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The Hive Transferee Agreement TRANSFEREE AGREEMENT THIS TRANSFEREE AGREEMENT (this "Agreement"), is made and entered into this 4.41 13 day of (Ci d i 2023 (the "Effective Date") between and among the CITY OF SALINA, KANSAS, a municipal corporation duly organized under the laws of the State of Kansas (the "City"), and THE HIVE SALON AND SPA LLC, a Kansas limited liability company ("Transferee") (collectively, the "Parties" and each a "Party"). Salina2020, Inc., a Kansas corporation (the "Master Developer") is joining this Agreement for the purposes of consenting to the transfer to the Transferee as further described throughout the Agreement and for consenting to the rights and benefits granted to Master Developer as described herein. RECITALS: A. City and Master Developer have entered into that certain Development Agreement (the "Development Agreement") dated as of January 23, 2017, as amended by the First Amendment to Development Agreement dated as of January 12,2018 and the Second Amendment to Development Agreement dated as of November 5, 2018 (as amended, the "Development Agreement") concerning development of a mixed-use project located generally within downtown Salina, Kansas as more specifically described in Section 3.01 of the Development Agreement(the "Project"). Capitalized terms which are not otherwise defined herein shall have the meanings assigned to them in the Development Agreement. B. Article IX of the Development Agreement provides for assignment by the City and Master Developer of certain obligations, covenants, and agreements under the Development Agreement to third parties. Accordingly, the City and the Master Developer desire to transfer certain obligations, covenants, and agreements to Transferee in accordance with Article IX with respect to the portion of the Project to be completed by the Transferee (the "Transferee Project") as described in the Public Financing Application attached hereto as Exhibit A (the "Public Financing Application"). A legal description and boundary map of the location of the Transferee Project the ("Project Area") shall be included in the Public Financing Application. C. The Parties desire to enter into this Agreement so that the Transferee shall acknowledge,assume and agree to perform those obligations,covenants and agreements under the Development Agreement(as well as additional terms described herein) as the same pertain to the design, construction, completion and operation of the Transferee Project. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and in consideration of the mutual covenants and agreements herein contained,and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. Incorporation of Recitals. The Parties understand and agree that the Recitals set forth above are hereby incorporated as though more fully set forth herein. 2. Definitions of Words and Terms. For all purposes of this Agreement, except as otherwise provided or unless the context otherwise requires, the words and terms used in this 86870091.6 Agreement shall have the meanings set forth in Section 1.01 of the Development Agreement. 3. Term of Agreement. This Agreement shall commence upon the Effective Date and shall terminate upon that date which is the earlier of(i)the last day of the TIF Collection Period, (ii) the date that the Transferee has been reimbursed for all Eligible Transferee Costs by Public Finance Proceeds, or(iii)the date this Agreement is terminated pursuant to Section 6 or Section 14 herein (the "Term"). 4. General Acknowledgement and Assumption. Transferee hereby acknowledges, assumes and agrees to perform each and every obligation, covenant and agreement under the Development Agreement, except as modified below, but only to the extent that the same shall pertain to the design, construction, completion and operation of the Transferee Project, each of which is hereby incorporated as though more fully set forth herein. Transferee hereby understands and agrees that the City may enforce the same directly against Transferee. Notwithstanding the foregoing, the description of the Transferee Project shall be defined by the Public Financing Application attached hereto as Exhibit A to this Agreement. Transferee acknowledges that it has received a copy of the Development Agreement and any amendments thereto,and has reviewed the terms of same with counsel of its own election. 5. Specific Acknowledgement and Assumption. a. Development Agreement Provisions Assumed by Transferee. In connection with the Transferee Project, Transferee specifically acknowledges, assumes and agrees to perform the following obligations, covenants and agreements, set forth in the Development Agreement, as modified in certain instances below: i. All of the terms and conditions in Article I (Definitions and Rules of Construction). ii. All of the representations and warranties of the Master Developer made in Article II. In addition, Transferee makes the following representations: 1. No Material Change. There has been no material adverse change in the business, financial position,prospects or results of operations of the Transferee which could affect the Transferee's ability to perform its obligations pursuant to the Agreement. 2. Compliance with Laws. Transferee, to the best of its knowledge, is in compliance with all valid laws, ordinances, orders, decrees, decisions, rules, regulations and requirements of every duly constituted governmental authority, commission and court applicable to any of its affairs,business, operations as contemplated by this Agreement and the Development Agreement. 