Approving a Purchase Agreement with Theisen's Warehouse, LLC providing for the Sale of City-owned Real EstateCity of Dubuque
City Council
PUBLIC HEARINGS # 2.
Copyrighted
January 6, 2025
ITEM TITLE: Approving a Purchase Agreement by and between the City of
Dubuque and Theisen's Warehouse, LLC providing for the
Sale of City -owned Real Estate
SUMMARY: Proof of publication on notice of public hearing to consider
City Council adopt the attached resolution approving a
proposed Purchase Agreement by and between the City of
Dubuque and Theisen's Warehouse, LLC providing for the
sale of City -owned real estate, and City Manager
recommending approval.
RESOLUTION Approving The Disposal Of An Interest In City
Of Dubuque Real Estate By Sale To Theisen's Warehouse,
LLC Pursuant To A Purchase Agreement By And Between
The City Of Dubuque And Theisen's Warehouse, LLC
SUGGUESTED Receive and File; Adopt Resolution(s)
DISPOSITION:
ATTACHMENTS:
1. MVM Memo
2. Staff Memo
3. Purchase Agreement
4. Resolution of Approval
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Dubuque
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TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Approving a Purchase Agreement by and between the City of Dubuque
and Theisen's Warehouse, LLC providing for the Sale of City -owned Real
Estate
DATE: December 23, 2024
Economic Development Director Jill Connors is recommending City Council adopt the
attached resolution approving a proposed Purchase Agreement by and between the
City of Dubuque and Theisen's Warehouse, LLC providing for the sale of City -owned
real estate.
City staff desire to reacquire 0.74 acres of the Expansion Area to create additional right of
way for South Heacock Road, as well as utilizing soil from the Expansion Area and an
approximately 2.54-acre City -owned parcel (to be platted within 30 days of execution of the
Purchase Agreement) immediately south of the Expansion Area to facilitate City
infrastructure improvements immediately east of these parcels. The soil would be used to
grade South Heacock Road, as well as a future development pad immediately north of
5955 Chavenelle Road. Concurrently, Theisen has expressed interest in the 2.54-acre
parcel south of the Expansion Area for its operations.
Staff have negotiated an agreement with Theisen's Warehouse, LLC which would be of
benefit to both the City and Theisen through the sale of the 2.54-acre City -owned parcel to
Theisen in exchange for revestment of the 0.74-acre portion of the Expansion Area to the
City.
The parties have agreed on the following-
1 . City will convey the 2.54-acre adjacent parcel to Theisen for $1.00 for the future
expansion of its corporate office/industrial facility.
2. Theisen will convey the 0.74-acre portion of the Expansion Property to City for
$1.00.
3. City will grade the Expansion Property, the 2.54-acre adjacent parcel, and the
0.74-acre portion of the Expansion Property as part of a mass grading project at
no cost to Theisen. Per the agreement, this grading project must be completed
within 5 years of closing. A funding request for this project has been drafted to be
included in a future CIP budget request, as current TIF flows are not yet known.
Page 298 of 366
4. City will take possession of the graded fill from this grading project from the
aforementioned parcels with no payment from either party to the other.
5. Theisen will grant City an access easement for the grading project.
6. City intends to construct a roundabout adjacent to the 2.54-acre parcel. City will
hold Theisen harmless from and against any and all claims for any property
damage arising out of the construction of the roundabout.
7. The Purchase Agreement termination date will be June 30 following the
completion of the mass grading project by City.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
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Mic ael C. Van Milligen
MCVM:sv
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Jill Connors, Economic Development Director
Gus Psihoyos, City Engineer
Bob Schiesl, Assistant City Engineer
2
Page 299 of 366
Dubuque Economic Development
Department
THE CITY OF 1300 (wain street
All•Ameria10V Dubuque, Iowa 52001-4763
UB E I k"I""`"I""q Office (563) 589-4393
1 I I TTY (563) 690-6678
I® http://www.cityofdubuque.org
2007-2012*2013
Masterpiece on the Mississippi 2017*2019
TO: Michael C. Van Milligen, City Manager
FROM: Jill M. Connors, Economic Development Director
SUBJECT: Approving a Purchase Agreement by and between the City of Dubuque
and Theisen's Warehouse, LLC providing for the Sale of City -owned Real
Estate
DATE: December 20, 2024
INTRODUCTION
This memorandum is a request for the City Council to adopt the attached resolution
approving a proposed Purchase Agreement by and between the City of Dubuque and
Theisen's Warehouse, LLC providing for the sale of City -owned real estate.
BACKGROUND
On June 19, 2006 the City of Dubuque entered into a Development Agreement with
Theisen Supply, Inc. and Chavenelle Warehouse Development, LLC (together, "Theisen")
for the sale of City -owned property for the construction of an office and distribution facility.
Part of that sale included a 2.45-acre Expansion Area to accommodate future development.
The Development Agreement provided a property acquisition grant to Theisen as well as
an economic development grant to incentivize the construction of the facility, the
maintenance of 48 full time jobs, and the addition of 10 full time jobs.
The Development Agreement required the expansion of the facility onto the Expansion
Area. Theisen did construct an addition to its facility, but that increased footprint did not
extend onto the Expansion Area. Per the terms of the Development Agreement, failure to
utilize the Expansion Area would require Theisen to repay the City the acquisition grant for
the area not improved.
DISCUSSION
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City staff desire to reacquire 0.74 acres of the Expansion Area to create additional right of
way for South Heacock Road, as well as utilizing soil from the Expansion Area and an
approximately 2.54-acre City -owned parcel (to be platted within 30 days of execution of the
Purchase Agreement) immediately south of the Expansion Area to facilitate City
infrastructure improvements immediately east of these parcels. The soil would be used to
grade South Heacock Road, as well as a future development pad immediately north of
5955 Chavenelle Road. Concurrently, Theisen has expressed interest in the 2.54-acre
parcel south of the Expansion Area for its operations.
Staff have negotiated an agreement with Theisen's Warehouse, LLC which would be of
benefit to both the City and Theisen through the sale of the 2.54-acre City -owned parcel to
Theisen in exchange for revestment of the 0.74-acre portion of the Expansion Area to the
City.
The parties have agreed on the following-
1 . City will convey the 2.54-acre adjacent parcel to Theisen for $1.00 for the future
expansion of its corporate office/industrial facility.
2. Theisen will convey the 0.74-acre portion of the Expansion Property to City for
$1.00.
3. City will grade the Expansion Property, the 2.54-acre adjacent parcel, and the
0.74-acre portion of the Expansion Property as part of a mass grading project at
no cost to Theisen. Per the agreement, this grading project must be completed
within 5 years of closing. A funding request for this project has been drafted to be
included in a future CIP budget request, as current TIF flows are not yet known.
