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HomeMy Public PortalAboutResolution 2019-35, Authorizing Assignment Of Economic Development (TIF) Proceeds From Woods To Bank Orion For Security Certain Loans Granted By BankOrion To Woods By City Of Riverdale & CONSENT ASSIGNMENT FOR SECURITY AGREEMENT RESOLUTION NO.2019-3 5 A RESOLUTION AUTHORIZING ASSIGNMENT OF ECONOMIC DEVELOPMENT(TIF)PROCEEDS FROM WOODS CONSTRUCTION AND DEVELOPMENT TO BANKORION FOR THE SECURITY OF CERTAIN LOANS GRANTED BY BANKORION TO WOODS CONSTRUCTION AND DEVELOPMENT BY THE CITY OF RIVERDALE, IOWA WHEREAS,Officers of BankOrion contacted the City of Riverdale("City")asking if the City would consent to Woods Construction and Development,Inc. ("Woods")assigning Woods' rights to the Economic Development Proceeds("TIF Proceeds")provided for by the October 10,2017 Development Agreement between the City and Woods as a form of security for BankOrion in their favor for BankOrion providing all amounts owed by Woods to BankOrion pursuant to commercial loans now owed or hereafter borrowed; and, WHEREAS,the City consulted with its TIF Counsel Ahlers and Cooney, Des Moines, regarding the general practice of authorizing assignment of future TIF proceeds from Woods to a bank seeking security for its loan or loans to Woods, and any potential liability to the City as a result of authorizing such an assignment of TIF Proceeds; and, WHEREAS, Ahlers and Cooney Law provided to the City a form of Consent to Assignment for Security Agreement which provides Woods the documentation necessary under the October 17, 2019 Development Agreement between the City and Woods, and said Consent to Assignment for Security Agreement has been provided to officers of BankOrion as the means by which the City would assent to said assignment. NOW THEREFORE,BE IT RESOLVED,BY THE CITY COUNCIL OF THE CITY OF RIVERDALE, SCOTT COUNTY, IN THE STATE OF IOWA: Section 1. That the Consent to Assignment for Security Agreement prepared for the City by Ahlers &Cooney Law,Des Moines on September 18,2019("Consent Agreement")is attached hereto and is hereafter a part of this Resolution. Section 2. That following approval by the City Council and with the signature of the Mayor,the City of Riverdale consents to Woods' assignment of TIF Proceeds to BankOrion. Section 3. That with Council approval,the Mayor shall execute said Consent Agreement and the City Clerk shall attest his signature. PASSED AND APPROVED this 24th day of September,2019. 11110% Amii1111W Micha I Bawden,Mr ATTEST: %Y'/Mi'L�iICC��„� I�GNi1� ry Frances Blevins,City Clerk Prepared by City Administrator Tim Long September 19, 2019 CONSENT TO ASSIGNMENT FOR SECURITY AGREEMENT This Consent to Assignment For Security Agreement ("Consent Agreement") is provided by the CITY OF RIVERDALE, IOWA,a municipality(hereinafter the"City")in connection with a proposed Assignment for Security ("Assignment") made by WOODS CONSTRUCTION AND DEVELOPMENT, INC., an Illinois corporation ("Developer") in favor of BANKORION, an Illinois banking corporation("Lender"). WHEREAS, the City and Developer entered into an Agreement for Private Development, dated October 10,2017("Development Agreement"),evidenced by a Memorandum of Agreement for Private Development recorded as File No. 2017-00031757 in the records of the Scott County, Iowa Recorder's office, concerning the real property described as: A PART OF THE SOUTHWEST QUARTER OF SECTION 23 AND A PART OF THE NORTH ONE-HALF OF THE NORTHWEST QUARTER OF SECTION 26,ALL IN TOWNSHIP 78 NORTH, RANGE 4 EAST OF THE 5TH P.M., SCOTT COUNTY, IOWA,COMMENCING AS A POINT OF REFERENCE AT A BRASS