3. Construction Permits. Except for Permitted Subsequent Approvals, all governmental permits and licenses required by applicable law to 2 86870091.6 construct, occupy and operate the Transferee Project have been issued and are in full force and effect or, if the present stage of development does not allow such issuance, the Transferee reasonably believes, after due inquiry of the appropriate governmental officials,that such permits and licenses will be issued in a timely manner in order to permit the Transferee Project to be constructed. iii. All of the terms and conditions set forth in Article III, Article IV, Article VI,Article VII,Article VIII,Article IX,as the same relate to the Transferee Project and rights, duties and obligations of the Third Party Developer of the Transferee Project. iv. All of the terms and conditions in Article X(General Provisions). b. Non-Exclusive. Each of the foregoing provisions is hereby incorporated by reference and Transferee hereby understands and agrees that the City may enforce the same against Transferee in connection with the Transferee Project. Further,the Parties understand and agree that if and to the extent the various exhibits attached to the Development Agreement are referenced in the obligations that are acknowledged and assumed by the Transferee, such exhibits are hereby incorporated by reference as though more fully set forth herein. Notwithstanding the foregoing, the Transferee Project to be completed by the Transferee shall be defined by the Public Financing Application attached hereto as Exhibit A to this Agreement,which shall control with regard to description of the Transferee Project. The Transferee acknowledges that the provisions of the Development Agreement referenced in this Section are not exclusive of the provisions of the Development Agreement assumed by Transferee in connection with the Transferee Project, and that Transferee assumes all provisions of the Development Agreement applicable to the Transferee and the Transferee Project regardless of specific inclusion within this Section. c. Provisions Specifically Not Assumed by Transferee. Notwithstanding anything set forth herein which is seemingly to the contrary, the Parties hereby acknowledge and agree that Transferee shall have no obligation to perform any of the obligations under the following provisions, nor shall Transferee have any rights related to the following provisions: i. All of the terms and conditions set forth in the Development Agreement regarding development, financing, and operation of(or otherwise applying to) any other Project Component other than the Transferee Project. ii. All of the terms and conditions set forth in Article V (STAR Bond Issuance). 6. Construction of Transferee Project. Transferee represents that it has constructed the Transferee Project in a good and workmanlike manner in accordance with the terms of this 3 86870091.6 Agreement, the Development Agreement and the Public Financing Application attached hereto as Exhibit A, which shall include the description of the Transferee Project, the Project Schedule and the Project Budget. Upon reasonable advance notice, the Transferee shall meet with the City to review and discuss the completed construction of the Transferee Project in order to enable the City to determine that construction of the Transferee Project has been performed and completed in accordance with this Agreement and the Development Agreement. Upon such investigation and conclusion by the City that Transferee has completed the Transferee Project in accordance with this Agreement and the Development Agreement,the City shall issue a Certificate of Completion as defined in Section 3.07 of the Development Agreement. Issuance of such Certificate of Completion shall be conclusive evidence of the satisfaction of Transferee's requirement to complete the Transferee Project in accordance with this Agreement and the Development Agreement. If the City determines that Transferee has not completed the Transferee Project in accordance with this Agreement and the Development Agreement,the City shall provide written reasons for such conclusion to Transferee. Transferee shall then promptly undertake work to satisfy the conditions which would permit the City to issue a Certificate of Completion within the reasonable discretion of the City. 7. Public Finance Proceeds. a. Conditions Precedent to Access Public Finance Proceeds. Prior to access to Public Finance Proceeds for purposes of partially financing the Transferee Project and the right to submit a Certification of Expenditures for reimbursement for Eligible Transferee Costs (as defined below) through Public Finance Proceeds pursuant to the provisions of the Development Agreement, Transferee must have obtained a Certificate of Completion for the Transferee Project as defined in Section 3.07 of the Development Agreement(the "Public Finance Access Condition"). Following Transferee's satisfaction of the Public Finance Access Condition, City will provide Transferee access to TIF Proceeds up to a maximum of$157,253 from the New Business TIF Fund (the "Public Financing Cap"). The calculation of the Public Financing Cap is inclusive of both Eligible Transferee Costs expended through development and completion of the Transferee Project and a straight-line calculation of amortized interest at a rate of 5% per annum on all Eligible Transferee Costs. b. Certification of Expenditures. All TIF Proceeds shall be used by Transferee solely for financing those costs of the Transferee Project identified in the column labeled "TIF Proceeds" in the Project Budget (collectively, the "Eligible Transferee Costs"). Such Eligible Transferee Costs shall in all cases be reimbursable only subject to and in accordance with the terms of the Development Agreement, this Agreement, the Bond Trust Indenture, and Kansas law. In order to access the TIF Proceeds allocated for reimbursement of Eligible Transferee Costs,Transferee shall submit a Certification of Expenditures to the City in a manner consistent with Article VI of the Development Agreement. c. Pay-Go Reimbursement. Transferee hereby acknowledges and agrees that Public Finance Proceeds shall be available to Transferee on a pay-as-you-go basis in 4 86870091.6 accordance with the terms of the Development Agreement and that City and Master Developer do not guarantee any specific amount of Public Finance Proceeds will actually be available to Transferee for reimbursement of Eligible Transferee Costs. Further, Transferee hereby acknowledges and agrees it shall not commence or join any cause of action or other legal recourse under this Agreement,the Development Agreement, or in law or equity against City or Master Developer (and acknowledges that it possesses no such cause of action or legal recourse) in the event Transferee receives reimbursement for Eligible Transferee Costs through Public Finance Proceeds in an amount less than Transferee's Public Financing Cap. All costs of developing the Transferee Project,including Eligible Transferee Costs, in excess of the Public Finance Proceeds actually received by Transferee shall be the sole responsibility of Transferee. d. Line Items. The Parties