2021-03-17 Consent to Pledge and Collateral Assignment of TIF BondCONSENT TO PLEDGE AND COLLATERAL ASSIGNMENT OF TIF BOND
The Community Development Agency of the City of Blair, Nebraska (the "CDA"), has
issued to SAI Properties, V, Inc., a Nebraska corporation ("Holder"), a Tax Increment
Revenue Bond in the principal amount of $970,000.00 dated March 17, 2021 (the "Bond"),
pursuant to the Redevelopment Contract between the CDA and Holder dated October 27,
2020 (the "Redevelopment Contract").
2. The CDA consents to the pledge and collateral assignment of the Bond by Holder to
Farmers State Bank, a Nebraska banking corporation (the "Bank") as security for a
Promissory Note (the "Loan") from the Bank to Holder, as set forth in that certain
Collateral Pledge Agreement between Holder and Bank attached hereto as Exhibit "A" and
incorporated herein (the "Security Agreement"); provided that nothing in connection with
the Loan, Security Agreement, or transfer of the Bond shall be binding on the CDA except
as specifically set forth herein or in a separate document executed by an authorized
representative of the CDA.
Notwithstanding anything in this Consent to Pledge and Collateral Assignment of TIF
Bond to the contrary, Holder shall remain as the registered owner of the Bond and the CDA
and Treasurer of the CDA, as paying agent, shall treat Holder as the registered owner of
the Bond in conformance with the terms of Resolution No. 2021-1, adopted by the CDA
on March 9, 2021 (the "Bond Resolution"), authorizing issuance of the Bond, except as
otherwise provided herein.
4. The undersigned parties agree that all future payments from the CDA under the Bond shall
be made to the Bank at the following address:
Nebraska Bank, a Branch of Farmers State Bank
114 Locust Street, Suite A
PO Box 71
Hickman, NE 68372
5. Holder specifically authorizes the CDA to make the payments under the Bond to the Bank
as set forth above and this authorization shall remain in effect until written notice of its
termination is received by the CDA from both the Bank and Holder.
6. Holder and Bank shall indemnify and hold harmless the CDA from any claims or liabilities
arising from the Loan, Security Agreement, or with respect to the Bond, except for such
obligations of CDA set forth in this Consent to Pledge and Assignment of TIF Bond, the
Bond, the Redevelopment Contract and Bond Resolution; provided that Holder and Bank
acknowledge that the Bond shall not constitute an obligation of the State of Nebraska, the
CDA or of the City of Blair (except for such receipts as have been pledged pursuant to said
Sections 18-2124 and 18-2150 of the Nebraska Revised Statutes), and the State of
Nebraska, CDA and the City of Blair shall not be liable for the payment thereof from any
fund or source including but not limited to tax monies belonging to either thereof (except
for such receipts as have been pledged as described above in this paragraph).
7. Holder and Bank acknowledge the existence of one or more superior lienholder(s) with
priority over the Redevelopment Contract as to the real property, or portion thereof
encumbered thereby (as applicable, the "Redevelopment Property"). Holder and Bank
acknowledge that any failure by superior lienholder(s) to carry out the obligations of
Holder under the Redevelopment Contract, in the event such superior lienholder(s), or their
successors and assigns, assume control over the Redevelopment Property, may result in
Holder's (or its successor's) default under the Redevelopment Contract. In such instance,
Redeveloper agrees to indemnify and hold harmless the CDA and City of Blair from any
claims, defenses or liabilities resulting from such a default and/or the CDA's pursuit of
remedies related thereto, and Bank agrees to waive any claims or causes of action, both
legal and equitable, as against the CDA and City of Blair resulting from such a default
and/or the CDA's pursuit of remedies related thereto.
8. If, prior to April 9, 2021, any suit, action or proceeding arises or is asserted involving the
validity or enforceability of the Bond and/or Bank, whomever is in possession of the Bond,
shall forfeit the Bond to the Agency pending the conclusion of such suit, action or
proceeding, and the Agency, in its sole and absolute discretion, may rescind and cancel the
Bond without liability to either Redeveloper or Bank, provided that the Agency reissues
the Bond as soon as reasonably practicable following the conclusion of such suit, action or
proceeding. If no such action or claim is brought prior to April 9, 2021, this Section 8 shall
be of no further force or effect.
This Consent to Pledge and Assignment of TIF Bond is dated March 17, 2021.
"CDA"
Community Development Agency of the City of Blair, Nebraska
By:
Chairperson (Mayor)
"Holder"
SAI Properties, V, Inc., a Nebraska corporation
By: _
Name:
Title:
"Bank"
Nebraska Bank, a Branch of Farmers State Bank
By: _
Name:
Title:
Exhibit "A"
Security Agreement
(See attached)
4821-7009-7631, v. 1
DOCS/2609372.1