HomeMy WebLinkAbout2038 Approving a Plan for an Industrial Development Project for the Teal Rising Hotel Project BILL NO. 2024-072 ORDINANCE NO. 2038
AN ORDINANCE APPROVING A PLAN FOR AN INDUSTRIAL DEVELOPMENT PROJECT
FOR THE TEAL RISING HOTEL PROJECT; AUTHORIZING THE CITY TO ISSUE ITS
TAXABLE INDUSTRIAL REVENUE BONDS IN THE AGGREGATE MAXIMUM PRINCIPAL
AMOUNT OF $28,000,000; AND AUTHORIZING CERTAIN OTHER ACTIONS IN
CONNECTION WITH THE ISSUANCE OF THE BONDS.
WHEREAS, the City of Riverside, Missouri, a fourth-class city and political subdivision of
the State of Missouri (the "City"), is authorized and empowered pursuant to the provisions of
Article VI, Section 27(b) of the Missouri Constitution, as amended, and Sections 100.010 through
100.200, inclusive, of the Revised Statutes of Missouri, as amended (RSMo)(collectively,the"Act"),
to purchase, construct, extend and improve certain projects (as defined in Section 100.010 RSMo)
and to issue industrial development revenue bonds for the purpose of providing funds to pay the
costs of such projects and to lease or otherwise dispose of such projects to private persons or
corporations for manufacturing, commercial, warehousing and industrial development purposes
upon such terms and conditions as the City shall deem advisable; and
WHEREAS, Section 100.050 RSMo requires the City to prepare a plan in connection with
any industrial development project undertaken pursuant to the Act; and
WHEREAS, the City, in accordance with Section 100.050 of the Act, prepared a Plan for
an Industrial Development Project dated October 28, 2024 (the "Plan") for a project consisting of
acquiring, constructing, installing and improving an approximately 134-unit hotel and related
improvements (the "Project"), notice of the Project was given to the taxing jurisdictions in
accordance with Section 100.059.1 of the Act and the City now desires to approve the Plan; and
WHEREAS, the City desires to finance the costs of the Project out of the proceeds of a
series of industrial development bonds to be issued under the Act; and
WHEREAS, the City has and does hereby find and determine that it is desirable for the
economic development of the City and within the public purposes of the Act that the City proceed
with the issuance of said bonds for the purpose described above; and
WHEREAS, the City further finds and determines that it is necessary and desirable in
connection with the issuance of the Bonds that the City enter into certain documents and that the
City take certain other actions and approve the execution of certain other documents as herein
provided;
NOW,THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY
OF RIVERSIDE, MISSOURI, AS FOLLOWS:
SECTION 1. PROMOTION OF ECONOMIC DEVELOPMENT; FINDING OF
COMMERCIAL FACILITY. The Board of Aldermen hereby finds and determine that (1) the
Project will promote the economic welfare and the development of the City, and the issuance of
the bonds by the City to pay costs of the Project will be in furtherance of the public purposes set
forth in the Act, and (2)the Project constitutes a commercial facility under the Act.
A
SECTION 2—APPROVAL OF PLAN. The Board of Alderman hereby approves the Plan
for an Industrial Development Project attached hereto as Exhibit A in accordance with Section
100.050 of the Act.
SECTION 3-AUTHORIZATION OF THE BONDS. The City is hereby authorized to issue
and sell its Taxable Industrial Revenue Bonds (Teal Rising Hotel Project), in an aggregate
maximum principal amount of not to exceed $28,000,000 (the "Bonds"), for the purpose of
providing funds to pay costs of the Project and to pay costs of issuing the Bonds. The Bonds
shall be issued and secured pursuant to the Indenture and shall have such terms, provisions,
covenants and agreements as are set forth therein.
SECTION 4 - LIMITATION ON LIABILITY. The Bonds and the interest thereon shall be
limited and special revenue obligations of the City payable solely out of certain payments, rents,
revenues and receipts derived by the City from the herein authorized Lease Agreement and not
from any other fund or source of the City. Such payments, rents, revenues and receipts shall be
pledged and assigned to the bond trustee named in the Indenture (the "Trustee") as security for
the payment of the Bonds as provided in the Indenture. The Bonds and the interest thereon shall
not constitute general obligations of the City or the State of Missouri (the "State"), and neither the
City nor the State shall be liable thereon. The Bonds shall not constitute an indebtedness within
the meaning of any constitutional or statutory debt limitation or restriction, and are not payable in
any manner by taxation.
