2006-346
Resolution 2006 - 346
A Resolution Approving an Assignment, Assumption, and Consent Agreement which
Authorizes the Assignment and Assumption of TIF Development Agreement by Clinton
Distribution Center, LLC and Consents to the Sale of the Podnar Properties, LLC's TIF
Development on Freedom Lane to NL Ventures V Clinton, LP
WHEREAS, the City entered into a TIF Development Agreement with Podnar Properties, LLC
and Clinton Machine Co., Inc., dated November 16, 2005 (hereinafter "TIF Agreement"); and
WHEREAS, Section IV.C. of said TIF Agreement prohibits the sale of the Clinton Machine
Co. Inc. facility located at 400 Freedom Lane (hereinafter "Property") without the written
approval of the City, which approval shall not be unreasonably withheld; and
WHEREAS, Podnar Properties, LLC and Clinton Machine Co, Inc. have requested the City
approve the sale of the Property to Clinton Distribution, which shall own the Property until the
56,000 SF industrial building is constructed and an occupancy permit is issued; and
WHEREAS, upon the issuance of an occupancy permit for the 56,000 SF industrial building,
Clinton Distribution Center, LLC (hereinafter "Clinton Distribution") desires to sell the Property
to NL Ventures V Clinton, LP (hereinafter, "NL V") and lease back the Property from NL V; and
WHEREAS, the parties to the sale have proposed an Assignment, Assumption, and Consent
Agreement (hereinafter "Podnar Assignment Agreement"), a copy of which is attached and
incorporated herein as if fully set forth; and
WHEREAS, under the terms of the Podnar Assignment Agreement, Clinton Distribution
agrees to assume the minimum property value and minimum property tax payment
guarantees according to Section IV.B.9. of the TIF Agreement which will ensure that future
guaranteed TIF property tax revenues will accrue to the City to pay for City TIF development
costs according to the terms of the TIF Agreement; and
WHEREAS, the Common Council of the City of Janesville does hereby find the proposed
Podnar Assignment Agreement to be in the best interest of the citizens of the community and
in the best interests of the City of Janesville;
NOW, THEREFORE, BE IT RESOLVED, by the Common Council of the City of Janesville,
that it hereby approves Podnar Assignment Agreement, and authorizes the City Manager to
execute the Podnar Assignment Agreement on behalf of the City; and
BE IT FURTHER RESOLVED, by the Common Council that the City Manager and his
designees, are hereby authorized to negotiate, draft, prepare, execute, file, and modify such
other documents, papers, and agreements ancillary and/or pertaining thereto, and from time
to time to take and/or make whatever other minor actions and/or modifications to the above
described Agreements as the City Manager and/or his designees may deem necessary
and/or desirable to effectuate the purposes of such Agreements and the intent of this
resolution.
Resolution 2006 - 346
Page 2
ADOPTED:
November 13, 2006
AP~í
Steven E. Sheiffer, City Ma
APPROVED AS TO FORM~ I
µI~(~
City Attorney
Proposed by: City Manager
Prepared by: Economic Development Director
Motion by: Wellnitz Tom
Second by: Brien
Council member Aye Nay Pass Absent
Brien X
Wellnitz, Tom X
Williams X
Brunner X
Wellnitz, Tim X
DeGarmo X
Addie X
Assil!nment. Assumption and Consent Al!reement
THIS ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT ("Agreement") is
made and entered into as of the _ day of _,2006, by and between Podnar Properties Janesville,
LLC, a Delaware limited liability company ("Podnar, LLC"); and Clinton Distribution Center, LLC
("Clinton Distribution"), an Ohio limited liability company;.
RECITALS:
WHEREAS Clinton Machine Co., Inc. and the City of Janesville have entered into a TIF
Development Agreement dated as of November 10, 2005 by Clinton Machine Co., Inc. and dated as of
November 16,2005 by the City of Janesville ("TIF Agreement") which sets forth the terms and
conditions for the City's sale of an 8.28 acre industrial site to Clinton Machine Co., Inc. ("Clinton")
and Clinton's construction of a 56,000 square foot manufacturing, warehousing, and distribution
facility ("Facility") located on the 8.28 acre industrial site; and
WHEREAS, prior to closing on the sale of the 8.28 acre industrial site, Clinton requested, and
the City of Janesville conveyed the 8.28 acre industrial site to Podnar, LLC, an affiliate of Clinton; and
WHEREAS, under the terms of the TIF Agreement, upon the issuance of an occupancy permit
for the Facility, the City of Janesville will:
1) Grant Clinton an Option to Purchase ("Option Agreement") an adjacent 6.74
Acre industrial site; and
2) Loan Clinton One Hundred Twenty Thousand Dollars ($120,000.00) according
to the terms of a TIF Development Loan set forth in Exhibit "c" of the TIF
Agreement, and
WHEREAS, Clinton and Podnar, LLC wish to assign to Clinton Distribution all of Clinton and
Podnar, LLC's rights, titles, interests, and obligations, to and under the TIF Agreement, Option
Agreement, and TIF Development Loan Agreement; and
WHEREAS, Clinton Distribution has agreed to and shall assume the obligations of Clinton and
Podnar, LLC under the TIF Development Agreement and Option Agreement as set forth therein.
