Flexsteel Industries Termination of Redevelopment Project Agreement/Amendment to Purchase Agreement Copyrighted
October 7, 2019
City of Dubuque Action Items # 1.
ITEM TITLE: Flexsteel Industries Termination of Redevelopment Project
Agreement and Amendment to City-County Purchase
Agreement
SUMMARY: City Manager recommending approval of the Termination of
Redevelopment ProjectAgreement between and among
Flexsteel Industries Inc., Dubuque County, Dubuque
I nitiatives and the City of Dubuque and the Amendment to
Offer to Buy Real Estate and Acceptance between
Dubuque Countyand the Cityof Dubuque.
RESOLUTION Approving the termination of
Redevelopment ProjectAgreement byand among the City
of Dubuque, lowa, ("City"), Dubuque Initiatives,
("Initiatives"), Flexsteel Industries, Inc., ("Flexsteel"), and
Countyof Dubuque, lowa, ("County") (Collectivelythe
"Parties")
RESOLUTION Approving the Amendment to Offer to Buy
Real Estate and Acceptance between the City of Dubuque
and Dubuque County, lowa
SUGGESTED DISPOSITION: Suggested Disposition: Receiveand File;Adopt
Resolution(s)
ATTACHMENTS:
Description Type
Flexsteel Termination Agreement-MVM Memo City Manager Memo
Staff Memo Staff Memo
Resolution Approving Termination of Redevelopment Resolutions
Project Agreement
Termination of Redevelopment ProjectAgreement Supporting Documentation
Redevelopment ProjectAgreement Supporting Documentation
ResolutionApprovingAmendmenttoCity-County Resolutions
Purchase Agreement
Amendmentto City-County PurchaseAgreement Supporting Documentation
City-County PurchaseAgreement Supporting Documentation
Dubuque
THE CITY OF �
uI�AaMca cih
DuB E � �
I � � I
Maste iece on the Mississi i Zoo�•zoiz•zois
YP pp zoi�*zoi9
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Termination of Redevelopment Project Agreement between and among
Flexsteel Industries Inc., Dubuque Initiatives and the City of Dubuque
and
Amendment to Offer to Buy Real Estate and Acceptance between
Dubuque County and the City of Dubuque
DATE: October 3, 2019
Senior Counsel Barry Lindahl recommends City Council approval of the Termination of
Redevelopment Project Agreement between and among Flexsteel Industries Inc.,
Dubuque County, Dubuque Initiatives and the City of Dubuque and the Amendment to
Offer to Buy Real Estate and Acceptance between Dubuque County and the City of
Dubuque.
In 2017 the City of Dubuque, Dubuque Initiatives and Flexsteel entered into agreements
designed to accomplish three objectives: (1) build a new Flexsteel manufacturing facility
in Dubuque; (2) avoid the creation of a potential blight on Dubuque's north end; and (3)
facilitate the rehabilitation and reutilization of the Flexsteel property at 3200 Jackson
Street for new business development.
The first goal has been accomplished with the new Flexsteel manufacturing facility in
Dubuque's Industrial Center South.
The second goal is underway with environmental and demolition activity at 3200
Jackson Street.
Regarding the third goal, Flexsteel has decided to retain and redevelop the Jackson
Street property, rather than the original plan to transfer the property to Dubuque
Initiatives for redevelopment using financial assistance from the City, Dubuque County,
the State of lowa and Flexsteel.
To implement this change requires the parties to terminate the Redevelopment
Agreement for the property at 3200 Jackson. In addition to Flexsteel retaining the
property, the Termination Agreement releases the City, Dubuque County and the State
of lowa from their pledged financial assistance of approximately $3,000,000 dollars.
Additionally, the initial real estate sales agreement between City and Dubuque County
for the land purchased by Flexsteel to build its new facility needs to be amended. The
Amendment provides for the return of escrowed funds to the City and Dubuque County
which were originally targeted to support the redevelopment of 3200 Jackson.
These actions only relate to the 3200 Jackson Street property, and do not impact the
Development Agreement between the City and Flexsteel for the investment and job
retention at the new manufacturing facility in the industrial center.
The City has presently escrowed $660,000 for use at the 3200 Jackson Street property.
These funds will be released back to the City.
The escrow also includes $600,000 from Dubuque County for use at the 3200 Jackson
Street property. These funds will be released back to Dubuque County.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
1�.�1L1�W1 YiM+f7,�,Rrk.
Mic ael C. Van Milligen
MCVM:jh
Attachment
cc: Crenna Brumwell, City Attorney
Barry Lindahl, Senior Counsel
Teri Goodmann, Assistant City Manager
Cori Burbach, Assistant City Manager
Jill Connors, Economic Development Director
2
Dubuque
THE CITY OF �
AII�America City
U B E ��o���K�,.�,��
� � � ►
�
Maste iece on the Mississi i 2°°'*2°12+z°13
�P pp zoi�*zoi9
BARRY A. LINDAHL, ESQ.
SENIOR COUNSEL
MEMO
To: Michael C. Van Milligen
City Manager
DATE: October 1, 2019
RE: Termination of Redevelopment Project Agreement between and among
Flexsteel Industries Inc., Dubuque Initiatives and the City of Dubuque
And
Amendment to Offer to Buy Real Estate and Acceptance between Dubuque
County and the City of Dubuque
INTRODUCTION
The purpose of this memorandum is to request approval of the Termination of
Redevelopment Project Agreement between and among Flexsteel Industries Inc.,
Dubuque County, Dubuque Initiatives and the City of Dubuque and the Amendment to
Offer to Buy Real Estate and Acceptance between Dubuque County and the City of
Dubuque.
BACKGROUND AND DISCUSSION
In 2017 the City of Dubuque, Dubuque Initiatives and Flexsteel entered into agreements
designed to accomplish three objectives: (1) build a new Flexsteel manufacturing facility
in Dubuque; (2) avoid the creation of a potential blight on Dubuque's north end; and (3)
facilitate the rehabilitation and reutilization of the Flexsteel property at 3200 Jackson
Street for new business development.
The first goal has been accomplished with the new Flexsteel manufacturing facility in
Dubuque's Industrial Center South.
The second goal is underway with environmental and demolition activity at 3200 Jackson
Street.
Regarding the third goal, Flexsteel has decided to retain and redevelop the Jackson
Street property, rather than the original plan to transfer the property to Dubuque Initiatives
OFFICE OF THE CITY ATTORNEY DUBUQUE, IOWA
SUITE 330, HARBOR VIEW PLACE, 300 MAIN STREET DUBUQUE, IA 52001-6944
TE�EPHONE (563)583-4113/Fax (563)583-1040/Ennai� balesq@cityofdubuque.org
for redevelopment using financial assistance from the City, Dubuque County, the State of
lowa and Flexsteel.
To implement this change requires the parties to terminate the Redevelopment
Agreement for the property at 3200 Jackson. In addition to Flexsteel retaining the
property, the Termination Agreement releases the City, Dubuque County and the State
of lowa from their pledged financial assistance of approximately $3,000,000 dollars.
Additionally, the initial real estate sales agreement between City and Dubuque County for
the land purchased by Flexsteel to build its new facility needs to be amended. The
Amendment provides for the return of escrowed funds to the City and Dubuque County
which were originally targeted to support the redevelopment of 3200 Jackson.
These actions only relate to the 3200 Jackson Street property, and do not impact the
Development Agreement between the City and Flexsteel for the investment and job
retention at the new manufacturing facility in the industrial center.
BUDGETIMPACT
The City has presently escrowed $660,000 for use at the 3200 Jackson Street property.
These funds will be released back to the City.
The escrow also includes $600,000 from Dubuque County for use at the 3200 Jackson
Street property. These funds will be released back to Dubuque County.
RECOMMENDATION AND ACTION REQUESTED
I recommend that the City Council adopt the attached resolutions approving the
Termination of Redevelopment Project Agreement and Amendment to Offer to Buy Real
Estate and Acceptance.
cc Crenna Brumwell, City Attorney
BAL:tIs
Attachment
F:\Users\Laserfche Legal\Flexsteel 2016\MVM_FlexsteelTerminationAgreement_100119.docx
2
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
RESOLUTION NO. 366-19
APPROVING THE TERMINATION OF REDEVELOPMENT PROJECT AGREEMENT
BY AND AMONG THE CITY OF DUBUQUE, IOWA, ("CITY"), DUBUQUE INITIATIVES,
("INITIATIVES"), FLEXSTEEL INDUSTRIES, INC., ("FLEXSTEEL"), AND COUNTY
OF DUBUQUE, IOWA, ("COUNTY") (COLLECTIVELY THE "PARTIES")
WHEREAS, Flexsteel is the owner of the property described as follows:
Tax Parcel Numbers: 1011426003 (30.00 acres); 1011426004 (8.36 acres);
1013101001 (0.26 acres); and 1011427004 (0.83 acres); and 1013101002 (2.84
acres) (formerly referred to as 1014230001 (3.73 acres), and 1011426002 (1.44
acres), excluding a parcel of real estate at the Southeast corner of Flexsteel's
parking lot located at the Northeast corner of 32nd and Jackson Streets, Dubuque,
Iowa consisting of approximately 35,680 square feet and having a street address
of 3250 Jackson Street (American Trust branch), which is now known as Parcel
No. 1014230002), (collectively the "Property").
;and
WHEREAS, City, Initiatives and Flexsteel entered into that certain Redevelopment
Project Agreement regarding the Property dated May 15, 2017 (the "Redevelopment
Agreement"); and
WHEREAS, County is an intended Third Party Beneficiary to the Redevelopment
Agreement; and
WHEREAS, the Parties desire to terminate all obligations, liabilities, and benefits
under the Redevelopment Agreement in its entirety and to release and discharge each
other from further performance of the provisions of the Redevelopment Agreement.
NOW, THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA AS FOLLOWS:
Section 1. The Termination of Redevelopment Project Agreement is hereby
approved.
Section 2. The Mayor is hereby authorized and directed to sign the Termination of
Redevelopment Project Agreement on behalf of the City of Dubuque.
100219ba1
Passed, approved and adopted this 7th day of October 2019.
Attest:
Kevin Firnsta 1, CMC, City Clerk
7
Jac"A. Rios, Mayor Pro Tem
F:\Users\Laserfiche Legal\Flexsteel 2016\Resolution Approving Termination of Redevelopment Project Agreement_100219.docx
2
RESOLUTION NUMBER 11 - q 8
WHEREAS, Dubuque County and the City of Dubuque, Iowa entered into an Offer to Buy Real
Estate and Acceptance, accepted by the City of Dubuque on June 5, 2017 for real estate
described as Lot 4 of Dubuque Industrial Center South First Addition in the City of Dubuque,
Iowa; and
WHEREAS, the intent of Dubuque County and the City of Dubuque was that Lot 4 of Dubuque
Industrial Center South First Addition in the City of Dubuque, Iowa would be sold by Dubuque
County to Flexsteel Industries, Inc. and developed pursuant to the June 5, 2017 Development
Agreement between the City of Dubuque and Flexsteel Industries, Inc.; and
WHEREAS, the parties to the Redevelopment Agreement have elected to terminate all rights and
obligations in the Redevelopment Agreement including the redevelopment of the Flexsteel
Redevelopment Property pursuant to the Termination of Redevelopment Project Agreement by
and among the City of Dubuque, Iowa, Dubuque Initiatives, Flexsteel Industries, Inc., and
County of Dubuque, Iowa; and
WHEREAS, Dubuque County and the City of Dubuque agree that Dubuque County should no
longer be obligated to make the payments required by Section 2.1(2) of the original Offer to Buy
Real Estate and Acceptance
NOW, THEREFORE BE IT RESOLVED that the Dubuque County Board of Supervisors
approves and authorizes the Chair to sign the Amendment to Offer to Buy Real Estate and
Acceptance and Termination of Redevelopment Project Agreement.
Resolution adopted this 14th day of October, 2019.
Attest:
Mary J. Habel
Dubuque County Deputy Auditor
David J Baker, 9$airperson
Dubuque County Board of Supervisors
TERMINATION OF REDEVELOPMENT PROJECT AGREEMENT
THIS TERMINATION OF REDEVELOPMENT PROJECT AGRE EIyT (this "Termination
Agreement"), dated for reference purposes the -tfi day of () %-r-- , 2019, is
made by and among THE CITY OF DUBUQUE, IOWA, a Municipality ("City"), established pursuant to
the Iowa Code and acting under authorization of Iowa Code Chapter 403, as amended (Urban Renewal
Act), DUBUQUE INITIATIVES, an Iowa not for profit corporation ("Initiatives"), FLEXSTEEL
INDUSTRIES, INC., a Minnesota corporation, with its principal place of business in Dubuque, Iowa
("Flexsteel"), and COUNTY OF DUBUQUE, IOWA, ("County") (collectively the "Parties") concerning
certain premises located in Dubuque, Iowa; to wit:
Tax Parcel Numbers: 1011426003 (30.00 acres); 1011426004 (8.36 acres); 1013101001 (0.26
acres); and 1011427004 (0.83 acres); and 1013101002 (2.84 acres) (formerly referred to as
1014230001 (3.73 acres), and 1011426002 (1.44 acres), excluding a parcel of real estate at the
Southeast corner of Flexsteel's parking lot located at the Northeast corner of 32nd and Jackson
Streets, Dubuque, Iowa consisting of approximately 35,680 square feet and having a street
address of 3250 Jackson Street (American Trust branch), which is now known as Parcel No.
1014230002), (collectively the "Property").
RECITALS:
WHEREAS, City, Initiatives and Flexsteel entered into that certain Redevelopment Project Agreement
regarding the Property dated May 15, 2017 (the "Redevelopment Agreement");
WHEREAS, County is an intended Third Party Beneficiary to Sections 2.2, 3.8, 4.1 and 4.2 of the
Redevelopment Agreement pursuant to Paragraph 8.3 of the Redevelopment Project Agreement;
WHEREAS, the Parties desire to terminate all obligations, liabilities, and benefits under said
Redevelopment Agreement in its entirety and release and discharge each other from further
performance of the provisions of the Redevelopment Agreement as of the date set forth below upon the
terms and conditions set forth herein.
AGREEMENT:
NOW, THEREFORE, notwithstanding anything to the contrary contained in the Redevelopment
Agreement, including, without limitation, any provision regarding the amendment or termination of the
Redevelopment Agreement, or the transfer, demolition, or remediation of the Property, and in
consideration of the Recitals set forth above, which are hereby incorporated by reference, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties hereby agree to terminate the Redevelopment Agreement under the following conditions:
1. Capitalized Terms. All of the foregoing recitals are true and correct. Unless otherwise defined
herein, all capitalized terms used herein shall have the meanings ascribed to them in the
Redevelopment Agreement.
2. Termination. As of the date in which all parties have approved and executed this Termination
Agreement (the "Effective Date"), the Parties hereby agree that all benefits, obligations and liabilities of
the Parties under the Redevelopment Agreement and otherwise relating to the Property shall cease
and terminate, and such Redevelopment Agreement shall have no further force and effect.
3. Cancellation of Third -Party Contracts. On or before the Effective Date, City and Initiatives shall
cancel all contracts between them and with any third -party with respect to the Property or the
Redevelopment Agreement, unless expressly assumed by Flexsteel. The parties shall cooperate to
identify and arrange for the termination or assumption of all outstanding third -party contracts related to
the Redevelopment Agreement by the Effective Date. Initiatives and City shall defend, hold harmless
and indemnify Flexsteel from and against any and all claims, damages or causes of action arising out of
the third -party contracts that are not disclosed to Flexsteel prior to the Effective Date, regardless of (i)
whether they are subsequently terminated, or (ii) subsequent assumption by Flexsteel, but in such
event, this obligation shall extend only to the date of such assumption, including, but not limited to,
reimbursement of any attorneys' fees, expert fees, court costs or other expenses incurred by Flexsteel
due to such claim or cause of action. Flexsteel shall defend, hold harmless and indemnify Initiatives
and City from and against any and all claims, damages or causes of action arising out of the third -party
contracts being terminated or assumed by Flexsteel pursuant to this Paragraph 3, including, but not
limited to, reimbursement of any attorneys' fees, expert fees, court costs or other expenses incurred by
Initiatives due to such claim or cause of action.
