HomeMy WebLinkAboutPIATT - WindsorAGREEMENT FOR PAYMENTS
IN ADDITION TO TAXES
Windsor Component
' r� This Agreement for Payment in Addition to Taxes (Windsor Component) (the "Agreement'),
executed this JP day ofJa4ueffy, 2015, by and between The City of Carmel Redevelopment Commission
('CRC') and CCC West, LLC (the "Owner"), Witnesses:
febPq&ry Recitals
WHEREAS, CRC, CCC, CCC Phase II, LLC, and Owner have executed the Second
Component Project Agreement,
WHEREAS, CRC and Owner have executed the Windsor Component Project Agreement,
which applies with respect to the construction of the Windsor Component on the Windsor Component Site,
WHEREAS, this Agreement is the "Windsor Component Taxpayer Agreement' required to
be executed pursuant to the Second Component Project Agreement, and
WHEREAS, CRC and Owner desire to enter into this Agreement,
Agreement
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are acknowledged hereby, CRC and Owner agree as follows:
1. Definitions.
Applicable Rate shall mean the tax rate that is used for purposes of determining the Real Estate Taxes.
Assessed Value shall mean the value of all or a portion of the Windsor Component Property, as assessed
by the Taxing Authorities for the purpose of determining Real Estate Taxes.
Bonds shall mean the tax increment bonds issued in accordance with the Second Component Project
Agreement.
Casualty Damage shall mean damage to, or destruction of, all or any portion of the Windsor Component
Property.
CCC shall mean Carmel City Center, LLC.
City shall mean the City of Carmel, Indiana.
Cure Period shall mean a period of 30 days after Owner receives notice specifying the nature of a failure by
Owner to observe or perform any term or condition of this Agreement to be observed or performed by it,
provided that, if the failure is of such a nature that it cannot be remedied within 30 days, despite reasonably
diligent efforts, then the 30-day period shall be extended as reasonably may be necessary for Owner to
remedy the failure, so long as Owner: (a) commences to remedy the failure within the 30-day period; and
(b) diligently pursues such remedy to completion.
Event of Default shall have the meaning set forth in Subsection 6(a).
Laws shall mean all applicable laws, statutes, and/or ordinances, and any applicable governmental rules,
regulations, guidelines, orders, and/or decrees.
Letter of Credit shall mean a letter of credit issued for the benefit of CRC: (a) by an institution that reasonably
is satisfactory to CRC (which may include, without limitation, a bank holding company, a financial holding
company, or a thrift holding company); (b) in an amount that reasonably is satisfactory to CRC; (c) that has
a term of not less than one year; (d) that is irrevocable and payable on sight; (e) provides that if there is an
Event of Default, then CRC shall have the right to make a draw thereon in the amount with respect to which
the Event of Default applies, which draw may be made by presenting a certification signed by CRC and
stating: (i) that there is an existing Event of Default, and (ii) the amount with respect to which the Event of
Default applies, togetherwith any additional amounts to which CRC is entitled as a result of such default; and
(f) otherwise is on terms and conditions that reasonably are acceptable to CRC.
Non -Payment Lien shall mean a lien against the Windsor Component Property in the amount of all delinquent
PIATT Payments, together with the interest that has accrued thereon, which lien shall be similar in type to a
lien for real estate taxes (including that such lien shall have the same priority as a lien for real estate taxes).
Accordingly, each Non -Payment Lien shall be prior to any mortgage or other lien or encumbrance on the
Windsor Component Property, other than the lien of current Real Estate Taxes not delinquent.
PIATT Payment shall mean a payment in an amount determined pursuant to Subsection 3(c), which
payment shall be made in accordance with Subsection 3(d).
Projected Applicable Rate shall mean the projected rate to be used for purposes of determining the Real
Estate Taxes, as set forth in the Windsor Component Increment Projection.
Projected Assessed Value shall mean the projected assessed value of the Windsor Component Property,
as set forth in the Windsor Component Increment Projection.
Real Estate Taxes shall mean all ad valorem real estate taxes that are levied, imposed, or charged on,
against, for, or with respect to, all or a portion of the Windsor Component Property by or for all Taxing
Authorities, assuming application of the Applicable Rate to the Assessed Value without any credits,
exemptions, deductions, or other reductions. All taxes, assessments, levies, impositions, duties, imposts,
fees, contributions, and charges of any nature that, in whole or in part, are levied, imposed, or charged in
substitution or replacement for or of ad valorem real estate taxes shall be deemed to be"Real Estate Taxes"
for all purposes, notwithstanding the denomination or characterization of such taxes, assessments, levies,
impositions, duties, imposts, fees, contributions, or charges.