agree that increases in line item amounts in the column labeled "TIF Proceeds" in the Project Budget may be made by Transferee as long as(a)no such increase represents more than a fifteen percent(15%)change per line item, and (b) Transferee provides the City Manager's office with prior written notice of each such change. No increase will be effective without such notice to the City Manager's office and Transferee shall submit a modified Project Budget reflecting such change. In the event the Developer wants to increase one or more such TIF line items in the Project Budget in excess of fifteen (15%) per line item, then any such modifications may be requested by Transferee in writing and must be approved by the City Manager's office in its reasonable discretion. However, no such proposed increase shall be permitted within any category that no amount, "-" or $0.00 is included in the "TIF Proceeds" column in the Project Budget. Notwithstanding the foregoing, no increase to any particular line item or line items shall result in cumulative reimbursement to Transferee of Public Finance Proceeds in an amount exceeding Transferee's Public Financing Cap or in excess of the Public Finance Limitation(as defined below). e. Public Finance Proceeds Annual Allotment. Pursuant to the terms of that certain Supplemental Agreement,Transferee's Public Finance Proceeds Annual Allotment from the New Business TIF Fund is $9,828 of TIF Proceeds. Such Public Finance Proceeds Annual Allotment shall only be reimbursed to the Transferee in accordance with the terms of this Agreement,the Development Agreement,and the Supplemental Agreement. For purposes of clarification, in no event shall interest accrue upon certified Eligible Transferee Costs, and in event of a shortfall in TIF Proceeds available to fund Transferee's Public Finance Proceeds Annual Allotment in any given year of the Term no interest shall be added to or compound upon any deficit in funding Transferee's Public Finance Proceeds Annual Allotment in such year. f. Public Finance Limitation. i. In addition to the foregoing conditions applicable to the disbursement of TIF Proceeds to Transferee, the ratio of TIF Proceeds reimbursed to 5 86870091.6 1 Transferee for Eligible Transferee Costs to the amount of the actual costs expended by Transferee to complete the Transferee Project ("Total Project Costs")shall not exceed the ratio between Eligible Transferee Costs to Total Project Costs shown on the Project Budget within Exhibit A, plus five percent(5%)(which in no event,however, shall neither exceed fifty percent (50%) of Total Project Costs nor permit reimbursement of TIF Proceeds in excess of the Public Financing Cap)(the"Public Finance Limitation"). The remainder of all Total Project Costs not reimbursed to Transferee as Eligible Transferee Costs shall be paid by Transferee through a combination of private debt and equity (the "Private Contribution"). ii. The Certification of Expenditures submitted by Transferee shall include evidence of payment for all Total Project Costs paid by Transferee in completing the Transferee Project, including those costs paid with the Private Contribution which shall not be reimbursed as Eligible Transferee Costs,in order to satisfy compliance with the Public Finance Limitation. In the event the ratio between Transferee's Public Financing Cap and the Total Project Costs certified in the Certification of Expenditures exceeds the Public Finance Limitation, Transferee's Public Financing Cap shall be reduced pro rata so that the ratio of such amended Public Financing Cap to Total Project Costs equals the Public Finance Limitation. The reduction to Transferee's total Public Financing Cap pursuant to this paragraph shall not alter Transferee's Public Finance Proceeds Annual Allotment. 8. Insurance. Each Third Party Developer shall keep the Transferee Project continuously insured against such risks and in such amounts, with such deductible provisions as are customary in connection with the operation of facilities of the type and size comparable to the Transferee Project. 9. Indemnification of City and Master Developer. Transferee agrees to indemnify and hold the City and Master Developer, and the employees, agents, officers, officials and independent contractors and consultants of the City and the Master Developer(collectively, the "Indemnified Parties") harmless from and against any and all suits, claims, costs of defense, damages, injuries, liabilities, judgments, costs and/or expenses, including court costs and reasonable attorneys' fees, ("Losses") resulting from, arising out of, or in any way connected with: a. Transferee's actions and undertaking in implementation of the Transferee Project, the Development Agreement, this Agreement, and the TIF Project Plan; b. the negligence or willful misconduct of Transferee, its employees, agents or independent contractors, consultants, affiliates, and any other party related to Transferee or under its control, in connection with the management, design, development,redevelopment and construction of the Transferee Project; and c. any delay or expense resulting from any litigation filed against Transferee by any member or shareholder of Transferee,any prospective investor,prospective partner 6 86870091.6 1 or joint venture partner, lender, co-proposer, architect, contractor, consultant or other vendor. d. This Section shall not apply to Losses to the extent that such Losses arise from the willful misconduct or gross negligence of the City or Master Developer or the officers, employees or agents of City or Master Developer. This Section includes, but is not limited to,any repair,cleanup,remediation,detoxification,or preparation and implementation of any removal, remediation, response, closure or other plan (regardless of whether undertaken due to governmental action) concerning any hazardous substance or hazardous wastes including petroleum and its fractions as defined in (i) the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"; 42 U.S.C. Section 9601, et seq.), (ii) the Resource Conservation and Recovery Act("RCRA";42 U.S.C. Section 6901 et seq.)and(iii) Article 34,Chapter 65,K.S.A. and all amendments thereto,at any place where such Transferee owns or has control of real property pursuant to any of Transferee's activities under the Development Agreement and this Agreement. The foregoing indemnity is intended to operate as an agreement pursuant to Section 107(e) of CERCLA to assure, protect, hold harmless and indemnify City and Master Developer from liability. 