Flexsteel Industries, Inc._Development Agreement_Offer to Buy & Acceptance/Site Access_Hearing Copyrighted
June 5, 2017
City of Dubuque Public Hearings # 1.
ITEM TITLE: Flexsteel Industries, Inc.
SUMMARY: Proof of publication on notice of public hearing to
consider approval of the Development Agreement between
Flexsteel Industries, Inc. and the City of Dubuque, and the
Offer to Buy and Acceptance between Dubuque County
and the City of Dubuque with the City Manager
recommending approval.
RESOLUTION Approving a Development Agreement
between the City of Dubuque, Iowa and Flexsteel
Industries, Inc. and approving the issuance of Urban
Renewal Tax Increment Revenue Grant Obligations
RESOLUTION Disposing of an interest in real property by
deed to Dubuque County, Iowa
SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Adopt
Resolution(s)
ATTACHMENTS:
Description Type
Flexsteel - MVM Memo City Manager Memo
DevelopmentAgrement Supporting Documentation
Resolution Approving Development Agreement Resolutions
Offer to Purchase- City-County Supporting Documentation
Resolution Disposing of Interest in Real Property Resolutions
Offer to Purchase- County-Blue Steel 1031 LLC Supporting Documentation
Proof of Publicat on—Development Agreement, UR Supporting Documentation
Revenue Bonds
Proof of Publicaton_Dubuque County Offer to Buy and Supporting Documentation
Sale
THE CITY OF Dubuque
WAaftaft
Masterpiece on the Mississippi 2007.2012.2013
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Flexsteel Industries, Inc.
DATE: June 1, 2017
In September 2016, representatives of Flexsteel Industries, Inc. announced their intent
to close their facility at 3400 Jackson Street in Dubuque, much of which was built in
1897, because it was inefficient and costly to maintain. At that time, Flexsteel
expressed a desire to stay in Dubuque. Flexsteel has called Dubuque home since
1936.
The City of Dubuque, Dubuque County, Dubuque Initiatives, Northeast Iowa Community
College, Iowa Economic Development Authority and Greater Dubuque Development
Corporation have been working with Flexsteel in an effort to develop a financing
package that allows the company to operate competitively in Dubuque Industrial Center
South on Seippel Road and to achieve the eventual redevelopment of the company's
existing site at 3400 Jackson Street.
I am pleased to say that after nine months of concerted effort by all parties involved, a
successful conclusion has been reached. A major reason this was possible was the
successful collective bargaining agreement negotiation Flexsteel conducted with the
company's three unions, including United Steelworkers Local 1861, Teamsters Local
120 and Operating Engineers Local 234. Once that was accomplished, Flexsteel
entered intense negotiations with the City of Dubuque, Dubuque County and Dubuque
Initiatives, with participation by Greater Dubuque Development Corporation. On
December 2, 2016 correspondence from the United Steelworkers Local 1861, the union
representing most of the workers at Flexsteel, advised that union membership had
ratified an agreement on November 30, 2016. In that letter union representatives
stated, "We are now asking you as the Leaders of Dubuque to work with Flexsteel in
any manner possible within your control to help or aid Flexsteel so they will build the
new facility here to preserve our jobs so we can continue to support our families and the
Dubuque community." The City received a petition with over 300 signatures with a
similar request, which was placed on the March 6, 2017 City Council Agenda.
In my discussions with union representatives, they have always been aware that this
would be a job retention project and not a job creation project. In fact, all parties have
been aware that the goal of Flexsteel was to become more efficient and, therefore,
more competitive in the marketplace, and that these efficiencies would actually lead to
some near-term job reductions. The commitment is to retain a minimum of 200
positions at the Dubuque Industrial Center South facility for the term of the Development
Agreement between the City of Dubuque and Flexsteel.
In the Development Agreement with the City of Dubuque and the Redevelopment
Project Agreement with the City and Dubuque Initiatives, Flexsteel is committing to:
1 . Retaining a minimum of 200 positions.
2. Purchasing 22 useable acres in Dubuque Industrial Center South.
3. Constructing a facility of not less than 250,000 sq. ft. at an estimated cost of$25
million, including machinery and equipment.
4. Construction is anticipated to commence on or before August 1 , 2017.
5. Construction will be substantially completed by September 1 , 2018.
6. Donating the former company facility and the approximate 43 acres at 3400
Jackson Street to Dubuque Initiatives.
7. Funding an escrow account with not less than $2,660,000, which will be used by
Dubuque Initiatives for demolition costs and environmental remediation costs,
related to the structures at the Jackson Street site.
8. Agreeing to hold harmless and indemnify Dubuque Initiatives and the City of
Dubuque from any environmental remediation costs, such as soil and water.
9. Dubuque County is not a party to the Development Agreement or the Jackson
Street Redevelopment Project Agreement.
In the Redevelopment Project Agreement, Dubuque Initiatives is committing to:
1 . Accepting ownership of the 43-acre site at 3400 Jackson Street.
2. Demolishing all structures and conducting remediation of the structures, for
instance, asbestos removal. It is the intent of the parties that demolition of
structures by Dubuque Initiatives will begin as soon as possible after the transfer
of title to the property from Flexsteel to Dubuque Initiatives.
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3. Capping Flexsteel's liability for demolition and environmental remediation for the
structures on the Jackson Street site at $2,660,000. Environmental remediation,
if required for soil and water, will be conducted by Flexsteel to conform the site to
current light industrial use standards.
4. Applying for federal and state grants to assist with the funding of environmental
remediation of the Jackson Street site in an effort to minimize the exposure to
Flexsteel, Dubuque Initiatives, Dubuque County and the City of Dubuque.
5. Marketing the site for light industrial redevelopment, with the net proceeds from
any sale going 50% to Dubuque County, 17% to the City of Dubuque and the
remainder to Dubuque Initiatives.
Dubuque County is committing to:
1 . Purchasing the following two parcels from the City of Dubuque:
a. 22 useable acres in Dubuque Industrial Center South
b. 3.8 useable acres in Dubuque Industrial Center West
for the purchase price of$3,320,000 as follows:
$1 ,320,000 at the time of closing
$300,000 on July 1 , 2018
$300,000 on July 1 , 2019
$300,000 on July 1 , 2020
$300,000 on July 1 , 2021
$300,000 on July 1 , 2022
$300,000 on July 1 , 2023
$200,000 on July 1 , 2024
2. The 22-acre parcel will be sold by Dubuque County to a Flexsteel-affiliated
organization facilitating 1031 Like-Kind exchange with a subsequent sale to
Flexsteel, so Flexsteel can build its facility and perform its requirements under
the Development Agreement with the City of Dubuque.
3. The 3.8-acre parcel will be retained by Dubuque County for use as a site for
future Dubuque County facilities or as an economic development parcel.
The Iowa Economic Development Authority will consider at the May 19, 2017 Iowa
Economic Development Authority Board Meeting:
1 . Providing a $1 million forgivable loan for the demolition and environmental
remediation of 3400 Jackson Street.
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2. Providing an Investment Tax Credit estimated at $293,200.
3. Providing a Sales, Services and Use Tax Refund estimated at $750,000.
Northeast Iowa Community College is committing to:
• Workforce Training and Economic Development funding for training existing
employees, valued at $100,000.
The City of Dubuque is committing to:
1 . Selling two parcels of property totaling 25.8 acres to Dubuque County for a total
purchase price of$3,320,000.
• One parcel is 22 useable acres in Dubuque Industrial Center South valued at
$2,640,000 for Dubuque County to resell the property to Flexsteel for
$1 ,320,000.
• The other parcel is 3.8 useable acres in Dubuque Industrial Center West
valued at $456,000 that Dubuque County can use for future Dubuque County
facilities or as a future economic development parcel.
2. While the City will retain $660,000 of the $3,320,000 sale price, $660,000 will be
deposited into an Escrow Fund for use by Dubuque Initiatives in demolition of the
buildings at the current Flexsteel site, 3400 Jackson Street. The additional
$2,000,000 of the sales price will be paid by Dubuque County to the City over a
seven-year period and deposited by the City into the Escrow Fund.
3. Foregoing any return above $660,000 (and the 17% the City receives of the
eventual sale by Dubuque Initiatives of the 3400 Jackson Street site) for the
actual $120,000 an acre value of the 25.88 acres valued at $3,096,000.
4. Providing Flexsteel 10 years of Tax Increment Financing rebates for property
taxes paid on the new facilities in Dubuque Industrial Center South, with an
estimated value of$4.1 million in rebates.
5. Providing 10 years of Tax Increment Financing rebates for property taxes paid on
any new development on the 3400 Jackson Street site to help Dubuque
Initiatives market the site and to ensure Dubuque Initiatives gets full
reimbursement for any unreimbursed costs Dubuque Initiatives incurs
redeveloping the site.
The value of the incentive package put together for Flexsteel is as follows:
• Dubuque Initiatives — All expenses incurred would be reimbursed through the two
Escrow Accounts established with funding from Flexsteel, Dubuque County, Iowa
Economic Development Authority and the City of Dubuque.
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Dubuque Initiatives will take ownership of the existing Flexsteel site at 3400
Jackson Street to:
a. Manage the demolition, environmental clean-up and marketing of the site
for redevelopment.
b. Apply for some environmental clean-up grant programs that are not
available to a private business like Flexsteel.
c. Insulate Dubuque County and the City of Dubuque from potential
environmental liability.
• Northeast Iowa Community College - $100,000
• Iowa Economic Development Authority - $2,043,200
• Dubuque County - Maximum financial contribution of$1 ,534,400 over seven
years is set forth as follows
a. Dubuque County will pay $3,320,000 for the City property, $1 ,320,000
reimbursed by Flexsteel from the sale of the property to Flexsteel.
b. Dubuque County will receive 3.88 acres of property in Dubuque Industrial
Center West for possible future Dubuque County facilities or a future
economic development project, valued at $465,600.
c. Dubuque County's contribution will be reduced if demolition costs at 3400
Jackson Street are less than anticipated, if federal or state grants are
received for demolition, and 50% of the net proceeds of the sale of the
3400 Jackson Street site sale.
• City of Dubuque - $6,545,600
a. $660,000 from the sale of 25.88 acres of industrial park property to
Dubuque County valued at $3,105,600 (the remainder of the sale
proceeds from Dubuque County will be dedicated to demolition and
environmental remediation related to the buildings on Jackson Street), and
16% of the ultimate sale of the Jackson Street property - $2,445,600.
b. Ten years of Tax Increment Financing Rebates to Flexsteel estimated at
$4.1 million.
Total Incentive Package - $10,223,200
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Possible sources of funding that will be pursued for demolition and environmental
remediation, other than the $6,320,000 identified in the agreements, includes (and
others will most certainly be identified as the process progresses):
1 . U.S. Environmental Protection Agency (EPA) Competitive Brownfields Revolving
Loan Fund - $800,000;
2. U.S. EPA Competitive Brownfields Clean-Up Grants - $200,000 (there is the
possibility of multiple grants over the years); and
3. Iowa Economic Development Authority Competitive Brownfield/Grayfield Tax
Credit - $1 ,000,000.
Current estimates for the demolition ($4,750,000) and environmental remediation
($670,000) related to the buildings and parking lot surfaces at the Jackson Street
property is $5,420,000. The agreements provide $5,820,000 for that purpose, plus an
IEDA loan of$500,000 to assist Flexsteel with environmental remediation. The intent is
to apply for other federal and state grant programs to minimize the amount of local
contribution required.
I want to thank everyone who worked so hard to keep Flexsteel Industries, Inc.'s
manufacturing operation in Dubuque and to save these 200 jobs.
These will be one of the last approvals needed for this major economic development
project to move forward as the following agreements have been approved:
Redevelopment Project Agreement by and among the City of Dubuque, Dubuque
Initiatives, and Flexsteel Industries:
Approved by Dubuque City Council on May 15, 2017
Approved by Dubuque Initiatives on May 15, 2017
Approved by Flexsteel Industries, Inc. on May 19, 2017.
Development Agreement between City of Dubuque and Flexsteel Industries, Inc.:
Approved by Flexsteel Industries, Inc. on May 19, 2017.
Scheduled for City Council consideration on June 5, 2017
Offer to Buy Real Estate and Acceptance between City of Dubuque and
Dubuque County:
Approved by Dubuque County Board of Supervisors on May 15, 2017
Scheduled for City Council consideration on June 5, 2017
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Offer to Buy Real Estate between Dubuque County and Blue Steel 1031 LLC (an
affiliate of Flexsteel Industries, Inc.):
Approved by Blue Steel 1031 LLC on June 1 , 2017
Approved by Dubuque County Board of Supervisors on May 30, 2017
Offer to Buy Real Estate between Blue Steel 1031 LLC and Flexsteel Industries,
Inc.:
Approvals not yet complete
Iowa Economic Development Authority approval of the approximately $2,043,000
economic development incentive package was approved at their May 19, 2017
Board Meeting
Northeast Iowa Community College $100,000 in Flexsteel employee training
approved at the May 15, 2017 Board Meeting
I respectfully recommend Mayor and City Council approval of the Development
Agreement between Flexsteel Industries, Inc. and the City of Dubuque, and the Offer to
Buy and Acceptance between Dubuque County and the City of Dubuque.