4. City will take possession of the graded fill from this grading project from the
aforementioned parcels with no payment from either party to the other.
5. Theisen will grant City an access easement for the grading project.
6. City intends to construct a roundabout adjacent to the 2.54-acre parcel. City will
hold Theisen harmless from and against any and all claims for any property
damage arising out of the construction of the roundabout.
7. The Purchase Agreement termination date will be June 30 following the completion
of the mass grading project by City.
RECOMMENDATION
I recommend the City Council adopt the attached resolution approving the proposed
Purchase Agreement providing for the sale of City -owned property to Theisen's
Warehouse, LLC.
F,
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REAL PROPERTY EXCHANGE AGREEMENT
BETWEEN
THE CITY OF DUBUQUE, IOWA
AND
THEISEN'S WAREHOUSE, LLC
This Real Property Exchange Agreement is entered into as of the Effective Date (as
defined herein), between THE CITY OF DUBUQUE, IOWA, ("City") and THEISEN'S
WAREHOUSE, LLC ("Theisen"), an Iowa limited liability company with its principal place
of business in Dubuque, Iowa.
Recitals
A. City is the owner of undeveloped real property located in Dubuque, Dubuque
County, Iowa legally described as Lot 1-2 McFadden Farm Place No. 4 ("City Property").
B. City intends to survey and convey a portion of the City Property, which shall
consist of the balance of the parcel of land remaining after reserving an area for future
construction of a traffic "roundabout", totaling approximately 2.54 acres ("City Exchange
Property").
C. Theisen is the owner of undeveloped real property located in Dubuque,
Dubuque County, Iowa legally described as Lot 2 of Dubuque Industrial Center West
9t" Addition ("Theisen Property").
D. Theisen intends to survey and convey a portion of the Theisen Property to be
known as Lot 2A of Dubuque Industrial Center West 9t" Addition, to accommodate
City's intent to widen the roadway improvements along Heacock Road, such parcel to
consist of approximately 0.74 total acres along the eastern boundary of the parcel
("Theisen Exchange Property").
E. The fair market value of the City Exchange Property and the Theisen Exchange
Property, combined with the additional consideration exchanged herein, is comparable.
F. City has determined that the Theisen Exchange Property has use for its future
development plans of the Industrial Park in which the property is located and would benefit
the residents of the City of Dubuque.
G. City has also determined that the additional consideration recited in this
Agreement would benefit the mass grading project for the adjacent Dubuque Industrial
Center parcels.
H. Theisen desires and intends to acquire the City Exchange Property for purposes
of developing and constructing future expansion of business operations in conjunction
with the existing industrial facility operations on the adjacent property by Theisen Supply,
Inc., and its related and affiliated entities.
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I. City has determined that Theisen's proposed use of the City Exchange Property,
in conjunction with the proposed real estate exchange set forth in this Agreement, will
constitute a benefit to the residents of Dubuque.
J. City desires to exchange the City Exchange Property for the Theisen Exchange
Property, and Theisen desires to exchange the Theisen Exchange Property for the City
Exchange Property, all in accordance with the terms and conditions set forth in this
Agreement.
K. A diagram of each parcel, for general reference, and subject to final survey, is
attached hereto as Exhibit C and D.
Therefore, in consideration of the mutual promises and covenants set forth in this
Agreement, the parties agree as follows:
SECTION 1. REAL PROPERTY EXCHANGE.
1.1 Subject to the contingencies set forth in this Agreement, and in accordance
with the terms of this Agreement, City will transfer to Theisen the City Exchange Property,
together with any easements and appurtenant servient estates, in exchange for the
Theisen Exchange Property.
1.2 Subject to the contingencies set forth in this Agreement, and in accordance
with the terms of this Agreement, Theisen will transfer the Theisen Exchange Property to
City in exchange for the City Exchange Property.
SECTION 2. CONSIDERATION.
2.1 The Purchase Price for the City Exchange Property shall be $1.00
together with the conveyance by Theisen of the Theisen Exchange Property to City for
$1.00.
2.2 The Purchase Price of the Theisen Exchange Property shall be $1.00
together with the conveyance of the City Exchange Property to Theisen for $1.00.
2.3 As further consideration for this Agreement, the Parties agree as follows:
2.3.1 Theisen agrees to allow City to (i) regrade the City Property and the
Theisen Property as described in Section 7 herein and (ii) retain the fill
from such regrading for its use; and
2.3.2 City agrees that such regrading and removal of fill from such regrading
set forth in Section 2.3.1 shall be completed within five (5) years of
Closing.
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The Parties agree to exchange their respective exchange properties, and the other
recitals of consideration stated herein, without further remuneration to the other, and they
acknowledge that the consideration for the exchange will be the value of the property
received by each Party under this Agreement and the covenants set forth in this
Agreement.
SECTION 3. CONTINGENCIES. The Parties respective obligations under this
Agreement will be subject to the following contingencies:
3.1. City's Contingencies: City's obligations under this Agreement are expressly
contingent on City, in its sole discretion, determining to waive each of the following
contingencies. City will have the following time periods from the date of mutual execution
of this Agreement to waive and remove its contingencies:
3.1.1. Condition of Title: On mutual acceptance of this Agreement, Theisen will
update and provide City with an Abstract of Title in accordance with Section 5. City
will have fifteen (15) days after delivery of the Abstract of Title within which to notify
Theisen, in writing, of City's disapproval of any exceptions or defects to title shown
on the Abstract of Title.
If City disapproves any of the exceptions or defects set forth in the Abstract of Title,
Developer will have 30 days from delivery of City's notice to eliminate any
disapproved exceptions. Provided, however that all monetary encumbrances and
liens, if any, will be deemed automatically disapproved and will be paid by Theisen
at Closing; and provided further that, if such exceptions or defects cannot be
eliminated within the 30-day period, Theisen may notify City in writing of Theisen's
agreement to remove such exceptions or defects, in which case such exceptions
or defects will be removed from title prior to Closing.
If disapproved exceptions are not eliminated with the 30-day period, or if Theisen
fails to notify City within 30 days of its willingness to remove the exceptions prior
to Closing, or if Theisen notifies City in writing that Theisen will not eliminate the
same, then this Agreement will terminate, and neither City nor Theisen will have
any further rights, duties or obligations under this Agreement, unless within 10
days after the earlier of (1) the expiration of the 30-day period, or (2) the date that
Theisen notifies City that Theisen will not eliminate the disapproved exceptions,
City waives its prior disapproval and elects to proceed with Closing subject to the
disapproved exceptions.