SECTION 5 - AUTHORIZATION OF DOCUMENTS. The City is hereby authorized to
enter into the following documents (the "City Documents"), in substantially the forms presented to
and approved by the Board of Aldermen and attached to this Ordinance, with such changes
therein as are approved by the officials of the City executing the documents, such officials'
signatures thereon being conclusive evidence of their approval thereof:
(a) Trust Indenture dated as of the date set forth therein (the "Indenture"),
between the City and the Trustee, pursuant to which (1) the Bonds will be issued and (2)
the City will pledge the Project and assign certain of the payments, revenues and receipts
received pursuant to the Lease Agreement to the Trustee for the benefit and security of
the owners of the Bonds upon the terms and conditions as set forth in the Indenture.
(b) Lease Agreement dated as of the date set forth therein (the "Lease
Agreement"), between the City and KC WFC StadCo, LLC, or its assignee or designee,
which may include but is not limited to Riverside HGI Owner, LLC(any of which being the
"Company"), under which the City will lease the Project to the Company, pursuant to the
terms and conditions in the Lease Agreement, in consideration of rental payments by
Company that will be sufficient to pay the principal of, premium, if any, and interest on the
Bonds, including a Memorandum of Lease Agreement providing notice of the Lease
Agreement.
(c) Bond Purchase Agreement dated as of the date set forth therein, among
the City, the Company and the purchaser of the Bonds.
SECTION 6. CREATION OF BOND FUND. The City is hereby authorized to establish
with the Trustee pursuant to the Indenture, a special trust fund in the name of the City and the
City shall cause all sums required by the Indenture to be deposited therein and shall create all
accounts therein required by the Indenture.
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SECTION 7 - EXECUTION OF DOCUMENTS. The Mayor is hereby authorized to
execute the Bonds and to deliver the Bonds to the Trustee for authentication for and on behalf of
and as the act and deed of the City in the manner provided in the Indenture. The Mayor is hereby
authorized to execute the City Documents and such other documents, certificates and instruments
as may be necessary or desirable to carry out and comply with the intent of this Ordinance, for
and on behalf of and as the act and deed of the City. The City Clerk is hereby authorized to attest
to and affix the seal of the City to the Bonds and the City Documents and such other documents,
certificates and instruments as may be necessary or desirable to carry out and comply with the
intent of this Ordinance.
SECTION 8 - FURTHER AUTHORITY. The City shall, and the officials, agents and
employees of the City are hereby authorized to, take such further action, and execute such other
documents, certificates and instruments as may be necessary or desirable to carry out and
comply with the intent of this Ordinance and to carry out, comply with and perform the duties of
the City with respect to the Bonds and the City Documents. The Mayor is hereby authorized,
throughout the term of the Lease Agreement, to execute all documents on behalf of the City
(including documents pertaining to the transfer of property) as may be required to carry out and
comply with the intent of this Ordinance, the Indenture and the Lease Agreement.
SECTION 9 - CONFLICTS. All ordinances or parts of ordinances in conflict herewith are
hereby repealed.
SECTION 10 - EFFECTIVE DATE. This Ordinance shall be in full force and effect from
and after its passage and approval.
BE IT REMEMBERED that the above was read two times by heading only, passed and
approved by a majority of the Board of Aldermen and APPROVED by the Mayor of the City of
Riverside, Missouri, this 19th day of November, 2024.
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44, st ',
Kat een L. Rose, Mayo
5a y.s
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•
ATTEST ` .
Robin,Kinta d,_ ity Clerk
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ACKNOWLEDGEMENT AND CONSENT OF
ISSUER AND TRUSTEE
Issuer and Trustee hereby acknowledge, consent and agree to the execution and delivery
of the foregoing Collateral Assignment of Bonds and Bond Documents (the "Assignment"), by
RIVERSIDE HOSPITALITY OWNER, LLC, a Delaware limited liability company (the
"Borrower"), in favor of EQUITRUST LIFE INSURANCE COMPANY,an Arizona domestic
stock insurance company(together with its successors and assigns,the"Lender").All capitalized
terms not expressly defined in this Acknowledgment and Consent shall have the same meanings
provided for such terms as defined in the Assignment.