1 t AR �G 6&n�_
Michael C. Van Milligen
MCVM:jh
Attachment
cc: Tim Hall, Flexsteel SVP Finance, CFO & Secretary
Hilary Stubben, Flexsteel In-House Corporate Counsel
Jay Wickham, Chair, Dubuque County Board of Supervisors
Ralph Potter, Dubuque County Attorney
Doug Horstmann, Chair, Dubuque Initiatives Board of Directors
Flint Drake, Attorney, Drake Law Firm — Representing Dubuque Initiatives
Rick Dickinson, Greater Dubuque Development Corp. President & CEO
Dan McDonald, Greater Dubuque Development Corp.
Vice President of Existing Business
David Lyons, LDDC, Sustainable Innovation Consultant
Crenna Brumwell, City Attorney
Barry Lindahl, Senior Counsel
Cindy Steinhauser, Assistant City Manager
Teri Goodmann, Assistant City Manager
Maurice Jones, Economic Development Director
Jill Connors, Economic Development Project Coordinator
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EXHIBIT A
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Prepared by: Barry A. Lindahl, Esq. 300 Main Street Suite 330, Dubuque IA 52001 563 583-4113
Return to: Barry A. Lindahl, Esq. 300 Main Street Suite 330, Dubuque IA 52001 563 583-4113
RESOLUTION NO. 201-17
APPROVING A DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DUBUQUE,
IOWA AND FLEXSTEEL INDUSTRIES, INC. AND APPROVING THE ISSUANCE OF
URBAN RENEWAL TAX INCREMENT REVENUE GRANT OBLIGATIONS
Whereas, the City Council, by Resolution No. 181-17, dated May 15, 2017,
declared its intent to enter into a Development Agreement with Flexsteel Industries, Inc.
(Flexsteel) for the development of a new industrial facility to maintain its operations and
employment at the property legally described as follows:
Lot 4 of Dubuque Industrial Center South First Addition in the City of
Dubuque, Iowa
(the Property); and
Whereas, pursuant to published notice, a public hearing was held on the proposed
Development Agreement on June 5, 2017 at 6:00 p.m. in the City Council Chambers at
the Historic Federal building, 350 W. 6th Street, Dubuque, Iowa; and
Whereas, the Development Agreement provides for the issuance by the City of
Dubuque of economic development grants to Flexsteel, referred to therein as the
Economic Development Grants, payable from the tax increment revenues collected in
respect of the Improvements to be constructed by Flexsteel in accordance with the
Development Agreement, for the purpose of carrying out the objectives of an Urban
Renewal Plan as therein described; and
Whereas, it is the determination of the City Council that approval of the
Development Agreement, for development of the Property by Flexsteel, including
economic development grants to Flexsteel, referred to therein as the Economic
Development Grants, payable from the tax increment revenues collected in respect of the
Improvements to be constructed by Flexsteel, according to the terms and conditions set
out in the Development Agreement is in the public interest of the City of Dubuque.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA:
Section 1. That the Development Agreement by and between the City of
Dubuque and Flexsteel Industries, Inc., a copy of which is attached hereto, including
economic development grants to Flexsteel, referred to therein as the Economic
Development Grants, payable from the tax increment revenues collected in respect of the
Improvements, is hereby approved.
Section 2. That the Mayor is hereby authorized and directed to execute the
Development Agreement on behalf of the City of Dubuque and the City Clerk is authorized
and directed to attest to his signature.
Section 3. That the City Manager is authorized to take such actions as are
necessary to comply with the terms of the Development Agreement as herein approved.
Passed, approved and adopted this 5th day of June, 2017.
Attest:
Kevin S. Ffrnstahl, City Clerk
1„,
Roy D.:j ol, Mayor
F:\Users\tsteckle\Lindahl\Flexsteel 2016\Resolution Approving DA_052417.docx
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DEVELOPMENT AGREEMENT
BETWEEN
THE CITY OF DUBUQUE, IOWA
AND
FLEXSTEEL INDUSTRIES, INC.
THIS D VELOPME AGREEMENT (this Agreement), dated for reference
purposes the day of , 2017, between the City of Dubuque, Iowa,
a municipality (City), eM blished pursuant to the Iowa Code and acting under
authorization of Iowa Code Chapter 403, as amended (Urban Renewal Act), and Flexsteel
Industries, Inc., an Iowa corporation, with its principal place of business in Dubuque, Iowa
(Developer).
WITNESSETH:
WHEREAS, in furtherance of the objectives of the Urban Renewal Act, City has
undertaken an Urban Renewal project (the Project) to advance the community's ongoing
economic development efforts; and
WHEREAS, the Project is located within the Dubuque Industrial Center Economic
Development District (the Project Area); and
WHEREAS, as of the date of this Agreement there has been prepared and
approved by City an Urban Renewal Plan for the Project Area consisting of the Urban
Renewal Plan for the Dubuque Industrial Center Economic Development District,
approved by the City Council of City on May 2, 1988, and as subsequently amended
through and including the date hereof (the Urban Renewal Plan) attached hereto as
Exhibit A; and
WHEREAS, a copy of the Urban Renewal Plan, as constituted on the date of this
Agreement, has been recorded among the land records in the office of the Recorder of
Dubuque County, Iowa and is on file with the City of Dubuque City Clerk; and
WHEREAS, Developer has determined that it requires a new industrial facility to
maintain its operations and employment in the Project Area (the Facility); and
WHEREAS, Developer will have acquired title as of the Closing herein to 26.79
acres of which 22.00 are usable, legally described as follows (the Property):
Lot 4 of Dubuque Industrial Center South First Addition in the City of
Dubuque, Iowa
with all easements, tenements, hereditaments, and appurtenances belonging thereto, as
shown as Exhibit B, so that Developer may develop the Property, located in the Project
Area, for the construction, use, and occupancy of an industrial building in accordance with
the uses specified in the Urban Renewal Plan and Developer agrees to comply with any
Development Agreement City and Flexsteel 051117bal
amendments to the Urban Renewal Plan, in accordance with this Agreement; and
WHEREAS, City, believes that the development of the Property pursuant to this
Agreement, and the fulfillment generally of this Agreement, are in the vital and best
interests of City and in accord with the public purposes and provisions of the applicable
federal, state and local laws and the requirements under which the Project has been
undertaken and is being assisted.
NOW, THEREFORE, in consideration of the premises and the mutual obligations
of the parties hereto, each of them does hereby covenant and agree with the other as
follows:
SECTION 1. CLOSING.
1.1 Representations and Warranties of City.
(1) City has duly obtained all necessary approvals and consents for its
execution, delivery and performance of this Agreement, and it has full power and
authority to execute, deliver and perform its obligations under this Agreement.
City's attorney shall issue a legal opinion to Developer at time of Closing confirming
the representation contained herein, in the form attached hereto as Exhibit C.
(2) City shall exercise its best efforts to resolve any disputes arising during the
development process in a reasonable and prompt fashion.
(3) The Property is presently zoned to accommodate Developer's intended
improvements and the manufacturing of upholstered furniture and steel products.
The representations and warranties contained in this Section shall be correct in all
respects on and as of the Closing with the same force and effect as if such
representations and warranties had been made on and as of the Closing Date.
1.2 Conditions to Closing. The closing of the transaction contemplated by this
Agreement and all the obligations of Developer under this Agreement are subject to
fulfillment, on or before the Closing Date, of the following conditions:
(1) The representations and warranties made by City in Section 1.4 shall be
correct as of the Closing Date with the same force and effect as if such
representations were made at such time. At the Closing, City shall deliver a
certificate in the form of Exhibit F.
(2) Developer will have acquired title to the Property;
(3) Developer and City shall be in material compliance with all the terms and
provisions of this Agreement.
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(4) Developer shall have furnished City with evidence, in a form satisfactory to
City (such as audited financial statements in a Form 10-Q), that Developer has firm
financial commitments in an amount sufficient, together with equity commitments,
to complete the Minimum Improvements (as defined herein) in conformance with
the Construction Plans (as defined herein), or City shall have received such other
evidence of such party's financial ability as in the reasonable judgment of City is
required.
(5) Receipt of an opinion of counsel to Developer in the form attached hereto
as Exhibit D.
(6) Developer shall have the right to terminate this Agreement at any time prior
to the consummation of the closing on the Closing Date if Developer determines
in its sole discretion that conditions necessary for the successful completion of the
Project contemplated herein have not been satisfied to the full satisfaction of such
party in such party's sole and unfettered discretion. Upon the giving of notice of
termination by such terminating party to the other parties to this Agreement, this
Agreement shall be deemed null and void.
1.3 Closing. The closing (the Closing) shall take place on the Closing Date. The
Closing Date is August 1, 2017 at 10:00 o'clock a.m., at the City Attorney's office, or such
other date as the parties agree in writing. Consummation of the Closing shall be deemed
an agreement of the parties to this Agreement that the conditions of closing have been
satisfied or waived.
1.4 City's Obligations at Closing. At or prior to Closing Date, City shall Deliver to
Developer such other documents as may be required by this Agreement, all in a form
satisfactory to Developer.
SECTION 2. DEVELOPMENT ACTIVITIES.
2.1 Required Minimum Improvements. City acknowledges that the Facility Developer
is building is an industrial facility. Specifically, Developer agrees to construct the building
and certain internal systems thereto, and with finishing the building including, without
limitation, all interior improvements (the Minimum Improvements); all as more particularly
depicted and described on the plans and specifications to be delivered to and approved
by City as contemplated in this Agreement. Developer hereby agrees the Facility will be
not less than two hundred fifty thousand (250,000) square feet of floor space along with
the necessary site work, machinery and equipment at an estimated cost of approximately
$25,000,000.
2.2 Plans for Construction of Minimum Improvements. Plans and specifications with
respect to the development of the Property and the construction of the Minimum
Improvements thereon (the Construction Plans) shall be in conformity with the Urban
Renewal Plan, this Agreement, and all applicable state and local laws and regulations,
including but not limited to the Amended and Restated Declaration of Covenants,
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Conditions, Restrictions, Reservations, Easements, Liens and Charges, recorded as
Instrument No. 2014-00001147, records of Dubuque County, Iowa. Developer shall
submit to City, for approval by City, plans, drawings, specifications, and related
documents with respect to the improvements to be constructed by Developer on the
Property. All work with respect to the Minimum Improvements shall be in substantial
conformity with the Construction Plans approved by .City.
2.3 Timing of Improvements.
(1) Developer hereby agrees that construction of the Minimum Improvements
shall be commenced on or before August 1, 2017, and shall be substantially
completed by September 30, 2018. The time frames for the performance of these
obligations shall be suspended due to unavoidable delays, meaning delays outside
the control of the party claiming its occurrence in good faith, which are the direct
result of strikes, other labor troubles, unusual shortages of materials or labor,
unusually severe or prolonged bad weather, acts of God, fire or other casualty to
the Minimum Improvements, litigation commenced by third parties which, by
injunction or other similar judicial action or by the exercise of reasonable discretion
directly results in delays, or acts of any federal, state or local government which
directly result in extraordinary delays. The time for performance of such
obligations shall be extended only for the period of such delay.
2.4 Certificate of Completion. Promptly following the request of Developer upon
completion of the Minimum Improvements the City Manager shall furnish Developer with
an appropriate instrument so certifying. Such certification (the Certificate of Completion)
shall be in recordable form and shall be a conclusive determination of the satisfaction and
termination of the agreements and covenants in this Agreement and in the Deed with
respect to the obligations of Developer to construct the Minimum Improvements. The
Certificate of Completion, in the form attached hereto as Exhibit G, shall waive all rights
of re -vestment of title to the Property as provided in Section 7.3(1).
SECTION 3. CITY PARTICIPATION.
3.1 Economic Development Grants.
(1) For and in consideration of Developer's obligations hereunder, and in
furtherance of the goals and objectives of the Urban Renewal Plan for the Project
Area and the Urban Renewal Law, City agrees, subject to Developer being and
remaining in compliance with the terms of this Agreement, to make twenty (20)
consecutive semi-annual payments (such payments being referred to collectively
as the Economic Development Grants) to Developer, as follows:
November 1, 2020
November 1, 2021
November 1, 2022
November 1, 2023
May 1, 2021
May 1, 2022
May 1, 2023
May 1, 2024
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November 1, 2024
November 1, 2025
November 1, 2026
November 1, 2027
November 1, 2028
November 1, 2029
May 1, 2025
May 1, 2026
May 1, 2027
May 1, 2028
May 1, 2029
May 1, 2030
pursuant to Iowa Code Section 403.9 of the Urban Renewal Law, in amounts equal
to the actual amount of tax increment revenues collected by City under Iowa Code
Section 403.19 (without regard to any averaging that may otherwise be utilized
under Iowa Code Section 403.19 and excluding any interest that may accrue
thereon prior to payment to Developer) during the preceding six-month period in
respect of the Property and Minimum Improvements constructed by Developer
thereon (the collected tax increment revenue being referred to herein as the
Developer Tax Increments). Developer recognizes and agrees that the Economic
Development Grants shall be paid solely and only from the incremental taxes
collected by City in respect of the Property and Minimum Improvements, which
does not include property taxes collected for the payment of bonds and interest of
each taxing district, and taxes for the regular and voter -approved physical plant
and equipment levy, instructional support levy, and any other portion required to
be excluded by Iowa law, and thus such incremental taxes will not include all
amounts paid by Developer as regular property taxes.