3.1.2. Inspection: City has 30 days from the date of mutual execution of this
Agreement within which to fully examine all aspects and conditions of the Theisen
Property and to determine that the Theisen Property and the conditions of the
Theisen Property are fully acceptable for City's intended use. If City does not notify
Theisen of its disapproval of the inspection or environmental assessments within
the deadline set forth in this Agreement, this contingency will be deemed waived.
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3.1.3. Approval by City Council: This Agreement is subject to the approval of the
City of Dubuque City Council prior to Closing.
3.1.4. Waiver of Contingencies: If City notifies Theisen in writing that the
contingencies set forth in this Agreement have been waived, or if the contingencies
otherwise are satisfied or expire on their own terms, Closing of this transaction will
thereafter proceed in accordance with the terms of this Agreement.
3.1.5. The conditions contained in Subsection 3.1 of this Agreement are intended
solely for the benefit of City. Except as otherwise expressly provided in this
Agreement, if any of the foregoing conditions are not satisfied, City will have the
right as its sole election either to waive the condition in question and proceed with
the exchange, or to waive the condition in question and proceed with the
exchange, or in the alternative to terminate this Agreement by the delivery of timely
written notice to Theisen, at which time, except as otherwise provided in this
Agreement, neither party to this Agreement will have any further rights, duties or
obligations under this Agreement.
3.2. Theisen's Contingencies: Theisen's obligations under this Agreement are expressly
contingent on Theisen, in its sole discretion, determining to waive each of the following
contingencies. Theisen will have the following time periods from the date of mutual
execution of this Agreement to waive and remove its contingencies:
3.2.1. Condition of Title: On mutual acceptance of this Agreement, City will cause
Title Company to prepare an updated Abstract of Title in accordance with Section
6. Theisen will have 15 days after delivery of the Abstract of Title within which to
notify City, in writing, of Theisen's disapproval of any exceptions shown in the
Abstract of Title.
3.2.2. Survey. On mutual acceptance of this Agreement, City shall order a survey
to identify the boundaries and legal description of the City Exchange Property and
the Theisen Exchange Property pursuant to this Agreement, at its cost and
expense, and shall deliver to Theisen for review and approval. Theisen shall have
15 days after delivery of the Survey within which to notify City, in writing, of
Theisen's disapproval of any portion or aspect of the Survey, including any
exceptions shown thereon.
3.2.3. Objections Procedure. If Theisen disapproves any of the exceptions or
defects set forth in Theisen's Abstract of Title, City will have 30 days from delivery
of Theisen's notice to eliminate any disapproved exceptions. Provided, however
that all monetary encumbrances and liens, if any, will be deemed automatically
disapproved and will be paid by City at Closing; and provided, further that, if such
exceptions or defects cannot be eliminated within the 30-day period, City may
notify Theisen in writing of City's agreement to remove such exceptions or defects,
in which case the exceptions or defects will be removed from title prior to Closing.
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If disapproved exceptions are not eliminated within the 30-day period, or if City
fails to notify Theisen within 30 days of its willingness to remove the exceptions
prior to Closing, or if City notifies Theisen in writing that City will not eliminate the
same, then this Agreement will terminate, and neither City nor Theisen will have
any further rights, duties or obligations under this Agreement, unless within 10
days after the earlier of (1) the expiration of the 30-day period, or (2) the date City
notifies Theisen that City will not eliminate the disapproved exceptions, Theisen
waives its prior disapproval and elects to proceed with Closing subject to the
disapproved exceptions.
3.2.4. Inspection: Theisen has 30 days from the date of the mutual execution of
this Agreement within which to fully examine all aspects and conditions of the City
Exchange Property and to determine that the City Exchange Property and the
conditions thereof are fully acceptable for Theisen's intended use.
3.2.5. Zoning Confirmation: This Agreement is contingent on Theisen's receipt
prior to Closing of confirmation from City, on proper application to City and in
accordance with City's normal practices and procedures, that (1) zoning laws,
ordinances and regulations applicable to City Exchange Property permits the
construction, development and use of the City Exchange Property for industrial
and general commercial uses on the City Exchange Property; and (2) no
extraordinary circumstances exist that would prevent the development of the City
Exchange Property for Theisen's intended use and plans. Theisen will diligently
pursue the confirmation contemplated in this Agreement, if any, and will provide
City with all documentation and information necessary for City to make such a
determination.
3.2.6. Waiver of Contingencies: If Theisen notifies City in writing that the
contingencies set forth in this Agreement have been waived, or if the contingencies
otherwise are satisfied or expire on their own terms, Closing of this transaction will
thereafter proceed in accordance with the terms of this Agreement.
3.2.7. The conditions contained in Subsection 3.2 of this Agreement are intended
solely for the benefit of Theisen. Except as otherwise expressly provided in this
Agreement, if any of the foregoing conditions are not satisfied, Theisen will have
the right at its sole election either to waive the condition in question and proceed
with the exchange, or in the alternative to terminate this Agreement by delivery of
timely written notice to City, at which time, except as otherwise provided in this
Agreement, neither party to this Agreement will have any further rights, duties or
obligations under this Agreement.
SECTION 4. CLOSING.
4.1 The exchange transaction set forth in this Agreement must be closed as soon as
reasonably possible following review and approval of the transaction by the City Council
of Dubuque, subject only to the satisfaction of the contingencies set forth in this
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Agreement. The Parties will endeavor to close on or before the 30t" day of January, 2025,
or such other date as the parties shall agree in writing but in no event shall the Closing
Date be later than the 28t" day of February, 2025 without written consent of City in its sole
discretion. The Closing will occur through an escrow closing or at an office of one of the
parties, or their legal representatives, as mutually agreed to by the Parties.
Consummation of the closing shall be deemed an agreement of the parties to this
Agreement that the conditions of closing shall have been satisfied or waived.
4.2. Closing Obligations of City: At Closing, City will deliver the following duly executed
and acknowledged documents (where appropriate):
4.2.1. The special warranty deed sufficient to convey fee simple title to City
Exchange Property, subject only to the title exceptions approved by Theisen
pursuant to this Agreement.
4.2.2. A Closing Statement in form and content reasonably satisfactory to Theisen.
4.3. Closing Obligations of Theisen: At Closing, Theisen will deliver the following duly
executed and acknowledged documents (where appropriate):
4.3.1. A warranty deed sufficient to convey fee simple title to the Theisen
Exchange Property, subject only to the title exceptions approved by City pursuant
to this Agreement.
4.3.2. A Closing Statement in form and content reasonably satisfactory to the City.
4.3.3. Approved Survey of the City Exchange Property and the Theisen Exchange
Property to be recorded.