10. Payment of Taxes and Liens. Transferee hereby agrees as follows: a. Payment of Property Taxes. During the Term of this Agreement, Transferee and its respective Affiliates shall pay when due all real estate taxes and assessments on the property it owns within the Districts. However,the obligation to pay real estate taxes and assessments on such property shall not be a personal obligation of the Transferee and its respective Affiliates but is subject to the same provisions related to enforcement and collection of real estate taxes and assessments under laws of the State. In the event that the Transferee or its Affiliates shall fail to pay all such applicable real estate taxes and assessments after any notice and cure periods set forth in Section 8.02 of the Development Agreement, the Transferee understands and agrees that, among other things, the City may (i) terminate financing of the Transferee Project through Public Finance Proceeds, (ii) suspend all reimbursements of Eligible Transferee Costs through Public Finance Proceeds during any time that such real estate taxes and assessments on the property owned by Transferee and its respective affiliates within the Districts remain unpaid or(iii) exercise any other remedies under this Agreement and/or the Development Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall prohibit the Transferee and its respective affiliates from contesting the assessed value of the properties, improvements or the taxes thereon in good faith by appropriate proceedings; provided however that each such party shall pay any and all amounts that are contested under protest while any such proceedings are pending. The Transferee and its respective affiliates shall promptly notify the City in writing of a protest of real estate taxes or valuation of property owned by the Transferee or its respective affiliates within the Districts. 7 86870091.6 b. Liens. Transferee and its respective Affiliates further agree that no mechanics' or other liens shall be established or remain against the Transferee Project or the property within the Districts, or the funds in connection with any of the Transferee Project, for labor or materials procured by Transferee and furnished in connection with any acquisition,construction,additions,modifications,improvements,repairs, renewals or replacements so made. However, Transferee shall not be in default if mechanics' or other liens are filed or established and the Transferee and its respective Affiliates contests in good faith said mechanics' liens and in such event may permit the items so contested to remain undischarged and unsatisfied during the period of such contest and any appeal therefrom. c. Sales Tax Collection. If Transferee is engaged in the business of selling tangible personal property at retail or rendering or furnishing services taxable pursuant to the provisions of the Kansas retailers' sales tax act and amendments thereto(K.S.A. 79-3601 et seq.) within any of the Districts, Transferee shall collect, and make returns of, all taxes levied under the Kansas retailers' sales tax act and any CID Sales Tax imposed within the District in which Transferee is engaged in such business, all in the manner and at the times prescribed by applicable law. The Transferee shall be obligated to provide the City, along with its submission to the Kansas Department of Revenue, copies of the monthly sales tax returns for Transferee's businesses within the Districts, if any, for which Transferee is obligated to submit sales tax returns to the Kansas Department of Revenue. To the extent it may legally do so, information obtained pursuant to this Section shall be kept confidential by the City in accordance with Applicable Law and Requirements, including but not limited to K.S.A. 79-3657. 11. Damage, Destruction or Condemnation. a. In the event of damage to or destruction of any portion of the Transferee Project (other than the public roads, public right of way and public lands within the Transferee Project) resulting from fire or other casualty during the Term (a "Casualty"), or in the event any portion of the Project Area is condemned or taken for any public or quasi-public use or title thereto is found to be deficient during the Term,the net proceeds of any insurance relating to such damage or destruction,the net proceeds of such condemnation or taking or the net proceeds of any realization on title insurance shall be paid into, and used in accordance with a construction escrow agreement reasonably satisfactory to the City, Transferee, and Transferee's construction or permanent lender("Casualty Escrow"). b. If, at any time during the Term, the Transferee Project or any part thereof(other than the public roads, public right of way and public lands within the Project) shall be damaged or destroyed by a Casualty (the "Damaged Facilities"), Transferee, at its sole cost and expense, shall commence and thereafter proceed as promptly as possible to repair, restore and replace the Damaged Facilities as nearly as possible to their condition immediately prior to the Casualty and shall be entitled to draw upon the Casualty Escrow for payment of said costs. 8 86870091.6 c. If at any time during the Term, title to the whole or substantially all of the portion of the Project Area owned by Transferee (or its Affiliate) shall be taken in condemnation proceedings or by right of eminent domain, Transferee, at its sole discretion, may terminate this Agreement as of the date of such taking. For purposes of this Section, "substantially all of the Project Area" shall be deemed to have been taken if the City and Transferee, each acting reasonably and in good faith, determine that the untaken portion of the Project Area cannot be practically and economically used by Transferee for the purposes and at the times contemplated by this Agreement. d. In the event of condemnation of less than the whole or substantially all of the portion of the Project Area owned by the Transferee (or its Affiliate) during the Term, Transferee, at its sole cost and expense, shall commence and thereafter proceed as promptly as possible to repair, restore and replace the remaining part of the Transferee Project, as nearly as possible, to its former condition, and shall be entitled to draw upon the Casualty Escrow for payment of said costs. e. Nothing in this Section will require the Transferee to expend funds in excess of the Casualty Escrow or to perform any obligation in addition to those obligations contained in the Development Agreement or in this Agreement. 