4. Reimbursable Expenses and Costs, and Recurring Expenses. The Parties have identified, pro-
rated, and mutually agreed upon all (a) Reimbursable Expenses and Costs (as defined in the
Redevelopment Agreement), (b) Recurring Expenses (as defined in the Redevelopment Agreement),
(c) such other charges, fees and expenses that are obligations of each party under the Redevelopment
Agreement or this Agreement ("Redevelopment Prorations"). The parties acknowledge that all
Redevelopment Prorations have been paid, except for those items identified on the attached Schedule
4, which is incorporated by this reference. The Redevelopment Prorations set forth on Schedule 4 shall
either be assigned/assumed/terminated and/or paid promptly, as indicated on Schedule 4, within thirty
(30) days of the Effective Date. Upon request of Flexsteel, City and Initiatives shall provide supporting
documentation related to Redevelopment Prorations. The Redevelopment Prorations owed by
Flexsteel may be paid directly by Flexsteel or applied to the Initiatives Escrow Funds balance. The
remaining balance of any Initiatives Escrow shall be refunded to Flexsteel, and the parties shall jointly
instruct the Escrow Agent to close the Initiatives Escrow. The City Escrow Funds, shall be closed and
returned as determined by the parties to such escrow account.
5. Mutual Releases. Subject to the provisions of Section 4 hereof: (a) all obligations of the Parties
under the Redevelopment Agreement shall, effective on and after the Effective Date, terminate and be
of no further legal force and effect, (b) City, County and Initiatives do hereby release and forever
discharge Flexsteel and its and its agents, employees, officers, directors, shareholders, attorneys,
subsidiaries, affiliates, parent companies, successors and assigns from any and all claims, liability,
obligations, damages, losses, demands, and causes of action arising under and pursuant to the terms
of the Redevelopment Agreement, effective on and after the Effective Date, and (c) Flexsteel does
hereby release and forever discharge City, County, and Initiatives and its and their successors and
assigns from any and all claims, liability, obligations, damages, losses, demands, and causes of action
arising under and pursuant to the terms of the Redevelopment Agreement, effective on and after the
Effective Date. The releases set forth in this Section 5 are intended as full settlements and
compromises of each, every, and all claims of every kind and nature.
6. Development Agreement Release. Notwithstanding anything to the contrary, the Parties
acknowledge and agree that with this Termination Agreement, and at the Effective Date, all references
or cross-references to the Redevelopment Agreement as a condition precedent in any other contract or
agreement between or among the Parties, including but not limited to the agreements referenced in
Paragraph 8.4 of the Redevelopment Agreement, are deemed to have been satisfied and discharged in
full; provided, however that in no event shall the release in this Paragraphs 6 alter or affect the Parties'
remaining rights and obligations under the "Development Agreement Between the City of Dubuque,
Iowa and Flexsteel Industries, Inc.", relating to the development of Lot 4 of Dubuque Industrial Center
South First Addition in the City of Dubuque, Iowa. Flexsteel and City confirm that the Development
Agreement dated June 5, 2017, shall remain in full force and effect.
7. Representations.
(a) Representations of City, Initiatives and County. Each of City, Initiatives and County hereby
represents to Flexsteel as follows:
(i) Authority. It has the full right and authority to enter into this Agreement and the
transactions contemplated herein; and the person signing this Agreement and any other
document or instrument contemplated hereby on behalf of such party is duly authorized to do
so. This Agreement and all other documents to be executed by each party in connection
herewith are legal, valid, and binding obligations of such party and are enforceable against the
signing party in accordance with their respective terms.
(ii) Performance of Obligations. The execution, delivery, and performance of its obligations
under this Agreement and the consummation of the transactions contemplated hereby (a) will
not result in a breach or violation of, or result in an acceleration of, any indebtedness under (or
adverse change in) any contract, agreement, or instrument to which it is a party or which affects
the Property or any portion thereof, and (b) do not require any consents, approvals, or
authorizations not previously obtained by it.
(iii) No Third Party Claims. It has done nothing which would give anyone a claim against the
Premises, and has paid for any and all work furnished to or related to the Property or,pursuant
to the Redevelopment Agreement.
(iv) No Outstanding Contracts. As of the Effective Date, City, County or Initiatives does not
have any outstanding contracts or agreements of any kind with agents, consultants, advisors,
salesmen, or brokers, for management, maintenance or other services or otherwise relating to
the Redevelopment Agreement or the Property which are not cancelable as of the Effective
Date, and which shall not be canceled as of the Effective Date, unless expressly assumed in
writing by Flexsteel.
(b) Representations of Flexsteel. Flexsteel hereby represents and warrants to City, County and
Initiatives as follows:
(i) Authority. Flexsteel has the full right and authority to enter into this Agreement and the
transactions contemplated herein; and the persons signing this Agreement and any other
document or instrument contemplated hereby on behalf of Flexsteel are duly authorized to do
so. This Agreement and all other documents to be executed by Flexsteel in connection
herewith are legal, valid, and binding obligations of Flexsteel and are enforceable against
Flexsteel in accordance with their respective terms.
(ii) Performance of Obligations. The execution, delivery, and performance of Flexsteel's
obligations under this Agreement and the consummation of the transactions contemplated
hereby (a) will not result in a breach or violation of, or result in an acceleration of, any
indebtedness under (or adverse change in) any contract, agreement, or instrument to which
Flexsteel is a party or which affects the Property or any portion thereof, and (b) do not require
any consents, approvals, or authorizations not previously obtained by Flexsteel.
8. No Assignment. The Parties represent and warrant to each other that it has not assigned or
transferred, or purported to assign or transfer, to any person, firm, or corporation whatsoever, any
claim, debt, liability, demand, obligation, cost, attorney's fees, expense, action, or cause of action
herein released.
9. Governmental Consents and Approvals. City, County, and Initiatives represent and warrant to
Flexsteel that no other person or entity is required to consent to this Termination Agreement as a
condition to its validity, except for such notices or approvals required by applicable law pertaining to
governmental agencies and subdivisions in the State of Iowa, including the City Council of the City of
Dubuque, and/or the Board of Supervisors of the County of Dubuque. Therefore, concurrently with the
execution of this Termination Agreement, and as necessary: (i) City shall deliver to Flexsteel all
necessary governmental approvals consenting to the Termination of Redevelopment Project
Agreement, and (ii) County shall deliver to Flexsteel all necessary governmental approvals consenting
to the Termination of Redevelopment Project Agreement.
10. Further Assurances. Each Party agrees, at any time and from time -to -time after the Effective
Date, to execute, acknowledge where appropriate, and deliver such further instruments and documents
and to take such other action as any other party may reasonably request in order to carry out the
intents and purposes of this Agreement; provided, however, that no party shall be required to execute
any instrument or document pursuant to this Paragraph 10 which would increase the liability or
obligations of such party over that provided for in this Termination Agreement and the instruments and
documents executed by such party pursuant hereto.
11. Default and Remedies.
(a) Events of Default. There shall be a default under this Agreement upon: (i) Failure to comply
with any term, obligation, covenant or condition contained herein; or (ii) Any warranty, representation
or statements made or furnished to either party by or on behalf of the other party proving to be false in
any material respect when made or furnished.
(b) Remedies. In the event any party defaults by failing to perform any of the conditions and
covenants contained herein, or any of its warranties or representations are breached or shall prove to
have been false or incorrect when made, the nondefaulting party may, without election, exercise all
rights and remedies available to it hereunder or as provided by law or in equity.
12. Complete Agreement. This Termination Agreement is only effective after due execution and
delivery by all Parties. This Termination Agreement contains the entire agreement of the parties
regarding the subject matter hereof. There are no promises, agreements, conditions, undertakings,
warranties or representations, oral or written, express or implied, among them, relating to this subject
matter, other than as set forth herein. This Termination Agreement may not be modified except by a
written instrument duly executed by the parties to this Termination Agreement.
13. Successors and Assigns. This Termination Agreement shall inure to the benefit of and be
binding upon the parties hereto, their heirs, successors and assigns, and their respective heirs,
personal representatives, successors and assigns.
14. Representation by Counsel. Each of the Parties hereto acknowledges that it has been
represented by counsel of its own choice throughout all of the negotiations which preceded the
execution of this Termination Agreement and in connection with the preparation and execution of this
Termination Agreement.
15. Conflict. In the event of a conflict between the terms and provisions of this Termination
Agreement and those contained in the Redevelopment Agreement, the terms and provisions of this
Termination Agreement shall control.
16. Unenforceable or Inapplicable Provisions. If any provision hereof is for any reason
unenforceable or inapplicable, the other provisions hereof will remain in full force and effect in the same
manner as if such unenforceable or inapplicable provision had never been contained herein.
17. Attorney's Fees. In the event either party shall file a suit, action or other proceeding to enforce
or declare any rights under this Termination Agreement or seek any damages resulting from a breach
hereof, the prevailing party in any such suit, action or other proceeding shall be entitled to its
reasonable attorney's fees and costs.
18. Counterparts. This Termination Agreement may be executed in counterparts, by original,
facsimile or electronic (i.e. "pdf") signatures, each of which is to be deemed an original, but all of which
constitute one and the same instrument. Where this Termination Agreement has been signed in
multiple counterparts, the signature page of such instrument may be detached and reattached to any
other which is identical in form.
19. Governing Law. The parties agree that this Termination Agreement shall be governed by and
construed in accordance with the laws of the State of Iowa.
20. Dispute Resolution.
(a) Mediation. If a dispute arises out of or relates to this Termination Agreement, or the breach
thereof, and if the dispute cannot be settled through negotiation, the parties agree to first try in good
faith to settle the dispute by Mediation administered by a mutually agreed upon mediator approved by
the Iowa State Bar Association (on its approved Mediator List) or the American Arbitration Association
(under its Commercial Mediation Procedures) before resorting to arbitration, litigation, or some other
dispute resolution procedure. Mediating fees shall be shared equally by the Parties. All sessions
and/or conferences will be held in Dubuque, Iowa. The mediation must take place prior to arbitration.
(b) Arbitration. If a dispute arises hereunder and such dispute cannot be settled through
negotiation or mediation, the parties agree to resolve the matter through binding arbitration.
(i) A single arbitrator engaged in the practice of law, who is knowledgeable about the
subject matter of this Termination Agreement and the matter in dispute, shall conduct the
arbitration under the then -current Commercial Arbitration Rules of the American Arbitration
Association ("AAA"), unless the Parties agree, in writing, otherwise. The arbitrator shall be
selected in accordance with AAA procedures from a list of qualified people maintained by the
AAA. The arbitration shall be conducted in Dubuque, Iowa and all expedited procedures
prescribed by the AAA rules shall apply.
(ii) Subject to Paragraph 17 above, until a final determination is made, each party shall bear
its own costs and attorneys' fees, and the parties shall share equally the fees and expenses of
the arbitrator. The arbitrator's decision and award shall be final and binding, and judgment upon
the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
(iii) If any party files a judicial or administrative action asserting claims subject to arbitration,
as prescribed herein, and the other party successfully stays such action and/or compels
arbitration of said claims, the party filing said action shall pay the other party's costs and
expenses incurred in seeking such stay and/or compelling arbitration, including reasonable
attorneys' fees.
(c) These procedures are the exclusive procedures for the resolution of all such disputes among
the Parties.
21. WAIVER OF TRIAL BY JURY; INJUNCTION. THE PARTIES EACH HEREBY WAIVE TRIAL
BY JURY OF ANY DISPUTE ARISING UNDER THIS AGREEMENT. IN ADDITION TO ALL OTHER
REMEDIES, FLEXSTEEL IS ENTITLED TO THE RESTRAINT BY INJUNCTION OF ALL VIOLATIONS
BY CITY, COUNTY OR INITIATIVES, WHETHER ACTUAL, ATTEMPTED OR THREATENED, OF
ANY COVENANT, CONDITION OR PROVISION OF THIS AGREEMENT.
IN WITNESS WHEREOF, City has caused this agreement to be duly executed in its name and behalf
by tis Mayor and attested to by its City Clerk, County has caused this Agreement to be duly executed in
its name and behalf by its duly authorized officer; and Flexsteel and Initiatives have caused this
Agreement to be duly executed as of the day and year first written above.
CITY OF DUBUQUE, IOWA
By: Jake A. Rios
Its: Mayor Pro Tem
DUBUQUE INITIATIVES
By: Do)las S. l tt�rS� w.a
Its: rbS;ckf1
FLEXTEELJNUSTRJIES, INC.
By: /4-L.vs D. 14A -"-t 1 L ; vi
Its: (h'i
CONSENT OF THIRD PARTY BENEFICIARY
Dated: October 7, 2019
Dated: lb ib t l 9
Dated: /0/1)21/1
The County of Dubuque, Iowa hereby joins this Termination Agreement for the purpose of
acknowledging its consent and approval of this Termination Agreement as stated above, and in its
capacity as an intended Third Party Beneficiary to Sections 2.2, 3.8, 4.1 and 4.2 of the Redevelopment
Project Agreement pursuant to Paragraph 8.3 of the Redevelopment Project Agreement.
C▪ o- unty of Du.`,que, Iowa
By: D pot Dated: /0 L/190 /
Its: C:IMa, CI LA, L°``"t'`i
Si..pe,r Seg S
SCHEDULE 4 TO TERMINATION OF REDEVELOPMENT PROJECT AGREEMENT
In reference to Paragraph 4 of the Termination of Redevelopment Project Agreement by and
among THE CITY OF DUBUQUE, IOWA, DUBUQUE INITIATIVES, FLEXSTEEL INDUSTRIES,
INC., and COUNTY OF DUBUQUE, IOWA, which incorporates this Schedule by reference, the
parties acknowledge the following:
None. All Redevelopment Prorations have been paid. No Redevelopment Prorations need to be
assigned/assumed/terminated and/or paid.
This Schedule 4 is to be attached to the Termination of Redevelopment Project Agreement at the
time of approval and signature by the Parties.
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
RESOLUTION NO. 367-19
RESOLUTION APPROVING AN AMENDMENT TO OFFER TO BUY REAL ESTATE
AND ACCEPTANCE BETWEEN THE CITY OF DUBUQUE AND DUBUQUE COUNTY,
IOWA
This Amendment to Offer to Buy Real Estate and Acceptance between Dubuque
County, Iowa - nd the City of Dubuque, Iowa, is dated for reference purposes the
day of y ,2019.
Whereas Dubuque County, Iowa and the City of Dubuque, Iowa entered into an
Offer to Buy Real Estate and Acceptance, accepted by the City of Dubuque on June 5,
2017, for the following -described real estate:
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
(the Real Estate)
; and
Whereas, the intent of Dubuque County and the City of Dubuque was that Lot 4 of
Dubuque Industrial Center South First Addition in the City of Dubuque, Iowa would be sold
by Dubuque County to Flexsteel Industries, Inc. and developed pursuant to the June 5,
2017 Development Agreement between the City of Dubuque and Flexsteel Industries,
Inc.; and
Whereas, the agreed-upon Purchase Price for the Real Estate in Section 2.1 of the
Offer to Buy Real Estate and Acceptance was $3,320,000 to be paid as follows:
(1) $1,320,000 at the time of closing on the Closing (of which $660,000 was to
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
100219baI
;and
Whereas, the Purchase Price in Section 2.1(2) of the Offer to Buy Real Estate and
Acceptance was to be for Demolition Costs for the redevelopment of property owned by
Flexsteel Industries, Inc. (the Flexsteel Redevelopment Property) pursuant to the
Redevelopment Project Agreement by and among the City of Dubuque, Iowa, Dubuque
Initiatives, and Flexsteel Industries, Inc., dated the 15th day of May, 2017 (the
Redevelopment Agreement) to which Dubuque County, Iowa is a third -party beneficiary;
and
Whereas, the parties to the Redevelopment Agreement have elected to terminate
all rights and obligations in the Redevelopment Agreement including the redevelopment of
the Flexsteel Redevelopment Property pursuant to the Termination of Redevelopment
Project Agreement by and among the City of Dubuque, Iowa, Dubuque Initiatives, Flexsteel
Industries, Inc., and County of Dubuque, Iowa, dated for reference purposes the 7th day of
October, 2019; and
Whereas, Dubuque County and the City of Dubuque agree that Dubuque County
should no longer be obligated to make the payments required by Section 2.1(2) of the
original Offer to Buy Real Estate and Acceptance.
NOW, THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA AS FOLLOWS:
Section 1. The Amendment to Offer to Buy Real Estate and Acceptance is
hereby approved.
Section 2. The Mayor is hereby authorized and directed to sign the Amendment
to Offer to Buy Real Estate and Acceptance on behalf of the City of Dubuque.
Passed, approved and adopted this 7th day of October 2019.
Jak6A. Rios, Mayor -Pro Tem
Attest:
Keli S. Firnstahl, CMC, City Clerk
F:\Users\Laserfiche Legal\Flexsteel 2016\Resolution Approving Amendment to City -County Purchase Agreement (Flexsteel)_100219.docx
2
AMENDMENT TO OFFER TO BUY REAL ESTATE AND ACCEPTANCE
This Amendment to Offer to Buy Real Estate and Acceptance between Dubuque
County, Iowa, a d the City of Dubuque, Iowa, is dated for reference purposes the
day of '), 2019.