4.4. Possession. City will be entitled to possession of Theisen Exchange Property and
Theisen will be entitled to possession of the City Exchange Property on Closing.
SECTION 5. CONVEYANCE OF THE CITY EXCHANGE PROPERTY.
5.1. Real estate taxes. City shall pay prorated real estate taxes for the fiscal year in
which the closing takes place to the date of possession and any unpaid real estate taxes
payable in prior years. Theisen shall pay all subsequent real estate taxes.
5.2. Special assessments. City shall pay in full at time of closing all special assessments
which are a lien on the City Exchange Property as of the date of closing.
5.3. Abstract and title. City, at its expense, shall promptly obtain an abstract of title to
the City Property continued through a date within 30 days of the Closing and deliver it to
Theisen's attorney for examination. It shall show merchantable title in City in conformity
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with this Agreement, Iowa law, and title standards of the Iowa State Bar Association. City
shall make every reasonable effort to promptly perfect title. If closing is delayed due to
City's inability to provide marketable title, this Agreement shall continue in force and effect
until either party rescinds the Agreement after giving 10 days written notice to the other
party. The abstract shall become the property of Theisen when the conditions of this
Agreement have been met. City shall pay the costs of any additional abstracting and title
work due to any act or omission of City.
5.4. Environmental matters.
5.4.1. City represents, to the best of its knowledge and belief, that there are no
abandoned wells, solid waste disposal sites, hazardous wastes or substances,
underground storage tanks, burial sites, or private wastewater disposal systems.
City represents and warrants that the City Exchange Property is not subject to any
local, state, or federal judicial or administrative action, investigation or order
regarding any environmental matter. City shall provide Theisen with a properly
executed Groundwater Hazard Statement, if required by applicable law, showing
no wells, solid waste disposal sites, hazardous wastes, underground storage
tanks, private burial sites or private wastewater disposal systems on the City
Exchange Property which shall be considered a representation and warranty made
by City to Theisen.
5.4.2. Within fourteen (14) days after acceptance of this Agreement, City will make
available for Theisen's review, at no cost to Theisen all documents in the
possession of City, including but not limited to as -built drawings, site plans, maps,
historical records showing past use of the City Property and storage of petroleum
products or other products, reports, studies, investigations, audits, actions, or
tests, relating in any way with the environmental condition of the City Property, to
the compliance of the City Property with the federal and state environmental laws
or the presence of hazardous substances on, at, or about the City Property,
including but not limited to those that were: (a) prepared for City or any related
party or affiliate or predecessor in interest; or (b) prepared for other persons or
entities, and are in the possession, custody or control of City or any related party
or affiliate or predecessor in interest (collectively, the "Environmental Documents").
Theisen shall be entitled to make copies of all such documents, at Theisen's cost.
City authorizes Theisen to speak to any person involved in the preparation of the
Environmental Documents. At no cost to Theisen, City shall cooperate with
Theisen in obtaining reliance agreements, if permitted under the law, for any
previous environmental site assessments or other reports.
5.4.4. Following the execution hereof by both parties, Theisen may, at Theisen's
expense, but no later than thirty (30) calendar days before closing, obtain an
environmental site assessment from a qualified environmental professional
regarding the existence or nature of any hazardous materials, substances,
conditions, or wastes located on the City Property. If any recognized
environmental concerns are identified by the environmental professional,
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Theisen's obligations hereunder shall be contingent upon City removing such
materials, substances, conditions, wastes, or other concerns identified in the report
from the City Property in a matter reasonably satisfactory to Theisen. Following
any testing or inspections conducted pursuant to this paragraph, Theisen agrees
to restore the premises to its prior condition, ordinary and reasonable wear and
tear excepted.
5.4.3. Theisen, its counsel, accountants, agents and other representatives, shall
have full and continuing access to the City Property and all parts thereof, upon
reasonable notice to City for the purpose of inspecting, surveying, engineering,
test boring, performance of environmental tests and such other work as Theisen
shall consider appropriate, provided that Theisen shall hold City harmless and fully
indemnify City against any damage, claim, liability or cause of action arising from
or caused by the actions of Theisen, its agents, or representatives upon the real
estate (except for any damage, claim, liability or cause of action arising from
conditions existing prior to any such entry upon the real estate), and shall have the
further right to make such inquires of governmental agencies and utility companies,
etc. and to make such feasibility studies and analysis as Theisen considers
appropriate.
Notwithstanding anything to the contrary herein, until 10 days prior to the Closing Date,
Theisen shall have the right to terminate this Agreement if environmental issues exist on
the real estate that Theisen determines in its sole discretion do not permit Theisen to use
the City Exchange Property for its intended use. Prior to terminating this Agreement
pursuant to this section, Theisen shall offer City the opportunity to remediate the City
Exchange Property to the satisfaction of Theisen in its sole discretion and at City's sole
costs.
5.5. Deed. At the Closing, City shall convey the City Exchange Property to Theisen by
Special Warranty Deed free and clear of all liens, restrictions and encumbrances, subject
only to exceptions to title approved by Theisen, but subject to any reasonable easements
of record for public utilities or roads, any zoning restrictions, customary restrictive
covenants, and mineral reservations of record, if any, including but not limited to zoning
ordinances and agreements entered under them, and easements and restrictions of
record or noted in the attached exhibits, which constitutes merchantable title for purposes
of this transaction. Any general warranties of title shall extend only to the time of
acceptance of this Agreement, with special warranties as to acts of City continuing up to
time of delivery of the Deed.
5.6. Costs at Closing. With respect to the City Property, City will pay any and all real
estate transfer taxes and any other taxes or costs associated with the transfer of the City
Exchange Property, costs associated with the exchange, and the costs of abstracting of
the City Exchange Property. Theisen will pay the cost of any other title review or title
insurance, including any extended coverage and any endorsement thereto that Theisen
may require.
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SECTION 6. CONVEYANCE OF THEISEN EXCHANGE PROPERTY.
6.1 Real Estate Taxes. Theisen shall pay prorated real estate taxes for the fiscal year
in which the closing takes place to the date of possession and any unpaid real estate
taxes payable in prior years. City shall pay all subsequent real estate taxes.
6.2 Special Assessments. Theisen shall pay in full at time of closing all special
assessments which are a lien on the Theisen Exchange Property as of the date of closing.