12. Rights of Access and Inspection. a. Representatives of the City shall have the right of access to the Transferee Project, without charges or fees, at normal construction hours during the period of construction, for the purpose of ensuring compliance with this Agreement, including, but not limited to, the inspection of the work being performed in constructing, renovating, improving, equipping, repairing and installing the Transferee Project, so long as they comply with all safety rules. Except in case of emergency, prior to any such access, such representatives of the City will check in with the on-site manager. Such representatives of the City shall carry proper identification, shall insure their own safety, assuming the risk of injury, and shall not interfere with the construction activity. b. The Transferee shall maintain complete, accurate, and clearly identifiable records with respect to the Transferee Project, Eligible Transferee Costs and any other documents created pursuant to, or arising under,this Agreement, including,but not limited to, as applicable: all general contractor's sworn statements, general contracts, subcontracts, material purchase orders,waivers of lien, and paid receipts and invoices(collectively,the"Records"). The Records shall be maintained during the term of this Agreement, and for a period of two (2) years thereafter (the "Retention Period"); provided, however, that if any litigation, claim or audit is commenced prior to the expiration of the Retention Period, then the Retention Period shall be extended until all litigation, claims or audit findings have been completely terminated or resolved, without right of further appeal. 9 86870091.6 c. During the Retention Period, Transferee further agrees that the City, with reasonable advance notice and during normal business hours, shall have the right and authority to review, inspect, audit, and copy, from time to time, all of Transferee's Records as pertinent to the purposes of, or to ensure compliance with, this Agreement. In addition, Transferee agrees to provide the City with copies of such Records,upon request. The City shall periodically report the findings of such inspections to Master Developer in writing; provided, however, that nothing contained herein shall create an affirmative obligation of the Master Developer to perform any inspections of the Transferee Project or evaluate the adequacy of the construction of the Transferee Project. 13. Assignment and Transfer of this Agreement. Assignment and transfer of any or all rights, duties or obligations under this Agreement shall be governed by Section 9.03 of the Development Agreement, which is expressly incorporated herein. 14. Defaults and Remedies. Events of Default and remedies therefore shall be governed by Article VIII of the Development Agreement, which is expressly incorporated herein. Except as otherwise expressly stated in this Agreement or the Development Agreement, the rights and remedies of the Parties are cumulative, and the exercise by a party of one or more of such rights or remedies under this Agreement or the Development Agreement (pursuant to Section 14 herein) shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 15. Release of Master Developer. To the extent that Transferee has assumed any obligations, terms or conditions of the Master Developer in connection with the Transferee Project under the Development Agreement pursuant to execution of this Agreement, the City hereby specifically agrees to release the Master Developer from such obligations, terms and conditions. 16.Notice. Notice to City and Master Developer shall be as described in the Development Agreement. Notice to Transferee shall be made to the following: To the Transferee: THE HIVE SALON AND SPA LLC c/o Nikki Roelofsen 119 South Santa Fe Salina, Kansas 67401 17. Time of the Essence. Time is of the essence of this Agreement. The Parties will make every reasonable effort to expedite the subject matters hereof and acknowledge that the successful performance of this Agreement requires their continued cooperation. 18. Required Disclosures. Each Party shall immediately notify the other Party of the occurrence of any material event which would cause any of the information furnished to 10 86870091.6 other Party (by such furnishing Party) in connection with the matters covered in this Agreement to contain any untrue statement of any material fact or to omit to state any material fact required to be stated therein or necessary to make any statement made therein, in the light of the circumstances under which it was made, not misleading. 19. Non-Binding Mediation. If a dispute or controversy arises between the City, Master Developer, or Transferee under this Agreement, then any Party shall be entitled to request non-binding mediation, and the City, Master Developer, and Transferee agree to participate,in good faith,in any such mediation requested by any other Party. Any request for mediation pursuant to this Section shall be made in writing and delivered to the other Parties within thirty (30) days of the action or decision giving rise to the dispute or controversy. The mediation shall occur in Salina, Kansas, and the cost of any such mediation shall be divided equally between the Parties. 20. Tax Implications. The Transferee acknowledges and represents that (1) neither the City nor Master Developer,nor any of their officials, employees,consultants,attorneys or other agents has provided to the Transferee any advice regarding the federal or state income tax implications or consequences of this Agreement and the transactions contemplated hereby, and(2)the Transferee is relying solely upon its own tax advisors in this regard. 21. Survival. Notwithstanding the termination of this Agreement, Transferee's obligations of insurance and indemnification set out herein shall survive the termination of this Agreement to the extent that any incident giving rise to a claim, suit,judgment or demand occurred during Term. 22. Kansas Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Kansas. 23. Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same Agreement. 