Remainder Project Agreement shall mean that certain Project Agreement (Parcel 5 Remainder/Parcels 4
& 11) executed by and among CRC, CCC, and Village Housing Corporation and dated December 7, 2011,
as amended by that certain First Amendment to Project Agreement (Parcel 5 Remainder/Parcels 4 & 11)
dated December 15, 2014.
Second Component Project Agreement shall mean that certain Project Agreement (Second
Component/Park East/SC Public Improvements) by and among Cl CCC, CCC Phase Il, LLC, and Owner
and dated December 15, 2014.
Secured Financing shall mean the issuance of the Bonds, a proportionate share of the debt service with
respect to which will be paid with the Windsor Component Increment. If: (a) there is a restructuring of the
Bonds, and/or (b) the Bonds are repaid, refunded, redeemed, defeased, refinanced, and/or "taken out' in full
and replaced with a new financing; and after such restructuring or replacement with a new financing, all or a
proportionate share of the debt service for the Bonds or such other financing will be paid with the Windsor
Component Increment, then the restructured Bonds and/or the new financing shall constitute the "Secured
Financing" for purposes of this Agreement.
Tax Payment Lien shall mean, for each year, a lien against the Windsor Component Property in the amount
of the greater of: (a) the amount of the Windsor Component Increment that actually will be generated for such
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year, or (b) the amount of the Windsor Component Increment projected by the Windsor Component
Increment Projection to be generated for such year. Such lien shall: (a) be in addition to the statutory lien of
current Real Estate Taxes not delinquent, and (b) be similar in type to statutory lien of current Real Estate
Taxes not delinquent (including that such lien shall have the same priority as the statutory lien of current Real
Estate Taxes not delinquent). Accordingly, each Tax Payment Lien shall be prior to any mortgage or other
lien or encumbrance on the Windsor Component Property, other than the statutory lien of current Real Estate
Taxes not delinquent.
Taxing Authority shall mean the State of Indiana or any county, township, school corporation, library district,
special district, municipality, or other governmental agency or authority in or of the State of Indiana,
including, without limitation and when applicable, the City.
Term shall mean the period set forth in Section 2.
Windsor Building shall mean a four-story building consisting of approximately 64,000 square feet, together
with related facilities, to be constructed on the Windsor Component Site, which building will house residential
units, retail space, restaurant space, and/or office space. The Windsor Building: (a) is a "Building", and a
"New Improvement", under the Remainder Project Agreement, and (b) will be in the location generally labeled
as "Windsor Building" on the site plan attached to the Remainder Project Agreement Amendment as
Replacement Exhibit A and defined in the Remainder Project Agreement as the "Committed Site Plan",
Windsor Component shall mean the Windsor Building and related improvements, all as generally shown on
the Site Plan. The Windsor Component is a "Component' under the Remainder Project Agreement.
Windsor Component Increment shall mean the allocated property tax proceeds (i.e., the "increment") that
are generated from ad valorem real property taxes levied or imposed on or against the Windsor Component
Property as a result of the construction of the Windsor Component, which allocated property tax proceeds
(increment) are to be on deposit in an allocation fund pursuant to IC §36-7-14-39(b)(2). The Windsor
Component Increment is the portion of the "New Improvements Increment' under the Remainder Project
Agreement that is attributable to the Windsor Component.
Windsor Component Increment Projection shall mean the projected annual Windsor Component
Increment, as set forth on Exhibit B. The Windsor Component Increment Projection: (a) is the "Windsor
Component Increment Estimate' under the Second Component Project Agreement; and (b) has been
approved by the "Financial Advisor" (as defined in the Second Component Project Agreement), as required
by the Second Component Project Agreement.
Windsor Component Project Agreement shall mean that certain Project Agreement (Windsor Component)
of even date herewith executed by and between CRC and Owner.
Windsor Component Property shall mean, collectively, the Windsor Component and the Windsor
Component Site.