(2) To fund the Economic Development Grants, City shall certify to the County
prior to December 1 of each year, commencing December 1, 2019, its request for
the available Developer Tax Increments, resulting from the assessments imposed
by the County as of January 1 of that year, to be collected by City as taxes are
paid during the following fiscal year and which shall thereafter be disbursed to
Developer on November 1 and May 1 of that fiscal year. (Example: If City so
certifies by December 1, 2019, the Economic Development Grants in respect
thereof would be paid to Developer on November 1, 2020, and May 1, 2021.)
(3) The Economic Development Grants shall be payable from and secured
solely and only by the Developer Tax Increments paid to City that, upon receipt,
shall be deposited and held in a special account created for such purpose and
designated as the Flexsteel TIF Account of City. City hereby covenants and agrees
to maintain its TIF ordinance in force during the Term and to apply the incremental
taxes collected in respect of the Property and Minimum Improvements and
allocated to the Flexsteel TIF Account to pay the Economic Development Grants,
as and to the extent set forth in Section 3.1(1) hereof. The Economic Development
Grants shall not be payable in any manner by other tax increments revenues or by
general taxation or from any other City funds. City makes no representation with
respect to the amounts that may be paid to Developer as the Economic
Development Grants in any one year and under no circumstances shall City in any
manner be liable to Developer so long as City timely applies the Developer Tax
Increments actually collected and held in the Flexsteel TIF Account (regardless of
5
the amounts thereof) to the payment of the Economic Development Grants to
Developer as and to the extent described in this Section.
(4) City shall be free to use any and all tax increment revenues collected in
respect of other properties within the Project Area, or any available Developer Tax
Increments resulting from the termination or reduction of the annual Economic
Development Grants under this Section 3.1 hereof, for any purpose for which such
tax increment revenues may lawfully be used pursuant to the provisions of the
Urban Renewal Law, and City shall have no obligations to Developer with respect
to the use thereof.
(5) All of City's obligations under this Agreement, including but not limited to
City's obligation to pay the Economic Development Grants to Developer, shall be
subject to City having completed all hearings and other procedures required to
amend the Urban Renewal Plan to describe the Urban Renewal Project being
undertaken in accordance with this Agreement.
3.2 Site Preparation. City reserves the right to approve the design and specifications
for any site preparation work. City shall not remove any dirt from the Property prior to
Closing, to the end that Developer may utilize dirt presently stored on the Property in
Developer's grading of the Property.
SECTION 4. [Intentionally deleted]
SECTION 5. NON- APPROPRIATION / LIMITED SOURCE OF FUNDING.
5.1 Non -Appropriation. Notwithstanding anything in this Agreement to the contrary,
the obligation of City to pay any installment of the Economic Development Grants from
the pledged tax increment revenues shall be an obligation limited to currently budgeted
funds, and not a general obligation or other indebtedness of City or a pledge of its full
faith and credit within the meaning of any constitutional or statutory debt limitation, and
shall be subject in all respects to the right of non -appropriation by the City Council of City
as provided in this Section. City may exercise its right of non -appropriation as to the
amount of the installments to be paid during any fiscal year during the Term of this
Agreement without causing a termination of this Agreement. The right of non -
appropriation shall be exercised only by resolution affirmatively declaring City's election
to non -appropriate funds otherwise required to be paid in the next fiscal year under this
Agreement.
In the event the City Council of City elects to not appropriate sufficient funds in the budget
for any future fiscal year for the payment in full of the installments on the Economic
Development Grants due and payable in that future fiscal year, then City shall have no
further obligation to Developer for the payment of any installments due in that future fiscal
year which cannot be paid with the funds then appropriated for that purpose.
6
5.2 The right of non -appropriation reserved to City in this Section is intended by the
parties, and shall be construed at all times, so as to ensure that City's obligation to pay
future installments on the Economic Development Grants shall not constitute a legal
indebtedness of City within the meaning of any applicable constitutional or statutory debt
limitation prior to the adoption of a budget which appropriates funds for the payment of
that installment or amount. In the event that any of the provisions of this Agreement are
determined by a court of competent jurisdiction to create, or result in the creation of, such
a legal indebtedness of City, the enforcement of the said provision shall be suspended,
and the Agreement shall at all times be construed and applied in such a manner as will
preserve the foregoing intent of the parties, and no event of default shall be deemed to
have occurred as a result thereof. If any provision of this Agreement or the application
thereof to any circumstance is so suspended, the suspension shall not affect other
provisions of this Agreement which can be given effect without the suspended provision,
and to this end the provisions of this Agreement are severable.
SECTION 6. COVENANTS OF DEVELOPER.
6.1 Job Retention. During the Term of this Agreement, Developer shall comply with
the following employment-related covenants:
Developer represents that the number of fulltime equivalent (FTE) employees
employed by Developer in Dubuque, Iowa, on the Closing Date is 218. Developer
shall maintain during the Term of this Agreement at the Dubuque Industrial Center
South facility 200 FTE employees. FTE employees shall be calculated by adding
fulltime and part-time employees together using 2080 hours per year as a FTE
employee. For the positions that Developer fails to maintain for any year during
the Term of this Agreement, the semi-annual Economic Development Grants for
such year under Section 3.2 shall be reduced by the percentage that the number
of such positions bears to the total number of positions required to be maintained
by this Section 6.1. (For example, if the certification shows 184 FTE during any
year of the Term, the semi-annual Economic Development Grants would be 92.0%
(184/200) of the Developer Tax Increments received by City which would be paid
by City to Developer). The reduction of the semi-annual Economic Development
Grants shall be the City's sole remedy for the failure of Developer to meet the job
creation requirements of this subsection 6.1.
6.2 Certification. To assist City in monitoring the performance of Developer hereunder,
on the Closing Date and again as of January 1 each year thereafter during the Term of
this Agreement, a duly authorized officer of Developer shall certify to City in a form
acceptable to City (a) the number of FTE positions employed by Developer at the
Dubuque Industrial Center South facility, and (b) to the effect that such officer has
re-examined the terms and provisions of this Agreement and that at the date of such
certificate, and during the preceding twelve (12) months, Developer is not or was not in
default in the fulfillment of any of the terms and conditions of this Agreement and that no
Event of Default (or event which, with the lapse of time or the giving of notice, or both,
would become an Event of Default) is occurring or has occurred as of the date of such
certificate or during such period, or if the signer is aware of any such default, event or
Event of Default, said officer shall disclose in such statement the nature thereof, its period
of existence and what action, if any, has been taken or is proposed to be taken with
respect thereto. Such certificate shall be provided by March 1 of each year thereafter
during the Term of this Agreement.
6.3 Books and Records. During the Term of this Agreement, Developer shall keep at
all times proper books of record and account in which full, true and correct entries will be
made of all dealings and transactions of or in relation to the business and affairs of
Developer in accordance with generally accepted accounting principles consistently
applied throughout the period involved, and Developer shall provide reasonable
protection against loss or damage to such books of record and account.
6.4 Real Property Taxes. From and after the Closing Date, Developer shall pay or
cause to be paid, when due and before delinquency, all real property taxes and
assessments payable with respect to all and any parts of the Property unless Developer's
obligations have been assumed by another person pursuant to the provisions of this
Agreement.
6.5 No Other Exemptions. During the Term of this Agreement, Developer agrees not
to apply for any state or local property tax exemptions which are available with respect to
the Property or the Minimum Improvements located thereon that may now be, or hereafter
become, available under state law or city ordinance during the Term of this Agreement,
including those that arise under Iowa Code Chapters 404 and 427, as amended.
6.6 Insurance Requirements.
(1) Developer shall provide and maintain or cause to be maintained at all times
during the process of constructing the Minimum Improvements (and, from time to
time at the request of City, furnish City with proof of insurance in the form of a
certificate of insurance for each insurance policy):
All risk builder's risk insurance, written on a Completed Value Form in an
amount equal to one hundred percent (100%) of the replacement value
when construction is completed.
(2) Upon completion of construction of the Minimum Improvements and up to
the Termination Date, Developer shall maintain, or cause to be maintained, at its
cost and expense (and from time to time at the request of City shall furnish proof
of insurance in the form of a certificate of insurance) all risk property insurance
against loss and/or damage to the Minimum Improvements under an insurance
policy written in an amount not less than the full insurable replacement value of
Minimum Improvements. The term "replacement value" shall mean the actual
replacement cost of Minimum Improvements (excluding foundation and excavation
costs and costs of underground flues, pipes, drains and other uninsurable items)
8
and equipment, and shall be reasonably determined from time to time at the
request of City, but not more frequently than once every three (3) years.
(3) Developer agrees to notify City immediately in the case of damage
exceeding $200,000.00 in amount to, or destruction of, the Minimum
Improvements or any portion thereof resulting from fire or other casualty. The net
proceeds of any such insurance (the Net Proceeds) shall be paid directly to
Developer as its interests may appear, and Developer shall forthwith repair,
reconstruct and restore the Minimum Improvements to substantially the same or
an improved condition or value as they existed prior to the event causing such
damage and, to the extent necessary to accomplish such repair, reconstruction
and restoration, Developer shall apply the Net Proceeds of any insurance relating
to such damage received by Developer to the payment or reimbursement of the
costs thereof, subject, however, to the terms of any mortgage encumbering title to
the Property (as its interests may appear). Developer shall complete the repair,
reconstruction and restoration of Minimum Improvements whether or not the Net
Proceeds of insurance received by Developer for such Purposes are sufficient.
6.7 Preservation of Property. During the Term of this Agreement, Developer shall
maintain, preserve and keep, or cause others to maintain, preserve and keep, Minimum
Improvements in good repair and working order, ordinary wear and tear excepted, and
from time to time shall make all necessary repairs, replacements, renewals and additions.
Nothing in this Agreement, however, shall be deemed to alter any agreements between
Developer or any other party including, without limitation, any agreements between the
parties regarding the care and maintenance of the Property.
6.8 Non -Discrimination. In carrying out the project, Developer shall not discriminate
against any employee or applicant for employment because of race, religion, color, sex,
sexual orientation, gender identity, national origin, age or disability.
6.9 Conflict of Interest. Developer agrees that no member, officer or employee of City,
or its designees or agents, nor any consultant or member of the governing body of City,
and no other public official of City who exercises or has exercised any functions or
responsibilities with respect to the project during his or her tenure, or who is in a position
to participate in a decision-making process or gain insider information with regard to the
project, shall have any interest, direct or indirect, in any contract or subcontract, or the
proceeds thereof, for work to be performed in connection with the project, or in any
activity, or benefit therefrom, which is part of this project at any time during or after such
person's tenure. In connection with this obligation, Developer shall have the right to rely
upon the representations of any party with whom it does business and shall not be
obligated to perform any further examination into such party's background.
6.10 Transferability. During the Term of this Agreement, this Agreement may not be
assigned and the Property and any portion of the Property may not be sold or otherwise
transferred by Developer without the prior written consent of City in City's sole discretion.
City has no obligation to consent to any assignment or sale.
9
6.11 Restrictions on Use. Developer agrees for itself, and its successors and assigns,
and every successor in interest to the Property or any part thereof that they, and their
respective successors and assigns, shall:
(1) Devote the Property to, and only to and in accordance with, the uses
specified in the Urban Renewal Plan (and City represents and agrees that use of
the Property as an industrial facility is in full compliance with the Urban Renewal
Plan and Developer agrees to comply with any amendments to the Urban Renewal
Plan,) (however, Developer shall not have any liability to City to the extent that a
successor in interest shall breach this covenant and City shall seek enforcement
of this covenant directly against the party in breach of same); and
(2) Not discriminate upon the basis of race, religion, color, sex, sexual
orientation, gender identity, national origin, age or disability in the sale, lease,
rental, use or occupancy of the Property or any improvements erected or to be
erected thereon, or any part thereof (however, Developer shall not have any
liability to City to the extent that a successor in interest shall breach this covenant
and City shall seek enforcement of this covenant directly against the party in
breach of same).
6.12 Release and Indemnification Covenants.
(1) Developer releases City and the governing body members, officers, agents,
servants and employees thereof (hereinafter, for purposes of this Section, the
Indemnified Parties) from and covenants and agrees that the Indemnified Parties
shall not be liable for, and agrees to indemnify, defend and hold harmless the
Indemnified Parties against any loss or damage to property or any injury to or death
of any person occurring at or about or resulting from any defect in the Minimum
Improvements.