24. Recordation of Agreement. The Parties agree to execute and deliver a memorandum of this Agreement in proper form for recording in the real property records of Saline County, Kansas, upon the request of a Party. 25. Cash Basis and Budget Laws. The Parties acknowledge and agree that the ability of the City to enter into and perform certain financial obligations pursuant to this Agreement are subject to the K.S.A. 10-1101 et seq. and K.S.A. 79-2935 et seq. 26. Electronic Storage. The Parties agree that the transactions described herein may be conducted and related documents may be received, sent or stored by electronic means. Copies,telecopies,facsimiles,electronic files,and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. 11 86870091.6 27. Master Developer Recusal. Transferee acknowledges that Section 3.10 of the Development Agreement prohibits the Master Developer from making or participating in the making of any Transferee Agreement in which the Master Developer or any of its directors,officers,or shareholders has a substantial interest(as defined in K.S.A. 75-4301a) in the Third Party Developer entering into such Transferee Agreement. In such event, the City and the Third Party Developer of such Project Component shall be the only parties which enter into such Transferee Agreement. Any Transferee Agreement the Master Developer makes or participates in making in violation of Section 3.10 of the Development Agreement may be deemed void in part or whole at the reasonable discretion of the City. 28. Entire Agreement. This Agreement sets forth the entire agreement between the Parties in regard to the subject matter hereof and supersedes any and all prior written or oral agreements between the Parties, if any, in regard to the subject matter hereof. Notwithstanding anything else contained herein to the contrary, nothing contained herein nor in any other document shall be construed to provide Transferee rights as a third party beneficiary to any other document to which City and/or Master Developer is a party or has approved, including but not limited to the Development Agreement, Supplemental Agreement, TIF Project Plan, and CID Petition. Nothing herein contained is intended or shall be construed in any way to create or establish the relationship of partners or a joint venture between Transferee and the City or the Developer. [Remainder of page intentionally left blank. Signature pages immediately follow.] 12 86870091.6 J, - i 9 IN WITNESS WHEREOF, the City has duly executed this Agreement pursuant to all requisite authorizations as of the date first above written. ,,.:,NNS CITY OF SALINA, KANSAS 0 0FS t%1 li ! .1$(.,...e. .•-.... )0 ///'triii,,:„,, ---S,r....„4. ,. /....,011GAN,70.1? •• i o ; e a William Longbine, Ma Sr , .1 1870 If 0 `'A.. ATTEST: Uitdelt.}&14 m Nikki Goding, City Clerk ci APPR D TO FORM: 0. PI- Aaron O. Martin, Legal Counsel STATE OF KANSAS ) ) ss. COUNTY OF SALINE ) On this 15 day of 1fl rc.4._. ,2024, William Longbine,personally known to me and after first being sworn did state that he is the Mayor of the City of Salina, State of Kansas, and that the seal affixed to the foregoing instrument is the official Seal of the City of Salina, and that said instrument was signed and sealed on behalf of the City, and that the matters set forth herein are true and correct to the best of his and the City's knowledge, information and belief, and acknowledge that he executed the same on behalf of the City as its free act and deed. A L vP U Notary Public SHANDI L. WICKS Notary Public- Slide 9t Kansas My Commission Expires: My Appt.Expires y 12,1 1202S 86870091.6 IN WITNESS WHEREOF, the Transferee has duly executed this Agreement pursuant to all requisite authorizations as of the date first above written. TRANSFEREE: THE HIVE SALON AND SPA LLC, a Kansas limited liability company By: Y11(g-a- D. Qo 40$- . Printed Name: Nico Ise. D. CZoefofspz. Title: 0 w m.c_r Date: 3-I?-24 STATE OF Kavi oS ) ) ss. COUNTY OF 60,11 p e ) On this 13 day of March , 2024, before me personally appeared NIS& RcelokSe'i, to me personally known, who being by me duly sworn did say that he/she is the flcOne1P- of The H lye Salon 8- Spa LC, a 1<anfa5 Iim kii 116161,4y corn pail y , and that said instrument was signed and delivered on behalf of said I I m i ktil I)46,I,d y comp,n y and acknowledged to me that he/she executed the same as the free act and deed of said I im„fd I,41,,, I,4-y Company, In Testimony Whereof, I have hereunto set my hand and affixed my official seal the day and year first above written. std. 12i UJ 1D _ SHANDI L. WICKS Notary Public flal Notary Public- State of Kansas My Appt.Expires(.4 Zq`2L,2 L Printed Name: . hQic - W i GCS My Commission Expires: 42'i X2228 86870091.6 JOINDER OF MASTER DEVELOPER IN WITNESS WHEREOF,the Master Developer has duly joined this Agreement pursuant to all requisite authorizations as of the date first above written for the purposes of consenting to the transfer to the Transferee as further described throughout the Agreement and for consenting to the rights and benefits granted to Master Developer as described herein. MASTER DEVELOPER: SALINA2020,INC., a Kansas corporation By: Cdeva---C-T / Trace Walker, S e_c/i. STATE OF KANSAS ) ) ss. COUNTY OF ,� On this 1 g ' day of march , 2029 before me personally appeared Trace Walker, to me personally known, who being by me duly sworn did say that he is the 5 ette t=Y v/T✓raAvre►'of Salina2020, Inc., and that said instrument was signed and delivered on behalf of said corporation and acknowledged to me that he executed the same as the free act and deed of said corporation. In Testimony Whereof, I have hereunto set my hand and affixed my official seal the day and year first above written. rlaSHAWICKS / Notary Publicubhc-SS �tate of Kansas 1.L ttto My Appt.Expires 41z/12,02g NOTARY PUBLIC My Commission Expires: q l2q 1202 2 86870091.6 EXHIBIT A TO TRANSFEREE AGREEMENT PUBLIC FINANCING APPLICATION [ATTACH PUBLIC FINANCING APPLICATION] 86870091.6 PUBLIC FINANCING REQUEST APPLICATION I PROJECT NAME & ADDRESS The Hive Salon and Spa 119 South Santa Fe Salina, Kansas 67401 Applicant Nikki Roelofsen 188 2200 Ave Solomon, KS 67480 785-479-6838 (A) PROPOSED PROJECT 1)Detailed description The Hive Salon and Spa will be a high end, licensed and registered, beauty salon and spa located in the heart of downtown Salina,Ks. This business will provide