6.3 Abstract and Title. Theisen, at its expense, shall promptly obtain an abstract of
title to the Theisen Property continued through a date within 30 days of the Closing and
deliver it to City's attorney for examination. It shall show merchantable title in Theisen in
conformity with this Agreement, Iowa law, and title standards of the Iowa State Bar
Association. Theisen shall make every reasonable effort to promptly perfect title. If closing
is delayed due to Theisen inability to provide marketable title, this Agreement shall
continue in force and effect until either party rescinds the Agreement after giving 10 days
written notice to the other party. The abstract shall become the property of City when the
conditions of the Agreement have been met. Theisen shall pay the costs of any additional
abstracting and title work due to any act or omission of Theisen.
6.4 Environmental Matters.
6.4.1. Theisen represents, to the best of its knowledge and belief, that there are
no abandoned wells, solid waste disposal sites, hazardous wastes or substances,
underground storage tanks, burial sites, or private wastewater disposal systems
located on the Theisen Property. Theisen represents and warrants that the
Theisen Property is not subject to any local, state, or federal judicial or
administrative action, investigation or order regarding any environmental matter.
Theisen shall provide City with a properly executed Groundwater Hazard
Statement, if required by applicable law, showing no wells, solid waste disposal
sites, hazardous wastes, underground storage tanks, private burial sites or private
wastewater disposal systems on the Theisen Exchange Property which shall be
considered a representation and warranty made by Theisen to City.
6.4.2. Within fourteen (14) days after acceptance of this Agreement, Theisen will
make available for City's review, at no cost to City all documents in the possession
of Theisen which are not publicly available, including but not limited to as -built
drawings, site plans, maps, historical records showing past use of the Theisen
Property and storage of petroleum products or other products, reports, studies,
investigations, audits, actions, or tests, relating in any way with the environmental
condition of the Theisen Property, to the compliance of the Theisen Property with
the federal and state environmental laws or the presence of hazardous substances
on, at, or about the Theisen Property, including but not limited to those that were:
(a) prepared for Theisen or any related party or affiliate or predecessor in interest;
or (b) prepared for other persons or entities, and are in the possession, custody or
control of Theisen or any related party or affiliate or predecessor in interest
12092024
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(collectively, the "Environmental Documents"). City shall be entitled to make copies
of all such documents, at City's cost. Theisen authorizes City to speak to any
person involved in the preparation of the Environmental Documents. At no cost to
City, Theisen shall cooperate with City in obtaining reliance agreements, if
permitted under the law, for any previous environmental site assessments or other
reports.
6.4.3. Following the execution hereof by both parties, City may, at City's expense,
but no later than thirty (30) calendar days before closing, obtain an environmental
site assessment from a qualified environmental professional regarding the
existence or nature of any hazardous materials, substances, conditions, or wastes
located on the Theisen Exchange Property. If any new recognized environmental
concerns not already identified are identified by the environmental professional,
City's obligations hereunder shall be contingent upon the Theisen removing such
materials, substances, conditions, wastes, or other concerns identified in the report
from the Theisen Exchange Property in a matter reasonably satisfactory to City.
Following any testing or inspections conducted pursuant to this paragraph, City
agrees to restore the premises to its prior condition, ordinary and reasonable wear
and tear excepted.
6.4.4. City, its counsel, accountants, agents and other representatives, shall have
full and continuing access to the Theisen Property and all parts thereof, upon
reasonable notice to Theisen for the purpose of inspecting, surveying, engineering,
test boring, performance of environmental tests and such other work as City shall
consider appropriate, provided that City shall hold Theisen harmless and fully
indemnify Theisen against any damage, claim, liability or cause of action arising
from or caused by the actions of City, its agents, or representatives upon the
Theisen Property (except for any damage, claim, liability or cause of action arising
from conditions existing prior to any such entry upon the Theisen Property), and
shall have the further right to make such inquires of governmental agencies and
utility companies, etc. and to make such feasibility studies and analysis as City
considers appropriate.
Notwithstanding anything to the contrary herein, until 10 days prior to the closing date,
City shall have the right to terminate this Agreement if environmental issues exist
on the real estate the City determines in its sole discretion do not permit City to
use the Theisen Exchange Property for its intended use. Prior to terminating this
Agreement pursuant to this section, City shall offer Theisen the opportunity to
remediate the Theisen Exchange Property to the satisfaction of City in its sole
discretion and at Theisen's sole costs.
6.5 Deed. At the Closing, Theisen shall convey the Theisen Exchange Property to
City by Special Warranty Deed, free and clear of all liens, restrictions and encumbrances,
except: zoning ordinances and agreements entered under them, and easements and
restrictions of record, which constitutes merchantable title for purposes of this transaction.
12092024 CT
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6.6 Costs at Closing. With respect to the Theisen Exchange Property, Theisen will
pay any and all real estate transfer taxes, and taxes associated with the transfer of the
Theisen Exchange Property, costs associated with the exchange, and the cost of
abstracting of the Theisen Exchange Property. City will pay the cost of any other title
review or title insurance, including any extended coverage and any endorsement thereto
that City may require.
SECTION 7. GRADING.
7.1 Description. The City shall grade, as shown in Exhibit B, and be permitted to
remove fill from the City Exchange Property and the Theisen Property as provided herein.
The grading of each parcel will remove the excess material to an elevation and slope that
is a general continuance of the elevation and slope of Lot 1 of 2, Dubuque Industrial
Center West 51" Addition. Graded slopes will be provided to tie into the existing grade of
the adjacent parcel to the north, along Chavenelle Road to the south, and along the
proposed South Heacock Road to the east. The building pad, within the City Exchange
Property and the Theisen Property, will be located to provide for the potential future
extension of the existing building, to the east, without deviation from the existing building
lines. The building pad, within the City Exchange Property and the Theisen Property, will
be graded to a finished surface elevation that is FOURTEEN INCHES (14") below the
existing building's finished floor elevation. If City conducts the grading of the City
Exchange Property and/or the Theisen Property prior to Theisen's request, the site will
be seeded in accordance with SUDAS Division 9, Section 9010,2.02-B (Type 2 Seed
Mixture).
7.2 Timing. City shall grade City Exchange Property and the Theisen Property as part
of a mass grading project for the adjacent Dubuque Industrial Center parcels to the east.
City shall perform all such grading activity and removal of fill within five (5) years of the
date of Closing ("Re -Grade Period"). If Theisen requires City Exchange Property or the
Theisen Property to be graded prior to City's mass grading, but before expiration of the
Re -Grade Period, Theisen must provide City with written notice not less than 24 months
prior to when the grading of the City Exchange Property and the Theisen Property needs
to be completed. Notwithstanding anything to the contrary herein, and subject to the
remedies of Theisen under Sections 7.3 and 13, in the event the City fails to complete the
grading within the Re -Grade Period, the City's right to grade and remove any fill shall
expire and shall automatically become void and of no further effect, without the express
written approval of Theisen for an extension thereto.