Windsor Component Site shall mean that certain real estate delineated as the "Windsor Component Site"
on Exhibit A-1, and more particularly described on Exhibit A-2. The Windsor Component Site: (a) is the
"Windsor Component Site" under each of the Second Component Project Agreement and the Windsor
Component Project Agreement; and (b) comprises a portion of the real estate defined in the Remainder
Project Agreement as the "Parcel 5 Remainder Site'.
2. Term. The "Term" of this Agreement shall: (a) commence on the date hereof, and (b) expire on the
date on which the Secured Financing is repaid, refunded, redeemed, defeased, refinanced, and/or "taken out'
in full, other than in connection with a refinancing in which the new financing constitutes a Secured Financing,
provided that, notwithstanding the foregoing, so long as there is no continuing Event of Default, the Term shall
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expire on the last day of the calendar year with respect to which the Windsor Component Increment Projection
applies, as set forth on Exhibit B.
3. Payments.
(a) Payments. If, for any semi-annual period during or after the first year with respect
to which Exhibit B reflects a Windsor Component Increment Projection, the Windsor
Component does not generate the amount of the Windsor Component Increment projected
by the Windsor Component Increment Projection to be generated, then Owner shall make
a PIATT Payment to CRC.
(b) Amount. The amount of the PIATT Payment shall be equal to the difference
between: (i) the amount of the Windsor Component Increment projected by the Windsor
Component Increment Projection to be generated for the applicable semi-annual period,
minus (ii) the Windsor Component Increment actually generated for such semi-annual period.
Accordingly, as set forth in the Project Agreement, Owner in effect is "guaranteeing" receipt
of an amount equal to the Windsor Component Increment Projection.
(c) Date Due. For any semi-annual period with respect to which a PIATT Payment is
due, such PIATT Payment shall be paid on June 15 or December 15, as applicable.
4. Appeal Prohibition.
(a) Notice. During the Term, Owner shall not challenge or appeal the Assessed Value,
the Applicable Rate, and/or the application of the Applicable Rate to the Assessed Value
without first providing to CRC written notice of such intended challenge or appeal at least
30 days in advance such that CRC has sufficient time to take such actions as it determines
to be necessary or appropriate to be able to block, object to, or otherwise contest such
challenge or appeal.
(b) Prohibitions. During the Term, Owner shall not:
(i) challenge or appeal the Assessed Value, the Applicable Rate,
and/or the application of the Applicable Rate to the Assessed Value to the
extent that such challenge or appeal that would cause: (A) the Assessed
Value to be less than 110% of the Projected Assessed Value, and/or (B) the
Applicable Rate to be less than the Projected Applicable Rate, or
(ii) take any direct or indirect steps or actions (including, without
limitation, contacting or influencing Taxing Authorities) that would cause:
(A) the Assessed Value to be less than 110% of the Projected Assessed
Value, and/or (B) the Applicable Rate to be lower than the Projected
Applicable Rate.
5. Casualty.
(a) Casualty Damage. If there is Casualty Damage, then: (i) promptly after the
occurrence of such damage or destruction, Owner shall commence reconstruction, repair,
and/or replacement of the Windsor Component Property, (ii) Owner shall complete such
reconstruction, repair, and/or replacement: (A) as expeditiously as possible, and (B) so that,
upon completion thereof, the Windsor Component Property is in substantially the same
condition as existed immediately prior to the Casualty Damage; and (iii) Owner shall pay all
costs and expenses in connection with completing such reconstruction, repair, and/or
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replacements so that the Windsor Component Property is free and clear of all claims and
liens resulting from such reconstruction, repair, and/or replacements.
(b) Casualty Insurance. During the Term, Owner shall maintain casualty insurance with
respect to the Windsor Component Property, the policy of which shall: (i) be issued by a
reputable insurance company, and (ii) provide coverage on a replacement costs basis. If
there is Casualty Damage, then the proceeds of the casualty insurance: (i) shall be used to
pay the cost to reconstruct, repair, and/or replace the Windsor Component Property; and
(ii) shall not be used to prepay all or any portion of the principal balance of any loan that is
secured by the Windsor Component Property.