hair-cutting, styling, coloring, skincare, waxing, nail care, massage therapy and other services. We will have several signature services as well as parties and event packages.New to Salina, high quality products and unique items will also be available for our guests to enjoy at home. Our goal is to be a highlight of the Downtown experience! Are you heading to one of our neighboring fine dining restaurants or a show at the Stiefel? Book an appointment with one of our talented stylists for that fresh new cut and style! Stop in for a massage while you wait between games or practices at the near-by athletic facilities! Do you have an out-of-town guest that will be staying in the local high-end hotel or visiting the new car museum?Make their stay in Salina full of wow factors and book them a full spa day complete with a scalp massage and style so they are relaxed and ready to shop and play!!! The Hive will have 8 styling stations for experienced stylists. It will also have a color bar for hair color mixing, guest seating,and a drink station to provide our guests with coffee and cold drinks. There will be an all-access bathroom, shampoo, and dryer area in the"front" of the building. The "back" spa area will have two treatment rooms for spa services, two pedicure chairs, and a manicure table for nail services. There is amply room in the front and center part of the building to be able to provide our guest with high-end,take-home products for their hair, skin, and body. The Hive is bringing a phenomenal product line to Salina, Kevin Murphy is a high end, high performing, ecofriendly product line! The Hive will have a signature scent called Salt and Sage,you can take the scent home with you! Grab candles, cleaning supplies, and laundry soaps in The Hives Signature Scent! Our professional skin care line will be available in retail sizes to help keep your skin fresh between facials! There will also be unique retail and apparel items available. 119 South Santa Fe is currently owned by TN Property, Tom and Nikki Roelofsen. The property will be completely renovated and finished as a Salon and Spa. This will include but not limited to entirely new front with new windows,doors,tile,and sign.Revitalizing original floors,ceilings, brick walls,new interior walls,doors, shelving,cabinets,top of the line salon and spa equipment. The property will also have updated electrical, plumbing, and HVAC. See Appendix A for original site plans, renderings& further details. The project schedule is as follows: The Hive will open on April 11, 2022. 2)List of parcels within the Project Site including: a. Project Site owner's names: Nikki and Tom Roelofsen b. Legal description for each parcel: Original town of Salina, S13, T14, R3, 3000 Square Feet, S/2 Lt 117 Santa Fe Ave c. Saline County parcel identification number: 085-086-13-0-20-12-011.00-0 d. Current market and assessed value for all land and improvements on each parcel: $225,400 3)Evidence of ownership of the Project Site or evidence of site control; See Appendix B 4)A list of all businesses currently located within the Project Site including: Currently Vacant-Not applicable to this project 5)Information regarding the businesses, individuals, and/or facilities that will be relocated as a result of the proposed Project. Currently Vacant-Not applicable to this project 6) Information concerning any tenant or new business to be located upon the Project Site, including the square footage of such tenant or new business. Not applicable to this project (B)PROJECT SOURCES AND USES. 1)Project Costs Investment Cost Building Purchase $315,000 Framing/Demo $44,150 Windows/Doors $29,056.73 Signage $4,132.94 Sheetrock $13,700 Plumbing $27,000 Architectural $9,239.25 Electrical $37,977.89 HVAC $3,523.75 Flooring $12,000 Walls $10,000 Painting $5,000 Countertops/Cabinets $15,100.04 Equipment $33,336.87 Total $559,217.47 2)Private Financing a. Downpayment and additional equity will be funded by Tom and Nikki Roelofsen. Amount to be determined. b. Information regarding project construction loan including: i. Construction and building loan: $401,924.37, 3.76%, 15 Yrs ii.Name of Lender: Bennington State Bank 3)Public Financing The Hive Salon and Spa is applying TIF incentives for 20% of the projects cost $111,843.49 Revenue Source Amount Retail Product Sales $72,000 Booth Rent $45,000 Commission $36,000 Total $153,000 TIF Proceeds Private Funding Total Costs Building Purchase $111,843.49 $203,156.51 $315,000 Framing/Demo $0 $44,150 $44,150 Windows/Doors $0 $29,056.73 $29,056.73 Signage $0 $4,132.94 $4,132.94 Sheetrock $0 $13,700 $13,700 Plumbing $0 $27,000 $27,000 Architectural $0 $9,239.25 $9,239.25 Electrical $0 $37,977.89 $37,977.89 HVAC $0 $3,523.75 $3,523.75 Flooring $0 $12,000 $12,000 Walls $0 $10,000 $10,000 Painting $0 $5,000 $5,000 Countertops/Cabinets $0 $15,100.04 $15,100.04 Equipment $0 $33,336.87 $33,336.87 Total $111,843.49 $447373.98 $559,217.47 (C) PROJECT FEASIBILITY. 1) Analysis of Market & Feasibility The Hive Salon and Spa has a very broad target customer base as we will offer a plethora of services for men, women, and children. Our high-end, big city atmosphere will no doubt attract a large variety of guests! We will also be a great partnering asset to surrounding event centers. The following customers that may choose to frequent The Hive will likely fall into the following categories: Salina residents, nearby community residents looking to a bigger city experience, and college students and staff from Kansas State Polytechnic,Kansas Wesleyan and Salina Area Technical College Business travelers and out-of-town visitors, people at festivals, concerts, tournaments, and more. The Hive will benefit from being in the newly renovated downtown area of Salina and being located in the heart of Santa Fe Ave. Salina, which sits at the crossroads of 1-70 and I 135. Easily accessible for out-of-town travelers. Major employers in that Salina area include Tony's Pizza and Great Plains Manufacturing, among others. Salina is home to more than 46,000 people, with 54,000 people in surrounding Saline County, and 18,000 in surrounding Dickinson county. The Hive Salon and Spa will compete against other salon and spas in the downtown area, including You and Your Surroundings, Expressions Hair Salon, Allure Downtown Salon and Spa, among others. Despite the presence of these other businesses, The Hive Salon and Spa expects to be a popular, buzz worthy new venue. Our newly remodeled,top of the line, classic designs will surely attract attention and our phenomenally talented staff,high performing products, and unique retail will keep them coming back!!! 2)No additional tenants expected for the project 3)No additional leases have been signed and or are being negotiated. 