7.3 Remedy. In recognition of the fact that the re -grading herein is a valuable
component of consideration being exchanged herein, in the event of the City's failure or
inability to complete the grading as provided in this Section 7 within the Re -Grade Period,
Theisen may, but is not required to, perform to completion such work to the standards set
forth in this Section 7, and City shall reimburse Theisen for all such costs to complete.
This remedy is not exclusive and Theisen may also exercise any remedy under Section
13, including breach of contract damages or specific performance.
12092024
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7.4 Site Access. Theisen agrees to grant to City, prior to commencement of grading,
a temporary easement for full access to City Exchange Property during mass grading
operations of the City Exchange Property; provided that such access shall not interfere
with Theisen's current business operations on adjoining property.
7.5 Cost. There will be no payment made by City to Theisen, nor Theisen to City, for
the grading and removal of excess material from the City Property.
7.6 Survive Closing. The obligations of this Section 7 will survive Closing.
SECTION 8. SECURITY CAMERAS. Theisen shall install security cameras on the
exterior of all newly -constructed buildings on the City Exchange Property and register
said cameras with the "Secure Dubuque Personal Surveillance System" described at
htti3s://cityofdubugue.org/2980/Secure-Dubuque; provided that the number,
specifications, and registration of such cameras does not exceed the total cost of $2,000
for initial installation, and no recurring or ongoing costs thereafter.
SECTION 9. ROUNDABOUT. City intends to construct a roundabout as shown in
Exhibit A, and shall do so in compliance with all laws and the grading requirements stated
herein free of piles, depressions, or refuse, and shall not create or constitute a nuisance
or burden of water on any real estate or improvements owned by Theisen or an affiliated
entity. City agrees to indemnify, defend, and hold Theisen harmless from and against
any and all claims, of any kind or nature, for property damage or personal injury arising
out of the construction of the roundabout. For the avoidance of doubt, City shall remain
liable to Theisen for any damages to property that may occur as a result of the
construction of the roundabout. The obligations of this Section 9 will survive Closing.
SECTION 10. HEACOCK ROAD ACCESS. City agrees to provide Theisen with a curb
cut and road and pedestrian access, and if necessary an easement, to and from Theisen
Property, including all adjoining real estate to the Theisen Property owned by Theisen or
an affiliate or related party to Theisen, directly onto Heacock Road. The obligations of this
Section 9 will survive Closing.
SECTION 11. COVENANTS PRIOR TO CLOSING. Risk of loss or damage to the
respective properties will rest with each owner until the time of delivery of possession.
After the date of this Agreement, but prior to Closing, neither Party will dedicate, gift,
transfer, mortgage or convey any interest in its respective Property without written
consent from the other Party, which may be withheld for any reason.
SECTION 12. TAX CONSEQUENCES. To the extent that the value of the Theisen
Exchange Property is greater than the value of the City Exchange Property, Theisen will
have the right, but not the obligation, to claim the difference between the fair market value
of the properties as a tax deductible charitable contribution from Theisen. However, City
makes no representation as to the tax consequences of the exchange contemplated by
this Agreement, including but not limited to any 26 U.S.C.A. § 1031 exchange issues, and
Theisen has not relied on the advice of City and/or its officers, agent or consultants with
12092024
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Page 314 of 366
respect to any tax issues arising from this transaction. Theisen will obtain independent
tax counsel and will be solely responsible for compliance with all applicable tax
regulations and requirements. To the extent that the appraised value of the City Exchange
Property is ever deemed to be below the appraised value of the Theisen Exchange
Property, the Parties agree that this difference does not reflect the existence of the other
performance obligations and consideration exchanged herein.
SECTION 13. REMEDIES OF THE PARTIES. In the event either party fails to comply
with any of the material terms of this Agreement, then the other party may declare a
default, and such party is entitled to utilize any and all remedies or actions at law or in
equity available to them, without notice or demand, including specific performance.
SECTION 14. NOTICE. Any notice under this Agreement shall be in writing and be
deemed served when it is delivered by personal delivery or mailed by certified mail,
addressed to the parties at the addresses given below.
SECTION 15. GENERAL PROVISIONS. In the performance of each part of this
Agreement, time shall be of the essence. Failure to promptly assert rights herein shall
not, however, be a waiver of such rights or a waiver of any existing or subsequent default.
This Agreement shall apply to and bind the successors in interest of the parties. Neither
party may assign this Agreement without the other party's prior written consent, which
may be withheld for any reason. This Agreement contains the entire agreement of the
parties with respect to the exchange of real property and related performance obligations,
and supersedes all prior agreements and understandings, oral or written, between the
Parties relating to the subject matter of this Agreement and shall not be amended except
by a written instrument duly signed by City and Theisen. If any noneconomic mutual term
or provision of this Agreement or the application thereof to any person or circumstances
are invalid or unenforceable to any extent, the remainder of this Agreement or the
application of such term or provision to persons or circumstances other than those as to
which it is held invalid or unenforceable will not be affected thereby, and each term and
provision of this Agreement will be valid and enforced to the fullest extent permitted by
law. Paragraph headings are for convenience of reference and shall not limit or affect the
meaning of this Agreement. Words and phrases herein shall be construed as in the
singular or plural number, and as masculine, feminine or neuter gender according to the
context. This Agreement will be governed and construed in accordance with the laws of
the State of Iowa. Venue for any dispute arising under this Agreement will be Dubuque,
Iowa.
SECTION 16. COUNTERPARTS. The Agreement may be executed in any number of
counterparts and by different parties to this Agreement, each of which counterpart when
so executed, by original, facsimile or electronic (i.e. pdf or using e-signature technology)
will have the same force and effect as if that party had signed all other counterparts.
SECTION 17. ADDITIONAL ACTS. Except as otherwise provided in this Agreement, in
addition to the acts and deeds recited in this Agreement and contemplated to be
performed, executed and/or delivered by any party to this Agreement, the Parties agree
12092024
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Page 315 of 366
to perform, execute and/or deliver, or cause to be performed, executed and/or delivered,
any and all further acts, deeds and assurances which may reasonably be required to
effect the transactions described in this Agreement.
SECTION 18. SURVIVAL. All representations and warranties made in this Agreement
are intended to survive Closing and will not be merged in the deed unless otherwise stated
in this Agreement. This Agreement will not be canceled at Closing.
SECTION 20. AUTHORIZATION. Each of the individuals executing this Agreement
warrants and represents to the others that he, she, or they has or have the full power and
authority to enter into this Agreement on behalf of the entity that such party purports to
represent.
SECTION 21. CITY APPROVAL. This Agreement is subject to final approval of the City
Council of the City of Dubuque, Iowa.