Moreover, Issuer and Trustee hereby acknowledge that Borrower has the right to assign its
rights and interest in the Bond Documents to Lender(or its designee or nominee) pursuant to the
Assignment without the consent of either Issuer or Trustee, provided Issuer is provided notice of
such assignment,which notice is hereby acknowledged.
Issuer and Trustee hereby further acknowledge that the interest of Borrower in the Bond
Documents is assigned and transferred to Lender by way of collateral security only, and, until
Lender acquires ownership of Borrower's interest in the Premises under the Lease Agreement(the
"Borrower's Interest") and expressly assumes Borrower's obligations under the Bond
Documents, Lender shall not be deemed to have assumed or become liable for any of the
obligations or liabilities of Borrower under the Bond Documents by Lender's acceptance hereof,
operation of law, or otherwise.
Issuer and Trustee hereby consent to the Deed of Trust and other Loan Documents
referenced in the Assignment and Lender's exercise of its remedies thereunder in the event of any
default under the Loan as provided in the Assignment. Issuer covenants and agrees that upon the
acquisition by Lender or any third party(in either case,the"Successor Tenant")of the Borrower's
Interest through foreclosure of the Deed of Trust, exercise of Lender's rights under the
Assignment, or by conveyance in lieu of foreclosure, Issuer shall recognize Successor Tenant as
the successor to all Borrower's interests under the Lease Agreement and shall not disturb
Successor Tenant's possession of the Premises in accordance with the Borrower's Interest so long
as Successor Tenant fulfills and satisfies all obligations of Borrower when and as required under
the Lease Agreement from and after the date such Successor Tenant acquires the Borrower's
Interest.
[Signature pages follow]
IN WITNESS WHEREOF, City of Riverside, Missouri, has caused this Consent to be
signed in its name and behalf by its Mayor and the seal of the City to be hereunto affixed and
attested by the undersigned authorized officer of the City of Riverside, all as of Dec. 4, 2024.
City of Riverside,Missouri
By:Kathleen L. Rose
Name: Kathleen L. Rose Name: athleen L. Rose
Title: Mayor
[SEAL]
ATTEST:
By: Robin Kincaid
Name: Robin Kincaid
Title: City Clerk
ACKNOWLEDGEMENT
STATE OF MISSOURI )
COUNTY OF Platte )
) ss
On this 4th day of December, 2024, before me personally appeared Kathleen L.Rose,
as Mayor of the CITY OF RIVERSIDE, MISSOURI, and executed the within and foregoing
instrument, and acknowledged said instrument to be the free and voluntary act and deed of said
City, and that said individual is authorized to execute said instrument on behalf of said City as its
duly elected Mayor.
In witness whereof, I hereunto set my hand and official seal.
ROBIN L KINCAID .
NOTARY PUBLIC - NOTARY SEAL
STATE OF MISSOURI
MY COMMISSION EXPIRES MARCH 8, 2027
CUNTON COUNTY
COMMISSION #15390631
Robin Kincaid
Notary Public for the State of
Missouri
My Commission Expires: March 8, 2027
IN WITNESS WHEREOF, City of Riverside, Missouri, has caused this Consent to be
signed in its name and behalf by its Mayor and the seal of the City to be hereunto affixed and
attested by the undersigned authorized officer of the City of Riverside,all as of Dgc. 4 ,2024.
- • City of Riverside,Missouri
By:
Namictitittkthre644_,
athleen L. Rose
Title: Mayor
[Sl~AL1
ATTEST:
By:
Name: Robin Kinc id
Title: City Clerk
ACKNOWLEDGEMENT
STATE OF m ss )
ss
COUNTY OF fritE )
On this 1.j¢day of-hECF:h436-4,2024,before me personally appeared Kathleen L.Rose,
as Mayor of the CITY OF RIVERSIDE, MISSOURI, and executed the within and foregoing
instrument, and acknowledged said instrument to be the free and voluntary act and deed of said
City, and that said individual is authorized to execute said instrument on behalf of said City as its
duly elected Mayor.
