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Assignment of the City of Dubuque, Dubuque Initiatives, Flexsteel Industries Redevelopment Project Agreement Copyrighted April 1 , 2019 City of Dubuque Action Items # 4. ITEM TITLE: Assignmentof the Cityof Dubuque, Dubuque Initiatives, and Flexsteel Industries, Inc. Redevelopment Project Agreement SUMMARY: Senior Counsel recommending adoption of a resolution consenting to the Assignment of the Redevelopment ProjectAgreementfrom Dubuque Initiatives to Jackson Street Redevelopment, LLC (Flexsteel Industries, Inc.) subject to conditions. RESOLUTION Consenting to the Assignment of the Redevelopment ProjectAgreement byand among the City of Dubuque, lowa, Dubuque Initiatives, and Flexsteel Industries, Inc., to Jackson Street Redevelopment SUGGESTED DISPOSITION: Suggested Disposition: Receiveand File;Adopt Resolution(s) ATTACHMENTS: Description Type Staff Memo Staff Memo RequestforAssignment Supporting Documentation Assignment Supporting Documentation Resolution Resolutions THE CITY OF Dubuque � D V L E ui-��m�snr wtinu.rnr.�.-r�+: rIIII•r Masterpiece on the Mississippi 2°°'�z°lz 2013•2017 BARRY A. LINDAHL, ESQ. SENIOR COUNSEL To: Mayor Roy D. Buol and Members of the City Council DATE: March 26, 2019 RE: Assignment of the City of Dubuque, Dubuque Initiatives, and Flexsteel Industries, Inc. Redevelopment Project Agreement The City of Dubuque, lowa, Dubuque Initiatives, and Flexsteel Industries, Inc. entered into a Redevelopment Project Agreement related to redevelopment of real estate, including land and buiidings, owned by Flexsteel, dated May 15, 2017. Pursuant to the terms of the Agreement, Initiatives has or will take title to the Real Property and undertake other obligations to the other parties to the Agreement. Initiatives desires to assign the Agreement to Jackson Street Redevelopment, LLC, Initiatives' wholly owned subsidiary, subject to the condition that Initiatives will remain responsible for the Initiatives' obligations in the event Jackson Street Redevelopment, LLC does not perform such obligations. Initiatives has requested the City consent to the Assignment of the Redevelopment Project Agreement to Jackson Street Redevelopment, LLC. I recommend that the City Council adopt the attached resolution consenting to the Assignment of the Redevelopment Project Agreement to Jackson Street Redevelopment, LLC. BAL:jmm Attachment cc: Michael C. Van Milligen, City Manager Crenna M. Brumwell, City Attorney Jill Connors, Economic Development Director Flint Drake OFFICE OF THE CITY ATTORNEY DUBUQUE, IOWA Su�TE 330, HARBOR VIEW PLACE, 300 MAIN STREET DUBUQUE, IA 52001-6944 TELEPHONE (563)583-4113/Fax (563)583-1040/EMa,i� balesq@cityofdubuque.org Drake LawFirm,P.c. ATTO RN EYS D. Flint Drake* 300 Main Street,Suite323 Samuel M. DeGree fdrakc a,drakefawpc.com Dubuque,IA�2001 sde�ree(a)drakelawpacom Both admitted in[owa Telephone:(563}582-2000 *Also admitted in Wisconsin Facsimile: (563)583-5225 March 26, 2Q19 City Councif City of Dubuque, Iowa 50 W. 13`" St. � DLIbIIt�LIE� [owa 52001 � � Re: Request for Ca�mcil Approval of Assignment of Redevelopment Agreement ;� Dear Memvers oF the City Cauncil: � We represent Dubuque Initiatives in connection with, amoizg other things, the acquisition of the former Flexsteel Industries, Inc. matzufacturing site on )ackson St. here in Dubuc�ue (the "F[exsteel Site"). lnitiatives has created a who(fy owned subsidiary named � Jackson Street Redevelopment, LLC for the p��rpose of tal<ing title to the Flexsteel Site. The � p«rpose oF the new entity is to ensure that any liabi(ities arising fram the tr-ansaction or the 4 Flexstee[ site are isolated from the other assets of ]nitiatives. With this fetter we t-equest that � the City Cotu�cil consider and approve an assignment, in the Form provided, of the existing j Redevelopment Agreement dated May 15, 20i7 fram [nitiatives to Jackson Street � � Redevelopment, LLC. Tl�e proposed assignment provides that Dub��que ]nitiatives remains ; ab[igated to carry out the obfigations to the city, co�u�ty and Flexsteel in the event that � )ackson Street Redeve[opment, LLC is �mable to perform those obEigations. ,� (f you have any questions, please do not hesitate to contact us. Tliank you. � i Best Regards, DRAKE LA • F1RM, P.C. By � /�� Ffint Di-ake CC Michael C. Van Milligen, City Manager Ci'enna Br«mwell, City Attorney Barry Lindah(, Senior Coimsel Jill Connors, Economic Development Director i i RESOLUTION NO. 129-19 CONSENTING TO THE ASSIGNMENT OF THE REDEVELOPMENT PROJECT AGREEMENT BY AND AMONG THE CITY OF DUBUQUE, IOWA, DUBUQUE INITIATIVES, AND FLEXSTEEL