(c) Business Interruption. During the Term, Owner shall maintain business interruption
insurance with coverage sufficient to pay Real Estate Taxes and any PIATT Payments due
hereunder during the period in which Owner is reconstructing, repairing, and/or replacing the
Windsor Component Property following Casualty Damage. If there is Casualty Damage, then
the proceeds of such insurance: (i) shall be used to pay Real Estate Taxes and any PIATT
Payments due hereunder during the period in which Owner is reconstructing, repairing,
and/or replacing the Windsor Component Property, and (ii) shall not be used to prepay all
or any portion of the principal balance of any loan that is secured by the Windsor Component
Property
6. Defaults and Remedies.
(a) Events of Default. It shall be an "Event of Default' if Owner fails to: (i) pay any Real
Estate Taxes prior to delinquency; or (ii) perform or observe any term or condition of this
Agreement to be performed or observed by it (A) with respect to the obligation to pay money,
if such failure is not cured within ten days after such payment is due, and (B) with respect to
any other obligation, if such failure is not cured within the Cure Period. All delinquent PIATT
Payments shall: (i) bear interest at 12% per annum; and (ii) be Non -Payment Liens. At all
times during the Term, there shall be a Tax Payment Lien for the benefit of CRC that secures
the obligation of Owner to pay the Real Estate Taxes.
(b) Letter of Credit. At any time when there is not a continuing Event of Default, Owner
may elect to post a Letter of Credit. If Owner posts a Letter of Credit as permitted pursuant
to this Subsection, then, during the term of such Letter of Credit, the terms and conditions
of this Agreement with respect to Non -Payment Liens and the Tax Payment Lien shall not
apply. If: (i) Owner has posted a Letter of Credit; and (ii) as of the date that is ten business
days prior to the expiration of the term thereof, Owner has not posted a replacement Letter
of Credit; then the terms and conditions of this Agreement with respect to Non -Payment
Liens and the Tax Payment Lien once again shall apply until such time as Owner posts a
replacement Letter of Credit pursuant to this Subsection.
(c) Remedies. Whenever an Event of Default occurs, CRC may take whatever actions
at law or in equity are necessary or appropriate to: (i) collect any payments due under this
Agreement, including, without limitation, foreclosing any Non -Payment Lien and/or the Tax
Payment Lien (or, if Owner has posted a Letter of Credit such that the terms and conditions
of this Agreement with respect to Non -Payment Liens and the Tax Payment Lien do not
apply, making a draw againstthe Letter of Credit), (ii) protect its rights underthis Agreement;
(iii) enforce the performance or observance by Owner of any term or condition of this
Agreement (including, without limitation, the right to specifically enforce any such term or
condition); or (iv) cure, for the account of Owner, any failure of Owner to perform or observe
a material term or condition of this Agreement to be performed or observed by it.
(d) Reimbursement. If CRC incurs any costs or expenses in connection with exercising
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its rights and remedies under, or enforcing, this Agreement, then Owner shall reimburse CRC
for all such costs and expenses (including, without limitation, attorneys' fees and other legal
costs), together with interest at the rate of 12% per annum.
(e) No Remedy Exclusive. No right or remedy herein conferred upon, or reserved to,
CRC is intended to be exclusive of any other available right or remedy, unless otherwise
expressly stated, instead, each and every such right or remedy shall be cumulative and in
addition to every other right or remedy given under this Agreement or now or hereafter
existing at law or in equity. No delay or omission by CRC to exercise any right or remedy
upon any Event of Default shall impair any such right or remedy, or be construed to be a
waiver thereof, and any such right or remedy may be exercised from time to time, and as
often as may be deemed to be expedient. To entitle CRC to exercise any of its rights or
remedies, it shall not be necessary for CRC to give notice to Owner, other than such notice
as may be required by this Section or by the Laws.
7. Indemnification. Owner shall indemnify and hold harmless CRC from and against any and all claims,
damages, losses, and expenses (including, without limitation, attorneys' fees) arising from or connected
with the breach by Owner of any term or condition of this Agreement. The foregoing indemnification obligation
of Owner shall survive the expiration of the Term.
8. Binding Effect. This Agreement: (a) shall run with the Windsor Component Property; (b) bind the
Owner and each successor owner of all or any portion of the Windsor Component Property, and (c) inure to
the benefit of CRC.