In witness whereof, I hereunto set my hand and official seal.
ROBIN L KINCAID
NOTARY PUBLIC-NOTARY SEAL Notary Public for the St to of
STATE OF MISSOURI WI;ism ;+
MY COMMISSION EXPIRES MARCH El,2027 l
CUNTON COUNTY My Commission Expires: VV1 g, �Z,z
COMMISSION#15390631
4
IN WITNESS WHEREOF, City of Riverside, Missouri, has caused this Consent to be
signed in its name and behalf by its Mayor and the seal of the City to be hereunto affixed and
attested by.the undersigned authorized officer of the City of Riverside,all as of'Dec. S/ ,2024.
City of Riverside,Missouri
By: laititti,c)
f,
' Name: athleen L. Rose
• •• s Title: Mayor
[SEA],''
ATTEST:
By:
Name: Robin Kincaid
Title: City Clerk
ACKNOWLEDGEMENT
STATE OF Al:s So k r• )
ss
COUNTY OF%II -E
On this day oft rFM+toeL 2024,before me personally appeared Kathleen L. Rose,
as Mayor of the CITY OF RIVERSIDE, MISSOURI, and executed the within and foregoing
instrument, and acknowledged said instrument to be the free and voluntary act and deed of said
City, and that said individual is authorized to execute said instrument on behalf of said City as its
duly elected Mayor.
In witness whereof, I hereunto set my hand and official seal.
ROBIN L IQNCAID c
NOTARY PUBLIC-NOTARY SEAL Notary Public for the State of
STATE OF MISSOURI
MY COMMISSION EXPIRES MARCH 8,2027 i StrelA K.1
COMUMso5 COUNTY31 My Commission Expires: ►�/�
EXCERPT OF MINUTES OF MEETING
The Board of Aldermen of the City of Riverside, Missouri, met in regular session on November
19,2024,at 7:00 p.m.,at City Hall in Riverside,Missouri,and the following officials were present or absent
as indicated:
Name/Title Present/Absent
Kathy Rose,Mayor -Pre S-e-vt.f
Dawn Cockrell,Ward 1 Alderman reSPAT
Steve Palma,Ward I Alderman ro
Jill Beck,Ward 2 Alderman fires€,,,--
Robert Milner,Ward 2 Alderman
Staci Bundy,Ward 3 Alderman - y Q S
Jason Draut, Ward 3 Alderman Qs
Robin Kincaid,City Clerk -14
The Mayor declared that a quorum was present and called the meeting to order.
* * * * * * (Other Proceedings) * * * * * *
The Mayor opened a public hearing at which all those wishing to speak with respect to the Plan for
an Industrial Development Project for the Teal Rising Hotel Project (the "Plan") were allowed to speak.
After such time,the Mayor closed the public hearing.
* * * * * * (Other Proceedings) * * * * * *
The matter of approving the Plan and issuance of the City's Taxable Industrial Revenue Bonds
(Teal Rising Hotel Project), Series 2024 in the maximum principal amount of$28,000,000 and related
documents,came on for consideration and was discussed.
Upon the request of Mayor Rose, City Clerk Kincaid gave first reading of Bill No. 2024-O7,1
entitled as follows:
AN ORDINANCE APPROVING A PLAN FOR AN INDUSTRIAL DEVELOPMENT
PROJECT FOR THE TEAL RISING HOTEL PROJECT;AUTHORIZING THE CITY
TO ISSUE ITS TAXABLE INDUSTRIAL REVENUE BONDS IN THE AGGREGATE
MAXIMUM PRINCIPAL AMOUNT OF $28,000,000; AND AUTHORIZING
CERTAIN OTHER ACTIONS IN CONNECTION WITH THE ISSUANCE OF THE
BONDS.