(2) Except for any gross negligence, willful misrepresentation or any willful or
wanton misconduct or any unlawful act of the Indemnified Parties, Developer
agrees to protect and defend the Indemnified Parties, now or forever, and further
agrees to hold the Indemnified Parties harmless, from any claim, demand, suit,
action or other proceedings whatsoever by any person or entity whatsoever arising
or purportedly arising from (1) any violation of any agreement or condition of this
Agreement (except with respect to any suit, action, demand or other proceeding
brought by Developer against City based on an alleged breach of any
representation, warranty or covenant of City under this Agreement and/or to
enforce its rights under this Agreement); or (2) the acquisition, construction,
installation, ownership, and operation of the Minimum Improvements or (3) the
condition of the Property and any hazardous substance or environmental
contamination located in or on the Property, caused and occurring after Developer
takes possession of the Property.
10
(3) The Indemnified Parties shall not be liable to Developer for any damage or
injury to the persons or property of Developer or its officers, agents, servants or
employees or any other person who may be on, in or about the Minimum
Improvements due to any act of negligence of any person, other than any act of
negligence on the part of any such Indemnified Party or its officers, agents,
servants or employees.
(4) All covenants, stipulations, promises, agreements and obligations of City
contained herein shall be deemed to be the covenants, stipulations, promises,
agreements and obligations of City, and not of any governing body member,
officer, agent, servant or employee of City in their individual capacity thereof.
(5) The provisions of this Section shall survive the termination of this
Agreement.
6.13 Compliance with Laws. Developer shall comply with all laws, rules and regulations
relating to its businesses, other than laws, rules and regulations for which the failure to
comply with or the sanctions and penalties resulting therefrom, would not have a material
adverse effect on the business, property, operations, financial or otherwise, of Developer.
SECTION 7. EVENTS OF DEFAULT AND REMEDIES.
7.1 Events of Default Defined. The following shall be "Events of Default" under this
Agreement and the term "Event of Default" shall mean, whenever it is used in this
Agreement, any one or more of the following events:
(1) Failure by Developer to pay or cause to be paid, before delinquency, all real
property taxes assessed with respect to the Minimum Improvements and the
Property.
(2) Failure by Developer to cause the construction of the Minimum
Improvements to be commenced and completed pursuant to the terms, conditions
and limitations of this Agreement.
(3) Transfer of any interest by Developer in any portion of the Property or the
Minimum Improvements in violation of the provisions of this Agreement.
(4) Failure by Developer to substantially observe or perform any other material
covenant, condition, obligation or agreement on its part to be observed or
performed under this Agreement.
7.2 Remedies on Default by Developer. Whenever any Event of Default referred to in
Section 7.1 of this Agreement occurs and is continuing, City, as specified below, may take
any one or more of the following actions after the giving of written notice by City to
Developer of the Event of Default, but only if the Event of Default has not been cured
within sixty (60) days following such notice, or if the Event of Default cannot be cured
11
within sixty (60) days and the Developer does not provide assurances to City that the
Event of Default will be cured as soon as reasonably possible thereafter:
(1) City may suspend its performance under this Agreement until it receives
assurances from the Developer, deemed adequate by City, that the Developer will
cure its default and continue its performance under this Agreement;
(2) Until the Closing Date, City may cancel and rescind this Agreement;
(3) City may withhold the Certificate of Completion; or
(4) City may take any action, including legal, equitable or administrative action,
which may appear necessary or desirable to collect any payments due under this
Agreement or to enforce performance and observance of any obligation,
agreement, or covenant under this Agreement.
T3 Revesting of Title.
(1) Re -vesting Title in City Upon Happenina of Event Subsequent to
Conveyance to Developer and Prior to Issuance of Certificate of Completion. In
the event that, subsequent to Closing and prior to receipt by Developer of the
Certificate of Completion, an Event of Default under Section 7.1 (1) through (4) of
this Agreement occurs and is not cured within the times specified in Section 7.2,
then City shall have the right to re-enter and take possession of Property and any
portion of the Minimum Improvements thereon and to terminate Developer's
estate, it being the intent of this provision, together with other provisions of this
Agreement, that the conveyance of Property to Developer was made upon the
condition that, in the event of default under Section 7.1 (1) through (4) on the part
of Developer and failure on the part of Developer to cure such default within the
period and in the manner stated herein, City may declare a termination of this
Agreement in favor of City of the title and of all Developer's rights and interests in
and to the Property, and that such title and all rights and interests of Developer,
and any assigns or successors in interests of Developer, and any assigns or
successors in interest to and in Property, shall revert to City (subject to the
provisions of Section 7.3 of this Agreement), but only if the events stated in Section
7.1 of this Agreement have not been cured within the time period provided above,
or, if the events cannot be cured within such time periods, Developer does not
provide assurance to City, reasonably satisfactory to City, that the events will be
cured as soon as reasonably possible.
7.4 Resale of Reacquired Property; Disposition of Proceeds. Upon the re -vesting in
City of title to the Property as provided in Section 7.3 of this Agreement, City shall,
pursuant to its responsibility under law, use its best efforts to resell the Property or part
thereof as soon and in such manner as City shall find feasible and consistent with the
objectives of such law and of the Urban Renewal Plan to a qualified and responsible party
or parties (as determined by City in its sole discretion) who will assume the obligation of
12
making or completing Minimum Improvements or such other improvements in their stead
as shall be satisfactory to City and in accordance with the uses specified for the Property
or part thereof in the Urban Renewal Plan. The proceeds thereof shall be applied:
(1) First to reimburse City and County for all allocable costs and expenses
incurred by City and County, including but not limited to salaries of personnel, in
connection with the recapture, management and resale of the Property or part
thereof (but less any income derived by City from the Property or part thereof in
connection with such management); any payments made or necessary to be made
to discharge any encumbrances or liens existing on the Property or part thereof at
the time of re -vesting of title thereto in City or to discharge or prevent from attaching
or being made any subsequent encumbrances or liens due to obligations, default
or acts of Developer, its successors or transferees any expenditures made or
obligations incurred with respect to the making or completion of the Minimum
Improvements or any part thereof on the Property or part thereof, and any amounts
otherwise owing to City (including water and sewer charges) by Developer and its
successors or transferees; and
(2) Second, to reimburse Dubuque County, Iowa up to the amount equal to the
sum of the Purchase Price paid by Developer to Dubuque County for the Property
less any funds recovered by Dubuqueou ty under the terms of the
Redevelopment Project Agreement dated, ,/ // by and among the City of
Dubuque, Iowa, Dubuque Initiatives, and Flexsteel Industries, Inc.; and
(3) Third, to reimburse Developer up to an amount equal to the cash actually
invested by Developer in making any of the Minimum Improvements on the
Property.; and
(4) The balance, if any, to City.
7.5 No Remedy Exclusive. No remedy herein conferred upon or reserved to City is
intended to be exclusive of any other available remedy or remedies, but each and every
such remedy shall be cumulative and shall be in addition to every other remedy given
under this Agreement or now or hereafter existing at law or in equity or by statute. No
delay or omission to exercise any right or power accruing upon any default shall impair
any such right or power or shall be construed to be a waiver thereof, but any such right
and power may be exercised from time to time and as often as may be deemed expedient.
7.6 No Implied Waiver. In the event any agreement contained in this Agreement
should be breached by any party and thereafter waived by any other party, such waiver
shall be limited to the particular breach so waived and shall not be deemed to waive any
other concurrent, previous or subsequent breach hereunder.
7.7 Agreement to Pav Attorneys' Fees and Expenses. If any action at law or in equity,
including an action for declaratory relief or arbitration, is brought to enforce or interpret
the provisions of this Agreement, the prevailing party shall be entitled to recover
13
reasonable attorneys' fees and costs of litigation from the other party. Such fees and
costs of litigation may be set by the court in the trial of such action or by the arbitrator, as
the case may be, or may be enforced in a separate action brought for that purpose. Such
fees and costs of litigation shall be in addition to any other relief that may be awarded.
7.8 Remedies on Default by City. If City defaults in the performance of this Agreement,
Developer may take any action, including legal, equitable or administrative action that
may appear necessary or desirable to collect any payments due under this Agreement,
to recover expenses of Developer, or to enforce performance and observance of any
obligation, agreement, or covenant of City under this Agreement. Developer may
suspend performance under this Agreement until it receives assurances from City,
deemed adequate by Developer, that City will cure its default and continue its
performance under this Agreement.
SECTION 8. GENERAL TERMS AND PROVISIONS.
8.1 Notices and Demands. Whenever this Agreement requires or permits any notice
or written request by one party to another, it shall be deemed to have been properly given
if and when delivered in person or three (3) business days after having been deposited in
any U.S. Postal Service and sent by registered or certified mail, postage prepaid,
addressed as follows:
(1) If to Developer:
Flexsteel Industries, Inc.
Attn: CFO and Secretary385 Bell Street
Dubuque, Iowa 52001
Phone: (563) 556-7730
With copy to:
Flexsteel Industries, Inc.
In -House Corporate Counsel
385 Bell Street
Dubuque, IA 52001
Phone: (563) 556-7730
(2) If to City:
City Manager
50 W. 13th Street
Dubuque, Iowa 52001
Phone: (563) 589-4110
Fax: (563) 589-4149
With copy to:
14
City Attorney
City Hall
50 W. 13th Street
Dubuque, Iowa 52001
or at such other address with respect to any party as that party may, from time to time
designate in writing and forward to the other as provided in this Section.
8.2 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit
of City and Developer and their respective successors and assigns.
8.3 The Parties agree that Dubuque County, Iowa is an intended Third Party
Beneficiary under Section 7.4.
8.4 Term; Termination Date. The Term of this Agreement and the rights and
obligations of the parties hereunder shall commence upon execution by both parties and
shall terminate at midnight on May 1, 2030 (the Termination Date).
8.5 Execution By Facsimile. The parties agree that this Agreement may be transmitted
among them by facsimile machine or electronic transmission. The parties intend that the
faxed or electronic transmission signatures constitute original signatures and that a faxed
or electronically transmitted Agreement containing the signatures (original or faxed) of all
the parties is binding on the parties.
8.6 Memorandum of Development Agreement. City shall promptly record a
Memorandum of Development Agreement in the form attached hereto as Exhibit E in the
office of the Recorder of Dubuque County, Iowa. Developer shall pay the costs for so
recording.
8.7 Subiect to Other Transactions. The closing of the transaction contemplated by this
Agreement is subject to the closing of all of the following transactions on or before the
Closing Date and in the event any of such transactions does not so close, then this
Agreement shall be null and void:
(1) That certain Offer to Buy and Acceptance dated the dayof
9f� , 2017, between the City of Dubuque and Dubuque County, Iowa
ating to Lot 4 of Dubuque Industrial Center South First Addition in the City of
Dubuque, Iowa;
(2) That certain Offer to Buy and Acceptance dated the day of
, 2017, between Dubuque County, Iowa and Blue Steel 1031 LLC
thereof elating to Lot 4 of Dubuque Industrial Center South First Addition in the City
of Dub que, Iowa;
15
(3) That certain Redevelopment Agreement dated the ,/' day of
, 2017, between and among the City of Dubuque, Dubuque Initiatives,
and Fle/steel Industries, Inc.
IN WITNESS WHEREOF, City has caused this Agreement to be duly executed in
its name and behalf by its Mayor and attested to by its City Clerk and Developer has
caused this Agreement to be duly executed.
CITY OF DUBUQUE, IOWA
By:
By: / W
Kevin irnstahr
City Clerk
16
FLEXSTEEL INDUSTRIES, INC.
By: ;.4, £. Ekef
Timothy E. II, SVP Finance,
CFO and cretary
LIST OF EXHIBITS
Exhibit A Urban Renewal Plan
Exhibit B Plat
Exhibit C City Attorney Certificate
Exhibit D Opinion of Counsel to Developer
Exhibit E Memorandum of Development Agreement
Exhibit F City Certificate
Exhibit G Certificate of Completion
17
EXHIBIT A
URBAN RENEWAL PLAN
A copy of the Plan and amendments is on file in the Office of the City Clerk,
City Hall, 50 West 13th Street, Dubuque, Iowa
AMENDED and RESTATED
URBAN RENEWAL PLAN
Dubuque Industrial Center Economic Development District
City of Dubuque, Iowa
This Amended and Restated Urban Renewal Plan provides
for the continued development of the Dubuque Industrial
Center Economic Development District, originally
established by Resolution 130-88 of the City Council of Me
City of Dubuque, Iowa on May 2„ 1988 and thereafter
amended and restated by Resolution 484-90 on December
17, 1990, Resolution 142-97 on Aprit 7, 1997, Resolution
478-97 on November 17, 1997, Resolution 15-08 on January
7, 2008, Resolution 101-08 an March 17, 2008, Resolution
109-08 on Apra 7, 2008, Resolution 87-11 on March 7,2011:,
Resolution 171-13 on June 3, 2013, Resolulkin 197-15 an
June 1, 2015, and Resolution 309-15 on September 8, 2015.