9. Notice. Any notice required or permitted to be given by either party to this Agreement shall be in
writing, and shall be deemed to have been given when: (a) delivered in person to the other party; (b) sent by
facsimile or email, with electronic confirmation of receipt, or (c) sent by national overnight delivery service, with
confirmation of receipt, addressed as follows: to CRC at 30 West Main Street, Suite 220, Carmel, Indiana
46032, Facsimile: 317-844-3498, email: cmeverpcarmel.in.gov, Attn: Come Meyer, with a copy to:
Jennifer R. Shoup, Wallack Somers & Haas, PC, One Indiana Square, Suite 2300, Indianapolis, Indiana
46204, Facsimile: 317-231-9900, email: irs�com and to Owner at 770 3rdAvenue Southwest, Carmel,
Indiana 46032, Facsimile: 317-587-0340, email: rbrown(d,)pedcor.net, Attn: Ron Brown. Either party may
change its address for notice from time to time.
10. Authority. Each undersigned person executing this Agreement on behalf of CRC and Owner
represents and certifies that: (a) he or she has been empowered and authorized by all necessary action of
CRC and Owner, respectively, to execute and deliver this Agreement; (b) he or she has full capacity, power,
and authority to enter into and carry out this Agreement, and (c) the execution, delivery, and performance of
this Agreement have been authorized by CRC and Owner, respectively.
11. Miscellaneous. This Agreement: (a) may be executed in separate counterparts, each of which shall
be an original, but all of which together shall constitute a single instrument; (b) shall be governed by, and
construed in accordance with, the laws of the State of Indiana, and (c) may be modified only by a written
agreement signed by both CRC and Owner. The invalidity, illegality, or unenforceability of any one or more
of the terms and conditions of this Agreement shall not affect the validity, legality, or enforceability of the
remaining terms and conditions hereof. All Exhibits referenced in this Agreement are attached hereto and
incorporated herein by reference. All proceedings arising in connection with this Agreement shall be tried and
litigated only in the state courts in Hamilton County, Indiana, or the federal courts with venue that includes
Hamilton County, Indiana. Owner waives, to the extent permitted under applicable law: (a) the right to a trial
by jury, and (b) any right Owner may have to: (i) assert the doctrine of "forum non conveniens"; or (ii) object
to venue. At the request either party, accompanied by execution copies, the other party shall execute and
deliver a memorandum of this Agreement for recording.
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IN WITNESS WHEREOF, CRC and Owner have executed this Agreement as of the date set
forth above.
ACKNOWLEDGMENT
STATE OF INDIANA )
) SS:
COUNTY OF il11 h)
THE CITY CARMEL
REDE ELOPMENT MISSION
By:
William Hammere4idQlntt
Before me, a Notary Public in and for the State of Indiana, personally appeared William
Hammer, the President of The City of Carmel Redevelopment Commission, who acknowledged the execution
of the foregoing Agreement for Payments in Addition to Taxes (Windsor Component) for and on behalf of such
entity.
Fe bry dry
Witness my hand and Notarial Seal this .-(-L day of1 2015.
By:
Notary Publicr '
Printed Namt � e: i nneIL Lee _
My commission expires: 1' I-7-1 q
I am a residentof NAm)1%0 County, Thdlan
MICHAEL EDWARD LEE
Notary Public - Seal
State of Indiana
LWC
yommission Expires Jan 17, 2019
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ACKNOWLEDGMENT
STATE OF INDIANA )
) SS:
COUNTY OF H&MdtOn )
THE CITY OF CARMEL
REEL ME gC MISSION
By: l� ° I
Printed: 3QU6 50141er-f
Title: Vi(P f %extl J4
Before me, a Notary Public in and for the State of Indiana, personally appeared
1/M1V IA_ VOWPfS , the Vi (e fY'F Ne,t of The City of Carmel Redevelopment Commission,
who acknowledged the execution of the foregoing Agreement for Payments in Addition to Taxes (Windsor
Component) for and on behalf of such entity.
Fe6rue�y
Witness my hand and Notarial Seal this 1a day of--,+ y, 2015,
By:
Notary Public
Printed Name: /"{iAel Lec
My commission expires: (-1?-1�
I am a resident of HWilfff) County, id%
MICHAEL EDWARD LEE
Notary Public - Seal
Slate of Indiana
My Commission Expires Jan 17, 2019
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ACKNOWLEDGMENT
STATE OF INDIANA )
SS:
COUNTY OF O )
CCC WEhST, LLC
nn< e
Printed: 1. rac
{�
Title: /'res dens-
Before me, a Notary Public in and for the State of Indiana, personally appeared
U( the Fresidmf dn,l ( F 0 of CCC West, LLC, who acknowledged the execution of the
foregoing Agreement for Payments in Addition to Taxes (Windsor Component) for and on behalf of such
entity.