4)Nikki has several years of experience in the beauty industry. She has worked in three different salon settings in the community. She is very familiar with the risks involved in the industry. She has taken several steps to make the risks as minimal as possible. First and foremost acquiring the property helped to insure that all she was investing into a property that would remain hers and she would have a set mortgage payment instead of a fluctuating rental agreement. She strived to make the most inviting environment for both staff and guests! She has also designed her business plan to have multiple levels of experience and price levels for her stylist, ensuring that as they grow in their own personal success they will choose to stay working at The Hive. She is also offering in house education for her stylist as well as an opportunity for more education to help ensure that The Hive stylist has the most up to date training. Although there are several salons in Salina, we feel like we have done our best to bring a high end, big city experience that was lacking to Salina. It is with great confidence that we feel like we have designed a business that will be an asset to the community and bring people with a high-end taste to downtown Salina. (E)DEVELOPER AND DEVELOPMENT TEAM. 1)The Hive Salon and Spa will be owned and operated by Nikki Roelofsen. Nikki has been in the salon industry for 18 years. She has spent most of her career working in Salina and has great relationships with clients as well as other operators in the industry. Nikki has also owned and operated a successful apparel business for the last five years. From this she has gained hands on business and marketing knowledge and experience. She will be working behind the chair doing hair, but her main focus will be marketing and promoting the salon, stocking the salon with the best products and creating the best work and salon experience for The Hive staff and guests! She has an eye for detail and will be doing all the interior designing for The Hive. 2) Johnnie Adams has been hired to complete the architectural services. Prester Building and Design has been hired as the general contractor. Appendix A ris.. , ....._ . 1,.. ..:. , ... i .__,,-, Ai.,..... .. c ..,... .1 _ . .. . ...,,, , „. . / V co --. . — 1101•061UAINDA64 4 ......*qo . 0 ooriA41. .......... -.•*.11 , , ) --" •ts 14 iv ' ' itadiSMIMMICW4 i. . C - .9* • ' i t i - ---.. ! V--; 7, .cnx_ - 1 ' ' - -, i ...4. t .,- .. iiii _16, I I .., :L4 ,.. * .. ' V W :414"'. ' , 4$ ; t . i .1 0 4111b• 1 ,01,• t ' 4:::17,4 :, ' t..:,.. 4 1 , ,,,-! 1 ‘,, r 4 i "X I 1 o . I 1 44, _ u) .:46 , thoisessiewi4 , , : 0 .1 a) , A ' • ' 3' 0 ._ I -.1136 ...., 0 0*1 ..0 f7"4":' t,.. •••• .....,_. ,4 1 1- •tr ear ilionnat41$14• :1910 : i 14' • tII , 1 * • 1 1 ••' ital.' - ' • A t ... f ai ,, .. a , .. 0 ,... _ .. . . . ... . ; . . LU \ 0) ALISICAIvAIIV° , I ' 'a t: %\ IA% ' l '1.7) .0.\„V- 0, all •nary .>7 ''', \ — ''', IWI LITI *.' '4"1112Wituo... ,Net 0 '; "1"lit- , I ... . .. ,..,, I .... . t >) . vkAunialpoe,. :.‘‘, iix. : b 1 1"" N..- * 2, a) 1— ..c , -ft, -\I-1....1•..... ft W ...A t . • - sr -,,, .. . -.. _ ..,.. . 4:r1.4... r v 7.-i J� 1 0. I t • !q - I , . r ' ;,4 Application ir, •0,f • It rf - Filed by Nikki Roelofsen 1 4r r C I ..et, s t .. �� ��� ,,, ! 1 i is ) 4INip > � t a _. _ Y' �� �'1 a , : -.:Aill -, ____.... , r : I ron Ave/.7 -- - n. , , }i I ' 'c equ` A' ti , n « r Y ,,,,,,,, ibLug- , . ' . ' r 04' f . , R� Mr 4 , ., , 4, , , .., , --At :-.-..„, . _ . „ , . l ..tZ r. .r• if.•, ',1'" INC I•- 't ♦r-•• .. - — .. i, f �i q' a _ ' tit T•?' ' ! Air' 4 1,41.kr,—, •ii”' ' "'. a - 2!i a.n.F:... -- . •'til*utSi .. jw 'a en r ii tt t t • y t•• .7-A_ .s sttte °. !.r i .-• at ' ..F. s ti ttf'fG U sib Zi. J tut- r • • 1 inch = 200 feet ':'. >, r'• C Id . l• 1 1 _j_. t- 11CaD mcD 1-; '1) (0 / t-:-.)1, rfi )b \ iiKpa,(0 i 3 ji:: CD g'y l-f'I ' +iiii —'ffesJ 1;-41. lYsb NI r i I it ' r !-0Ja -I 1: ' i 3-1'Y 11 - J O . et: 1 ----.. 1 ;,- -, Ory i a • pif + • Tel (T 4J .. [ ) ' ' 0.1 . • �_ 1) t8 : �I t igci_D o — -(] a I CED t (D7 4. J 11 I OD i T (ID ] 1 ct.1) 11 TpL4117'' I F_ i • -�1,` . • • II\ J I Application Filed by Nikki Roelofsen • P j i t— /i 1 Iron Ave =MIMII•I 'e•u= . Area .,, -10 WIN ' ME 11 I 1 , j Lill . N .. -' N ■ __ Qr MOM I MINE Walnut St r i , 4 vir .!7• St$tr. ?: •. ` 9 ,-1 ` 1°-el' ..7 4 1 E ..1\ i � 4.\ t _ .' 1 = I �iii ` • • 1 : i.�• • t i\ 1 inch = 200 feet i_t,..11' c sail , • ii c $.`.=t .4 ti..t i, 1 y ;� • Il x IFIP t Appendix B The Mod-Kansas Title Co.Inc QUIT CLAIM DEED 217 N.Santa Fe _satiaa_KS 67401 THOMAS ROELOFSEN and NICOLE III 11111 I I HI it III.II11'I III I .I HI' ROELOFSEN,husband and wifeREBECCA SEEMAN REGISTER OF DEEDS SALINE COUNTY KANSAS • Book:1393 Page: 472-473 QUIT CLAIM TO Receipt#: 134817 Recording Fee:s38.( Pages Recorded:2'::.t, TN PROPERTY, LLC, a Kansas limited Date Recorded: 5/7/2021 11:18:54 AM liability company all the following described real estate in the County of Saline and the State of Kansas, to .wit: See Attached Exhibit"A" (more commonly referred to as 119 S. Santa Fe Ave., Salina,Kansas) for the sum of: TRANSER TO LLC WITHOUT ADDITIONAL-CONSIDERATION NOTE: NO KANSAS REAL ESTATE SALES VALIDATION QUESTIONNAIRE REQUIRED PURSUANT TO K S A.79-14370041. Dated:MAY1,2021 STATE OF KANSAS, COUNTY OF SALINE,ss: —^ BE IT REMEMBERED,that on this 7T" day of May, 2021, before me, the undersigned, a THOMAS ROELOFSEN notary public in and for the County and State i?ll aforesaid, came THOMAS ROELOFSEN and 1�1 s tt1 K i NICOLE ROELOFSEN, husband and wife,who NICOLE ROELOFSEN are personally known to me to be the same persons who executed the within instrument of writing and such persons duly acknowledged the execution of the same , DARREN GRAGG = Nosy F'ib•:-Whi d Ivrea wow tp•es )/Z 2— IN WITNESS WHEREOF. I have hereunto set my hand and affixed my seal,the day and year last above wi n. / ARREN GRAGG Notary Public (Seal) Entered in T =v • - d in my office this' /[i f h day of fr .,. �`f,/1.D..20 1. # D/- .6..c2" _. 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