Whereas Dubuque County, Iowa and the City of Dubuque, Iowa entered into an
Offer to Buy Real Estate and Acceptance, accepted by the City of Dubuque on June 5,
2017, for the following -described real estate:
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
(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
; and
Whereas, the intent of Dubuque County and the City of Dubuque was that Lot 4
of Dubuque Industrial Center South First Addition in the City of Dubuque, Iowa would be
sold by Dubuque County to Flexsteel Industries, Inc. and developed pursuant to the
June 5, 2017 Development Agreement between the City of Dubuque and Flexsteel
Industries, Inc.; and
Whereas, the agreed-upon Purchase Price for the Real Estate in Section 2.1 of
the Offer to Buy Real Estate and Acceptance was $3,320,000 to be paid as follows:
(1) $1,320,000 at the time of closing on the Closing (of which $660,000 was to
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;
and
100219baI
Whereas, the Purchase Price in Section 2.1(2) of the Offer to Buy Real Estate and
Acceptance was to be for Demolition Costs for the redevelopment of property owned by
Flexsteel Industries, Inc. (the Flexsteel Redevelopment Property) pursuant to the
Redevelopment Project Agreement by and among the City of Dubuque, Iowa, Dubuque
Initiatives, and Flexsteel Industries, Inc., dated the 15th day of May, 2017 (the
Redevelopment Agreement) to which Dubuque County, Iowa is a third -party beneficiary;
and
Whereas, the parties to the Redevelopment Agreement have elected to terminate
all rights and obligations in the Redevelopment Agreement including the redevelopment
of the Flexsteel Redevelopment Property pursuant to the Termination of Redevelopment
Project Agreement by and among the City of Dubuque, Iowa, Dubuque Initiatives,
Flexsteel Industries, Inc., and County of Dubuque, Iowa, dated for reference purposes the
7th day of October, 2019; and
Whereas, Dubuque County and the City of Dubuque agree that Dubuque County
should no longer be obligated to make the payments required by Section 2.1(2) of the
original Offer to Buy Real Estate and Acceptance.
NOW, THEREFORE IT IS AGREED BY AND BETWEEN THE PARTIES AS
FOLLOWS:
Section 2.1 of the Offer to Buy Real Estate and Acceptance is amended to read
as follows:
2.1 The Purchase Price for the Real Estate shall be $1,320,000 and shall be
paid as follows:
(1) $1,320,000 ($60,000 per acre for 22 usable acres) at the time of closing on
the Closing date described in Section 5 hereof, receipt of which is hereby
acknowledged by City; and
(2) $0 per acre for the 3.88 acres sold to County.
Dubuque County's previous payments to the City of Dubuque pursuant to Section 2.1(2)
of the original Offer to Buy and Acceptance of $300,000 on July 1, 2018 and $300,000 on
July 8, 2019, held in City's escrow account, shall be refunded to County with interest on
the amount of such refund from July 1, 2018.
BUYER SELLER
DUBUQUE COUNTY, IOW CITY OF DUBUQUE, IOWA
By:By: /
Michael C. Van Milligen
R \11 n, K-er r City Manager
Printed Name and Title %o -114- a c I
F:\Users\Laserfiche Legal\Flexsteel 2016\Amendment to City -County Purchase Agreement (Flexsteel) 100219bal.doc
2
REDEVELOPMENT PROJECTAGREEMENT
BY AND AMONG
THE CITY OF DUBUQUE, IOWA,
DUBUQUE INITIATIVES,
AND
FLEXSTEEL INDUSTRIES, INC.
THIS REDEVELOPME�T PROJECT AGREEMENT (°this Agreemenf'), daled
for reference purposes the/Jyday of�.� / t� 2017, by and among the City
of Dubuque, lowa, a municipality (City), established pursuant to the lowa Code and
acting under authorization of lowa Code Chapter 403, as amended (Urban Renewal
Act), Dubuque Initiatives, an lowa not for proft corporation pnitiatives), and Flexsteel
Industries, Inc., a Minnesota corporation, with its principal place of business in
Dubuque, lowa (Flexsteel).
WITNESSETH:
WHEREAS, ihe parties desire to formalize their understanding regarding the
redevelopment of a certain tract of land located in the City and County of Dubuque;
WHEREAS, the tract of land is more particularly described as follows (hereinafter
"ihe Property"): Tax Parcel Numbers:
• 1017426003 (30.00 acres)�,
• 1011426004 (8.36 acres);
• 1013101001 (026 acres);
• 1017427004 (0.83 acres); and
• 1014230001 (3J3 acres) excluding a parcel of real estate at the
Southwest corner of Flexsteel's parking Iot located at the Northeast corner
of 32ntl and Jackson Streets, Dubuque, lowa, consisting of approximately
35,680 square feet and having a streel address of 3250 Jackson Street
(American Trust brench).
(Complete legal description to be provided pursuant to absUact of title)
WHEREAS, Property was most recently used as an industrial facility by Flexsteel
who has entered into a Development Agreement to buitd a new industrial facility and
retain employment in ihe City and Counry of Dubuque;
WHEREAS, Flexsteel desires to donate the Property to Iniliatives, a not for profit
community development organization;
WHEREAS, the parties believe that the redevelopment and utilization of the
Property pursuant to this Agreement, and the fulfil6nent generally of this Agreement, are
in the vital and best interests of the citizens of the City and Counry of Dubuque and in
accord with the public purposes and provisions of the appiicable federal, state and local
laws and the requirements under which this AgreemeN is undertaken and is being
Redeoelopmenl Agrcemenl CityDll9css�ccl0?I I I�hnl
assisted;
WHEREAS, the parties have determined that this Agreement will remove a
potential source of brownfield and blight concems on the community's north-side and be
transformafional in scope by providing for the expansion of desirable uses both within
the urban core of the community and into the su«ounding counry�,
NOW, THEREPORE, 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. POSSESSION OF THE PROPERTY.
1.1 Flexsteel shall promptly provide Initiatives with a copy of all environmental
consulting or engineerinq reports, separate laboratory analysis reports, and other
material information and data received by Flexsteel regarding the enviromnental
condition of the Property, or which are otherwise received or generated pursuant to this
Agreement.
7.2 It is agreed that Flexsteel witl donate the Property to Initiatives. It is agreed that
upon completion of all appropriate inquiry and a mutually agreed upon Property
transition plan, and upon vacation of the Property by Flexsteel, Initiatives will accept title
to and possession of the Property and wi�l be the owner of the Property. In no event,
shali the period of time between Flexsteel's total vacation from the Property and
acceptance of title and possession of the Property by Initiatives exceed forty-five (45)
days. Provided, however, the transfer shall not occur earlier than six (6) months from
the date hereof to allow Initiatives to review the environmental aspects of the property
and obtain bids or proposals for the work required to be completed hereunder. Nothing
in this Agreement crea[es any ownership right or responsibility for the other parties, nor
do such parties accept any ownership right or responsibility. Initiatives shall control the
daily management and decisions regarding the redevelopment of the Property, but the
final sale or disposition of all or any portion of the Property shall require consent of all
parties.
1.3 Upon receipt of written notice from Initiatives accepting the donation, Flexsteel, at
its expense, shall promptly obtain an abstract of tide to the Property continued through the
date of notice of acceptance which shall show merchantable title held by Flexsteel in
conformi(y with lowa law and Title Standards of the lowa State Bar Association. Flexsteel
shall make every reasonable effort to promptly perfect title. If closing is delayed due to
FlexsteePs ina6ility to provide marketable title, this Agreement shall continue in force and
effect until either party rescinds this Agreement after giving ten (10) days written notice to
the other party. At the cbsing, the abstract shail become the property of Initiatives.
Flexsteel shall pay the wsts of any additional abstracting and title work due to any act or
omission of Rexsteel, including transfers by Flexsteel or its assignees. A1 the closing,
Rexsteel shall convey the Property to hiitiatives by Warranty Deed, free and clear of all
liens, restrictions, and encumbrances. General warranties of the title shall extend to the
time of delivery of the deed excepting liens and encumbrances suffered or permit�ed by
Initiatives. The warranly deed shall contain a covenant providing that the Property may
not be uszd for any use less intense than the Light Industrial zoning designation under
City's applicable zoning ordinances unless ihe proposed owner or user of the Properly
agrees to pay any and all costs incurred due to the less intense use, including but not
limited tq any additional Environmental Remediation Costs.
1.4 City will not, and Flexsteel will not after conveyance of the Property to Initiatives,
under any circumstances accept ownership of the Property.
SECTION 2. FUNDING OF DEMOLITION AND REMEDIATION OF THE
PROPERTY.
2-1 From funds received by City from Dubuque County, lowa (the "County") from the
sale of property in Dubuque Industrial Center South First Addition (the "Developmen�
Property"), upon receipt of $1,320,000 Ciry shall conlribute $660,000 to an escrow
agent mutually agreed to by the parties (the "City Escrow AgenP'), to be held in escrow
(the "Ciry Escrow") for a period of 10 years or until the Cily Escrow funds are fully
expended pursuant to the terms of this Agreement.
22 From additional f�mds received by City from the County from the sale of the
Development Property in the amount of and upon receipt of $300,000 per year from the
Counfy, City shall contribute $300,000 a year for a period of six (6) years to the City
Escrow and a final payment in the seventh year of $200,000. The City payment shall
wmmence on or before July 1, 2018, and shall continue on the 1s` day of July of each
year thereafter until the total of such payments is $2,OOQ000; provided, however, as
follows:
A. In the event that lhe Property is sold prior to the payment by City of all
such funds to the Ciry Escrow, after payment 6y and reimbursement of Ini[iatives
from the City Escrow of all Reimbursable Expenses and Costs and Recurring
Expenses, City may discontinue such payments to the Ciry Escrow.
R. I.n fhP e�ie.n.t that all ctructi�res are groperly demolished as determined hy
agreement of Initiatives and City, and prior to the paymenl 6y City of all such
funds to the City Escrow, City shall be required to pay to Ihe Ciry Escrow only
such funds as are necessary for payment by and relmbursement of Initiatives
from Ihe City Escrow of all Reimbursable Expznses and Costs and Recurring
Expenses, pursuant to statements provided by Initiatives to City.
C. In the event prior to the payment by City of zll such funds to ihe City
Escrow, sufficient funds are received from grants or funds from sources other
than the parties to this Agreement or Dubuque County for Demolition Costs, City
shall be required to pay to lhe City Escrow only such funds as are necessary for
paymenl by and reimbursement of Initiatives from ihe City Escrow of all
Reimbursa6le Expenses and Cosls and Recurring Expenses, pursuant to
statements provided by Initiatives to City.
D. If any funds remain in the City Escrow upon the occurrence and
satisfaction of the conditlons in (A), (B), or (C), such remaining funds shall be
distributed as follows:
(1) To the City that percentage of the remaining funds equal to
$660,000, divided by the sum of $660,000 plus the lotal payments made
by City to the City Escrow under section 22 and
(2) The balance to Dubuque Coimty. For example, if the County
contributes $2,000,000, the formula would be $660,000/$2,660,000 equals
24.8°/ which is [he City share of such remaining funds and Dubuque
County gets the remainder of ihe funds.
2.3 The total of all City payments to the City Escrow shall be $2,660,000 ("Ciry
Escrow Funds").
24 Non-Appropriation.
A. Notwithstanding anything in this Agreement to the contrary, the obligation
of City to pay any installment to ihe City Escrow 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 wifhin ihe meaning of any constitutional
or statutory debt limitation, and shall be subject in all respects to the right of non-
appropriation by the Ciry Council of Ciry as provided in this Section. City may
exercise its right of non-approprialion as to the amount of the installments to be
paid during any fiscal year during the term of this Agreement without causing a
[ermination of this AgreemenL The right of non-appropriation shall be exercised
only by resoWtion affirmatively declaring Ciry's election to non-appropriate funds
othenvise required to be paid in the next fiscal year under this Agreement.
B. In the evenl the City Council of City elects to not appropriafe sufficient
fUncls in the bUdget for any fUhlre fisr.al vear fpr the nayment in full of fhe
installment due and payable in that future fiscal year, then Ciry shall have no
further obligafion for the payment of any installments due in that future fiscal year
which cannot be paid with the funds then appropriated for that purpose.
C. The right of non-appropriation reserved to Ciry in this Section is intended
by the parties, and shall be conslrued at all times, so as to ensure that City's
obligation to pay future installments to the City Escrow shall not constitute a legal
indebtedness of Ciry 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 amounl 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 leyal indebtedness of City, the
enforcement of the said provision shall be suspended, and the Agreement shall
at all times be construed and apptied 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
ihereof to any circumstance is so suspended, the suspension shalf no[ atfecl
other pwvisions of this Agreement which can be given effect without the
suspended provision, and to this end the provisions of this Agreement are
severable.
D. If City's non-appropriation is exercised any funds received by City (rom
Dubuque County and not contributed to ihe City Escrow must be returned to
Dubuque County.
2.5 The cost of demolition of structures on the Property, including the cost to survey,
remove, and dispose of any asbestos or other hazardous building materials [hat are part
of fhe structure, (the "Demolition Costs") shall be shared by City and Initiatives as
follows:
A. City's Share: Up to a maximum of $2,660,000 to be paid only ou[ of the
City Escrow Funds and only after depletion of the Initiatives Escrow Funds of
$2,66q000 which shall be provided by Flexsteel, as set forth below in Section
2.6. Funds from the City Escrow may be used only for Demolition Costs and to
pay Reimbursable Costs and Expenses and Recurring Costs of Initiatives.
B. In no event shall City's Share of ihe Demolition Costs exceed $2,660,000.
C. Any Demolition Costs in excess of the funds in the Initiatives Escrow and
the City Escrow (and any additional funds the parties may obtain for such
purposes) sha�l be paid by Initiatives.
D. Flexsteel's share of the Demolition Costs shall be limited to the amount of
the Initiatives Escrow. Flexsteel shall be responsible for any costs associated
wilh the review, removal or remediation of Hazardous Substances from the
Prnner(v �S rpn�ijrpr{ hy anv Fnvironmenfal I_ami excahf fnr rn5f5 rP.��le(1 tn
asbestos removal from any structures on the Property (the "Environmental
Remediation Cosis"). It is the parties' intent that Flexsteel shall be responsibie for
any and all subsurface Environmental Remediation Costs and shatl hold
harmless and indemnify City and Initiatives from and against any such costs.
E. Contingent upon ihe successful application and receipt of funding of up to
$1 ,000,000 from the lowa Economic Development Agency ('YEDA"), the parties
agree that up to $500,000.00 shall be available for use in any legally required
subsurface remediation of the Properry.
F. Initia�ives shall pay to the City Escrow Agent that AgenCs proper and
reasonable fees and expenses, which (ees and expenses may be paid from the
City Escrow as a Recurring Expense.
2.6 Flzxsteel shall fully fund an escrow accouni (fhe "Initiatives EscroW') with not
less than Two Million Six hundred and Sixty Thousand Dollars ($2,660,000) which shall
be available to reimburse Initiatives for all Reimbursable Costs and Expenses, including
Demolition Costs and Environmental Remediation Costs, and all Recurring Costs.
Flexsteel shall fund $50,000.00 of such escrow upon execution of this Agreement (for
use by Initiatives to pay costs and expenses associated with Initiatives' obligations
hereunder) and shall fund the balance of the Initiafives escrow at the closing on the
Property- The terms of the Initiatives Escrow and the identity of the Escrow Agent shall
be mutualty agreed by Initiatives and Flexsteel. Initiatives shali provide Flexsteel with
estimated budgets and proposed contracts related to the above-ground demolition and
remediation which, if approved in writing by Flexsteel, may be used by the Escrow
Agent for disbursements to Initiatives. Escrow Agent may require such reasonable
information and documentation as required �o verify expenditures. In the event
Flexsteel and Initiatives elect to proceed with Early Demolition Work, pursuant to
paragraph 3.6 below, prior to initiation of such work Flexsteel shall fund lhe Initiatives
Escrow with funds equal to one and one-half times the amount of any bid or estimate for
the Early Demolition Work. Any such funds paid shall be a portion of the $2,660,000.00
required to be paid hereunder.
2.7 In the event Initiatives applies for any funding sources for the environmental
review and environmental remediation of the Property, City and Flexsteel agree to
provide reasonable cooperation in the application process. Any agreement to accept
funding for environmental review or remediation of the Property shall be subject to the
approval of City and Flexsieel, both in their sole discretion. In no event, however, will
City or Flexsteel agree to any funding which requires ihat City or Rexsteel accept or
assume ownership of the Property. In no event will City agree to funding which requires
City to accept any environmental liability for the Properry.
SECTION 3. FUNDING THE ESCROW ACCOUNTS AND ADMINISTRATION OF
THE ESCROW ACCOUNTS.