INDUSTRIES, INC., TO JACKSON STREET REDEVELOPMENT, LLC Whereas, the City of Dubuque, Iowa ("City"), Dubuque Initiatives ("Initiatives"), and Flexsteel Industries, Inc. ("Flexsteel") entered into a Redevelopment Project Agreement related to redevelopment of real estate, including land and buildings, owned by Flexsteel (the "Real Property"), dated May 15, 2017 (the "Agreement"); and Whereas, pursuant to the terms of the Agreement, Initiatives has or will take title to the Real Property and undertake other obligations to the other parties to the Agreement (the "Initiatives' Obligations"); and Whereas, Initiatives desires to assign the Agreement to Jackson Street Redevelopment, LLC ("Redevelopment"), Initiatives' wholly owned subsidiary, subject to the condition that Initiatives will remain responsible for the Initiatives' Obligations in the event Redevelopment does not perform such obligations; and Whereas, Initiatives has requested the City of Dubuque consent to the Assignment of the Redevelopment Project Agreement to Redevelopment; and Whereas, the City Council finds that the City of Dubuque should consent to the Assignment. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA AS FOLLOWS: Section 1. The City of Dubuque hereby consents to the Assignment of the Redevelopment Project Agreement to Jackson Street Redevelopment, LLC. Section 2. The Mayor is authorized and directed to execute the Assignment of the Redevelopment Project gree t behalf ..0 t4 CC:t.. C 11..L. que 1 �VucvGIVNI11e111 1 1 V�GI,I /'11J. I GGI I IGI 111 011 {JCI Idll of the Lill of UUUUgUf.''. Passed, approved and adopted this 1St of April 2019. Attest: Kevin`s. Firnstah , CMC, City Clerk Roy D. Bubl, Mayor ASSIGNMENT OF REDEVELOPMENT PROJECT AGREEMENT BY AND AMONG THE CITY OF DUBUQUE, IOWA, DUBUQUE INITIATIVES, AND FLEXSTEELINDUSTRIES, INC. This Assignment of Redevelopment Project Agreement is entered into this.,day of , 2019 by and among the City of Dubuque, Iowa ("City"), Dubuque Ir iatives ("Initiatives"), Flexsteel Industries, Inc. ("Flexsteel") and Jackson Street Redevelopment, LLC ("Redevelopment"). Recitals A. City, Initiatives and Flexsteel entered into a Redevelopment Project Agreement related to redevelopment of real estate, including land and buildings, owned by Flexsteel (the "Real Property"), dated May 15, 2017 (the "Agreement"); B. Pursuant to the terms of the Agreement, Initiatives has or will take title to the Real Property and• undertake other obligations to the other parties to the Agreement (the "Initiatives' Obligations"); C. Initiatives desires to assign the Agreement to Redevelopment subject to the condition that Initiatives will remain responsible for the Initiatives' Obligations in the event Redevelopment does not perform such obligations; D. The parties have reached agreement regarding the terms and conditions of such assignment and desire to set forth such agreement in writing. Therefore, in consideration of the mutual terms and conditions set forth herein and in the Agreement, the parties agree as follows: 1. Assignment. Initiatives does hereby assign all of its rights and obligations, including the Initiatives' Obligations, under the Agreement to Redevelopment and Redevelopment accepts such assignment and agrees to perform all obligations of Initiatives, including the Initiatives' Obligations, in the manner required by the terms of the Agreement. In the event Redevelopment fails to complete any of the Initiatives' Obligations, Initiatives shall remain Page 1 liable to City and Flexsteel to complete or satisfy any such Initiatives' Obligation. In the event Redevelopment fails to perform any obligation under the Agreement, city or Flexsteel shall provide to Redevelopment and Initiatives written notice of such failure, detailing the actions required to cure such failure (the "Cure Notice"). If Redevelopment fails to cure the default within the time frame specified in the Cure Notice (not less then 10 days) then Initiatives shall perform the obligation as required by the Agreement within 10 days of completion of the cure period or, if the default cannot be reasonably cured within such 10 days, within a reasonable time period thereafter. herein. 2. Consent to Assignment. City and Flexsteel hereby consent to the assignment set forth 3. Effect on Balance of Agreement. Except as set forth herein, the Agreement shall govern the rights and obligations of the parties with respect to the subject matter thereof. City of Dubuqu,e`J Iowa By: Bv: Roy D, uol, Mayor �- r Kevin S. Firnstahl City Clerk Dubuque Initiatives By: Douglas J. Horstmann, President Flexsteel Industries, Inc, By: Its Page ( 2