
Documents of Project and Enterprise
(the
Planning Permit on Land for Construction Use, Land Use Certificate, Initial
Design Approval, the Planning Permit on Construction Works, Foreign Designer
Qualification Review and Design Contract, Approval of Design Contracting,
Foreign Construction Contractor Qualification Approval and Qualification
Certificate, Construction Contract Archive, the Working Permit on Construction
Works, Acceptance of Environmental Protection Facilities, Acceptance of
Construction Completion, Health license, Acceptance of Land Reclamation,
Registration of Property Right for Pipe Gas Facilities and registration of
other
rights, Company Registration and Business License, Tax Registration, Financial
Registration, Registration with Statistics Department, Customs Registration
Archive, Labor Management Matters, Approval and Registration for Project
Financing, etc.)
(Note:
adjusted to specific projects by the Parties)
Appendix
5 Technical
Regulations and Requirements
Appendix
6 Facility
Maintenance Plan
Appendix
7 Insurance
(Note:
include but not limited to proper insurance provided and maintained for gas
facility safety, public responsibility safety and user safety.)
Appendix
8 Engineering
Technology Plan
Appendix
9 Quality
Standards of Pipe Gas and Service Standards of Gas Supply
Appendix
10 Safety
Management Standards
Party
A:
Construction Bureau of Wuhe Country
Sealed
Representative:
Signed
Party
B:
Beijing Zhong Ran Wei Ye Gas Co., Ltd.
Sealed
Representative:
Signed