3.1 The City ESr.row Aaent shall hold, in ar,r.ordance wi(h the (ermS and cnndifin.n.g
set forth in this Agreement, the City Escrow Funds for the purposes of (a) funding Ciry's
contribution, as set forth in Sections 2.1 and 22, of Demolition Cost incurred by
Inifiatives after May 1, 2017; and (b) paying to City that portion of the City Escrow
Funds, including all interest and earnings thereon, not used by Initiatives to pay City's
contribution to the Demolition Costs. Upon written notification of authorization to
disburse funds executed by City and Initiatives, the City Escrow Agent shail pay City
Escrow Funds directly to the party or parties in such amounts as are directed. On the
date ten (10) years followinq the date of initial contribution by City of $660,000 to the
City Escrow Fund, unless eariier released due to sale of the Property, the Escrow Agent
shall pay to City ihe remaining City Escrow Funds, and all interest or other earnings on
the City Escrow Funds.
0
3.2 The City Escrow Funds are deemed public funds of the City until disbursed to
Initiatives or other parties in accordance herewith. Accordingly said funds must only be
invested by the �scrow Agent in accordance with City policy for investment of public
funds. City guidance on approved investment parameters for the Escrow Agent to
follow are attached hereto as Exhibit A. Deviation from said guidance without prior
written approval of the City shall not be permitted.
3.3 Demolition Costs are only eligible for reiinbursemenl from the City Escrow Funds
within 10 years of the date of initial contribution by City of$660,000 to the City Escrow.
3.4 Any costs incurred by Initiatives or its successors that are reimbursed from any
federal or state programs, insurence, or any other third parties, are not eligible for
reimbursement from the City Escrowed Funds.
3.5 Initiatives shall demolish all structures and conduct above-ground remediation
on ihe Property with the costs thereof paid first from the Initiatives Escrow and then,
after lhe Initiatives Escrow Fund has been exhausted, from the Ciry Escrow Fund. Any
Demolition Costs in excess of the aggregate funds in [he Initiatives Escrow and the Ciry
Escrow (and any additionai funds obtained by the parties for such expenses) shall be
paid by Initiatives. Flexsteel shall then complete any under-ground environmental
removal and/or remediation required by law or any govemmenfal agency. Flexsteel
shall not be required to remediate the Property for any use other than light industrial
use. The warranty deed conveying the Properry to Initiatives shall contain a covenant
providing that the Property may not be used for any use less intense than the Light
Industrial zoning dzsignation under City's applicable mning ordinances unless the
proposed owner or user of the Property agrees lo pay any and ail costs incurred due to
the less intense use, including but not limited to, any additional Environmental
Remediation Costs.
3.6 It is the intent of the parties that demolition of structures by Initiatives shall degin
as soon as possible after the hansfer of title to the Property to Initiatives, and Ihat all
above-ground and undervground remediation shall be completed within ten (10) years
from the date of transfer of title. Initiatives shall hold Flexsteel harmless for any
Demolition Costs which exceed the investmenf made 6y FlexsfeeL Flexsteel shall hold
harmless and indemnify Initiatives from any Environmental Remediation Costs,
including any expenses associated with migration of pollutants on to or trom the
Property or any other required subsurface remediation work. Upon mutual agreement
by Flexsteel and Ini[iatives, Initiatives may access ihe Property after ihe execution
hereof and prior to vacation of the entirety of the Property and begin demolition of
certain agreed upon structures on the Properry ("Early Demolition Work"j. Any contracts
or other agreemenls related to Eariy Demolition Work shall be approved by Flexsteel
prior to commencement of work. In the event the parties mutually agree to proceed with
Eariy Demoiition Work Flexsteel agrees to indemnify Initiatives from and against any
damages, claims or causes of action that arise from or are in any way related to the
Early Demolition work, with the exception of any negligent, misrepresentation,
misconduct, or unlawful act of Initiatives.
3J To ihe extent that the demolition and above-gro�md remediation is completed
and funds remain in the Ini[iatives Escrow Fund, those funds may be used for any
under-ground rzmedia�ion required by law or any governmental agency. To ihe extent
that the demolilion and above-ground remediation is completed and no under-ground
remediation is required by law or any govemmental agency, any remaining funds in the
Initiatives Escrow Fund shall be returned by the Escrow Agent to Flexsteel.
3.8 Dubuque County shatl have the right to review and/or audit upon reasonable
notice and at its expense the City Escrow Fund, including Dubuque Initiative claims or
expenditures, with regard to ihe Property.
SECTION 4. SALE OF THE PROPERTY AFTER DEMOLITION AN�
REMEDIATION.
4.1 Initiatives shall market the Property for sale. Ciry and Dubuque County must
consent to any proposed sale of the Property, which consent shall not be unreasonably
withheld.
42 The net proceeds of the sale of the Property shall be distributed as follows:
A. City and the Dubuque County have entered into an Ofter to Buy and
Acceptance (lhe Purchase Agreement) dated the�`�day o� .�.r', 2017 for the
purchase of certain properry described in that Purchase Agr�ment. Fifty percent
(50%) of the net proceeds of the sale of the Properry shall be distributed to City
to be distributed by Ciry to County but not to exceed the Purchase Price paid by
County to City under the Purchase Agreement;
B. Seventeen percent (17°/) to City but not to exceed City's share of ihe
Demolition Costs paid out of the City Escrow Fund; and
C. The balance, if any, to Iniliatives.
4 3 If the net or�ceeds fr�m thP sale �f the Prr�nerty ara Insufficlent tn pay all
Reimbursable Expenses and Costs and Recurring Expenses incurred by Initiatives after
the exhaustion of the Initiatives Escrow Funds and the Ciry Escrow Funds, and any
other funds avaitable for such wsts, any development agreement between City and a
developer of ihe Property may include a provision that Ciry has agreed to share the tax
increment revenue generated from the Property with Initiatives to the extent needed to
extinguish any remaining expenses or debts so long as those expenses relate [o
environmental response activities, demolition, asbestos remediation, site preparafion,
infrastructure improvements including waler, sewer, roads, excavation of soils,
administrative, marketing and professional fees or other contemplated or eligible
expenses under one or more approved tax increment plans, and so long as the Properry
is adually generating tax revenues. However; any environmental liability for
environmental contamination which is the liabiliry of Rexsteel shall not receive
reimbursement through tax increment.
SECTION 5. RELEASE AND INDEMNIFICATION.
5.1 Except tor any negligence, misrepresentation, misconduct, or any unlawful act
of City or Initiatives, Rexsteel releases and shall indemnify, defend, and hold City and
Initiatives, their otficers, agents, and employees, hannless from any claim, demand,
suit, ac(ion, administrative action, cost, expense, or other proceedings whatsoever
arising from or related to the condition of the Property or any Hazardous Substance in
or on the Property that existed at the time Initiatives acquires the Properry.
52 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 goveming body member, officer,
agent, servant or employee of Ciry in their individual capacity thereof.
5.3 The provisions of this Section shall survive the termination of this Agreement.
SECTION 6. DEFINITIONS. For the purposes of this Agreement, fhe following
definitions sha�l apply�
6.1 "Environmental law" shall mean any and all federal, state and/or local laws,
regulations and legal requirements pertaining to (i) the protection of health, safety and
the indoor and outdoor environment, (ii) the conservation, management or use of
natural resources and wildlife, (iii) the protection, access to or use of surface water and
groundwater, (iv) the management, manufacture, possession, presence, use,
generatioq transportation, treatment) storage, disposal, Release, threatened Release,
abatement, removal, remediation or handling of, or exposure to, any Hazardous
Substance or (v) pollution (including, without limitation, any Release to air, land, surface
water and groundwater), and includes, without limita[ion, ihe Comprehensive
Environmental Response, Compensation, and Liabiliry Act of 1980, as amended by the
Superfund Amendment and Reauthorization Act of 1986; 42 U.S.C. 9601 et Sep.�, the
Solid Waste Disposal Ac[, as amended by the Resource Conservation and Recovery
Ar( pf ig7fi and iha Hazardnuc �nd $plid W2sie qmendments pf 19R4 42 US.C. 6901
et seq.; the Federal Water Pollution Control Act, as amended by the Clean Water Act of
1977, 33 U.S.C. 1251 et sep,; the Clean Air Act of 1966, as amended, 41 U.S.C. 7401
et sea.; the Toxic Substances Conirol Act of 1976, 15 U.S.C. 2601 et seq.; the
Hazardous Substances Transportation Act, 49 U.S.C. App. 7801 et sea.� the
Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. 651 et seq.; the
Oil Pollution Act of 1990, 33 U.S.C. 2701 et sea.� the Emergency Planning and
Community Right-to-Know Act of 1986, 42 U.S.C. 11001 et seq.; the National
Environmental Policy Act of 1969, 42 U.S.C. 4321 et seq.; Ihe Safe Drinking Wa�er Act
of 1974, as amended, 42 U.S.C. 300(f) et sea.�, Chapter 455B ot the lowa Code; any
similar, implementing or successor law to any of the foregoing and any amendment,
rule, regulation, order or directive issued ihereunder.
�
6.2 "Hazardous Substance" or "Hazardous Substances" shall mean any hazardous
or tozic substance, material or waste, which is or becomes regulated by any �ocat
government, the State of lowa or the United Slales GovemmenL It includes, without
limitation, any material or substance that is (i) defined as a "hazardous substance" or
"hazardous waste" under Chapter 4558, lowa Code, (ii) petroleum and petrolewn
products, (iii) asbestos containing materials in any form or condition, (iv) designated as
a "hazardous substance" pursuant to Section 311 of ihe Federal Water Pollution CoMrol
Act (33 U.S.C. § 1321), (v) defined as a "hazardous waste pursuant to § 1004 of the
Federal Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq., (vi)
defined as a "hazardous substance" pursuant to § 101 of the Comprehensive
Environmental Response, Compensation and Liability Act, U.S.0 § 9601 et seq., or (vii)
defined as a "regulated substance" pursuant to Subchapter IX, Solid Waste Disposal
Act (Regulation of Underground Slorage Tanks), 42 U.S.C. § 6991 et seq.] The term
"Hazardous Substance" shall not include any air emissions discharged into the
atmosphere as allowed by a duly issued permit from the applicable governmental
agency.
6.3 "Release" shall mean any spilling, migrating, seeping, leaking, pumping, pouring,
emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing of
any Nazardous Substance into the indoor or outdoor environment, including, without
limitation, the abandonment or discarding of barrels, drums, containers, tanks and other
receptacles containing or previously containing any Hazardous Substance and including
without limitation the migration of any Hazardous Substance onlo the Property from an
adjacent property.
6.4 "Reimbursable Exoenses and Costs" shall mean any and all costs incurred by
Initiatives in any way related to ownership, maintenance or improvement of the
Property, including; but not limited to, Demo�ition Costs and Environmental Remediation
Costs, any claims or causes of action related to the Property, and costs for removal of
buildings, foundations or other structures, costs of retained experts and attomeys' fees.
Reimbursable Expenses and Costs shall be paid by the respective Escrow Agent first
from the Ini[iatives Escrow Funds, and after the Initiatives Funds have been exhausted,
from the Ciry Escrow Funds, within thirty (30) days of receipt by the Escrow Agent of an
invpire lan�i any clipnnrfing �Inrumentati4n) frnm Initiaiives and a copy of Flexsteel'S
written consent, and, if the funds are to be paid from the City Escrow Funds, Clty's
written consent to the expense and payment thereof.
6.5 'Recurrinq Ezpenses" shall mean those reasonable expenses incurred by
Initiatives ihat are incurred in holding the Property and that do not relate to faking
physical actions, improvements or changes to the Property. Recurting Expenses shatl
expressly include any insurance premium or deductible costs, real estate taxes or
assessments of any kind, secunty for the Property and attorneys' fees incurred related
to the Property or this Agreement Recurring Expenses shall be paid to Initiatives from
the Initiatives' Escrow Funds or, if the Initiatives Escrow Funds have been exhausted,
the Ciry Escrow Rinds, by the respective Escrow Agent within thlrty (30) days of
submission by Initiatives of an invoice, and any reasonable documentation of the
expense requested by the Escrow Agent, related to such expense.
SECTION 7. EVENTS OF DEFAULT AND REMEDIES.
7.1 Events of Default Defined. "Events of DefaWC' w�der this Agreement and ihe term
"Event of DefaulP', whenever it is used in this Agreement, shall mean:
A Failure by Rexsieel to substantially observe or perform any material
covenant, condition, obligation or agreement on its part to be observed or
performed under this Agreement; or
B Failure by Rexsteel to substantially observe or perform any material
covenant, condition, obligation or agreement on its part to be observed or
performed under the Development Agreement.
72 Remedies on Default bv Flexsteel. Whenever any Event of Defaull referred to in
Section 7.1 of this Agreement occurs and is continuing, City or Initiatives, as specified
below, may lake any one or more of the following actions after the giving of written
notice by City or Initialives to Flexsteei and all other parties to this Agreement of the
Event of Default, but only if the Event of DefaWt has not been cured within sixty (60)
days following such notice, or if the Event of Default cannot be cured within sixry (60)
days and Flexsteel does not provide assurances to City or Initiatives that the Event of
De(aWt will be cured as soon as reasonably possible thereafter
A City or Initiatives may suspend its performance under ihis Agreement until
it receNes assurances from Flexsteel, deemed adequate by City or Initiatives,
that Flexsteel will cure its default and continue its performance under ihis
Agreement;
B Ciry or Initiatives may take any action, inGuding legal, equitable or
administrative action, which may appear necessary or desirable to collecl any
payments due under this Agreement or to enforce performance and observance
of any obligation, agreemenl, or covenant under ihis Agreement or to recover
any damaqes incurred due to such breach.
C City shall be entitled to recover from Flexsteel all amounts expended by
Ciry in conneclion with the funding of the Ciry Escrow Accouni, and City may take
any action, including any legal action it deems necessary, to recover such
amounts from Flexsteel. Initiatives shall be entitled to recover from Flexsteel all
amounts expended by Initiatives related to any default of Flexsteel herewider,
and may take any action, including any legal action it deems necessary, to
recover such amounts from Flexsteel.
7.3 No Remedv Exclusive. No remedy herein conferred upon or reserved to City or
Initiatives 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 Agreemenf or now or hereafter existing at law or in equity or by
i
statute. No delay or omission to exercise any right or power accruing upon any defautl
shall impair any such right or power or shall be construed to be a waiver lhereof, but
any such right and power may be exercised from time to time and as oiten as may be
deemed expedient.
7.4 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 breach so waived and shall not be deemed to waive any other
concurrent, previous or subsequent breach hereunder.
7.5 Aqreement to Pav Attomevs' Fees and Expenses. If any action at law or in
equity, induding 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 reasonable attomeys' fees and costs of litigation from the other party. Such
fees and costs of litiqation may be set by the court in the trial of such adion or by the
arbitrator, as the case may be, or may be enforced in a separate action brought for ihat
purpose. Such fees and costs of litigation shall be in addition to any other relief that
may be awarded.
7.6 Remedies on Default bv Citv. If City de(aults in the performance of this
Agreemeot, Flexsteel or Initiatives may fake 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 Flexsteel or Initiatives, or to enforce
pertormance and observance of any obligation, agreement, or covenant of City under
this AgreemenL Flexsteel or Initiatives may suspend performance under ihis
Agreement until it receives assurances from City, deemed adequate by Rexsteel or
Initia[ives, that City will cure its defaWt and continue its performance under this
Agreement.
77 Remedies on Default bv Initiatives. If Initlatives defa�tlts in the performance of
this Agreement, Flexsteel or Ciry may take any actioq induding legal, equitable or
administrative action that may appear necessary or desirable to collect any payments
due under this Agreement, to recover expenses of Flexsteel or Ciry: or to enforce
perfarmance and observance �f any obligation, agreemenL or covenant of Initlatives
under this Agreement. Flexsteel or City may suspend performance under this
Agreement imtil it receives assurances from Initiatives, deemed adequate by Flexsteel
or City, that Initiatives 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 requlres 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
If fo Flexsteel: Flexsteel Industries, Inc.
Attn: Chief Financial Officer
385 Bell Street
Dubuque, lowa 52001
Phone: (563) 556-7730
With copy to�.
Rexsteel Industries, Inc.
In-House Corporatz Counsel
385 Bell Street
Dubuque, lowa 52001
Phone: (563) 557-7730
I( lo City: Ciry Manager
50 W. 13th Street
Dubuque, lowa 52001
Phone: (563) 589-4110
Fax: (563) 589-4149
With copy to:
City Attomey
City Hall
50 W. 13th Street
Dubuque, lowa 52001
If to Initiatives: Douglas J. Horstmann, President
do Jill Connors
50 W. 13°1 Street
Dubuque, lowa 52001
With copy to:
Flint Drake
Drake Law Firm, PC
300 Main St., Suite 323
Dubuque, lowa 52001
or at such other address with respect to any party as ihat party may, from time to time
designate in writing and forward to the other as provided in this Section.