Witness my hand and Notarial Seal this (P day of FC 6ruahv� 2O1(5
By:
Notary Public
Printed Name: l (6-ba I Lee
My commission expires: (-P-1 9
I am a resident of Na Mi 0h County,Trij I dn
gO LEE $¢alnaliKI
Jan 1I, 2019
Return after recording to City of Carmel, Indiana, One Civic Square, Carmel, Indiana 46032, Attn: Come
Meyer.
This instrument was prepared by Jennifer R. Shoup, Attorney -At -Law, Wallack Somers & Haas, One Indiana
Square, Suite 1500, Indianapolis, Indiana, 46204. 1 affirm, under the penalties for perjury, that I have taken
reasonable care to redact each Social Security number in this document, unless required by law.
Jennifer R. Shoup.
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INDEX TO EXHIBITS
Exhibit A-1 Windsor Component Site Depiction
Exhibit A-2 Windsor Component Site Description
Exhibit B Windsor Component Increment Projection - Year by year
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CARMEL CITY CENTER
ASSESSMENT PROJECTIONS FOR
WINDSOR BUILDING
Assuming: RE Tax Rate Pass Thru for TIP: 1,84530%
Assuming: Growth rate in the assessed value _ _ _ _ _ 0_00%
Ali nu nbcrs ar r�ima�cv and bject•
Constr End: 12/27/2019
05/1Oil 4
1,8453%
1 1 /10/14
1.8453%
05/10/15
18453%
1 1 /10/15
1,8453%
05/10/16
1.8453%
1
11 / 10/ 16
1.8453%
05/10/17
- 18453%
2
11/10/17
- 1.8453%
05/10/18
- 1,8453%
3
11/10/19
- 18453%
05/10/19
- 1,8453%
4
11/10/19
- 1,8453%
05/10/20
2,511,243 1,8453%
5
11/10/20
2,511,243 1,8453%
05/10/21
5,022,487 18453%
6
11/10/21
5,022,487 18453%
05/10/22
5,022,487 1,8453%
7
11/10/22
5,022,487 18453%
05/10/23
5,022,487 18453%
8
11/10/23
5,022,487 1,8453%
05/10/24
5,022,487 1.8453%
9
11/10/24
5,022,487 1.8453%
05/10/25
5,022,487 1.8453%
10
11/10/25
5,022,487 18453%
05/10/26
5.022,487 18453%
11
11/10/26
5,022,487 18453%
05/10/27
5,022,487 18453%
12
11/10/27
5,022,487 1,8453%
05/10/29
5,022,487 18453%
13
11/10/28
5,022,497 18453%
05/10/29
5,022,487 1,8453%
14
11/10/29
5,022,487 18453%
05/10/30
5,022,487 1.8453%
15
11/10/30
5,022,487 18453%
05/10/31
5,022,497 1,8453%
16
11 /10/31
5,022,497 1,8453%
05/10/32
5,022,487 1.8453%
17
11/10/32
5,022,487 18453%
05/10/33
5,022,487 1 8453%
18
11/10/33
5,022,487 1,8453%
05/10/34
5,022,487 1.8453%
19
11/10/34
5,022,497 18453%
05/10/35
5,022,487 1 8453%
20
11/10/35
5,022,497 18453%
05/10/36
5,022,487 1.8453%
21
11/10/36
5,022,487 1.8453%
05/10/37
5,022,487 1.8453%
22
11/10/37
5,022,487 18453%
05/10/38
5,022,487 1.8453%
23
11/10/38
5,022,487 1.8453%
05/10/39
5,022,487 1.8453%
24
11/10/39
5,022,487 1.8453%
05/10/40
5,022,487 1,8453%
25
11/10/40
5,022,487 1,8453%
23,170
23,170
46,340
46,340
46,340
46,340
46,340
46,340
46,340
46,340
46,340
46,340
46,340
46,340
46,340
46,340
46,340
46,340
46,340
46,340
46,340
46,340
46,340
46,340
46,340
46,340
46,340
46,340
46,340
46,340
46,340
46,340
46,340
46,340
46,340
46,340
46,340
46,340
46,340
46,340
46,340