SECTION 22. DEVELOPMENT AGREEMENT AND MEMORANDUM OF
DEVELOPMENT AGREEEMENT. The parties acknowledge that the City of Dubuque,
Iowa and Leo A. Theisen (as Developer), and Theisen Supply, Inc. (as Employer),
entered a Development Agreement dated February 20, 2012, and also recorded a
Memorandum of Development Agreement dated August 28, 2012, in the Dubuque County
Land Records on August 31, 2012, as Instrument No 2012-00015308. The City of
Dubuque acknowledges and agrees that the Development Agreement has expired on its
own terms as of May 1, 2022, with no further obligations owed on the part of either of Leo
A. Theisen, as Developer, or Theisen Supply, Inc., as Employer. City agrees to file an
instrument removing the Memorandum of Development Agreement and acknowledging
the full discharge of the Development Agreement by the Developer and Employer
described therein.
SECTION 23. ACCEPTANCE AND EFFECTIVE DATE. When accepted, this
Agreement shall become a binding contract. The Effective Date of this Agreement shall
be the date in which both parties have fully signed this Agreement.
CITY OF DUBUQUE, IOWA
Dated: I/6/d
By:
Brad Cavanagh
12092024
THEISEN WAREHOUSE, LLC
10/ 12/24
Dated:
chrll 7hels' en
By: Chris Theisen (Dec 10, 2024 21:34 CST)
Name:
Chris Theisen
Manager
Mayor Its:
12092024
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Page 317 of 366
EXHIBITS
EXHIBIT A ROUNDABOUT
EXHIBIT B FUTURE GRADING
EXHIBIT C CITY EXCHANGE PROPERTY
EXHIBIT D THEISEN EXCHANGE PROPERTY
12092024
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Page 318 of 366
EXHIBIT A
ROUNDABOUT
12092024
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Page 319 of 366
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Theisens Purchase Agreement_12102024bal -
Clean
Final Audit Report
Created: 2024-12-10
By: Paul Sigwarth (psigwarth@octhomaslaw.com)
Status: Signed
Transaction ID: CBJCHBCAABAA7oPKH6SSNx7mTghbSEvrQErvuTS4eZFy
2024-12-11
"Theisens Purchase Agreement_12102024bal - Clean" History
Document created by Paul Sigwarth (psigwarth@octhomaslaw.com)
2024-12-10 - 11:05:25 PM GMT
Document emailed to Chris Theisen (chris@theisens.com) for signature
2024-12-10 - 11:05:31 PM GMT
Email viewed by Chris Theisen (chris@theisens.com)
2024-12-10 - 11:06:10 PM GMT
Document e-signed by Chris Theisen (chris@theisens.com)
Signature Date: 2024-12-11 - 3:34:47 AM GMT - Time Source: server
Agreement completed.
2024-12-11 - 3:34:47 AM GMT
0 Adobe Acrobat Sign
Page 328 of 366
Prepared by: Ian C. Hatch, Economic Development, 1300 Main Street, Dubuque IA 52001, 563 589-4105
Return to: Adrienne N. Breitfelder, City Clerk, 50 W. 13th St., Dubuque, IA 52001, (563) 589-4121
RESOLUTION NO. 6-25
APPROVING THE DISPOSAL OF AN INTEREST IN CITY OF DUBUQUE REAL
ESTATE BY SALE TO THEISEN'S WAREHOUSE, LLC PURSUANT TO A PURCHASE
AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE AND THEISEN'S
WAREHOUSE, LLC
WHEREAS, the City of Dubuque, Iowa (City), by Resolution No. 40-24 dated
February 19, 2024, adopt an Amended and Restated Urban Renewal Plan for the
Dubuque Industrial Center Urban Renewal Area (the Plan) for the Urban Renewal Area
described therein; and
WHEREAS, the City of Dubuque, Iowa, is interested in stimulating reinvestment in
the Dubuque Industrial Center Urban Renewal Area; and
WHEREAS, the Plan provides, among other things, for the disposition of properties
for private development purposes; and
WHEREAS, City is the owner of approximately 2.54 acres at the corner of
Chavenelle Road and South Heacock Road as shown on Exhibit A (the Property); and
WHEREAS, City and Theisen's Warehouse, LLC have entered into a Purchase
Agreement, pursuant to which City will convey the Property to Theisen's Warehouse, LLC;
and
WHEREAS, the City Council has tentatively determined that it would be in the best
interests of City to approve the Purchase Agreement, including the conveyance of the
Property to Theisen's Warehouse, LLC; and
WHEREAS, the monetary and non -monetary consideration provided in the Purchase
Agreement constitutes "fair value" to the City in exchange for the property as required by
Iowa Code Section 403.8(1).
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA:
Section 1. The City Council finds that the transfer of the Property will promote
the purposes of the urban renewal law, Iowa Code Ch. 403 in the City and, together with
the other consideration provided for in the Purchase Agreement, that these benefits
constitute fair value for the City's disposal of interests in the Property under Iowa Code
Section 403.8.
Section 2. The Purchase Agreement by and between the City of Dubuque, Iowa
and Theisen's Warehouse, LLC including the transfer of property as provided therein, is
hereby approved.
Section 3. The Mayor is authorized and directed to execute said Purchase
Agreement on behalf of the City of Dubuque.
Passed, approved and adopted this 61h day of January, 2025.
Brad M� nagh, Mayor
Attest:
Adrienne N. Breitfelder, City Clerk
EXHIBIT A
EXHIBIT
CZi% ExcyArvc E !'ROPE t".1
12282023ba1
Page 331 of 366
Prepared by: Barry A. Lindahl, 300 Main Street, Suite 330, Dubuque IA 52001 563 589-4113
Return to: Barry A. Lindahl, 300 Main Street, Suite 330, Dubuque IA 52001 563 589-4113
Tax Statement to: Theisen Warehouse, LLC, 6201 Chavenelle Road, Dubuque, IA 52002
SPECIAL WARRANTY DEED
KNOW ALL MEN BY THESE PRESENTS: that the City of Dubuque, Iowa, a
municipal corporation of the State of Iowa (Grantor), in consideration of One Dollar
($1.00) and other good and valuable consideration, and pursuant to the authority of
Chapter 403, Code of Iowa, does hereby GRANT, SELL, AND CONVEY unto Theisen's
Warehouse, LLC, an Iowa limited liability company, the following legally described real
estate situated in the County of Dubuque, State of Iowa, to wit (the Property):
Lot 1 of Lot 2 of McFadden Farm Place No. 4, (except Lot A of Lot 1 of Lot
2 of McFadden Farm Place No. 4) in the City of Dubuque, Iowa, according
to the recorded plat thereof.