82 Bindinq Effect This Agreement shall be binding upon and shall inure to the
benefit of City, Initiatives, and Flexsfeel and their respective successors and assigns.
8.3 The Parties agree that Dubuque County, lowa is an intended Third Party
Beneficiary to Sections 22, 3.8, 4.1, and 4.2.
8.4 Subiect to Execution of Develooment Aqreement. This Agreement is subject to
the execution of (1) ihe Development Agreement by City and Flexsteei for the
development of Lot 4 of Dubuque Industrial Center South First Addition in the Cily of
Dubuque, lowa by not later than July 1, 2017, (2) an Offer to 8uy and Acceptance
Between the City of Dubuque and Dubuque Counry. lowa, (3) a purchase agreement
between Dubuque Counry, lowa and Fiexsteel Industries, Inc. or a wholly-owned
suhsidiary of Flexsteel Industries, Inc. and in the event that all such agreements are not
executed by such date, this Agreement shall be null and void without fur[her action o(
the parties.
8.5 Insurance. Rexsteel shall mainfain at all times during ihe term of this Agreemeni
all insurance on the Properry in effect as of the date of this Agreement unless and until
Initiatives takes possession and tiUe of the Property as provided in Section 1.
IN WITNESS WHEREOF, Ciry has caused this Agreement to be duly executed in
its name and behal( by its Mayor and attested to by its City Clerk and Flexsteel and
Initiatives have caused ihis Agreement to be duly executed.
CITY OF DUBUQUE, IOWA FLEXSTEEL INDUSTRIES, INC.
J /1 �
\ �
gy, h. �/ f,�c.� By:. -k..:.. £.
Roy �. B ol, Mayor Timothy . all, SVP Finance
�_
CFO and ecretary
By ���-t ;/ /_� i�
Kevii� �. Fimstahl� "
City Clerk
DUBUQUE INITIATIVES
\ �r�
BY� � 6"'/�-�'��---_,
Douglas:J.�-Norstmann, President
ia
i
EXHIBIT A
CITY INVESTMENT POLICY
�
CITY OF DUBUQUE, IOWA
INVESTMENT POLICY
REVISED JUNE 16, 2016
JEAN NACHTMAN
�,,
Table of Contents
I LI PURPOSE ........... ....,...... _............ . .... ........... ......... __.___....J9
i0 INVGSTMCN"fPOLICI ............. . . ......... ........_ ..........._......_19 I
;-0 SCOFC ............_ .._.....,_...... .................. _ _ ._.._....__.........19
......... ........
i.l PoolineaFFunds .,__....... . .... ..................17
d_0 GBNCRALOBIECTIVCS............. ............... .,.......,,,.. ..,....... ......_..........19
J.I Presa'ibed Level ofCredi� Risk ............. .. . . ...__...... ...._......... .,.,.,..19
—
J.2 Saleiv..... ...._....._. ................... . ............... ... ........__..19
5_3 Li uldil , .,.__.. ___...... ._ .. ......... . _20
........... ......... . . .. . ......._.__..
4.-0 YielA........ ................ .. ... . ..................?0
5-0 STANDARDSOFlli2C.........,_.. .. .. .............. ................. .._....... ............._......._?0
5-1 Prudence.... .._....... ..................... ........... __...............,.21
i.2 G�hicsandCon�liclsoflnteitst ._...._........ . . ........... ...___ .....__....__.21
S.i Del�ea�ionofAUHioritv._......._..._....................._.............,.......,........_...._..,......................_......'_I
6_0 LFGALAUTHORITY........................................____._..___.................._...._........................................11
7_0 INVESTMEVT AUTHORITY�WD 2ESPON5161LIT\'............... ................. ._...............,.1d
7.1 Leeal6xckernnid .......... ............_.. . . ..............,. ....._.._....... ,., ,. .._..._..........�J
7- Authoriry anA 2tsoonsibilnv r\ssieued..._. . ................. '
— ........____. .._..._..._.......,.._1
3.0 AUfI-IORIZED NVGSTi\IENT MSTRU;\IENTS ISeciion 126.IU(511......._............._......_....._...........2J
AJ Permiued Invcsouzn�s_.._. .. ................. .. .. ........... ............... ......................2a
R� ProhibilcA lirveslmcn[s...... . .__......_._.. .. ..._....__.. ..........__. ........._.............'_6
9.0 INVCSl1�ICNl'OPPIOvS ....___. ..... ............. ................ ... ...___. ., , ,.. . .,...,.....,...,.2G
IU.O PROPHSSION?.I, INVf:STMF,NTASgISTA\�CB............................................................................._...1G
10.1 Invesunem .�doisnrDtlintd .. ....._..... .. . . .............. ......._ ................_.1u
IU_' Cilv- IuveslmenlAdviwrRclatinnshii............................._.._.._..,.,.,.........._...._..,.,..................2G
IU3 Scicc[innol'InvcnmenlAJ�no __...... ..._............. .........___ . . .. ..................27
10.3 Inoutintn[ConsulmnlDelmed ...._..._ .__..... ____ ___.___...._'7
10.5 Stleclionol'Invcilinen[Cun�ultanl ......... ........_,,.,.,.. ... ..._.____, ...._...,......__.._27
ILO AUTIIORIlCUPINANCI,\LI�L:\LLIiS .\NDINSTITUTIONS... .................. ....__....__.'tl
II.I Selec�ionPmcess..........._. ........_ _____. ._............ ......___,._'3
17
113 FnanvinllnSYunionsvndl3rokcis/Dealea ,._,._..__.... __....,.,..__. .._..,.,_....___...2N
11.3 Finnncial Advisors nuA Cuaudivns '
_ ............ . . _ ........... ...........,. ...,..___.,...._..._R
11.4 InJr�emlc�nlAuJiior'sVeii�umm�...__.... ......... _.....__ ._. .. ..................?8
I?D COLLAI'L2ALIZAIIU� ....,.__._ .............._.. ....._........... __._._ .._...........19
IiA ��14SINIU\qMATUIii-I'ICS.......... ............... ............... ....__._. ..........__79
13J Oocrntinefunds-Avoll�ble �o'Sho't-Te� ilrvaslmeN._. ..._.,_,_ .,...___..,....�9
I;.3 Rescrvt and ConsRurtion Funds'-:\vailxble f'ur Lom%"fernt Inves�menl ...._...... ......................39
1d.0 SAP[KL[PINGANDCUSTODY_................._._..........._.................___....._...._...................._............19
IJ.I Delivery Versus Pavmen�_ ............. .........,__ ..._..__....... ......._........._.29
14'_ InvesrmzntSrcuritics._.._. ..._...... .. _..._.._...... .. ............. . .... . ................19
14.i Bondine... . ................. ,.,.,. . . . . .._'.9
150 DIVERSIFICATIOh .......... . . ................ . .. ... ..._ip
I6(1 MTERNALCONT20L5 _............ ................ .......... ...._,........ ........_..........30
17.0 RBPORTING ..._.._ ...__.......... ._...._._...... . ................ . . ............ ......,...,.,..;U
I8A ET7-IICSAWCONfLICI'OPINTFREST_........... . . . ............. .......... ..,.._...........30
IN
CITY OI' DUI3UQUC, IOWA
INVEST67G.NT POLICI'
i.o vuuros[
fhe pur7rose ol this invcstments�n�tinenl i9 m cslablish Ihe policy Ihsl Ilie CIty shull 1'ollow in prun�ule Ihc
responsi6le use o(public(imds�as inrome-em�ning resourtes. Tht sml�niunt will uutline�hc metliods,
proeeAurcs anA placlicts Ihn!Ihe Ciry� shnll fJllow in znrrving uu1 its invaslmrnl uttivilies-
2.0 IIVVF.STMCNTPOUCI'
It is tlit policy v(Iht Cip�ofDu6uqva lo inveu public funAs in n mminer whicl�will providt ftie m;telmmn
seeurity, mtiiNain necessary liquidi�q onJ obmin .�rrosona6le invesunem rewm,alI in accoidnncc wi�h
lowa stetutcs governing�he invesnuenl ofpublic(unds.
3A tiCOP6
l'hislnve4LmenlPoliayapplirs�oallfundsunderlhenianagen�entof[heCiryotDubuque. Thtfiind>are
necounled far in Ihe Ciry's Comprehensive Annual Plnenci�l 2epmt.
3.1 PoolineofFunAs
Cempt(ur cash in¢iYnin resb9eted and speclal �inids,Hie City of Dubuque �vill wnsolld�2 cush
balances F1'oin all fnnds�o iuunlinizc inveslment em'nIn^s- Invevnrenl incoine will bz allotatcd�o
various funds b�seA on[heir respecdve porlieipalion anA in necm�lance wifh geutnlly nccepled
accoumin�principles.
J.0 CCN6RaLOBJECTIA'GS
The prlmnry o�jectivzs, iu prionly orJeq oftLe City's invesunent nctivi[ias shall be safely, liquidily ond
yielJ.
d I Presa'i6ed Ltvel of Credit Risk
Acmrdtng�o Geneml Accouutine S�underds �oarA Slntemem NwuberAq paragrnphs G8 aud 69, Ihe
categorie5 oCcreAi�risf.thr iu��esunenls, depenJtnt on the no Wre a(Ihc investment and �he ausfodial
provisians ore-
• Deposiis ihot are��01 cnvereJ hy Jepesilory insw'vnce and ore(o)uncollaternliie�,�b�
colba�ervliztd �vl1h securirtes hclJ by Ihe pledeing flnauci:il insmution_or�q tolleterall[eJ with
seau Itics hcld by�he pltdginp Iln2nciul insblutiods trusl dcpamnrN or ijecN bW nul in Ihe
deposimrvgovammen�'d nnme
• Iuvesunem s'ecnriiies ihxi:rte un6uurccl,ure not rcglsrered in Ihe nameo(thceovrrninenl,nnd
aie held�y ei[htr(�) A�e tounlerpm'ty or(b��he mun�e�party's vuv drparunentor ogenl bu1 noi
iu�he guvrrnmcnCs mm�e_
Tlit Ciq'Tre;isurer/Fiuhnce Drteclurshall arrmiee solckeepiny procadurzs sn IIm1 invum�en6 nie ni3nrrl
or m�istrred,orzre helJ by Ihe Cily or ils n,eut in Ihe Ci1y's imint.
a.2 Sulilr
Snt'e1y ofprinnpal is Ilie foremov objectivcofthe invesmienl piva�n�. Inves�menis shEdl be
unAtrlal:en iu such a mtmner tbul steks�o ensure�he prestrva�iou o(cal��lul iu Ihe overull porlluliu.
"fhe objective will be lo mi�ign�e ePeAil i'isk ond intefcs�r�c risA.
n. Ciedil Rislc
Thc Ci�y�vil I niluiinizc the risl:of loss due m fhe fsi lure of lliz securlty issuar ur bncker_by
• LiinilinflinvaslilRillstotheYn(2sllypesofsecw'ities
• Pre-qualiFyiug tlie�inanciel insiiwiions, bmFedAealea, fn�erniedieries,anJ advlsors wilh
which Iha Ciiy will dn business
• Divcrsi(ying�he inveslmcm porlfolio so 16m polential losses on inAiviJualsacunlits will
be mininiized.
• An inves�mem shall be mled wilhin ILe�mo hi�hest dasslfcatiuns as esloblisheJ bynt
leasl mie ofihe i,Vine review servlces upproved by�he Superin[endent ol 6nnkine Ly Rule
mJapled pursu�nllo Chapler IIA.
b- Interes[Rale 2isk
The Ciry will ininimize tha rislc thatthe ninrket value nfsecm'i�ies in Ihe ponfolio a'711 (ull dua
fo changes in gentrullnlerestra[es,by�.
• S�rucluring Ihe inveslment ponfolioso Ihat sccurilies nmwfe Io mcet rnsh rayuiremen6
tbr ongoln�operadons,Ihereby Ervaidin�tLe nted to rel I secw'i lies ou tl2 optn ma�ket
�u'ioi lu mal�vi�y.
• Imestino opziatim' funds piimnrily in shorterv[erm sttnriliex, money morket inmiml
funds,or similm'invunnanl puols.
• InveAinginsevunlicswitliadjus�nblemupans.
i. Duration Risl�
• Less thnn or eyual Io sixyears
• Mann,ershould disclose dwn�ion ofpuilfolio on mouthly reports
• P�epaymeu[risk tor mortgo�ed baek securilies nceds ro be disclosed
d.i Liquidity
The invesYmen[porlFolio shall remain suRlciently I7qiuJ to meel all oper.mting Pnd capi�nl
require�nenls Ihal mny be reasonubly entiNpa�ed by sfine�uring Ihe porlfolio so Ihnt securities
maWre conew'ien�wilh cash needs lo niezl niilicipcired demonds_ Furthtrn�ore,sinecall pnssible
cush demunds cannot be onticipnted.Nit porttolio�vill consist lareely ofsemri[ies�vi1L activt
szmndaiy or resole nuvke�s. A portion oFthe port(olio nlso inaY be placcd in money mad.0
muwal funAs or invesiment pools Ihnl provide same-d:ry- Ilquidity for sha'bterm Ihnds.
d.� 1'ielil
Tlie inveslinen[pantolio sh.ill br constiWrcd wilh the o6jtclivc of nuoining e inarAel i'a1e af'remrn
Ihrou�hout FuAgtmry nnd economlt cyclzs.Inl.ing inlo acrount tht Invtsimcnl rixl:cons'Iruiitls:md
liquidi�y neeAs. The reWm un iuvestmams is�o be occorcleA samndnry impormnre rompared Io Ihe
saftry.ind liyuidiry ohjtctires Jrsctibed o�ove. T6e cort of invzsrments �vill Foais on relalively lu�v
rislc secw'ilies wilhnu enptcl�[ion ol eoruing u f.�ir return�elative io Ihe risl:being nswmed.
Securl[ies shzll notbe sold pi9orto nmlurily, �vith Ihe Ibllawing exceplians_
n. A securitr �vith declinin�value nmy he sald eudy lo minimize loss o(pnncipul.
b- A xcunl�� may be ecchmioed lo iniprove Ihe qualiq',)'idd or Iarge[durmion in�he porllelio
c. A sccuriry m�y be sold iu orderlu svlisfv IiquiJily reyulrcineuls.
5.11 JT:\ND:\RDSUP(:d12F.
SJ Prudence
The a'i�crion I'ur Ihe mnnaeemenl Jecisions to bt txercistJ bv !Im invesonrnl omclals s6ull be Ihe
"prudem persoii'smndaiil,:md shnll be applied in�he conteel ofmm�ugina on wu�nll porl�blio.
Lrvesunenl o0icei3 ucGn�in��YorJ;mce wilh �viucn pinenlwes ond �his invts�inam pulicy and
acemisin�duc diligcnce shull b�relieved ol'personal�esponsihiGp- (nr,m individimi setuniy's
creJi� riskor marl.e� price uhxn�es, pro�ddcJ Atvialiuns Iroin espec�ations Eve reported In u limely
m2nneromJ Ihe fiqinJi�y und the svlc ofsmurllies are adminis�ereA in u¢oMznca wilh Iht Itlmso(
�his policy. Inreshnents Shull be inade wilh judgman� pnd care, unJer cimunumnccs Ihen prevuiling,
whidi persons ol pruJence,discrelion and intdllsence e�erclse in Ihe mnnngrmcnt ol Uteirmvn
nffairs,nal forspecula�ion, but for urvtsmitnL considtrine Iht prabnblc sulrty ol�helr capi�al as
well ns 1he piobnble incsina to bc Acrived_ �
5� ElhicsandCunFlic[soflnteru[
Ofliczrs anA employtes Involved in Iht invcslmen[processes shall refrnin Goin pzrmnnl busints>
activiry Ih;�1 mulJ conflict uvilh the pmperenecutlnn and managentem o(!hz invtsimem progrunt or
cauld inipair their abilily ro nielce imp�r[ial deeisions- Fniployte3 anA investmen�o(fciuls s'hull
disclose any inslerialinteresls in Ilnancialinstilulions a�ilh �chich 6usiness is conducted. 'Chey sliall
(wtherdlscloxany peaonal fn;�nciel m'invuimen[posilions thnt co�dd be relsteJ(o the
parfomtm�ca o(�he fnves�menl portfollo. :AIso, Ihesx same Iudivldunls shnll refr.iin Frum undtrtnl<ing
pe�suu�l invesnuem IYau9aclians wi�h tlia same inAlviduol with whoin inveslmtnt businrss is
cunducltd on behalf ofNic City.
