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Home My WebLink About2023-06-19 I01K 117 Land Company, Pinnacle Bank_AssignmentAGENDA ITEM: CITY OF WAUKEE, IOWA CITY COUNCIL MEETING COMMUNICATION MEETING DATE: June 19, 2023 AGENDA ITEM:Consideration of approval of a resolution approving and authorizing execution of a Notice and Acknowledgment of Assignment between 117 Land Company, L.L.C. and Pinnacle Bank of Economic Development Grants under Development Agreement. FORMAT:Consent Agenda SYNOPSIS INCLUDING PRO & CON: The City of Waukee entered into a development agreement with 117 Land Company, L.L.C. and RJ Lawn Service, Inc. on November 6, 2017. The agreement included two annual economic grants to RJ Lawn Service, Inc. and eight annual grants to 117 Land Company, L.L.C. for public improvements. Public improvements included streets and related infrastructure in I-80 West Industrial Park. 117 Land Company has requested that all eight annual economic development grant payments are assigned to Pinnacle Bank. Economic Development grants are not to exceed $1.15M, reimbursement cost of the public infrastructure. FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS: COMMISSION/BOARD/COMMITTEE COMMENT: STAFF REVIEW AND COMMENT: RECOMMENDATION: Approve the resolution ATTACHMENTS: I. Resolution II. Development Agreement Assignment PREPARED BY:Jennifer Brown, Director of Economic Development REVIEWED BY: PUBLIC NOTICE INFORMATION – NAME OF PUBLICATION: DATE OF PUBLICATION: I1K RESOLUTION NO. ______ RESOLUTION APPROVING AND AUTHORIZING EXECUTION OF A NOTICE AND ACKNOWLEDGMENT OF ASSIGNMENT BETWEEN 117 LAND COMPANY, L.L.C. AND PINNACLE BANK OF ECONOMIC DEVELOPMENT GRANTS UNDER DEVELOPMENT AGREEMENT WHEREAS, on the 6th day of November, 2017, the City of Waukee, Iowa (the "City"), 117 Land Company, L.L.C. ("Developer"), and RJ Lawn Service, Inc. ("Employer") entered into an Agreement for Private Development ("Development Agreement"), pursuant to which the Developer agreed to construct certain Public Improvements (as that term is defined in the Development Agreement) and prepare certain property located in the City’s Southwest Business Park Urban Renewal Area (the "Development Property") for development, and the City agreed to provide Economic Development Grants to the Developer in exchange for Developer’s obligations under the Development Agreement; and WHEREAS, the City has received a request from the Developer, in the form of a proposed Notice and Acknowledgment of Assignment of Economic Development Grants under Development Agreement (the "Notice") by and between the Developer and Pinnacle Bank ("Bank"), pursuant to which the City would be directed to pay any future Economic Development Grants due under the Development Agreement to the Bank, subject to the terms of the Development Agreement; and WHEREAS, Developer agrees to continue to be responsible for its obligations under the Development Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WAUKEE, IOWA: Section 1. That the form and content of the Notice, the provisions of which are incorporated herein by reference, be and the same hereby are in all respects authorized, approved and confirmed, and the Mayor and the City Clerk be and they hereby are authorized, empowered and directed to execute, attest, seal and deliver the Notice for and on behalf of the City in substantially the form and content now before this meeting, but with such changes, modifications, additions or deletions therein as shall be approved by such officers, and that from and after the execution and delivery of the Notice, the Mayor and the City Clerk are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Notice as executed. PASSED AND APPROVED this _______ day of _______, 2023. ______________________________________ Mayor ATTEST: __________________________________ City Clerk NOTICE AND ACKNOWLEDGMENT OF ASSIGNMENT OF ECONOMIC DEVELOPMENT GRANTS UNDER DEVELOPMENT AGREEMENT To: City of Waukee, Iowa Attn: Rebecca D. Schuett, City Clerk 230 West Hickman Road Waukee, IA 50263 Please be advised that 117 Land Company, L.L.C., an Iowa limited liability company (“Developer”) has assigned (for purposes of collateral) to Pinnacle Bank, an Iowa chartered bank (“Bank”) Developer’s rights to receive Economic Development Grants pursuant to that certain Agreement For Private Development by and between Developer, The City Of Waukee, Iowa (the “City”), and RJ Lawn Service, Inc. dated November 6, 2017 (the “Development Agreement”) relating to real estate described as Lots 1 through 6 in I-80 West Industrial Park Plat 1, an Official Plat, City of Waukee, Dallas County, Iowa. Developer directs that you make all Economic Development Grant payments that are, or later become, due to Developer under the Development Agreement directly to Bank (until you receive written notice from Bank releasing this assignment) as follows: Pinnacle Bank Attn: Damon Morrison, President & CEO 2206 S. Center St. Marshalltown, IA 50158 Developer and Bank agree that nothing contained in this Notice constitutes a release of the Developer’s obligations to City under the Development Agreement, nor does it constitute Bank’s assumption of the obligations of any party under the Development Agreement. Bank’s right to receive Economic Development Grant payments under the Development Agreement is wholly contingent upon Developer’s or Bank’s compliance with, and as applicable, fulfillment of, the terms and conditions of the Development Agreement. In no case will Bank’s rights under the Development Agreement be greater than Developer’s rights, nor will Bank be entitled to receive any payments that Developer would not be entitled to, or in excess of the amount that Developer would be entitled to under the Development Agreement. Once the City pays funds to Bank pursuant to the Development Agreement, Developer agrees City has no further liability to the Developer for the same, and Developer releases City from any claims related to or arising out of City’s payment of those funds to Bank. You are also notified that until Bank delivers a written release of this assignment to the City, Developer is not permitted to modify or terminate the Development Agreement without Bank’s prior written consent. By signing below, the City solely acknowledges receipt of this notice, agrees to deliver payments to Bank as directed in this Notice subject to the terms of the Development Agreement, and confirms 1) that the Development Agreement is a valid agreement enforceable in accordance with its terms; 2) that the Minimum Improvements (as defined in the Development Agreement) are fully assessed, and the Public Improvements (as defined in the Development Agreement) have been completed; 3) that in light of the completion of the Minimum Improvements and Public Improvements the Developer may assign its obligations and benefits under the Development Agreement without the City’s consent; 4) that the City is not in default under the Development Agreement; 5) that other than the initial payment noted as payable to Developer on June 1, 2023 in Section 9.1(a), none of the payments specified as Economic Development Grants to Developer under Section 9.1(a) of the Development Agreement have been made; and 6) that to the best knowledge of the City, as of the date hereof, (a) the Developer is not in default under the