This Deed is exempt from transfer tax pursuant to Iowa Code Section 428A.2(6).
There is no known private burial site, well, solid waste disposal site, underground
storage tank, hazardous waste, or private sewage disposal system on the property
as described in Iowa Code Section 558.69, and therefore the transaction is exempt
from the requirement to submit a groundwater hazard statement.
This Deed is given pursuant to the authority of Resolution No. 6-25 of the City
Council of the City of Dubuque adopted the 6th day of January 2025, the terms and
conditions thereof, if any, have been fulfilled.
Grantor hereby covenants to warrant and defend the said premises against the
lawful claims of all persons whomsoever claiming by, through and under it.
Dated this L4 day of Fe k CUOw- V , 2025 at Dubuque, Iowa.
CITY OF DUBUQUE, IOWA
Bye
Brad M. Cavana' i, Mayor
Attest:
By: s�"
Adrienne Breitfelder, City Clerk
STATE OF IOWA
SS
COUNTY OF DUBUQUE
On this `/ day of IFS► n,-a� �u , 2025, before me a Notary Public in and
for said County, personally appeared Brad Cavanagh and Adrienne Breitfelder to me
personally known, who being duly sworn, did say that they are the Mayor and City Clerk,
respectively of the City of Dubuque, Iowa, a Municipal Corporation, 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 Municipal Corporation, and that said instrument was signed and sealed
on behalf of said Municipal Corporation 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 Municipal Corporation by it voluntarily executed.
Notary Public in and for Dubuque County, Iowa
PRISM L. GLEASo
omission Number 719986
Commission Expires
13 ate'
STATE OF IOWA SS:
DUBUQUE COUNTY
CERTIFICATE OF PUBLICATION
I, Kathy Goetzinger, a Billing Clerk for Woodward
Communications, Inc., an Iowa corporation, publisher
of the Telegraph Herald, a newspaper of general
circulation published in the City of Dubuque, County
of Dubuque and State of Iowa; hereby certify that the
attached notice was published in said newspaper on the
following dates:
12/20/2024
and for which the charge is 116.28
Subscribed to before me, a Notary Public in and for
Dubuque County, Iowa,
this 23rd day of December, 2024
Notary P iilic in and for Dubuque County, Iowa.
ni a JA+NET K. PAPE
0 Commission Number 199659
My Commission Expires
Iowa 12111 /2025
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CITY OF DUBUQUE, IOWA OFFICIAL NOTICE
PUBLIC NOTICE„ is hereby given that the City Council of the City of Dubuque, Iowa, will hold a public
hearing on the6' day of January,2025at6:30p.m.intheHistoricFederalBuilding,350West6thStreet,
second floor, Dubuque, Iowa, at which meeting the City Council proposes to dispose of an interest
by sale pursuant to a Purchase Agreement in the following described real property to Theisen's
Warehouse, LLC, an Iowa limited liability company with its principal place of business in Dubuque,
Iowa, (Developer);
Approximately 2.54 acres at the corner of Chavenelle Road and South Heacock Road
as shown on Exhibit A.
At the meeting, the City Council will receive oral and written comments from any resident or property
owner of said City to the above action. Written comments regarding the above public hearing may be
submitted to the City Clerk's Office, City Hall, 50 W.13" Street, on or before saidtime of public hearing.
Copies of supporting documents for the public hearings are on file in the City Clerk's Office, and may
be viewed during normal working hours.
Individuals with limited English proficiency, vision, hearing or speech impairments fequiring special
assistance should contact the City Clerk's Office at (563) 589-4100, TDD (563) 690-6678, ctyclerk@
cityofdubuque.org as soon as feasible. Deaf or hard -of -hearing individuals can use Relay Iowa by
dialing 711 or (800) 735-2942.
Dated this 16" day of December, 2024.
Adrienne N. Breitfelder, City Clerk
EXHIBITA
f <h.4.-C^ !Woe<l7J
RESOLUTION NO. 408-24
INTENT TO DISPOSE OF AN INTEREST IN CITY OF DUBUQUE REAL ESTATE BY SALE TO THEISEN'S
WAREHOUSE, LLC PURSUANT TO A PURCHASE AGREEMENT BY AND BETWEEN THE CITY OF
DUBUQUE AND THEISEN'S WAREHOUSE, LLC AND FIXING THE DATE FOR A PUBLIC HEARING
OF THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA ON THE PURCHASE AGREEMENT AND
PROVIDING FOR THE PUBLICATION OF NOTICE THEREOF
WHEREAS, the City of Dubuque, Iowa (City) is the owner of approximately 2.54 acres at the
corner of Chavenelle Road and South Heacock Road as shown on Exhibit A (the Property); and
WHEREAS, City and Theisen's Warehouse, LLC have entered into a Purchase Agreement,
subject to the approval of the City Council, pursuant to which City will convey the Property to
Theisen's Warehouse, LLC; and
WHEREAS, the City Council has tentatively determined that it would be in the' best interests of
City to approve the Development Agreement, including the conveyance of the Property to Theisen's
Warehouse, LLC; and
WHEREAS, the monetary and non -monetary consideration provided in the Purchase Agreement
constitutes "fair value" to the City in exchange for the property as required in Iowa Code Section
403.8(1): and
WHEREAS, before said conveyance may be approved, Chapter 403 of the Code of Iowa
requires that the City Clerk publish a notice of the proposal and of the time and place of the meeting
at which the City Council proposes to take action thereon and at which meeting the City Council
shallreceive oral and/or written objections fromany resident or property owner of said City to such
proposed action.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA:
Section 7. The City of Dubuque intends to dispose of its interest in the foregoing -described
Property by Deed to Theisen's Warehouse, LLC pursuant to the proposed Purchase Agreement.
Section 2. The City Clerk is hereby authorized and directed to cause this Resolution and a
notice to be published as prescribed by Iowa Code Section 364.7 of a public hearing on the City's
intent to dispose of the foregoing -described Property, to be held on the6th day of January, 2025 at
6:30 p.m. in the form attached hereto.
Section 3. The City Clerk is hereby directed to cause at least -one publication to be made of
a notice of said meeting, in a newspaper, printed wholly in the English language, published at least
once weekly, and having general circulation in said City, said publication to be not less than four days
nor more than twenty days before the date of said meeting on the disposal of the City's interest in the
Property and the issuance of said obligations. •
Section 4. That the notice of the proposed action shall be in substantially the form attached
hereto.
Passed, approved and adopted this 16" day of December, 20032024.
Attest: /s/Adrienne N. Breitfelder, City Clerk
1 t 12/20
/s/Brad M.-Cavanagh, Mayor