5.3 �alegniiono(Autlioriry�
Tht zulhorily 16nnmiagement oflhe inves�inentproymm is ves[ed in tlia Clly TrsusurcdFinnnce
Dlrtclor vnd Is derivcd fi'om Section I?6J 0,Snbseclion L of tlrc Cude ol'lown. I n Ihz absence of
Ihc CityTreasw'edPiuence Direclmt�I�a mi�lioriza�ion a delaearcJ frst�o Ihc Assismnt I'inznee
Diiectorand Iheu ro 16e Rudetl Direcmc ReYpons'ibilit} fur thc oper�[ion eflhe inveslmem procrnni
is hartby AeltonleA �u tlit appropriMe inveslment ollicer,who shall ael in aemidance�ri�h
eslablisheJ �uriurn pmcedures enJ imernel controls fbr(he operntion o(the invesunem progam
tonsistent wi�h Ihiv inveslment pulicy.
6.0 LEGeALAUTIIORI"fl'
Coda of lowa
l'Le Following is a sunmioiy ofsections o(Ihe Code ot"lown applicablt tu Cily inves[mcnls aJministrailon.
• Seetiou372.8, Couuoil-Alsna�erFoni u(Govcrunieia-Suunvieiou
(I) The City Monueer is Ihe chiefadininlslrmi�re ofllczrol tlie Ci[y and shnll'. . . .
R)p7 Appoinl a u'tesurersubject lo Ihe approvtil ol Ihe Conncll , . .
• Szciion L>L4 10- Pi blic Funds Invasunen�S�a Jnrd�
I_ The City TrcnSuredFinsnte Direclor shull ul<ill timrs kcep funds mn�ing inm Ihe Ci�y's
possrssion us public moncy in n wuh orsali m be proviJed lo�Ihst pmpnse nr in onr onnore
Jepasltorles appmvtd pursunnt io Chnpltr I_'C liowtvrr.lhe City llrasurer/I�inonce I�Ireclor
slitJl imesl.imlcss othtncise pruclAeJ,any pu6lic�imds not curremk naedad in Invesinirnis
�authurized bv tliis seclion.
_ TheCip 1�n�asurcrfinunccUirccrornnJotherinves�inemofilehilsnflhrlily. �vhvnlnarsiiuu,
Japosiling.ur:itline u�ciu�odian nf public limds:ire nAing in u liduciuq� cupaciry� lor Ihe
ci�ixns ofDubuquc tuW shall cvercise Ihe carc,skill, pivdence and diligencc unJcrlhr
circumsmncts ihcn prevoillns lhaf a prndem perwn ncling in.i like capaclty nnd f milim'mith
such innueis�voulJ �¢e to nitxln 16c goal otlhis subseqion. This slanJnrd iequlres tliot�vhen
innking imc�lment Jecisions,u puhlic cnliry shnll consider Ihe role Ihe invesiinain or Aaposil
pl�ys withln Ihe potlFolio oFasse[s o��ht public entily and�he gnals o(tl�is subsectinn.
'ILz primmry gouls of fnvestntent prudeneeshnll be baseJ in Ihe followine nrJer ofprSu�iiy'.
u_ SnfeCy o(principal Is tlie frsl pnoriq�.
b. M�inteinnig�ht ntcessury liquidily Ia nmlth especteJ Gohililies fs O�e stcond pnarily_
a Obmining�reasonnblereturnis�he�hirdprioriry.
n. Invesunen[sal public tunds shell be m�dc in aacnrdante wilh wrilten policies. A wri�lcn
inetslmrnt policy shall eAAmss�he kofllssel out In Imva Code Scaian I�R.10(3)anA s6all also
2dAress. hul is no�IimittA Io,compliance wiih 1ow01nuv,diversiGc��ion, mnlwity,qu.Jity and
capabilily afinvegmeul mmiu¢emenL
The vndinno(secm'ities in which xny publiv funAs nra Invasted for Ihe pw'pose ofspeaJxtion
nnd Ihe realizn[ion of shorl-�enn haAing profts is prohibi[eA.
Ci1y inveslmen�s inusl heve inalurities Ihal arz consis�em wi�h dm needs nnA usz oflhc City.
l. Subsettimi )aCSec[ion L'B.10 iAzn�ifics permftted Invt>Inttnls nnd is included in Section 8.0
oftliis Incestmem Policv.
• 126JOA. Publit Inves�nicn[MemnNznA PmceAu'pl � i�al o is
I- "Operuling,j�mJe�"means Ihose(unds whicli n�e reasona6ly especled m 6e e�panded durins u
current bnAge�year or within fiFleen montlu ufreceipL Opem[in� funds aie subjecl lo Ihe
Followine limita�ions:
e. Opeisting (unJs nmst be idenlihieA nnd AiStin�ulslied fl'om nll o�htr(unds 2vaileble lor
invesimznt.
b. Opxmtiue�uuds mxy only 6e imes�ed lu inveslinents m�hich mnmie�vilhin i97 Ap�s or
less auA whidt dre aulhorized by Izm onA ns lin�iied by Ihis wrll�an iuvesnnzN pollcyo(
thc Ciry.
_. All invesunents ofpublic funAs 6y Ihe Cily shall he subjcetro Ihe (olla�viue:
n. Each invesonent miul be nulhorized by appllceble I'vwznd as' limiled by�ha wriilru
invesmiant pulicy oFtlie Clty.
b. All cusmJisl agrerinents shall coinpip wiUi rulee ndopted 6y Ihe Tressurero(Stale
puauvnl fo lowa Code See�inn I'B,I OC.
c_ All conhacts provldine for Ihe h�veslinem oFpul lit IunAs shall bc in�+riling nnd shall
contaln t�pioeisien requirin,thzLnll iuvesmitnis shall bc in accordance �ciih the Iawsof
Ihc Sla�c�and us liniil<A by the�trluen imulmeut polity of Iht Cii)-
d A conttact lortlie incesiment or deposit ot publir tunds shull unt pruviJe lar
coinpens�aliou ol mi u_eni or fidutlary b�ueJ upon Invts�menl performm�ce.
�. iA Ciry Tre:tiurar/Pinmmr Direclur inuy Inve>I funds IhxLaie noi npemiine funJs in inves�ntenls
havin,nmmiitlas lon,er Ihon il7 A:iys lo pmvide IunJluo for pay-as-you-go finmming of
utility em�slruction und reyulred banJ nnJ insur5nct rescrves.
• Seclion I26JG6. Wriuei Investme 1 Pofev
I. Polilical subdivisinns shell approve wri�ren invesrment pollcies whiah incorporo�e�he
guidelines specificd (n Szc[ion I3B.10,Secdons I?f3_I OH lhrough 126.I OC,and eny oiher
provisions AeemeA neeessory�o uAeqnaiely saftgunrd pu6Gc fuuds.
_. The�vriqen invesrmrnLpolicy imut bt drlivcmd m oll of tht(olloo�in��
a. Ciry CaiinciL
b All Aeposi�ary instiNtious or fJucim'ies fo�public lundsul Ihe Ciry�.
c. 'CheandiloroF�heCity.
• Seaion 136.IOC Reeiln�'o ofPubl'cF nJsl' s�od'vlAe�ee i if
"Pu0/ia FlrndsCue'Indi�d:lgreenrenl"ineens any mntiaclual nrangtinem pursuunl to which one or
mae persons(includlnu 6ut no1 limitxd m,investmeN aAvisms, inveslment coinp�nies,truslets,
agen[s,[he federnl reserve and cusmdinnsl�re nutlwrizcd m nci ns a cusiodi;m ol or m desi�iale
�notl�er person�o acl es�custoAian ul public fi�nds m'auy security or doaiment ufowuership orlltle
eviJaucing publio funAs invzslmenls. Thls Jues noi includa m�stodioi ngrezinenit FeUveen m�o��en-end
mnn¢_�ement investmen[company reelSmteA wllh[he Fedtral 'Steuriucs nnd C-xch�n_e Commission
aud n nislodien 6ank.
Th�Ciry of Dubuque shnll cumply wlih eny nJes adopled 6y �he Traa,sureroCd�e Sm[e o(lo�vo
mi�uiring Ihe incluslon in public fund cusfodinl a�retmznls any provision necessary �o pravant loss of
pu6Gc �unAs.
However,Jiis sec[ion does not apply lo publir (unds that nYe investzd undcr�hz provisions ofa
resalulion or iudenhne fm'�he issuonec of hands, notes,certi�icztzs, merrnnts,a'ot6er evidences of
inAebtedness_
• Jec[im� L'CI. Deunsls �iCeie�nl-Def 1'o s
Tha 61y Treasurer/finonce Direcrorsliall invesl all twids no[neadeJ 1'or em'iem opaafing espenses iu
liine ccrliilemesol deposir Iu approved deposimries pursunm lo�his chnp�er,or in invesmiems
permined in Seclion i_'PJO.
Qrzrtnl operatina tunJs are relaineA in inleres'I 6eering checicln�mid savings atwunts wilh local
linanclal Ius[i�W ions.
• Senion13C9. luves�meNafS kn^ Funds-6ondPncceds
l'Le City Tret�suredFinancr Direclormay fnvest ihepmteedsol'pubGc 6unds ur oblf��ioi�and fimJs
being ocewmdnrcA for Ihe paynienl ofprincipal tmd inleresl or reservu in imevnitnG sel oin in
Sepiou L'f3J0.Suh.ec�inu 1,p�mgr.iphs"u"ihroueh •'�••. an inve>untnl tuntta.l orinv e��rmp[6onJs.
The invesiment shnll 6e es defned nnd perinit2J 61'$ection 11fi ol thc Internal 12rvrime Code and
xpplicuble reg�Jmiuns unJcrlhls9e<timi. An invrslmenl conlrzn m'tna esempl boiWs shall be mlcJ
e�ithin�he�ar hl,hts�classi�lentions ia esn6lisheJ by al leas�une ul ihe slandard rulln�scrvices
appNved by IhC Superinlendent uf[3�nlcino by rUk;Idop�Cd pur�u0nl lo l'hupler 17;A.
• Scclions 13C.IS Ihivu�h 12C23 penaln to colluter�lizuliun rcquiremena. Thay are not repealeA here
becmae oYHie Iangih oflhtse sndons. Those semlons are hereby incorpo�:�ted hy rel'arence
• Scctimi i84 21 Julnt brvesbnenl ufPu Js
A ciry ur a city utilily bo2rd shall keep ull fimds inveSltA�o lhtr.eleN preelieoble.aud inay iuves't Ihc
fimds I�intly witli ane nr nwrc ci�ies, utilily bnwJ�, juAicial dictric�Auporlmems o(rorreclional
se�vices.or cowuies pursu2nl m ujoini invrs�menl ugrccmenl. rAII inve9men!o(fiwJs shall bc sub,jecl
Ir J'at�ions 126.IU anJ I1R.I OA anJ olher applicebk Imvs.
7A INV'1?Sl'MGM'n0T110R1'Pl' ANDItfSPOVS1131LIT1'
7.1 Le�ul H2dc�onnd
TheCily Cou�cll is chargad, unAer lo�vu Code Sealon 13BJ0[3, wi�h nppmvtny x wriuen Inveamanl
pol icy which incorpor��es tl�c gutAelincs spccihed in Senion 128.10 enlillad "l'nAlic hinrrG
lrrecs'Inrenl Smndur.(t":Seclion 126.10.4 en[iJed "Pnbli<'/n��e.rlmenl �Idriairi[v nuJ ProceAurzrl
Limii�rtiuna�";Section 12�.I06 endtled "II'riurn lrvveslmenl Prdicies": and Srcllon R�.IOC en1i11eA
'72egu[aGmi qJ PubGc lfumis C�rsmdlnl d�rermenls'"onA which m'e described in Stmien G.0 af�hls
Invesl�nent Policy cn[illeA "Legal Authuriq-".
Authoriry �o inves�Cily fimds is designnted in Iht City TreasuredFinonre Dlrecior hy Iuwa slatu[e as
de,sign:Vtdnbove. (IowaCodeSacfion 12�.10,5ubsection I)
The Cily VAanu,er,as chiel edininisnalive officer fbr thx City, is respouslble by smmre tor budgei
prepara�ion.overall busintss zffnirs ofd�e Cil}'and appoinUnenL�vith Ciry Council approval,o(�he
City TrensuredFinnnce Direaor.
7.? Authority ond RespunslbilliY Asslnntd
"fhe City Trxasurei�Finnnce Dimcior shull esmbl3h v�riuen pmetdura (or[he opemliun oi Ihe
invesinien� prugr:uns cansismnt wi�h Ihis luvts�nitnl Policy. Pmcedures should incluAe refeiemes�u
sufekeepiug, repurchrse a�reemems, money mtinn�ers, �vire translzr��reen�enfs,
collaleral/deposimp��ereemeuts nnd b.inl:ing service convucis
The City Treasu�edCLionce Director sholl iuvrsl all fiindsiu nc�urtl,�nue�cilh this poGcy. In the
obsence ot'fhe Ci[}'Treas'urerA'inance Diie�[or, tlit Assismnl Finance Dlrecror shall 6e res�oiulble
and in tlie ab9ence of Ihe Assisiam Flnnntt Di2clor,�ha responsibilip�s6�ll 6e nssumtd by Iht
Budge� Direclor. No person sh.II tncage in an im�esunent Ir.wsnctlon esctpt u>provided under the
tenns oftliis Investintnl poliey nnd the procedm'es tsl,bli�hed bV Ihe Ci�y Trez�surer/Pinance
D4e:W r. Tht Cii}'T:cusurci'Finauce Direcinr;ha I I 6e resper.sihlc far a!I L•a:scctioiu WtCertnl::n
aud slinll esmbli�h u sysrein ol mnlrols and reporfs Io inlBrin thr Clty Alunaner o(ihe details el'
invcslmem tmnsoc�ions. rit least quznerly Ihz City:blana�er sholl nizzl wi�h Iliz City
ll'evw'edFinnnce DireGnno discuss the smlus ol'cunenl invutmtnu, sliaregics fer(ulum
invesiwenls anA other invi^slivenl inavers dteintA ncttssary- �unncrly aud Gscal yeur-�o-dvte
reparG shul I be provideJ by�he CIIy �lanaeer la Ihe City l'auncll so Lhev ton revlev�ptrlummnce at
Ihe invufinenls-
In carryin�outprescribeJ responsibili[ies tlre Clp� �lunuver moV tsiablish an imrniol CI�y Invcsmiem
Conuniuea TlieCilyhasal�blishedanlnveslinenlOvri�ielVAJvisop� Comni@slon, [1yl:�wsoflltt
COnlmi33ion nic tlllaehed.
s.0 nurtioizizeo mvrsrnnt�r i�sraunic���s [s�a�o�� izrs.wl;A
3.1 Parmiued hrvzsuuanu
Invesuneut insvun�enu nmh��rizcd for purchue by Ihe City'faosurcr/Yinmice Directm'shall be
liini�ed Iu'
I. UniteJ Stflles Go�emmeN,Agency and Iuslrwnentxllly Obligulionx_
�- Ctnificamsn(Deposil �limGdenmuJand/urnegotinble�anAothtrevidtncesofJcpusitsucb
us Ilme deposhs.gavines�Yaunls ul lederally insured deryusilory inslilulions eppmved
pursuant lo Chnpler 13C Code af lown.
z. Priine bunkers' necepinnues O�at inaWre �vi[hin 270 doys and�hxt zre tligible (m'purchose by
e frdm'al reserve mambef 6ank pmvided �ha1 nt Ihe tinre ol purchnse no inoie Ihnn ten peitrnl
of�ht inveslment ponfolio shull be in Inve7menls' einhorizrd by this pm'agraph nnd thul ul�he
�ime ofpurchose na inore�han fivt pement oflhe iuvesnnent ponfolio shull ba inresteJ in�ht
sectll'i[Ie5 Ofp SIIIKIE i35LIeY.
3_ Repurchiue agreementy- A mas�er rapun�h.uc aereemenl behvean Ihe Clly and bank or Aenlu
mus[be In place prlor lo enlering in[o nny repm'chase Irnnsnc�ion. The ina ier repurchese
a�ieemei¢ inusl includc Ihc tallmving pinvi�irnis:
a. The underlyuig wlln[tral shnll be Ilmi�ed�o UniltA Siares Governmen�, A�ency nnd
Insttumtntaliiy Obli��ilions:
6. Collocenl shall bc inorked-m-marl:el d2ily by tlie cuslodian ond sholl be maLnoineJ nt
value eq uAI lo or oi'eatzr than the wsh inves�ment;
�, Attl�e�I�ntof'pumhase. thcmarketvalutofl6ecollafwals'h�Jlrepresen1103peretnt
aCihe cush invesrment;
d- Au mtlhorized Ihird party cusrodi�an or sn@Icccpin,'agem sh�ll hold nll securl6es
purchased undera�epurcls�se nYieamtnl;
i. \ sellerofrepmchast szcunlizs shall not be enlllled orauthorizzd �o subsli�ule
eollaizml, exezpl as uwhurizcYl by the Ciry TreasuredFiunnce Direcmr, und
f Relsil repurchase a_reeinenls and reverse reptvchnse ogmemen�s shnll not bt
aulhorizzJ lix purclinst.
i Monugemznl invesmizm compairy incluAing uprn ended,exchan,eJ or clastJ znd regivzreJ
�vilh nc��etleral Secw9tirg auJ F.xchnnge Commission undcr ihe Federol hrvesuuzut
Coinp�ny Ac�of 19J0. I S U.SC §SO�e),and opernling in acrorJauct �vllli 17 Cf.R.