MONUMENT MARKING THE NORTHWEST CORNER OF THE SAID SOUTHWEST QUARTER OF SECTION 23; THENCE SOUTH 01°10'12" EAST,ALONG THE WEST LINE OF SAID SOUTHWEST QUARTER OF SECTION 23, A DISTANCE OF 392.04 FEET TO AN IRON ROD MARKING THE SOUTHWESTERN MOST CORNER OF PLEASANT HILLS 1ST ADDITION; THENCE SOUTH 59°20'26" EAST,ALONG THE SOUTH LINE OF SAID PLEASANT HILLS 1ST ADDITION,A DISTANCE OF 824.18 FEET TO AN IRON ROD MARKING THE SOUTHWEST CORNER OF LOT 10 IN SAID PLEASANT HILLS 1ST ADDITION AND BEING THE NORTHEAST CORNER OF THE CITY OF RIVERDALE PARCEL PER PLAT OF SURVEY AT DOCUMENT No. 2012-00007082 AND ALSO BEING THE POINT OF BEGINNING OF THE LAND HEREIN INTENDED TO BE DESCRIBED; THENCE SOUTH 30°39'42" WEST,ALONG THE EAST LINE OF SAID CITY OF RIVERDALE PARCEL,A DISTANCE OF 60.24 FEET TO AN IRON ROD; THENCE SOUTH 86°48'08" WEST,ALONG THE EAST LINE OF SAID CITY OF RIVERDALE PARCEL,A DISTANCE OF 161.53 FEET TO AN IRON ROD; THENCE SOUTH 43°1T02" WEST,ALONG THE EAST LINE OF SAID CITY OF RIVERDALE PARCEL,A DISTANCE OF 115.72 FEET TO AN IRON ROD; THENCE SOUTH 25°56'54" WEST,ALONG THE EAST LINE OF SAID CITY OF RIVERDALE PARCEL,A DISTANCE OF 272.70 FEET TO AN IRON ROD; THENCE SOUTH 25°31'58" WEST,ALONG THE EAST LINE OF SAID CITY OF RIVERDALE PARCEL,A DISTANCE OF 240.48 FEET TO AN IRON ROD; THENCE SOUTH 20°59'58" WEST,ALONG THE EAST LINE OF SAID CITY OF RIVERDALE PARCEL,A DISTANCE OF 340.89 FEET TO AN IRON ROD; THENCE SOUTH 07°03'58" WEST,ALONG THE EAST LINE OF SAID CITY OF RIVERDALE PARCEL,A DISTANCE OF 453.71 FEET TO AN IRON ROD ON THE SAID WEST LINE OF THE SOUTHWEST QUARTER OF SECTION 23 AND BEING THE SOUTHERLY CORNER OF SAID CITY OF RIVERDALE PARCEL; THENCE SOUTH 01°10'12" EAST,ALONG THE SAID WEST LINE OF THE SOUTHWEST QUARTER OF SECTION 23,A DISTANCE OF 470.67 FEET TO A BRASS MONUMENT MARKING THE SOUTHWEST CORNER OF THE SAID SOUTHWEST QUARTER OF SECTION 23; THENCE SOUTH 53°52'11" EAST, A DISTANCE OF 1148.36 FEET TO A BRASS MONUMENT; THENCE NORTH 61°36'51" EAST,A DISTANCE OF 380.39 FEET; THENCE SOUTH 47°19'12" EAST, 1 A DISTANCE OF 326.37 FEET TO AN IRON ROD ON THE NORTHERLY RIGHT OF WAY OF U.S. HIGHWAY 67; THENCE NORTH 47°14'38" EAST,ALONG THE SAID NORTHERLY RIGHT OF WAY LINE OF U.S. HIGHWAY 67,A DISTANCE OF 1306.91 FEET TO AN IRON ROD MARKING THE SOUTHERN MOST CORNER OF OUTLOT A IN SAID PLEASANT HILLS 1ST ADDITION; THENCE NORTH 54°24'51" WEST,ALONG THE SOUTHERN LINE OF SAID OUTLOT A IN PLEASANT HILLS 1ST ADDITION,A DISTANCE OF 496.20 FEET TO AN IRON ROD IN CONCRETE; THENCE NORTH 47°10'40" EAST,ALONG THE SOUTHWEST LINE OF SAID OUTLOT A IN PLEASANT HILLS 1ST ADDITION A DISTANCE OF 471.34 FEET TO AN IRON ROD IN CONCRETE; THENCE NORTH 50°35'20" WEST,ALONG THE SOUTH LINE OF SAID OUTLOT A IN PLEASANT HILLS 1ST ADDITION,A DISTANCE OF 199.65 FEET; THENCE NORTH 59°20'26" WEST,ALONG THE SAID SOUTH LINE OF PLEASANT HILLS 1ST ADDITION,A DISTANCE OF 1844.82 FEET TO THE POINT OF BEGINNING. (the "Development Property"); WHEREAS, pursuant to the proposed Assignment, Developer proposes to assign all of Developer's right, title, and interest in and to its rights to receive Economic Development Grant payments under the Development Agreement to Lender in the event that Developer defaults under any of its loan or collateral documents with Lender and Lender notifies the City of such default; and WHEREAS, Section 7.1 of the Development Agreement requires Developer to obtain the City's written consent to an assignment of Developer's interests in the Development Agreement, and provides that the assignee must assume in writing all obligations of the Developer under the Development Agreement; and WHEREAS, the Assignment provides