Prepared by the Economic Develcpment Department
Version 2015.2
18
EXHIBIT B
PLAT
A copy of the Plat is on file in the Office of the County Recorder,
720 Central Avenue, Dubuque, Iowa 52001
Instrument No. 2014-00001397
19
g _
1
3
:
LOT 2
15.47 ACRES
In
MATO*1 UN
k..01 •-•
SHEET 3 OF 10
NOTE:
FOR AS -CONSTRUCTED
CONTOURS SEE SHEETS
8 THROUGH 10.
NOTE:
1" = 200FOR PROPOSED EASEMENTS
SEE SHEETS 5 THROUGH 7.
DRAWING MAY HAVE BEEN REDUCED
FINAL PLAT
DUBUQUE INDUSTRIAL CENTER SOUTH FIRST ADDITION IN THE CITY OF DUBUQUE, IOWA
W1/4 toRNER LOT 1 -1 - 2 -
SET, 31 NO CAP LOT 1 1-1 -2 OF
SE1PPEL ROAD SW1 /4.- NWI /4,
COMMERCIAL PARK #4 SEC. 31,
N87:56.55"E .
NW COR, LOT 1-1
LOT 11-11-1-1-2
SW1/4- NWI /4, SEC. al
1274.12'
4i'rsa'29
$87'58'56"W 646.42'
227.94'
W CORNER
NO. 13146
LOT 2
1.4BAN ACRES
0
LOT 1
21.29 ACRES
El LOT B
14, 7.37 ACRES
STORM WATER
1E MANAGEMENT
1.0T 2-1
SOUTH FORK IND, SUB. NO. 1
0 AP
561'33'04
124.10'
NOT T Scetia.
.....
NOflTH
GRAPHIC SCALE
200 400
mommi
LOT 3
6.90 ACRES
so0'4
ROW
ERS LOT 4
RD. 26.79 ACRES
CIJIW. Ulf& RADJUS QW 1:140H17
1590.49' 1050.00' 86'47'20' 1457'23'43"W 1442.74'
CIA 145.73' 1050,00' 07'57'07" N17'58'37..14 145.61'
ClO 1444.76' 1050.00' 78'50'13- N6172'17"W 1333.46'
C2 204.07' 250.00' 46'46'09" N391 0.321 198.45'
C3 1398.97' 1150.00' 69'41'59" S66'01'33"E 1314.29'
C3.4 858.46' 1150.00' 42'46'47" 652'33'58`E 838.84'
C.3 434.57' 1150.00' 21'39'0.3" 584'46'52"E 413.98'
C3C 105.76' 1150.00' 05'16'09" 1481'45'30"E 105.72'
FINAL PLAT
DUBUQUE INDUSTRIAL CENTER SOUTH FIRST ADDITION IN THE CITY OF DUBUQUE, IOWA
r- NW CORNER SW1/4-sw1p4 SEC. 31
NO CAP MATCH UNE SEE SHEET 2 OF 10
LOT 2
LOT 3
8.90 ACRES
LOT 5
12.85 ACRS
L18
N867.2.13E
433.49'
. . .
413.56"
2.33' E
ZONE. A
set NOTE
LOT 1
LANDFILL NOFITH SUBDIVISION
OR. SEC. .31
OR. LOT 1-2 (S14'44'32"E)
(48..33)
(111A.9.°)
a
LOT 4
26.79 ACRES
-
889.01'0 ( 4862.503.2
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EXHIBIT C
CITY ATTORNEY'S CERTIFICATE
Development Agreement City and Flexsteel 051117bal
BARRY A. LINDAHL, ESQ.
CITY ATTORNEY
(DATE)
RE:
Dear
THE CC1TY OF
L! UB
I have acted as counsel for the City of Dubuque, Iowa, in connection with the execution
and delivery of a certain Development Agreement between
(Developer) and the City of Dubuque, Iowa (City) dated for reference purposes the
day of , 20 .
The City has duly obtained all necessary approvals and consents for its execution,
delivery and performance of this Agreement and has full power and authority to execute,
deliver and perform its obligations under this Agreement, and to the best of my
knowledge, the representations of the City Manager in his letter dated the day of
, 20_, are correct.
BAL:tls
24
Very sincerely,
Barry A. Lindahl, Esq.
City Attorney
EXHIBIT D
OPINION OF DEVELOPER'S COUNSEL
25
Mayor and City Councilmembers
City Hall, 13th and Central Avenue
Dubuque IA 52001
Re: Development Agreement Between the City of Dubuque, Iowa and
Dear Mayor and City Councilmembers:
We have acted as counsel for , (Developer) in connection
with the execution and delivery of a certain Development Agreement (Development
Agreement) between Developer and the City of Dubuque, Iowa (City) dated for reference
purposes the day of , 20_.
We have examined the original certified copy, or copies otherwise identified to our
satisfaction as being true copies, of the Development Agreement and such other
documents and records as we have deemed relevant and necessary as a basis for the
opinions set forth herein.
Based on the pertinent law, the foregoing examination and such other inquiries as
we have deemed appropriate, we are of the opinion that:
1. Developer is a corporation organized and existing under the laws of the
State of and has full power and authority to execute, deliver and perform
in full Development Agreement. The Development Agreement has been duly and validly
authorized, executed and delivered by Developer and, assuming due authorization,
execution and delivery by City, is in full force and effect and is valid and legally binding
instrument of Developer enforceable in accordance with its terms, except as the same
may be limited by bankruptcy, insolvency, reorganization or other laws relating to or
affecting creditors' rights generally.
2. The execution, delivery and performance by Developer of the Development
Agreement and the carrying out of the terms thereof, will not result in violation of any
provision of, or in default under, the articles of incorporation and bylaws of Developer,
any indenture, mortgage, deed of trust, indebtedness, agreement, judgment, decree,
order, statute, rule, regulation or restriction to which Developer is a party or by which
Developer's property is bound or subject.
3. There are no actions, suits or proceedings pending or threatened against or
affecting Developer in any court or before any arbitrator or before or by any governmental
body in which there is a reasonable possibility of an adverse decision which could
materially adversely affect the business (present or prospective), financial position or
results of operations of Developer or which in any manner raises any questions affecting
the validity of the Agreement or the Developer's ability to perform Developer's obligations
thereunder.
Very truly yours,
26
EXHIBIT E
MEMORANDUM OF DEVELOPMENT AGREEMENT
27
Prepared by: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113
Return to: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113
MEMORANDUM OF DEVELOPMENT AGREEMENT
A Development Agreement by and among the City of Dubuque, Iowa, an Iowa municipal
corporation, of Dubuque, Iowa, and FLEXSTEEL INDUSTRIES, INC. was made
regarding the following described premises:
Lot 4 of Dubuque Industrial Center South First Addition in the City of
Dubuque, Iowa
The Development Agreement is dated for reference purposes the day of
, 20 , and contains covenants, conditions, and restrictions concerning the
sale and use of said premises.
This Memorandum of Development Agreement is recorded for the purpose of
constructive notice. In the event of any conflict between the provisions of this
Memorandum and the Development Agreement itself, executed by the parties, the terms
and provisions of the Development Agreement shall prevail. A complete counterpart of
the Development Agreement, together with any amendments thereto, is in the possession
of the City of Dubuque and may be examined at its offices as above provided.
Dated this day of , 20_.
CITY OF DUBUQUE, IOWA
By:
By:
Roy D. Buol, Mayor
Kevin S. Firnstahl, City Clerk
28
STATE OF IOWA
: ss:
DUBUQUE COUNTY
On this day of , 20_, before me, a Notary Public in and for the State of
Iowa, in and for said county, personally appeared Roy D. Buol and Kevin S. Firnstahl, to
me personally known, who being by me duly sworn did say that they are the Mayor and
City Clerk, respectively of the City of Dubuque, a Municipal Corporation, created and
existing under the laws of the State of Iowa, and that the seal affixed to said 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, State of Iowa
STATE OF IOWA
: ss:
DUBUQUE COUNTY
On this day of , 20 , before me, a Notary Public in and for the
State of Iowa, in and for said county, personally appeared
to me personally known, who being by me duly sworn did say that they are the
and that said instrument was signed on behalf of said company by authority of its
members and that they acknowledged the execution of this instrument to be the
voluntary act and deed of said company by it voluntarily executed.
Notary Public, State of Iowa
29
EXHIBIT F
CITY CERTIFICATE
30
City Manager's Office
50 West 13th Street
Dubuque, Iowa 52001-4864
(563) 589-4110 phone
(563) 589-4149 fax
ctyragr@cityofdubuque.org
(DATE)
Dear
THE CITY 0
DUB
I am the City Manager of the City of Dubuque, Iowa and have acted in that capacity in
connection with the execution and delivery of a certain Development Agreement between
(Developer) and the City of Dubuque, Iowa (City) dated for reference
purposes the day of , 20_.
On behalf of the City of Dubuque, I hereby represent and warrant to Developer that:
(1) City has duly obtained all necessary approvals and consents for its
execution, delivery and performance of this Agreement, and has full power and
authority to execute, deliver and perform its obligations under this Agreement.
City's attorney shall issue a legal opinion to Developer at time of closing confirming
the representation contained herein, in the form attached hereto as Exhibit C.
(2) City shall exercise its best efforts to resolve any disputes arising during the
development process in a reasonable and prompt fashion.
(3) The Property is presently zoned to accommodate Developer's intended
improvements and the manufacturing of upholstered furniture and steel products.
MCVM:jh
31
Sincerely,
Michael C. Van Milligen
City Manager
EXHIBIT G
CERTIFICATE OF COMPLETION
32
Prepared By: Barry A. Lindahl, 300 Main Street, Suite 330, Dubuque, IA 52001 (563) 583-4113
Return to: Barry A. Lindahl, 300 Main Street, Suite 330, Dubuque, IA 52001 (563) 583-4113
CERTIFICATE OF COMPLETION
WHEREAS, the City of Dubuque, Iowa (City), and Flexsteel Industries, Inc.
(Developer) have entered into a Development Agreement dated as of [Date], with respect
to certain real property located within the Dubuque Industrial Center Economic
Development District and as more particularly described as follows:
Lot 4 of Dubuque Industrial Center South First Addition in the City of Dubuque,
Iowa
(the "Property"); and
WHEREAS, said Agreement contains certain covenants and conditions with
respect to the development of the Property, and obligates Developer to construct certain
Minimum Improvements in accordance with the Agreement; and
WHEREAS, Developer has performed said covenants and conditions insofar as
they relate to the construction of the Minimum Improvements in a manner deemed
sufficient by City to permit the execution and recording of this certification; and
NOW, THEREFORE, pursuant to Section 2.4 of the Agreement, this is to certify
that all covenants and conditions of the Agreement with respect to the obligations of
Developer, and its successors and assigns, to construct the Minimum Improvements on
the Property and pay for the same have been completed and performed by Developer to
the satisfaction of City and such covenants and conditions are hereby terminated.
The Recorder of Dubuque County is hereby authorized to accept for recording and to
record the filing of this instrument, to be a conclusive determination of the satisfaction of
the covenants and conditions of said Agreement which would have resulted in a forfeiture
by Developer and right of City to re-enter and take possession of the Property as set forth
in said Agreement if such covenants and conditions had not been satisfied, and that said
Agreement shall otherwise remain in full force and effect.
CITY OF DUBUQUE, IOWA
33
By:
STATE OF IOWA
SS
COUNTY OF DUBUQUE
Michael C. Van Milligen, City Manager
On this day of , 20 , before me, the undersigned, a Notary
Public in and for the State of Iowa, personally appeared Michael C. Van Milligen, to me
personally known, who, being by me duly sworn, did say that he is the City Manager of
the City of Dubuque, Iowa, a municipal corporation, and that the instrument was signed
on behalf of the corporation, and Michael C. Van Milligen acknowledged the execution of
the instrument to be his voluntary act and deed.
Notary Public in and for said State
34
Prepared by: Barry A. Lindahl, Esq. 300 Main Street Suite 330, Dubuque IA 52001 563 583-4113
Return to: Barry A. Lindahl, Esq. 300 Main Street Suite 330, Dubuque IA 52001 563 583-4113
RESOLUTION NO. 202-17
DISPOSING OF AN INTEREST IN REAL PROPERTY BY DEED TO DUBUQUE
COUNTY, IOWA
WHEREAS, the City of Dubuque, Iowa (City) is the owner of the following real property
(the Property):
Lot 4 of Dubuque Industrial Center South First Addition in the City of
Dubuque, Iowa
and
A parcel of land of 3.88 acres more or less on Seippel Road in the Dubuque
Industrial Center West Urban Renewal District of the City of Dubuque, as
shown on Exhibit A attached hereto
(the Property); and
WHEREAS, City and Dubuque County, Iowa (County) have entered into an
Agreement pursuant to which City will convey the Property to County; and
WHEREAS, on June 5, 2017, the City Council pursuant to notice published as
required by law held a public hearing on its intent to dispose of the foregoing interest in the
Property and overruled all objections thereto; and
WHEREAS, the City Council finds that it is in the best interest of the City to approve
the disposition of the Property.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA:
Section 1
Deed disposing
County, Iowa.
Section 2
further action as
Attest:
. The Mayor is hereby authorized and directed to execute a Warranty
of all of the City's right, title and interest in the Property to Dubuque
. The City Manager and the City Attorney are authorized to take such
is necessary to finalize the sale of the Property.