>"_703a-7,pR�.vldcd sccl:er.ti:y limi`s iG incesunenls�a [hose nlle.��ed by tl:is palicy.
G. A join[iuves[ioeul lrusl m'gnnized pw'su�n[to Chsp2r 28H o(Ihe lowu Code priur lu nnJ
t%i4li�tfl i0,'�'W i sl9ndn��un Ihc cf7ective daR of Ihii A[I uf q join[ '�nV'251ntenl��'us�m'gm�i22d
pm'snantro Chapler 38E sHer Apr1128, 1492 proviAed Ihat Ihejolm inveslmem uv9 shall
ai�6er 6e mted wi[hIn Iht Iwo hi,'hcsl dossificelions by ol le:ut one o�Ihe smnd�rd rating
ser��lots opproved hv Ihe Suprrinlendent nl Rvnl:in�bp�ule,Wop�ed pursinnt la Chop�er I7A
anJ opermcd In rccordnntt�vi[h U CF-R-�270=s-7.or be reeislcreJ �eilh ilia Ftdernl
$ecuriUes nnd Eedtauge Commission under Ilie Peda'al Invrsimtm Comp��my :Ac�of 19J�. I�
USC �580(a);md opernted in accordance wiih I7 CF 2§270.'n-7. ihr mono,er or
invrslmenl adrisar o(Ihejnintlnvcs[meul vusl sliall ht regit�treJ �vilh Ih.FcAeral Sccwl�its
nnd G�vhange Caminission underlhe Imeslmenl .-AJrisor Acl ot IOaO I� U.SC.,� 80�6).tti
ainende4 provldtd such rntity Iimils i6 iirvesimen�s�o Ihn>a allo��eJ b)�Ihis poliq�.
Z Parliaipitiuu iu invtsUirenl pouls rs 0inhorizeJ 6y Seclion 33J�I, The Cip inn?�p:inlcipme
in invtstnreul pouls alierappmved b�� Il�e Cih� Couneil a�mi uction iltin on ILe Ciry Commil
ayandn. Iiecumn�endmions(rom�he City 4iminetf lor participotion in n puol o�h'us1 shi�ll
inaluJe in Ihe 6acl:_�round portinn nf Iht cnver mcmo u du�'uns'ion oFas'c�irch IinJin�s an Ihe
reGnbillry auJ ezperirnce uFlhe linn�nJ ils lop execWrvc o(Ilccrls). Panitlp,tlion is IimiltJ
io pools tlmt fnvesl only iu nuthonzul Instrumauls'IdaNificd.ibove and wl�ost Invzstment
s�iare�y is consistent�viN�he Ci�y's Invasbuwt Poliq�.
8. A�ency issued Collaltralized Moixga,e Obliemions(CfviO's�, which ure stcw'ifies
undurvrit�e�and �uurantecd by Cinnie nine,Fauttie Muc or PredAle Nlnc.
8.2 Piohibifed Imesuneu¢
I. PUWresanAoptio�ummme�sarcnotpermissbleinvestmems. IowaCodeSeclion
I'.[3.IU(5)(Ip.
?. W holz lonn CMO's or priva�zly Ia6eIcA Ci\i0"s,which are typicallV�ssitJ by privme enfilizs
Induding subsidim�irs ol invexhnent banl.s, tinxnciul ins[iWtions anJ homc 6uilder'sor
inWunl fundy that hald uvholc loan C�10.
._ The rt�Afngaf sccurllics iu whldt any publlc funds'ure invesled lar tlre pmpose o(spxculnlion
and Ihe renliza�ion ofshotl-�crm Ireding protils is prohlbiled. (lowa Coda Section LB.I0�2)),
J. Inlemolionol boi�ds ere not permissible luvesumnG.
i Corpurnte banAs are not permissi6le investlneNs.
fi. ��Iuuiclpnl szcm'ilies npproved by iblin�icipnl5ecm'ity Rultm2king�uard �AASRf3�,
9.11 IM�ESTMP:N'C OPTIONS
The Ci1y TrcazuredFinancz Direclor is not reyuired[o ust all ILa Inves[mem oplions outhorized by thls
luveslmenl Policy. Theselection o(inves�mem options shzll be Aetennined 6y tht Ie�AI mquireinems or
olher limi�a�ions m�Lrvtstmenl opponunilias,casli Iloa churucterislics.Iht ncoepmbillty ot esposure lo
mnrlml risks,�he rale ofrewm.�he�echulenl tbiliq o(16t stnfl responsible for nAminis�ering d�a invts�inem
pro�rom, ei�d d�t rd�ilabilily oflime and mols forCily s�aCfin en�age in cons'ervative bul ncnve
munaoelne0l
in.o raoressiorv��mves�nisrvT.assis�,�rvce
Tliis invesnnen[policy�mthorizes Ihe usa ol'invesnnenLadvisms(monev man��reisl end inveslinent
consulfnn6 fo assis�the Ciry in�he ntanagtinento(ils invested NnJs-
10.1 I:rves!mem Adv:sa'Dtfv:_!
An "Invcs�menl Advisor"�monry inonogcr) is a peiton or firm wilh inveshnentes�xrtist puid a
fet Io manaye IimJs Io enhanre Ihe re[e ofrerurn. TLe inveslment advisarshall be stlec�cd
becansr ofihc advisor's invesmienl espeiYlse,e�perience,slralrgy and flinJ intmageinenl viJs.
The investmem ndri_or shall darrniinc�he acluul invas�inan�s lu be mvde offundc mider
innna�einent Necmxline m Ihis Invest�nant PNicy. This Invesm�eut Pnlicy shnll .ipply 6i ull aspecls
m tlit invcslinew aclivllies oF ihe City's inva5linenl ndvisor.
10.' Cih'- hives[meul .{�h'isorRalalionship
The iuveslintut aJvisor's plxu shull be esplicil, in wrltin_�. personolly presemeJ �o Iht Chy nt leasl
aunually nnd muluul h egreed upan- An� mi-nnlnefid ch�nge to Ihe plan >houW be mmmunlcsleJ
in�vriling in Nie Ciry In tht Inlaiim. II shall uGo be �vithln Ihr compelenre nl'�he luct9nienl
ndvlsor; be renlislic imd rrasonubla relalive�o Ihe nuvAeC end s:tli��y Il�e legifimvle anJ inlomiml
e�pecln�imu ol'�he Clp�.
��
i
Invevniem advisor uompens.ifion shnll nut be baseJ upon pu(unnance. f5ecliuu IL>I3.IOA1211ep
IO.i $tlacli000flnves�mentAdvisor
Prosptcllve iuves�mem aJvisors shall be aaautineJ in Ihret mujornr<ns pm(esslonul Invesinienl
winpelence, w�n mi�min[ro Cip�st�viet,nnd mimJness of bi¢iness s�ntay.
A prosptellve invcsnncnt advisor inus�have� cle'vr concepi oChow�o udd vulue Lo the City',s
ponfi�lio. Such a mncept c�n be b¢std upon !6e&Jduor'v perecption ofan opporwnlry iu Ihe
murkel thal presrn¢opporfunitles for il�o increas¢Ihe I�ort(oli0's r,i�i ofawrit- Ip adJltion lu a
sound concep�ofhow to adA mluc Ihe advisor nu¢t hevedevelopzd e sensible promss for
mal<ing Jecisions lu e.vecu[e the eoncepf,oud must hnve a convincine rerorA of uehieceineN of Ihe
resulls intended.
"fheaAvisoi will be reasonnbly accessiblt forlhz tonvenlence ofpersonnl meetings vnJ will bz n
fixetl-fee-bosedproviderofservicesnnAnotapeiibrmonce-6aszddeepioviden Montlily,rnlendm�
year-lo-dz�e, one yeer, [hree yzar,five year and Gom incaplion reuun>uecvl m he repm'led by each
inveslinenl advlsor inonlhly in mdeno cuptw'e n lull morket cyela Rtlums should be reparred
gross and ne�oR�tes. The inves�ment�dvicors shoidA include the followin�bcnchmarks* 1'nr
compnrison in the aponing:
• 90D�yT-Rills
• Lehinan �inlLzrs Aggregme U.S. 6onds
. Lehninn 13rolhers Shm'1 Term I-3 veai U.S.BonAs
• Lehmm� Brothais Goverument Intxrinrdiale U.S Bonds
*Spzcilic 6enchmark requireinents are subjezl to ehangt,
IO.a Invrslmen[Consuliant Delivad
An "Imutment ConsullanP' is a pei3on or Grm �vllh imeslmem cspertise used hy HieCity ro
assist in�he developnienl oi imesinten�pinns anJ strulc�icx that flre mnsis�ent with Ihe Invas�inznl
Policy, m iJen[ily inveclmeut�Avisois whosc invrstmrnt wouo�einent slyle anA srmtegy ure
cunsisteni �vI[h Iht objecGvei,inleN �nd Ilmita�ioi¢oFihe 6rvaslnitnt Pulicy;inJ to monllor Ihe
ptrfon»anct ol�he inveslinrn� ndvisorsselec�tJ hy Ihe CIty. Thc iuvtsunem tmaulf:mi shull not
bc on inveslmeul ndvisor(money manuger)orcusloJian end in:ir not bauef[in Nn) inamrer�imn
inaking iin�eslments in beh�lfohhe C'Ity.
10,5 Stltclion oflnvesnnentConsuhnnt
Tha Inveslment l'onvJYUnf inny Fe an imLvldunl m'�irm_ SnIA cmisulmui ��ill 6e tlmrou�hly
fnmlliar witL nll investintnl insvumenis aulliorizeJ For use in Ihe CiCy ofDubuyue Inves[nrenl
Policy Thernreuhanncill bt orwill 6econre I:no�vledgtable as lo�ht inlent of Iht 6ty of
Duhuyue Investment Policc. The consulmnt�vill com�ey Ihis in1eN to prospe.dve inn>�inent
aAvisurs to¢un�antte tl�esui4�bilf�y ol'invcsunent insvwnen6 �o baselec�ed by sald uJvisur�s).
Tlie inJividu�l ronsullon�m'the iuJlviJaal rcpreseniing tlie mnsid�unl firw �vill hnve hnd at lenst
fivtytna ol hanJs on esptrien.e in Ihe xlec�iou procass anJ in ninniloringnf luvtsuntm
aJrisor ordosdy relaltd caperieuce, such as, havin�worlttJ In nn advlsory capacih- fnrnl lr.isl
fivc vc�ars.
l�he roivuhnW ��ill be rcasouubiti nmtssiblt furlht canvenimce ofpenontJ meclings anJ �vill be
:I t2B b;tied�l�ro�id�9-o�stivicr5 Ond inuA nol btntl�l in nu)� mpiin2f Guln ilfdki0k iuvtSliilellls in
behall ol Iht Cip�, The consulmnl mlll have nn urien[vliou ro�awti tht nc<Js.mJ h�yalrcmenis
perininiue m ihe imrilniem ofpu6llc fundy.
��
I I.0 AU"I'l101tl`/.CD 61NA�CI,V. DCALCRS ANU IN57'ITUTIOI�'N
IIJ Stka�ion Process
A sel,tonn:J prucess shull 6e nsed ro seltcl finnnclnl advisors,third pm'ty cusiodl�ns,and
brol�ers/deylers in inonc}'nwd:el insOvinenls. Autharized denlers and Ins�ilulinns inust be
appruved 6y�hc Citp Inveslmrm Commiltee ond Cilr Tiet»ureNFlnance Direcror. This policy is
in[ended�o se2m au1 inslltulions thai lacle ecomm�ic visbilily or who>e past pi;�tlices sag2esls
tlm[thesa�ery ol puFlic ciy>ilal �vould Be inipaireJ i(hnnsacdons were Jlrec�td �o or Ihruu�li mcl�
timis As requirzd hy Chap[zr 23A.3,Coda of lorva, i�shall be Ciry policy b tmislJer pw'ch�sng
services troin bcally ouvneA businesses if Iht eosl anA olher cunstderutions nve relalively equtil.
The Ciry Treaxirer/hinanca Direcrorih�ll inainlain a Ilstot invesuneN advls'ors and �lnancial
inslilinions aWharized to pirovlAe invesnnen!advisor and aisludisin sen-ices. In nddi[lon,u lisl
shall c�lso be maimalued ofapproved szcurlly bmkedd<alris selecl.d bp aedi[ wonhiness- Thex
may ineWAe"primary"dealers ar reCional dealers ihnt quality uuder Secunllts S Eechnnge
Cominlssion Rule I SC3-I �unitorm net cnpiml mle�. Inveslnient Adviwry flma re�isrered wltli
tlte SEC' underihe Investnitnt Advisors Am of 191(1_ Na public deposi[shall be maAe excepl6i�
qunliliad publlc Atposirory as rs�abllsheA 6y theTreosur.r o(1he sfite ot lowa_The Clty may also
muin[�in an zvcuunt wilh the IeAeial roservt(orcusmdiol servlees and invesmiznl�rnnsuclions_
11,2 FiunucialLislitWionsuud ��nkerslDealer4
All Financi�l ins�iWtiens xnA broker/dealers whu Aesirc m 6ecome quulitied hidders lor invesiment
h'an>ac[ioas oflhe Cily oFDubuque or ils invesmteul nAvisors s6oll supply�Iw City
Trea>urer/Financt DirecYor with tlie folln�ring: annuil oudlred fnanciol smten2na or Uni(urm
Application tor Inve4ment Advlsor Renlstrulion (A�V�repm�l, proo(o(sm2 rt�islmlion i(
appGcel+le,or feAri21 Deposilory Bonl:regisn'u�ion aud eartihcation ofhaving rnd Hie Clty of
Du6uque's Inves�niani Policy. An anuunl review o(fhe fwnnoial condition and regish'utiansof
qnnlified bidders sh�ll be conAucted by Ihe Ciq�Tre,tsmer/Fionnct Dircclorar hislhcrdrsionee.
Each financiul ins�itution a�d 6rokeddaaler Ihal biAS un Ci�p o(Dubuque(or Cityof Dubuqut
invaslnmm advisors)inveshnenl h�nsactions s'hull fle�cw'rentnudiled finencl�l s�a�anienC.
11.3 PinnucialAdvisorsandQislodians
All fnnncial instim�ions�vho dasiie l0 6ecume quallfied fo bid on invtsuntntnrsmJial strvices
shall eceaue thc CityoFDubuque's Liveslment Cusmdial A�reenienl anA supply Ihe Cip�
i'r-nsure�dPlnance Di2rtof wilh tlie (ollewiny: audl�td finnncial s�uleinrnls aud ccrlifcmion o(
havfr�_�ca:l tl��.Ciry o(Du6uque� Invzsl���cn.Pufcy and C�rIoJiHI Agice��;.n� Retore furtds are
placeJ �vilh n Finonnal Institu�ion �atin�us cuslodian ofCiey IunAS f�rlhe Clly o(Dubm�ue,nu
eaccuted Cuslndiql Agreementsholl be ou (ile�vilh the CIry TreasmedFinance IJirenor_
dll qu�liticd iureslmenl2Jvlsors shnll esecutt Ihe Ci�y o�Dubuyue's InvatUutnl Advisof
Agreeniam anA sh:dl supply Iha Ciiy TreuurerlFinanu Direclor o�I�h onz u(Ihe ti�llowiug�.
uudi[tJ liu.inci�l smlcn�eu6_Unilm7n Appliea�ian �or Im'eslmentddvisor Fegislrntiun �dDV�.
proof o(SGf re�isva�Inu or tedtial deposimp'bnul:rey+rsv,tiun. iA�Ionlldy Uetailed Ironsaolimi
accounlim,will bt aquired.