that Lender does not assume any liability or obligation of Developer under the Development Agreement; and WHEREAS,the City is willing to consent to the assignment of Developer's right to receive Economic Development Grants under the Development Agreement to Lender, under the terms of the Assignment, contingent upon certain conditions as outlined below. NOW THEREFORE, in consideration of the foregoing recitals and of the terms, provisions, agreements, and covenants contained herein, and for other good and valuable consideration, the City provides its consent to the Assignment as follows: 1. Recitals and Definitions. The above recitals are hereby incorporated into this Consent Agreement by this reference. Capitalized terms used herein but not otherwise defined in this Consent Agreement shall have the meanings given in the Development Agreement. 2. Consent to Assignment of Economic Development Grants. City hereby consents to Developer's assignment to Lender of the Economic Development Grants under the Development Agreement that are associated with the Development Property, pursuant to the terms of the Assignment. 2 3. Economic Development Grants. Pursuant to the terms of the Assignment between Developer and Lender, following a default by Developer under any of its loan or collateral documents with Lender and Lender's notice to the City of the same, the City agrees to make all Economic Development Grant payments to be made by the City to the "Developer" under the terms of the Development Agreement to the Lender, which payments shall be sent to: BankORION Attn: Kevin Schoonmaker 5301 44`h Avenue Drive Moline, IL 61265 Lender's right to receive Economic Development Grants pursuant to the Assignment and Development Agreement is wholly contingent upon Developer's compliance with, and as applicable, fulfillment of,the terms and conditions of the Development Agreement. In no case will Lender's rights under the Development Agreement be greater than Developer's rights. 4. Force and Effect. Except as modified and amended herein,the terms and conditions of the Development Agreement remain valid and in full force and effect,and are hereby confirmed and ratified. 5. Governing Law. This Consent Agreement shall be governed and construed in accordance with the laws of the State of Iowa. IN WITNESS WHEREOF, the City has caused this Consent Agreement to be duly executed in its name and behalf by its Mayor and its seal to be duly affixed and attested by its City Clerk, all on or as of the date first written above. [Remainder of page intentionally left blank; Signature page follows] 3 This document was approved by Resolution 2019-35 by the Riverdale City Council on September 24,2019. ' VERDALE, IOWA •� tea- By Michael Bawden,Mayor ��`t." ,11 ,. � A- (SEAL), ) l By: / Lisa A. Kotter, City Administrator STATE OF IOWA ) ) ss COUNTY OF SCOTT ) On this 14th day of January 2020, before me a Notary Public in and for said State, personally appeared Michael Bawden and Lisa A. Kotter, to me personally known,who being duly sworn, did say that they are the Mayor and City Clerk, respectively, of the City of Riverdale, Iowa, a Municipality created and existing under the laws of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said Municipality, and that said instrument was signed and sealed on behalf of said Municipality by authority and resolution of its City Council, and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said Municipality by it voluntarily executed. � � � Nota Public in and for the State of Iowa 01634191-1\22647-003 MARY FRANCES BLEVINS o c;;. Commission No.749856 z ' My Commission Expires IOWA s 4