Passed, approved and adopted this 5th day of June, 2017.
Kevin S. Firatahl, CitClerI
C
Roy Duol, Mayor
F:\Users\tsteckle\Lindahl\Flexsteel 2016\Resolution Disposing of Interest_052417.docx
2
EXHIBIT A
25Mwa
MONO
_ r
M
EXISTING LOT
L INE LOT C INDUSTRIAL
CENTER WEST T
2ND ADD. -1
LOT 1 INDUSTRiAL
-,M CENTER WEST _ —;CPOSED 3.88 i
SND =.DC 1ACRE LOT I
092 51005 - - - -
os2ssieoos
09254noa5
- !030351010
Notice-These maps are compiled for assessment and tax information purposes from official county records. All map information shown is for the forgoing purpose and does not represent a survey of land.
7
OFFER TO BUY REAL ESTATE AND ACCEPTANCE (THE AGREEMENT)
TO: City of Dubuque, Iowa, Seller
SECTION 1. REAL ESTATE DESCRIPTION. Dubuque County, Iowa (Buyer) offers to
buy all of Seller's right, title and interest in and to the real estate in Dubuque County,
Iowa, described as follows:
Lot 4 of Dubuque Industrial Center South First Addition in the City of
Dubuque, Iowa
and
A parcel of land of 3.88 acres more or less on Seippel Road in the Dubuque
Industrial Center West Urban Renewal District of the City of Dubuque, as
shown on Exhibit A attached hereto, subject to survey and platting the cost
of which will be paid by Buyer
(together, Real Estate)
together with any easements and appurtenant servient estates, but subject to the
following:
a. any zoning and other ordinances;
b. any covenants of record;
c. any easements of record for public utilities, roads and highways located
on the Real Estate.
SECTION 2. PURCHASE PRICE.
2.1 The Purchase Price for the Real Estate shall be $3,320,000 and shall be paid as
follows:
(1) $1,320,000 at the time of closing on the Closing date described in Section 5
hereof (of which $660,000 shall be retained by Seller), and the balance of
$2,000,000 as follows:
(2) $300,000 on or before the 1st day of July, 2018, $300,000 on or before the
1st day of July of each year thereafter for five (5) years, and the balance of
$200,0000 on or before July 1, 2024.
2.2 The Purchase Price (less the $660,000 retained by Seller) shall be for Demolition
Costs for the Redevelopment Property as such terms are defined in the Redevelopment
Project Agreement by and among the City o
1 Dubuque Iowa, Dubuque Initiatives, and
Flexsteel Industries, Inc., dated the day of 1 , 2017 (Redevelopment
Agreement). /
051117ba1
(1) In the event that the Redevelopment Property is sold prior to the payment
by County of all Purchase Price payments to City, after payment by and
reimbursement of Dubuque Initiatives (Initiatives) from the City Escrow as
provided in the Redevelopment Agreement of all Reimbursable Expenses and
Costs and Recurring Expenses (as such terms are defined in the Redevelopment
Agreement), County may discontinue such Purchase Price payments to City.
(2) In the event that all structures on the Redevelopment Property are
properly demolished, as determined by agreement of Initiatives and City, and
prior to the payment by County of all Purchase Price payments to City, County
shall be required to pay to City only such funds as are necessary for payment by
and reimbursement of Initiatives from the City Escrow as provided in the
Redevelopment Agreement of all Reimbursable Expenses and Costs and
Recurring Expenses, pursuant to statements provided by City to County.
(3) In the event prior to the payment by County of all Purchase Price
payments to City, sufficient funds are received from grants or funds from sources
other than the parties to the Redevelopment Agreement for Demolition Costs as
provided in the Redevelopment Agreement, County shall be required to pay to
City only such funds as are necessary for payment by and reimbursement of
Initiatives from the City Escrow as provided in the Redevelopment Agreement of
all Reimbursable Expenses and Costs and Recurring Expenses, pursuant to
statements provided by City to County.
2.3 Buyer may prepay all or part of the balance owed under this Agreement at any
time without penalty.
2.4 Non -Appropriation.
(1) Notwithstanding anything in this Agreement to the contrary, the obligation
of County to pay any installment of the Purchase Price to City shall be an
obligation limited to currently budgeted funds, and not a general obligation or
other indebtedness of County or a pledge of its full faith and credit within the
meaning of any constitutional or statutory debt limitation, and shall be subject in
all respects to the right of non -appropriation by the Board of Supervisors of
County as provided in this Section. County may exercise its right of non -
appropriation as to the amount of the installments to be paid during any fiscal
year during the term of this Agreement without causing a termination of this
Agreement. The right of non -appropriation shall be exercised only by resolution
affirmatively declaring County's election to non -appropriate funds otherwise
required to be paid in the next fiscal year under this Agreement.
(2) In the event the Board of Supervisors of County elects to not appropriate
sufficient funds in the budget for any future fiscal year for the payment in full of
the installment due and payable in that future fiscal year, then County shall have
2
no further obligation for the payment of any installments due in that future fiscal
year which cannot be paid with the funds then appropriated for that purpose.
(3) The right of non -appropriation reserved to County in this Section is
intended by the parties, and shall be construed at all times, so as to ensure that
County's obligation to pay future installments to City shall not constitute a legal
indebtedness of County within the meaning of any applicable constitutional or
statutory debt limitation prior to the adoption of a budget which appropriates
funds for the payment of that installment or amount. In the event that any of the
provisions of this Agreement are determined by a court of competent jurisdiction
to create, or result in the creation of, such a legal indebtedness of County, the
enforcement of the said provision shall be suspended, and the Agreement shall
at all times be construed and applied in such a manner as will preserve the
foregoing intent of the parties, and no event of default shall be deemed to have
occurred as a result thereof. If any provision of this Agreement or the application
thereof to any circumstance is so suspended, the suspension shall not affect
other provisions of this Agreement which can be given effect without the
suspended provision, and to this end the provisions of this Agreement are
severable.
2.5 Subject to all of the terms and conditions herein.
SECTION 3. REAL ESTATE TAXES. Taxes for the fiscal year in which the closing
takes place shall be paid by Seller prorated to the date of possession. Seller shall also
pay any unpaid real estate taxes for prior fiscal years.
SECTION 4. SPECIAL ASSESSMENTS. Seller shall pay all special assessments
which are a lien as of the date of closing.
SECTION 5. POSSESSION AND CLOSING. If Seller timely performs all obligations,
and all contingencies are met or waived, possession of the Real Estate shall be delivered
to Buyer on or before August 1, 2017 (the Closing Date), or such other date as the parties
may agree in writing.
SECTION 6. ABSTRACT AND TITLE. Seller, at its expense, shall promptly obtain an
abstract of title to the Real Estate continued through the date of acceptance of this
Agreement which shall show merchantable title in Seller in conformity with this
agreement, Iowa law and Title Standards of the Iowa State Bar Association. At the
closing, the abstract shall become the property of the Buyer. Seller shall pay the costs of
any additional abstracting and title work due to any act or omission of Sellers.
SECTION 7. DEED. At the closing, Seller shall convey the Real Estate to Buyer, by
Warranty Deed.
SECTION 8. TIME IS OF THE ESSENCE. Time is of the essence in this contract.
3
SECTION 9. REMEDIES OF THE PARTIES. The sole remedy of both Buyer and
Seller in the event of default is for breach of contract. Judgment for costs and attorney
fees may be as permitted by law.
SECTION 10. TIME FOR ACCEPTANCE. If this Agreement is not accepted by Seller
on or before Noon on June 5, 2017, it shall be void.
SECTION 11. OTHER PROVISIONS.
11.1 This Agreement is subject to final approval by the City Council in its sole
discretion.
11.2 Buyer, its counsel, accountants, agents and other persons authorized by Buyer,
shall have full and continuing access to the Real Estate and all parts thereof, upon
reasonable notice to Seller for the purpose of inspecting, surveying, engineering, test
boring, performance of environmental tests and such other work as Buyer shall consider
appropriate, provided that Buyer shall hold Seller harmless and fully indemnify Seller
against any damage, claim, liability or cause of action arising from or caused by the
actions of Buyer, 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 inquiries
of governmental agencies and utility companies, etc. and to make such feasibility
studies and analyses as Buyer considers appropriate.
11.3 Environmental Provisions.
(1) Seller warrants 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 Real Estate, the Real Estate does not contain radon gas,
asbestos or asbestos containing building materials, or urea -formaldehyde foam
insulation, and Sellers have done nothing to cause or allow contamination of the
Real Estate with hazardous wastes, substances, or pollutants. Seller warrants to
the best of its knowledge and belief that the Real Estate is not subject to any
local, state, or federal judicial or administrative action, investigation or order
regarding any environmental matter. Seller shall provide Buyer with a properly
executed Groundwater Hazard Statement showing no wells, solid waste disposal
sites, hazardous wastes, underground storage tanks, private burial sites or
private wastewater disposal systems on the Real Estate which shall be
considered a warranty and representation by Seller to Buyer.
(2) Following closing, should the Buyer learn that the environmental condition
of the Real Estate requires assessment and/or corrective action pursuant to
local, state or federal law, for matters first arising during the time period the Real
Estate was controlled by Seller, Seller shall take all action as may be required by
law to fully address the environmental condition and Seller shall indemnify and
4
hold harmless the Buyer from any claims and costs, including attorneys' fees and
consultants' fees, arising therefrom.
(3) The covenants and warranties in this Section shall survive closing.
11.4 Until ten (10) days prior to closing, Buyer shall have the right to terminate this
agreement if environmental issues exist on the Real Estate that Buyer determines in its
sole discretion do not permit Buyer to use the Real Estate for its intended use. Prior to
terminating this Agreement pursuant to this Section, Buyer shall offer Seller the
opportunity to remediate the Real Estate to the satisfaction of Buyer in its sole discretion
and at Seller's sole cost.
11.5 Buyer's purchase of Lot 4 of Dubuque Industrial Center South First Addition in the
City of Dubuque, Iowa is being undertaken pursuant to Iowa Code Section 403.12 in
order to facilitate a City urban renewal project. Buyer shall promptly transfer all right, title
and interest in and to such property to Flexsteel Industries, Inc. (or an affiliate thereof)
under the terms of the agreements described in Section 11.6 hereof, after which such
property shall be used solely for the purpose of constructing an industrial manufacturing
facility of not less than 250,000 square feet of floor space along with the necessary site
work, machinery, and equipment at an estimated cost of approximately $25,000,000.
11.6 The closing of the transaction contemplated by this agreement is subject to the
closing of all of the following transactions on or before the Closing Date and in the event
any of such transactions does not so close, then this agreement shall be null and void:
(1) That certain Offer to Buy and Acceptance dated the day of
, 2017, between Buyer and Flexsteel Industries, Inc. or an affiliate
thereof/elating to Lot 4 of Dubuque Industrial Center South First Addition in the
City of ubuque, Iowa;
(2) That certain Development Agreement Between the City of Dubuque, Iowa
and Flexsteel Industries, Inc. relating to the development of said Lot 4; and
(3) That certain Redevelopment Agreement as described in Section 2.2 hereof.
5
Dated: S — % 'J ) ,i
BUYER
DUBUQUE COUNTY, IOWA
By:
Ja ickham, Chairperson
6
THIS AGREEMENT IS ACCEPTED
Dated: rth/s--
SELLER
CITY OF DUBUQUE, IOWA
By:
Michael C. Van Milligen
City Manager
EXHIBIT A
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3
F--ER TO BU-"U,' REt=�L Ai,0D (d l'E PaG RE-Oa ENIT)
TO: Counly ov Dubuque, Iowa, Seiler
SECC`MH 'i. REAL ES a AaTE DESCd"UP11 H. Blue Steel 1031 LLC, an Iowa LLC
(Buyer), offers to buy all of Seller's right, title and interest in and to the real estate in
Dubuque County, Iowa, described as follows:
Lot 4 of Dubuque Industrial Center South First Addition in the City of Dubuque, Iowa as
shown as Exhibit B, pages 15-21 attached (the Real Estate)
-together with any easements and appurtenant servient estates, but subject to the
following:
a. Any zoning and other ordinances;
b. Any covenants of record;
c. Any easements of record for public utilities, roads and highways located on
the Real Estate.
SECTU®urfl 2. PURCHASE PRICE. The Purchase Price for the Real Estate shall be
$1,320,000 and due and payable upon closing.
SEC`'`TOM 3. REAL ESTATE T ES. Taxes for the fiscal year in which the closing
takes place shall be paid by Seller prorated to the date of possession. Seller shall also
pay any unpaid real estate taxes for prior fiscal years.
SECTIONI SPECIAL ASSESS i+IlEPOYS. Seller shall pay all special assessments
which are a lien as of the date of closing.
SECTIMu& 5. P®SSESS[IOH A, !D CLOSNN9G. If Seller timely performs all obligations,
and all contingencies are met or waived, possession of the Real Estate shall be
delivered to Buyer on or before August 1, 2017 (the Closing Date), or such other date
as the parties may agree in writing.