On motion by Aldermanig(rr►1A and seconded by Alderman DE , the Board of
Aldermen considered acceptance of the first reading of Bill 2024-Dnd placement of Bill 2024-072on
its second and final reading. Thereupon,the question was put to a roll call vote,the vote thereon being as
follows:
Aye: PA1MA "`I YV1� l✓1Ecg-, uhd y, hf-A 'F C,c ,eE
Nay: Mom&
Absent: N O u F_
City Clerk Kincaid gave second reading of Bill 2024-D7). -
On motion duly made by AldermanlptynA and seconded by Alderman E_Aut ,the
Board of Aldermen considered approval of Bill 2024-D7a_and enactment as Ordinance No.�0351
Thereupon,the question wasf put to a roll call
vote,the vote thereon being as/follows:
Aye: ` 101A �Ql4ult -8I�lnAt , „l� (NEK, (ockt t(74 t�
Nay: I.I O u P.
Absent: W Q�E
Thereupon,the Mayor declared the Ordinance duly passed,duly numbered Ordinance No....D3�
signed and approved by the Mayor,and attested by the City Clerk.
* * * * * * (Other Proceedings) * * * * * *
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There being no other business to come before the Board of Aldermen at this time, upon motion
duly made,seconded and carried,the meeting thereupon was adjourned.
. fSEAL)
ity Clerk
Excerpt of Minutes of Meeting(November 19,2024)
Riverside MO-Teal Rising Hotel Project
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IN WITNESS WHEREOF,the undersigned has caused this Certificate to be executed on behalf
of the City.
CITY OF RIVERSIDE,MISSOURI
By: *ThAtAael424.12.e.-1
Mayor
(Seal)'
',ATTEST:
City Clerk
City's Closing Certificate
Riverside MO-Teal Rising Hotel Project
-4-
IT IS HEREBY CERTIFIED AND DECLARED that all acts,conditions and things required to exist,
happen and be performed precedent to and in the execution and delivery of the Indenture and the issuance of
this Bond do exist,have happened and have been performed in due time, form and manner as required by the
Constitution and laws of the State of Missouri.
IN WITNESS WHEREOF,the City of Riverside, Missouri,has caused this Bond to be executed in
its name by the manual or facsimile signature of its Mayor,attested by the manual or facsimile signature of
its City Clerk and its corporate seal to be affixed hereto or imprinted hereon, and has caused this Bond to be
dated as of the date set forth above.
CITY OF RIVERSIDE, MISSOURI
By /.1 ,71:461..0a). &..e_tax__,
Mayor
(SEAL)"
ATTEST:
C Clerk
-4-
Accepted and Agreed as of the Closing Date.
ISSUER:
CITY OF RIVERSIDE,MISSOURI
By:
Ka y,Rose ayor
(Soar),
ATTEST: _
Robin Kincaid,City Clerk
Bond Purchase Agreement S-2
Riverside MO-Teal Rising Hotel Project
CITY OF RIVERSIDE,MISSOURI
By: yowt,,,,,3,.ri,
Name: Kathleen L. Rose
Title: Mayor
[SEAL]
ATTEST: .
By: ' ',141....44c�
Name: Robin Kincaid
Title: City Clerk
ACKNOWLEDGMENT
STATE OF MISSOURI )
) SS.
COUNTY OF PLATTE )
On this day of .Qy t 64, 2024,before me,the undersigned,a Notary Public,appeared
KATHLEEN L. ROSE, to me rsonally known, who, being by me duly sworn, did say that she is the
Mayor of the CITY OF RIVERSIDE,MISSOURI, and that the seal affixed to the foregoing instrument
is the corporate seal of said City,and that said instrument was signed and sealed by authority of its Board
of Aldermen,and said officers acknowledged said instrument to be executed for the purposes therein stated
and as the free act and deed of said City.
IN TESTIMONY WHEREOF,I have hereunto set my hand and affixed my official seal in the County
and State aforesaid,the day and year first above written.
ROBIN L.- NCAID
NOTARY
'
NOTARY PUBLIC Y SEAL
STATE OF MISSOURI MY COMMISSION EXPIRES MARCH 8,2o27 Name: ,�,L, L L. �'►.,c a;II
CLINTONNotaryPublic in and for said State
COMMISSION�15390631
(SEAL)
My Commission Expires: QA,ii',a0Z1-.
Memorandum of Lease Agreement
Riverside MO-Teal Rising Hotel Project
4
IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed in their
respective corporate names and their respective corporate seals to be hereunto affixed and attested by their
duly authorized officers,all as of the date first above written.