WHEREAS, upon the issuance of an Occupancy Permit for the Facility, Clinton Distribution
desires to sell the Facility to NL Ventures V Clinton, LP, ("NLV"), a Texas limited partnership and
enter into a bondable lease of the Facility with the option to re-purchase the Facility at a later date, but
agrees to remain responsible to the City for all of the obligations arising from the TIF Agreement,
Option Agreement, and TIF Development Loan Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto promise and agree as follows:
1. All capitalized terms used in this Agreement and not otherwise defined herein shall
have the meaning given such terms in the TIF Development Agreement, the Option Agreement,
and/or TIF Development Loan Agreement.
2. Clinton and Podnar, LLC hereby assign and transfer unto Clinton Distribution all of
Clinton's and Podnar, LLC's rights, titles, interests, and obligations in, to and under the TIF
Development Agreement, Option Agreement, and TIF Development Loan Agreement.
3. Clinton Distribution hereby (i) accepts the assignment of the TIF Development
Agreement and (ii) accepts and agrees to be bound by the tenns, obligations, responsibilities, and
guarantees of, and agrees to assume and perfonn all of the obligations of Clinton and Podnar, LLC
arising under the TIF Development Agreement.
4. Clinton Distribution hereby (i) accepts the assignment of the Option Agreement and (ii)
accepts and agrees to be bound by the tenns, obligations, responsibilities, and guarantees of, and
agrees to assume and perform all of the obligations of Clinton and Podnar, LLC arising under the
Option Agreement.
5. Clinton Distribution hereby (i) accepts the assignment of the TIF Development Loan
Agreement and (ii) accepts and agrees to be bound by the tenns, obligations, responsibilities, and
guarantees of, and agrees to assume perfonn all of the obligations of Clinton and Podnar, LLC arising
under the TIF Development Loan Agreement.
6. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto
and their respective successors and pennitted assigns.
7. This Agreement and all questions arising in connection herewith shall be governed by
and construed in accordance with the laws of the State of Wisconsin.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed by
their duly authorized officers as of the day, month and year first above written.
Podnar Properties Janesville, LLC
By:
Terry L. Podnar, President
Clinton Machine Company, Inc.
By:
Terry L. Podnar, President
Clinton Distribution Center, LLC.
By: Clinton Holdings, LLC, Sole Member
By: Republic Private Equity!, LLLP, Member
By:
~. --/\~
'-"'-"-v-- -)S _ ?'L.C\......~'------
William Haan, President
The undersigned hereby consents to the assignment from Clinton and Podnar Properties
J anesville, LLC to Clinton Distribution all of its rights, titles, interests, and obligations in, and to that
certain TIF Development Agreement, dated as of November 16, 2005 between the City of Janesville
and Clinton Machine Co., Inc.: to that certain Option Agreement provided under the aforementioned
TIF Development Agreement on the terms described above and agrees that Clinton Distribution shall
hereunder be the Optionee under the Option Agreement from and after this date; and to that of a certain
TIF Development Loan Agreement provided under the aforementioned TIF Development Agreement.
Further, the undersigned hereby consents to the subsequent sale of the Facility by Clinton
Distribution to NLV and the lease back of the Facility from NLV by Clinton Distribution upon the
issuance of an Occupancy Permit for the completed Facility, provided that Clinton Distribution shall
continue to be responsible for and agrees to meet all of the City's requirements arising out of the TIF
Agreement, the Option Agreement, and the TIF Development Loan Agreement.
Dated as of this _ day of
,2006.
CITY OF JANESVILLE
By:
Steven E. Sheiffer, City Manager
By:
Jean Ann Wulf, City Clerk Treasurer
Doc 385378 Final