SECTi I]OM 6. ABSTRACT A.O-OD T."TLE. Seller, at its expense, shall promptly obtain an
abstract of title to the Real Estate continued through the date of acceptance of this
Agreement which shall show merchantable title in Seller in conformity with this
Agreement, Iowa law and Title Standards of the lowo State Bar Association. At the
closing, the abstract shall become the property of the Buyer. Seller shall pay the costs
of any additional abstracting and title work due to any act or omission of Sellers.
SECTMr,l 7e DEED. At the closing, Seller shall convey the Real Estate to Buyer, by
Warranty Deed.
051217
SEC 110H 8. DUE D11L[1GL'E'r,.10E wL-%`u"E'R[1AL.S. Within thirty (30) days following the
execution of this Agreement, the Seller shall deliver the following applicable due
diligence materials to Buyer: an abstract, plat, and evidence of insurance.
SE u IOi0 9. REMEDIES OF 6-hVI : PAR`ua E& The sole remedy of both Buyer and
Seller in the event of default is for breach of contract. Judgment for costs and attorney
fees may be as permitted by law.
SECT110H 110. 11(I E FOR ACCiEPT HCE. If this Agreement is not accepted by Seller
on or before Boon on June 5, 2017, it shall be void.
SEC7T110M `il'L ®TKER PROV00i,'S.
11.1 This Agreement is subject to the final approval by the Dubuque County Board of
Supervisors in its sole discretion.
11.2 Buyer, its counsel, accountants, agents and other persons authorized by Buyer,
shall have full and continuing access to the Real Estate and all parts thereof, upon
reasonable notice to Seller for the purpose of inspecting, surveying, engineering, test
boring, performance of environmental tests and such other work as Buyer shall consider
appropriate, provided that Buyer shall hold Seller harmless and fully indemnify Seller
against any damage, claim, liability or cause of action arising from or caused by the
actions of Buyer, 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 inquiries
of governmental agencies and utility companies, etc. and to make such feasibility
studies and analyses as Buyer considers appropriate.
11.3 Environmental Provisions.
A. Seller warrants 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 Real Estate, the Real Estate does not
contain radon gas, asbestos or asbestos containing building materials, or
urea-formaldehyde foam insulation, and Sellers have done nothing to cause
or allow contamination of the Real Estate with hazardous wastes, substances,
or pollutants. Seller warrants to the best of its knowledge and belief that the
Real Estate is not subject to any local, state, or federal judicial or
administrative action, investigation or order regarding any environmental
matter. Seller shall provide Buyer with a properly executed Groundwater
Hazard Statement showing no wells, solid waste disposal sites, hazardous
wastes, underground storage tanks, private burial sites or private wastewater
disposal systems on the Real Estate which shall be considered a warranty
and representation by the Seller to Buyer.
2
B. Following closing, should the Buyer learn that the environmental condition of
the Real Estate requires assessment and/or corrective action pursuant to
local, state or federal law, for matters first arising during the time period the
Real Estate was controlled by Seller, Seller shall take all action as may be
required by law to fully address the environmental condition and Seller shall
indemnify and hold harmless the Buyer from any claims and costs, including
attorneys' fees and consultants' fees, arising therefrom.
C. The covenants and warranties in this Section shall survive closing.
11.4 Until ten (10) days prior to closing, Buyer shall have the right to terminate this
Agreement if environmental issues exist on the Real Estate that Buyer determines in its
sole discretion do not permit Buyer to use the Real Estate for its intended use. Prior to
terminating this Agreement pursuant to this section, Buyer shall offer Seller the
opportunity to remediate the Real Estate to the satisfaction of Buyer in its sole discretion
and at Seller's sole cost.
11.5 The Seller's sale of Lot 4 of Dubuque Industrial Center South First Addition in the
City of Dubuque, Iowa, is being undertaken by Dubuque County pursuant to Iowa Code
Section 403.12 in order to aid or cooperate in the planning or the carrying out of an
urban renewal project within the City of Dubuque. Buyer represents, warrants and
covenants to Seller that its purchase of the Real Estate shall be solely for the purpose
of constructing an industrial manufacturing facility of not less than 250,000 square feet
of floor space, along with the necessary site work, machinery, and equipment at an
estimated cost of approximately $25,000,000. This warrant and covenant shall survive
closing.
11.6 The closing of the transaction contemplated by this Agreement is subject to the
closing of all of the following transactions on or before the Closing Date and in the event
any of such transactions does not so close, then this Agreement shall be null and void:
A. That certain Offer to Buy Real Estate and Acceptance between the City of
Dubuque and the Seller, relating to the Seller's purchase of said Lot 4;
B. That certain Development Agreement Between the City of Dubuque, Iowa
and Flexsteel Industries, Inc. relating to the development of said Lot 4; and
C. That certain Redevelopment Agreement Between and Among the City of
Dubuque, Iowa, Dubuque Initiatives, and Flexsteel Industries, Inc. relating to
the existing manufacturing facility operated by Flexsteel Industries, Inc. in the
City of Dubuque, Iowa.
D. Conveyance of Lot 4 of Dubuque Industrial Center South First Addition in the
City of Dubuque, Iowa by Buyer to Flexsteel Industries, Inc.
3
SECT lOH 'iZ SELLER'S OD !#4ARR,,,AdV°TllES, Seller has full
right, power and authority to enter into and perform all of the obligations required of
Seller under this Agreement. Seller has good and marketable title to the Real Estate.
There are no judgements outstanding and unsatisfied against the Real Estate. There is
no litigation at law or equity, or any other proceeding before any court, relating to the
Real Estate. Seller currently has insurance on the Real Estate and has not performed,
permitted or suffered any act or omission which would cause the insurance coverage
provided to be reduced or cancelled. leo violations of law regarding the Real Estate
prior to closing. All permits, licenses, authorizations, and certificates relating to the Real
Estate have been paid and are in full force and effect.
TFUHS AGREEMEP,! IT IIS ACCEa"3 ED
Dated: G/l LZc., 7 Dated: "T 3 '' 1
BM B9ERo 51lue &eel `MLLC SELLER: COUHIPY' OF DUBUQUE, 110@ri.QA
By: � .f. By:
Flexsteel lod"'stries Inc., Manager Jay Wi kham, Chairperson
Timothy E. Hall, SV Finance, CFO & Secretary
4
EXHIBIT B
PLAT
A copy of the Plat is on file in the Office of the County Recorder,
720 Central Avenue, Dubuque, Iowa 52001
Instrument No. 2014-00001397
19
4I+e PFNN+KY/ MA A4£
5
z
FINAL PLAT
DUBUQUE INDUSTRIAL CENTER SOUTH FIRST ADDITION IN THE CITY OF DUBUQUE, IOWA
v 41/4 CORNER LOT 1-1-2-
SEC.. 31 710 CAP LOT 1 1-1-2 OF
SEIPPE1 ROAD 4 Salts C N3it/4,
COMMERCIAL PARK 7187.58 56 E
r
0
CO
<nm
rt n
N- m
V z
J b
r4 t7
o
J 0
9
NW COR. LOT 1-1
SBT58'S6"W 646.42'
LOT 1-1-1-1-1-1 2 31
OF SW1/4-NW1/4, s.F
1274.12'
7107 I0_aLALE
587'58'29-W
227.94'
NW CORNER NE1/a-SW1/4
LOT 2
CAP N0. 13145 HILKIN ACRES
NS
(1
No•
LOT 1 �1P� SA9
21.29 ACRES F09-1` \°)
CA�
s1
.2>>455f
.g0.
LOT 2-1
SOUTH FORK IND. SUB. NO. 1
O CAP
N
V LOT B
0 7.37 ACRES
STORM WATER
MANAGEMENT
455.16*
55.16
57V07.00-14
07 00 964.E (9610092 05.5110.3
49.90
N79437.25-5 10 88 (1009.21")
/
509.26'
NOT T35S.2t
NORTH
GRAPHIC SCALE
0 200 400
LOT 2
15.47 ACRES
N11'46 52"W -�
SU9 NO. 7100.01'
C38
r- t}9. ,t0. C l_pT 4
h LOT 3 s 1 O 37'02
6.90 ACRES U51R1AL 0
31.29'
N SASH FORM Rt° ROW
NOT TO SCALE
_2 Q M1 �- PARTNERS LOT 4
..$31RD. 26.79 ACRES
O n
C
84311 S61933.04'E
124.10'
EL D.
o s�`pP LOT S
MATCH UNE SEE SHEET 3 OF Ib
=200'
DRAWING MAY HAVE BEEN REDUCED
NAIL_
RMAS-CONSTRUCTED
CONTOURS SEF. SHEETS
8 THROUGH 10.
UR P
FOROPOSED EASEMENTS
SEE SHEETS 5 THROUGH 7.
C,URVF LELIG.ki tt DIUS UP TA CHORD
C1 1590.49' 1050.00' 86'47'20" 7157'23'43"W
CIA 145.73' 10.50.00' 0T5707" N17'58'37 -W
C113 1444.76' 1050.00' 78'50'13- N51'22'1YW
C2 204.07' 250.00' 46'46'09" N391 0'32 -E
C3 1398.97' 1150.00' 69'41'59" 566'01'33"E
C3A 858.46' 1150.00' 42'46'47 S52'33.58E
C38 434.57' 1150.00' 21'39'03- 584'46'52"E
C3C 105.76' 1150.00' 0516'09" N81'45'30'E
�1 4RQ LL190Ji
1442.74'
145.61'
1333.46'
198.45'
1314.29'
838.84'
413.98'
105.72'
IIL
�.•.v� inAT Ho.51-1.-13
?ert o- i
I,
, , 2
..uri'x1�:u-t.�p�UM'Wnra M1
Number: 2014-00001397 Sect 2
FINAL PLAT
DUBUQUE INDUSTRIAL CENTER SOUTH FIRST ADDITION IN THE CITY OF DUBUQUE, IOWA
/-- NW CORNER SW1/4-SW1/4 SEC. 31
/ NO CAP MATCH DINE SEE 7 OF 10
•x.4`417, LOT 2
>O
9
rn 7i>'e_. \ W
N
I so
LOT 5
12.66 ACRES
L21
4.2
0
L1g - r L18
706• 03: J F <7
LOT 3 N
6.90 ACRES ;c1
P
N g LOT 4
S
0 N 26.79 ACRE
Z
N86'22'13'E (^ 5
I U41 5/4 ,,2.
433.49' t' tI, SO�,..
\ 1—a • 15
O to '�� Si
\ \ _1N
S. 43 5?
�.. \ NL 246.5g. `SROT)1'02'W 420.28'
/-T17188'0B99'W 395.
0
( W)Lzi
(N86'53'12'W 383.78') I91:711
w
rL EXISTING 30' SANITARY v4i
-�
N-
.''0:::: -P1
\ \ SEWER EASEMENT PER w
a6 0�}, \ RECORD DOC. p7084-00 z
/ 1l 1 El `\ s �I
584'13'S6'E .6.yi
--es,
SUB. NO. OGgSS0NO SO \ \'�
SZONE A EE NOTE 362.33• is '7,90' FORK 1t=OVSIEiLOT A 1 242Eg9Air pfR Cc.,ol,-` D \
1 \l',...,' or
o SOUm 80.84 ACRES ARD
\ STORM WATER MANAGEMENT /
COS ��� -M AND OPEN RECREATION ,
2014-C0001397 Seq 1
SW COR. SEG. 31
SW COR. LOT 1-2
LOT 1
LANDFILL NORTH SUBDIVISION
(S14'442327) ---...,4
(1114.9') (48.33')
587"58'3 '1,‘1
ZONE -AL
ZONE A FLOOD LIMITS PER NF1P FEMA FIRM NO.
19051C0332E EFFECTIVE DATE OF OCT. 18. 2011
CURVE 1 FNGILL R8D1U5. DELIA CHORD CHORD_LE80J1I
C4 88.58' 83.50' 60'46'50" N28'56'54W 84.48'
C5 62.72' 58.50' 61'25'41- N28'37'28 -W 59.76'
N 1/4 CORNER
SEC. 6, T8814, R2E
587'41'33'W 743.66'
LOT 1-2-1 N1/2 OF
1915.23' SEC. 6, 188N, R2E
SWI/4 OF NW1/4 OF LOT 1 OF SW1/4
OF NWi/4 ALL IN SEC. 6, 188N. RZE
AND 10T 2 LANDFILL NORTH SUBDIVISION
�li1:91411i>�
NORTH i
- u,,..NOTE' �FOR AS -CONSTRUCTED GRAPHIC 200 400
CONTOURS SEE SHEETS SCALE
8 THROUGH 10. �� .,rte
dO7Ec 1' = 200'
FOR PROPOSED EASEMENTSI DRAWING MAY HAVE BEEN REDUCED
SEE SHEETS 5 THROUGH 7.
sopoproopo
hR)) MX JI -u-1.1
n2.a POO. 1101.3 n -a
vfrrVw Ivy
a
RESOLUTION NUMBER l /
WHEREAS, Dubuque County held a Public Hearing on May 30, 2017 regarding the proposed
sale and conveyance of Dubuque County owned real property described as Lot 4 of the Dubuque
Industrial Center South First Addition in the City of Dubuque, Iowa to Blue Steel 1031 LLC;
and
WHEREAS, Dubuque County has been presented with an Offer to Buy Real Estate and
Acceptance(the Agreement) from Blue Steel 1031 LLC to purchase Dubuque County owned Lot
4 of the Dubuque Industrial Center South First Addition in the City of Dubuque, Iowa
NOW THEREFORE BE IT RESOLVED, that Dubuque County approves and authorizes the
Chairperson to sign the Offer to Buy Real Estate and Acceptance(the Agreement) from Blue
Steel 1031 LLC to purchase County owned Lot 4 of the Dubuque Industrial Center South First
Addition in the City of Dubuque, Iowa for the purchase amount of$1,320,000.