I I 1 Iudependenl Audilor's Vei9tirntion
The City's indtprnAcnl audilor va9fies;mcouul b.dan.e� lor sevntiesfinsvumtms belny heW 6y
Ihc aumJlflu sunualh-
`3
e.n co��,��r¢a,u,iz:cno�u
Collateraliz�lion sliull bz rtquired on hvo iypes ofiuvesbnanls Ctrillicnla ufDeposil. anJ u�her eviJencc
of'deposil al Cily Council approved insurcd dtposi�ury insliWtiuns nnA rcpwclinse�gn-einenis. In ordar�o
autieipo[e markaY changes and provide a leral o(wcunp� fnnill funds',Ilie collaleiulizntlou ItFel shall he
Ihul es is reyinred by lo�va Imv Ibr l'ti9ifcams ot Deposil and oiherevidence o(depocil nnd 103 peretnt of �
inurka v.duc afprintlpal nnd �ecrueJ Inl.rest(ur repurehvse agreeinenlx_
The Ci�y chooses lo Iiinit colla�aml to ihose imeslmene iu9rumems outliorixd by Ihis luveslmcnl Polity.
Collaleral shall alwoys be held by�u iuAependenl third pariy boilee who liolds Ihe mila�e�al R�r Ihc benefit
afthe Ciry and �vhe�e ILe City is a pnrty Io Ihe beilee a�reunenL A dt�dy m:vked avidenu ofownarship
(sefekeepine receipp shall be supplled to thz Ciiy and remiueJ by Ihe Ciq�Trea9uredFinance Diiemur.
Collaleral substimlion ls not sulhaized,cscep[as upproved in wrifing by thcCiry TrensuredFinonca
Direcmr,
13.11 �lA]Ib1Uhl NATURII'IES
TLe City of Dubuque will elteinpt la memh lls inveslmenls a�lll�amicipatcd ensh [low rtquirements
13.1 Operming PunAs-Avui luble(or Shor[-Terin InvestmeN
Operetlny funds rcpicseut(und balvnces. cunenl revenues nnJ olher inaneys anticipated lo be
espenJed dw�in��cwrtm fiscel year or�vi�hiu IS monlhs o(rev-eipL Opelaling funds moy only
be invcs[ed in inslrumeNs Ihm inalure wilhiu 397 Jnys or less_ Optm�Iue funds musl bt iAcntifitA
2nd dis�iu�uishtd Gow all ullter fimds availablt for invesinieuC (Sec[inn 726.I OA�I�
131 2eserve and Consh'uc6on FunAs-Available tur Lon�=femi Invesbnent
Reszrvc and consmiaion limds availii6k (m�lon�-tarm invaslment represtN debl servicz and sel1-
insurauce and optra[ing reserva (unds; fiinds beln�accumulmzA forcupilal impmvrmznls on a
poy-as-you-go basis; and eron�lmc[ion (unJs tDrll¢ure projecLs. Thest liinds may be iuv<s�ed In
investmems huving ntmuri�ies lan,er than 397 duys. (Sec�ion 12&IOA��7 Tl�e inamrities for
lane-�tnn imes[ments sh�ll coincide;is ntarly os practicablt wilh expccled ust o(ILe Funds. For
sewrilics with nmturily lun,er Ihnn oneycuc AuraLion wlll be used os Ihe primary meusure o[
ntalunp�i�lher thnn fnal mamiily oF�he�lnoncial iuslnimcnL The Cily Treneureiiflnonct
Direc�or will proviAa wrilren noeice ofan[icipaled wilhArawals.
I1.0 SAFLK6ENING AHD CUS'fOD1'
!d.l Delivei} Ven•.ixPeyn:er.�
.�II secw'iry imisatlions, includlne crollotrnJ for repwrohnse agreenrenls. en�ercJ Inlo bp the Cily
ofDubuque s6all bt conducteA on 2 Azlivarr-ve�sus-papmcN(DVP�6nsis- Stcurilies will bt LeIJ
by a IhIrA ptirty cuqpdian JeslgnmeA by 1he Treas'urer nnd zviAzntzd 6y s:iFcl.eepin_rzcelp�s.
N_' Inveshnen[Stcurllies
IneesWiem seturi�ies shnll bt hcW hy Ihe Ciry�Tre,vinedFlnunce Diiamuror by e cvsmdinn who�.
(nl is nm also�he Invas�inrN M1innn�er for tlit(unds;�b� is drsl�n21<A In e�ritin�� br ihy Ciry
Tve�suredFiunnce Dircelur,nud(q�cill i55ire st�t2l:eepLig rettipn W the Ciiv i2;uurerifinHnce
Dircclnr for securities IieIJ I.�r ILe Cih�.
IQ3 Bandine
Clty invaslment ollicinls slinll be 6onded lo prolecl�he public agninsf possible tinbezzltinenl
nnd/ur malkusance.
ISO UIVEIiSIPI(:�A'fION
l'he City sholl diveisil'y ils inveslmenis by seeurily rype, innlurity,specific iss'uc miJ finauclol InsdWliou.
Wiih tha e,eception ufll.S. Govennnrnl Trcasury Secw9uts, feAernl aerneies anJ Insu'umenialllp's,und
t7eposi�x in tpproved(lepoii�9rics,no mmY�I�T�I hvenly-�vc(�J)��e�Ceu1 0(Ihe CilyS remainin_invasl�llenl
port(olio sholl bz invesled in a singla aulhorized pool.
I(i.0 INT6RNAL COi�'fROLS
TheCily TreusuredFinunce Diremors6all be responsble Fm'esmblishing o system ol internnl con�mis thn�
will pmviJc reusona6le 2ssuran2�h:v the Ciry invtsimems comply wiih �he objaclives oflhe Inves[menl
Policy_ The sys[em s6nll incluAe 6ul not be limi�ed ro�he tollmving:
1. All investincnl l�m�sucfion>shall bc repmteA to Hit Assfs��nt Pin�nce�ireclnr xud�ht resulls
mcorded in�he geireml ledger.
?_ Veiiflen�ion ofihe securitias halA by�he Assislam PinauY Direcmrsimll ba mnducted INemelly,
a[laas�semiannually,
n- Revie�v otcompliance�vilh Ihc in[ern:il policy and relared pmceduressliall bv partnl Ihe�nnual
eudil pmcess conAucteA by Ihe Cit,v's InAepenAenl nudimrs. Thisshnll intlude a mn�lrma�ion
le�ter from eech finnnci�l insli�utloit money munn�er ond Hiird paity cusrodlun veri(piu,Il�e
principal amoun�and Iht nmrke�value o(all o6liga[ions xenired by Ihe CIry�o(Dubuque's dtpuslls
and inves�menrs. AAanngeis slioulA discluse pricln�seivize ustd for�165.
17.0 REPORTINC
The CICy Treasurer�Fi nunce D irecbr is char�ed �vi�h Ihe�esl»^sibility uf Ind udin� �moi9cel rapoix ou
investment uc�ivlties and retuiiu in Ihe Ci�yS com�a'ehtiuire annuul Gscel repori. In adJlliou.tl�t Ci1y
Nlnno�er shall be responsible for pmviding quor¢rly anJ lisc:il year-�o-do[e repons to�he Citv Council,
covering�heClry'slnveshnen[activi�ies. The2porcsshallinelude�heearnin�sfor�haptrlodandover311
potl�i�lio sfa[isiics,sucL hs types ol inveslmenl huldiu�s end location ofnll invesled IiinJs.
I8.0 F,TIIICSANDCO�NLICTOFINTGR6ST
Ciiy oflicea anA employaes involvzd in�ht iueeslmenl pracess shull reGxin fYom pzrsunal 6usiness octivity
Ih2[could conFllcl vitli the prupaexecWiun ol the Invashnent progrein,or�vhich vuuld impair Oie abiliry
to n!eke impm':ial i^�'s�men� dr:itions. Such oltleei3 and ehiple�:es shsll disdose�otlir Citv Com�.cil any
nmtuial M1nnucinl InlaeiLs in fiunncial insli[utions Ihutmnduct b�ainess �vith tlie Ci�r znd Ihev s'hnll Fw'tlrer
discbse mry Izret personol Giwncial/iuvaslmenl posilions Ih�l coulJ be rel�ttd m the Citvs por�tolio. Ci1y
offiters and employees s6�ll subo�iliim[t Ihtir personal invesnnent tran>aclioiu m Iho3e a(the City
purliculnrly wiih rtgzrd ro Ihe time o(purchnses and salts,
Tht appenitmca oFn coNlict of inlzrest slmll also be avoided by tliost inve>liug City (unds_
Prepared by: 8arry A Lindahl, Esq. 300 Main Street Suite 330 Dubuque IA 52001 (563) 583-4113
Retum [o: Barry A. Lindahl, Esq. 300 Main Street Suite 330 Dubuque IA 52001
RESOLUTION NO. 180-77
APPROVING A REDEVELOPMENT PROJECT AGREEMENT BY AND AMONG THE
CITY OF DUBUQUE, IOWA, DUBUQUE INITIATIVES, AND FLEXSTEEL
INDUSTRIES, INC.
WHEREAS, City of Dubuque, lowa, a municipality (City), established pursuant to
the lowa Code and acting under authorization of lowa Code Chapter 403, as amended
(Urban Renewal Act), Dubuque Initiatives, an lowa not for profit wrporation (Initiatives),
and Flexsteel Industries, Inc., a Minnesota corporation, with its principal place of business
in Dubuque, lowa (Flexsteel), have tentatively entered into a Redevelopment Project
Agreement regarding the redevelopment of a certain tract of land Iocated in the City and
County of Dubuque, a copy of which Redevelopment Project Agreement is on file at the
Office of the City Clerk; and
WHEREAS, the tract of land is more particularly described as fotlows (hereinafter
"the Property"): Tax Parcel Numbers:
• 1011426003 (30.00 acres);
• 1011426004 (8.36 acres);
• 1013101001 (0.26 acres);
• 1011427004 (0.83 acres); and
• 1014230001 (3.73 acres) excluding a parcel of real estate at the Southwest
corner of Flexsteel's parking lot located at the Northeast corner of 32"d and
Jackson Streets, Dubuque, lowa, consisting of approximately 35,680
square feet and having a street address of 3250 Jacksan Street (American
Trust branch);
; and
WHEREAS, Property was most recently used as an industrial facility by Flexsteel
which has entered into a Development Agreement with City to build a new industrial
facility and retain employment in the City and County of Dubuque;
0509176a1
WHEREAS, Flexsteel desires to donate the Property to Initiatives, a not for profit
community development organization; and
WHEREAS, the parties believe that the redevelopment and utilization of the
PropeRy pursuant to the Redevelopment Project Agreement, and the fWfillment generally
of the Redevelopment Project Agreement, are in the vital and best interests of the citizens
of the City and County of Dubuque and in accord with the public purposes and provisions
of the applicable federal, state and local laws and the requirements under which the
Redevelopment Project Agreement is undertaken and is being assisted; and
WHEREAS, the parties have determined that the Redevelopment Project
Agreement will remove a potential source of brownfield and blight concerns on the
community's north-side and be transformational in scope by providing for the expansion
of desirable uses both within the urban core of the community and into the surrounding
counry; and
WHEREAS, the City Council believes that the development of the Property
pursuant to the Redevelopment Project Agreement, and the fulfillment generally of the
Redevelopment Project Agreement, are in the vital and best interests of City and in accord
with the public purposes and provisions of the app�icable federal, state and local laws;
and
WHEREAS, it is the determination of the City Council that approval of the
Redevelopment Project Agreement according to the terms and conditions set out in the
Redevelopment Project Agreement is in the public interest of ihe City of Dubuque.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE GTY
OF DUBUQUE, IOWA:
Section 1. That the Redevelopment Project Agreement by and among the City
of Dubuque, Dubuque Initiatives, and Flexsteel Industries, Inc. is hereby approved.
Section 2. Thal the Mayor is here6y authorized and directed to execute the
Redevelopment Project 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 Ciry Manager is authorized to take such actions as are
necessary to comply with the terms of the Redevelopment Project Agreement as herein
approved.
Passed, approved and adopted this 15°1 day of M�, 2017.
� t�L 1'� ,'.1-t.�;—���
Roy D. 6u�ol, Mayor
%
AttesC
'"`?���;
%//i'/�//���'
Kevin 5. Fimstahl ity Clerk
,
CERTIFICATE of the CITY CLERK
STATE OF IOWA )
) SS:
COUNTY OF DUBUQUE �
I, Kevin S. Fimstahl, do hereby certify that I am the duly appointed, qualified, City Cierk
of the City of Dubuque, lowa, in the County aforesaid, and as such City Clerk, I have in
my possession or have access to the records of the proceedings of the City Council. I
do further state that the hereto attached Resolution No. 180-17 is a true and correct
copy of the original.
In Testimony Whereof, I hereunto set my hand and official seal of the City of Dubuque,
lowa.
Dated at Dubuque, lowa, on this 7th day of June, 2017.
,;-/-
,���-�
:.��,.�1�!/yl�
K n'S. Fimstahl, CMC, City Clerk
(SEAL)
OFFER TO BUY REAL ESTATE AND ACCEPTANCE (THE AGREEMENT)
TO: City of Dubuque, lowa, Seller
SECTION 1. REAL ESTATE DESCRIPTION. Dubuque County, lowa (Buyer) offers to
buy all of Seller's right, title and interest in and to the real estate in Dubuque County,
lowa, described as follows:
Lot 4 of Dubuque Industrial Center South First Addition in the City of
Dubuque, lowa
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
I
(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
1 St 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 of Dubuque, lowa, Dubuque Initiatives, and
Flexsteel Industries, Inc., dated the /`��'�day of ;/��I„- , 2017 (Redevelopment
Agreement). ��
i
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 I
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 fiscai
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, lowa law and Title Standards of the lowa 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, lowa is being undertaken pursuant to lowa 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 e?'�f'`day of
,•";`�'� , 2017, between Buyer and Flexsteel Industries, Inc. or an affiliate
there f relating to Lot 4 of Dubuque Industrial Center South First Addition in the
City of Dubuque, lowa;
(2) That certain Development Agreement Between the City of Dubuque, lowa
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
THIS AGREEMENT IS ACCEPTED
� l .
Dated: J`"/J "' � � Dated: � ���
BUYER SELLER
DUBUQUE COUNTY, IOWA , CITY OF DUBUQUE, IOWA
-,'_ l'/ `�� /'�-
``� �� ��.�,. B ,�` �<
� �: w� � -_
___-.-
y� � y• r
J y V1/ickham, Chairperson Mic�iael C. Van Miliigen
City Manager
6
EXHIBIT A
EXISTING Lul
INE
LOT C INDUS 1 <IAL
CENTER WEST
2ND ADD.
LOT 1 INDUSTRIAL
CENTER WEST
2N() ADD.
ACRE LOT
1 Nonce - These maps are compileu for assesomeni 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
.�
RESOLUTION NUMBER l r�` 1�(
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.
,
� ���
Jay Wick�i`iam, Chairperson
Dubuque County Board of Supervisors
Approved: May 15, 2017
Attest:
�/�`�.� ,� ��
�;'a,.�t-i,(\j,�a�s+���{,,
�1 :
Mary 1�Habel
Deputy Dubuque County Auditor
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, lowa (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, lowa
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, lowa (County) have entered into an
Ac�rPPmPnt nur�uant t� which Citv will cnnvPv thP PrnnPrtv tn �;ni intv• anrl
- -�� --...---- r-�-------- -- --...--• --v --�•- --•••-� -.._ . .-r-•v �- --�.._�, �.._
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. The Mayor is hereby authorized and directed to execute a Warranty
Deed disposing of all of the City's right, title and interest in the Property to Dubuque
County, lowa.
Section 2. The City Manager and the City Attorney are authorized to take such
further action as is necessary to finalize the sale of the Property.
Passed, approved and adopted this 5th day of June, 2017.
��
� U � ��
Roy D/�uol, Mayor
,��
Attest:
,,.�,- �����
Kevin S. Fir,n�tahl, Cit�Clerk
F:\Users\tsteckle\Lindahl\Flexsteel 2016\Resolution Disposing of Interest_052417.docx
2
EXHIBIT A
4011 Alt
EXISTING LOT
LINE
CENTER WEST
LOT 1 INDUST
CENTER WEST
2ND ADD.
PROPOSED 3.88
ACRE LOT
09264761106
1•rp.K."71f�'s.. _
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.
3
CERTIFICATE of the CITY CLERK
STATE OF IOWA )
) SS:
COUNTY OF DUBUQUE )
I, Kevin S. Firnstahl, do hereby certify that I am the duly appointed, qualified, City Clerk
of the City of Dubuque, lowa, in the County aforesaid, and as such City Clerk, I have in
my possession or have access to the records of the proceedings of the City Council. I
do further state that the hereto attached Resolution No. 202-17 is a true and correct
copy of the original.
In Testimony Whereof, I hereunto set my hand and official seal of the City of Dubuque,
lowa.
Dated at Dubuque, lowa, on this 6th day of June, 2017.
�
_. ,
�
Kevin . Firnstahl, GMC, �ity Clerk
(SE�L)