CITY OF RIVERSIDE,MISSOURI
By: Azah,...4.6p....„.....,
. .
... ,• ,, . . . .
. . . , .. . •
. ._. ,.•- , Mayor
(Seal)
ATTEST:
B . s1 a�.v
City Clerk
Lease Agreement S-I
Riverside MO-Teal Rising Hotel Project
IN WITNESS WHEREOF,the City of Riverside,Missouri,has caused this Indenture to be signed
in its name and behalf by its Mayor and the seal of the Issuer to be hereunto affixed and attested by its City
Clerk,and to evidence its acceptance of the trusts hereby created,UMB Bank,N.A.has caused this Indenture
to be signed in its name and behalf by its duly authorized officer,all as of the date first above written.
CITY OF RIVERSIDE,MISSOURI
By Y‘/tateLikt EaL)
Mayor
•
[SEAL]
•
ATTEST:, NT. .y
City Cl rk
S-1
Indenture
Riverside MO-Teal Rising Hotel Project
$28,000,000
(Aggregate Maximum Principal Amount)
City of Riverside,Missouri
Taxable Industrial Revenue Bonds
(Teal Rising Hotel Project)
Series 2024
CLOSING MEMORANDUM
CLOSING DATE: December 12,2024(the"Closing Date")
TIME AND PLACE: Gilmore&Bell,P.C.
2405 Grand Boulevard,Suite 1100
Kansas City,Missouri 64108
(by telephone)
TRANSFER OF FUNDS:
Closing Price of Bonds
to be Funded at Closing: $57,000
METHOD OF FUNDING: As early as possible on the morning of the Closing Date, RIVERSIDE
HOSPITALITY OWNER, LLC(the"Company")will wire transfer the amount stated above to the Trustee,
UMB Bank,N.A.,to pay Costs of Issuance pursuant to the following wire instructions:
UMB Bank,NA
ABA#101 000 695
Acct.Name: UMB Trust Dept
Reference: Teal Rising Hotel
Attn: Chris Smith
CLOSING PROCEDURE: Upon receipt of the wire transfer described above, a representative of the
Trustee shall call Gilmore&Bell(David Martin,816-218-7578)to confirm
receipt of the funds.
Upon confirmation of funding and recording,a representative of Gilmore&
Bell will then authorize the Trustee to release the Bonds to the Company.
The Trustee shall hold in safekeeping the original Bond until written
direction from the Company.
COSTS OF ISSUANCE: Immediately after closing, the Trustee shall pay the Costs of Issuance
described in Requisition No. 1.
CITY OF RIVERSIDE,MISSOURI
Taxable Industrial Revenue Bonds
(Teal Rising Hotel Project)
ISSUER/CITY: TENANT:
City of Riverside,Missouri Riverside Hospitality Owner,LLC
2950 N.W.Vivion Road 5006 NW Teal Rising Way
Riverside,MO 64150 Riverside,Missouri 64150
Attention:Rebecca Beal
Brian Koral,City Administrator
bkoral(a,riversidemo.gov TENANT'S COUNSEL:
Mike Duffy,Director of Community Development Polsinelli PC
(816)372-9017 900 W.48th Place,Suite 900
mduffv c(�,riversidemo.gov Kansas City,MO 64112
Robin Kincaid,City Clerk Roxsen Koch
(816)741-3993 (816)572-4669
rkincaid@riversidemo.gov rkoch@polsinelli.com
Ashley McAlmond
CITY'S SPECIAL COUNSEL: amcalmondna.polsinelli.Gom
Spencer Fane Britt& Browne LLP Ashley Dowd
9401 Indian Creek Parkway,Suite 700 adowd@polsinelli.com
Overland Park,KS 66210
Joe Bednar TRUSTEE:
(573)634-8116
jbednar@spencerfane.com UMB Bank,N.A.
928 Grand Blvd, 12th Floor
Mail Stop 1011201
CITY'S BOND COUNSEL: Kansas City,MO 64106
Gilmore& Bell,P.C. Christopher Smith
2405 Grand Boulevard,Suite 1100 (816)860-3011
Kansas City,Missouri 64108-2521 chris.smith@umb.com
David Martin
(816)218-7578
dmartinnaitilmorebell.com