Jay Wi am, Chairperson
Dub ue County Board of Supervisors
Approved: May 30, 2017
Attest:
Mary f H bel
Dubuque County Deputy Auditor
MEETI O OF
MAY 3 0 2.0'17
DUSUOL—E COUNTY
BOARD OF SUPERVISORS
RESOLUTION NUMBER / /31
l
WHEREAS, Dubuque County has been presented with approve Offer to Buy Real Estate and
Acceptance (the Agreement) from the City of Dubuque, described as Lot 4 of Dubuque
Industrial Center, South First Edition in the City of Dubuque, Iowa and a parcel of land 3.88
acres, more or less, on Seippel Road in the Dubuque Industrial Center, West Urban Renewal
District of the City of Dubuque, Iowa.
NOW THEREFORE BE IT RESOLVED THAT the Dubuque County Board of Supervisors
approves and authorizes the Chairperson to sign the Offer to Buy Real Estate and Acceptance
(the Agreement) from the City of Dubuque, described as Lot 4 of Dubuque Industrial Center,
South First Edition in the City of Dubuque, Iowa and a parcel of land 3.88 acres, more or less, on
Seippel Road in the Dubuque Industrial Center, West Urban Renewal District of the City of
Dubuque, Iowa.
L
Jay WicIFliam, Chairperson
Dubuque County Board of Supervisors
Approved: May 15, 2017
Attest:
-,17)61,41- c!i
Mary Ti bel
Deputy Dubuque County Auditor
STATE OF IOWA {SS:
DUBUQUE COUNTY
CERTIFICATION OF PUBLICATION G
1, Suzanne Pike, a Billing Cleric for Woodward Communications, Inc., an Iowa corporation, publisher yl
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: May 19, 2017, and for which the charge is $35.50,
Flexsteel under,°the
to"rms `and conditions
"of,said Development
Agreement'and`Urban
Subscribed to before me, a Notary Public in and for Dubuque County, Iowa, agrid, alte' almbuntTof
this da Of 20� the Urban Renewal Tax
y 2 _ Increment 'Revenue
Grant obligatigns can
not,be determined°at
the present time,but is
CITY QF DUBUQUE, not expected to exceed
IOWA $410A 000
OFFICIAL NOTICE At>the meeting, the
NOTICE OFA,PUBLIC
HEA,RIhfG OF THE City„ Council • will
+CITY -;COUNCIL•. OF re'ceiye oral and
THE CITY 60',111061.1- wrrttgn oblections,from
QUE, IOWA;. k,,T,HE ' Otary Public In and for Du uque County, Iowa. any`.Eresidertt:;orpro-
INTENTTO`APPROVEperty owner of said
A DEVELOPMENT City, to then above
action.After ail objec-
AGREEINENT BE= tions' havebeen
TWEEN;THE CITY,OF !.
DUBUQUE AND FLEX- S received and consi-
dered the City"Council
EL
STE " INDUSTRIES, may`at this'mee'ting or
INC (FL7.EXSTEEL) j at.,any. adjournment I
AN, HE POS
AUTHORIZATION; OF PROED j thereof 'a;provo the';
URBAN": IRENMAL,jsvelopment,' Agree
TAX IINdREMENT.RE- a���� MAR`(K MEYERWESTERM1rYEment and authorize
such' Tax; Increment
VENUE.,OBLIGATIONS Commission Number 154 65 Revenue Grant: Obli-
RELATING T,(IERETO Feb, ,202 gations orabandon the
PUBLIC ,NOTICE.is My cpII1rYIISSiORXI1. proposal By:order of
harahv_nivan that tha J tiie'Cuy r 1U1 Saiu
City Council of the City hearing anil appeals
of-Dubuque,Iowa; will. therefrom shall beheld.,
hold ;a-.'public.,h I earing in accordance with and
on the 5th day of June, y
governed by the pro-
2017,at 6 00 p,m.ih the visions of Section 403.9
City Counal Cliambers
at;the Historic Federal ! of the Code ofowa.
Any visual or hearing
BuI, ,,ing 350 W..6th St., imp aired`persons need-
Dabuque lowa,< at
which,meeting the.,City ing special assistance
Council proposes to or persons with special
take action to approve accessibility` needs-
Pp should contacf the City
aDevelopment.Agree- Clerk's Office, at,(563)
ment between the City- 589-'4100 or TTY (563) j
of Dubuque and Flex 690 6678" atleast 48
steel, and .f6rr�the hours prior to the
authorization.,aq, exe- meetingo j
cution of the ;Devel-
opme'nt Agreement, This notice ithe by
and on the issuance of order of the City
Council of the City of
econom,is development Dubuque, Iowa, as
grants(Urban Renewal provided ''by Chapter=.
Tax• Increment Reve- 403 of the Code of
nue Grant Obligations) Iowa, I
described therein in
Dated this 19th day of;
order to carry,out the r May,2017:
p'urpo`ses 'and objec- Y Kevin S.Firnstanl
tives of the. Urban
Renewal :Plan,for the City Clerk of Dubuque,
DubuqudlntlustrialCen-
ter lEconomic 1t 5119 Revel-. �
opmeA District, ;;con
sisting of the funding
of .economic , de,veI
opment' grants to
STATE OF IOWA {SS:
DUBUQUE COUNTY
CERTIFICATION OF PUBLICATION
I, Suzamie Pikes a Billing Cleric 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: May 25, 2017, and for which the charge is $237.46.
Subscribed to before me, Notary Public in and for Dubuque County, Iowa,
this -�?00 day of , 20�.
Notary Public in and for Dubuque County, Iowa.
.e
�4�s�• MARY K WESTERMEYER
Commission Number 154885
o My Cbmmisel0n sxp. eb.1,2020
OFFICIAL NOTICE a w i EY I
NOTICE OF A PUBLIC HEARING '
OF THE CITY COUNCIL OF THE �a�+i
CITY OF DUBUQUE, IOWA, ON
k Zp
THE INTENT TO DISPOSE OF AN
INTEREST IN CITY OF DUBUQUE
REAL ESTATE PURSUANT TO �
AN OFFER TO BUY AND
CEPTANCE BETWEEN THE CITY ,
OF DUBUQUE AND DUBUQUE
COUNTY,IOWA -
PUBLIC NOTICE is hereby given
that the City Council of the City of
uepub-
lic
Dubuque, Iowa, will hold a
q Pub
K
lic hearing on the 5th day of June,
2017,at 6:00 p.m.in the City Coun-
cil Chambers at the Historic Federal
Building,350 W.6th St., Dubuque,
Iowa, at which meeting the City
Council proposes to take action on DUBUQUE INDUSTRIAL CENTER WEST 2ND ADDITION
the intent to dispose of an interest v
in City of Dubuque real estate,de- "'
' EXISTING LlJT
scribed as
Lot 4ofDubuque Industrial Center • LINE LOT C INDUSTRIAL
South First Addition in the City of CENTER ,VEST
Dubuque,Iowa
;and ��— � 2ND ADD.
A parcel of land of 3.88 acres
more or less on Seippel Road in the
Dubuque Industrial Center West Ur-
ban Renewal District of the City of }32L74J9
Dubuque, as shown on Exhibit A _.
attached hereto, subject to survey
and platting the cost of which will be `
paid by Buyer pursuant to an Offer
to Buy and Acceptance(the Agree- t v
- �i�Wr1I
between the City of Dubuque
and µ 1 i
and Dubuque County,Iowa. ;
a a�:
i
Under the Agreement, Dubuque -„ LOT � -"
Countywill conveyLot 4 of Dubuque 703031
INDUSTRIAL 4
Industrial Center South First Addi-
tion in the City of Dubuque,Iowa to CENTER WEST
, +, I,t� :
Flexsteel Industries,Inc.or an affili- PROPOU
2ND ADD.
ate of Flexsteel Industries,Inc.(Flex- ACRE LOT
steel)and Flexsteel will construct on
Lot 4 of Dubuque Industrial Center
South First Addition in the City of
Dubuque, Iowa certain Improve-
ments for a manufacturing facility
described in a Development Agree-
ment between the City of Dubuque,
Iowa and Flexsteel Industries,Inc.
At the meeting,the City Council will - s
N
receive oral and written objections
from any resident or property owner
of said City to the above action. Af-
ter all objections have been received
and considered, the City Council
may at this meeting or at any ad-
journment thereof,approve the sale
of the above-described Property to
Dubuque County. 9130357
Any visual or hearing impaired DATE FOR A PUBLIC HEARING AND PRO- Acceptance(the Agreement);subject to the ap- of the time and place of the meeting at which the the 5th day of June,2017,at 6:00 p.m.in the City
persons needing special assistance VIDING FOR THE PUBLICATION OF NOTICE proval of the City Council, pursuant to which City Council proposes to take action thereon and Council Chambers at the Historic Federal Build-
or persons with special accessibil- THEREOF City will convey the Property to County;County at which meeting the City Council shall receive ing,350 W.6th Street,Dubuque,Iowa.
ity needs should contact the City Whereas,the City of Dubuque,Iowa(City)is the will convey Lot 4 of Dubuque Industrial Center oral and/or written objections from any resident Section 3.The City Clerk is hereby directed to
Clerk's Office at (563) 589-4100 owner of the following real property(the Proper- South First Addition in the City of Dubuque,Iowa or property owner of said City to such proposed cause at least one publication to be made of a
or TTY(563) 690-6678 at least 48 ty); to Flexsteel Industries,Inc.or an affiliate of Flex- action. f said meeting, in a newspaper,printed
o
hours prior to the meeting. Lot 4 of Dubuque Industrial Center South First steel Industries,Inc.(Flexsteel),and Flexsteel will NOW THEREFORE,BE IT RESOLVED BY THnotice E wholly o the English language,published at least
Dated this 24th day of May,2017. Addition in the City of Dubuque,Iowa construct on Lot 4 of Dubuque Industrial Center CITY COUNCIL OF THE CITY OF DUBUQUE, once weekly, and having general circulation in
Kevin S.Firnstahl and South First Addition in the City of Dubuque,Iowa IOWA: said City,said publication to be not less than four
City Clerk of Dubuque,Iowa A parcel of land of 3.88 acres more or less on certain Improvements for a manufacturing facility Section 1.The City of Dubuque intends to dis- days nor more than twenty days before the date
RESOLUTION NO.182-17 Seippel Road in the Dubuque Industrial Cen- described in a Development Agreement between pose of its interest in the foregoing-described of said meeting on the disposal of the City's in-
INTENT TO DISPOSE OF AN IN- ter West Urban Renewal District of the City of the City of Dubuque,Iowa and Flexsteel;and Property by Deed to Dubuque County,Iowa pur- terest in the Property.
TEREST IN CITY OF DUBUQUE Dubuque,as shown on Exhibit A attached here- Whereas,the City Council has tentatively deter- suant to the proposed Agreement. Section 4.That the notice of the proposed ac-
REAL ESTATE PURSUANT TO to, subject to survey and platting the cost of mined that it would be in the best interests of City Section 2.The City Clerk is hereby authorized tion shall be in substantially the form attached
AN OFFER TO BUY AND AC- which will be paid by Buyer; to approve the Agreement for sale of the Property and directed to cause a notice to be published hereto.
CEPTANCE BETWEEN THE CITY and to County;and as prescribed by Iowa Code Section 364.7 of a Passed,approved and adopted this 15th day
OF DUBUQUE AND DUBUQUE Whereas, City and Dubuque County, Iowa Whereas, the Code of Iowa requires that the public hearing on the City's intent to dispose of of May,2017.
COUNTY,IOWA AND FIXING THE (County)have entered into an Offer to Buy and City Clerk publish a notice of the proposal and the foregoing-described Property,to be held on Roy D.Buol,Mayor
Attest:Kevin S.Firnstahl,City Clerk
1
Kevin Firnstahl
From:Tracey Stecklein
Sent:Monday, June 26, 2017 3:03 PM
To:Kevin Firnstahl
Subject:Flexsteel Site Access Agreement
Attachments:Site Access Agreement_FullyExecuted062617.pdf
Sensitivity:Confidential
Kevin, I will keep the original in our binder. A copy is attached for your file.
Thank you.
Tracey Stecklein
City Attorney's Office
Suite 330, Harbor View Place
300 Main Street
Dubuque, IA 52001-6944
Phone: 563.583.4113
Fax: 563.583.1040