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12 17 20 City Council Proceedings Official_SpecialCITY OF DUBUQUE, IOWA CITY COUNCIL PROCEEDINGS SPECIAL SESSION OFFICIAL The Dubuque City Council met in special session at 5:00 p.m. on December 17, 2020. Due to the COVID-19 pandemic and mandates for social distancing, this meeting was conducted virtually via GoToMeeting and aired live on CityChannel Dubuque (Mediacom cable channels 8 and 117.2), streamed live on the city’s website at www.cityofdubuque.org/media, and streamed live on the City’s Facebook page at www.facebook.com/cityofdubuque. Present: Mayor Buol; Council Members Cavanagh, Jones, Lynch, Resnick, Roussell, Sprank; City Manager Van Milligen, City Attorney Brumwell Mayor Buol read the call and stated this is a special session of the City Council called for the purpose of conducting such business that may properly come before the City Council. PUBLIC HEARINGS 1. Resolution approving the Consent to Assignment and Assumption of the Development Agreement between the City of Dubuque and Flexsteel Industries, Inc. to Simmons Pet Food, Inc.: City Manager recommended adoption of a resolution approving the Consent to the Assignment by Flexsteel Industries, Inc. to Simmons Pet Food Inc. of the Development Agreement dated June 5, 2017, between the City of Dubuque and Flexsteel Industries, Inc. The resolution approving the Consent to Assignment and Assumption of the Development Agreement between the City of Dubuque and Flexsteel Industries, Inc. to Simmons Pet Food, Inc. was required to be approved before the public hearing to approve the Disposition of an interest in City owned real estate and the Amended and Restated Deve lopment Agreement between the City of Dubuque and Simmons Pet Food, Inc. including the issuance of Urban Renewal Tax Increment Revenue Grant Obligations. The agenda platform utilized for agenda creation does not allow action items to proceed public hearing s. Therefore, the Consent to Assignment resolution was included within the Public Hearing section as an action item to ensure it was approved before the Disposition of an interest in City owned real estate public hearing. Scott Salmon, President of Simmons Pet Food, provided a presentation on Simmons. Motion by Jones to receive and file the documents and adopt Resolution No. 358-20 Approving the Consent to Assignment and Assumption Agreement of Development Agreement by and between Flexsteel Industries, Inc., a Minnesota Corporation ("Flexsteel" "Assignor"), and Simmons Pet Food, Inc., an Arkansas Corporation ("Simmons" "Assignee"). Seconded by Cavanagh. Motion carried 7-0. RESOLUTION NO. 358-20 APPROVING THE CONSENT TO ASSIGNMENT AND ASSUMPTION AGREEMENT OF DEVELOPMENT AGREEMENT BY AND BETWEEN FLEXSTEEL INDUSTRIES, INC., A MINNESOTA CORPORATION (“FLEXSTEEL” "ASSIGNOR"), AND SIMMONS PET FOOD, INC., AN ARKANSAS CORPORATION (“SIMMONS” "ASSIGNEE"), WHEREAS, Flexsteel and the City of Dubuque (City) en tered into a Development Agreement dated June 5, 2017 (the “Development Agreement”); WHEREAS, the conditions precedent of the Development Agreement for the acquisition of certain real estate and the construction of the improvements on the real estate legally described as Lot 4 of Dubuque Industrial Center South First Addition in the City of Dubuque, Iowa (the “Property”), have been completed; WHEREAS, Assignor and Assignee will enter into a certain Purchase and Sale Agreement, (the "Purchase Agreement"), as may be amended, which, among other things, is subject to the assignment of all of Assignor’s rights, title and interest in, and Assignee’s assumption of all of Assignor's duties and obligations under the Development Agreement; WHEREAS, under Paragraph 6.10 of the Development Agreement, any assignment of the Development Agreement or any sale or other transfer of any portion of the Property during the Term requires the consent of the City; WHEREAS, Flexsteel desires to transfer its interest in the Property pursuant to the Purchase Agreement, and to assign its interest in the Development Agreement to Assignee; WHEREAS, Assignee desires to obtain Assignor’s interest in the Property pursuant to the Purchase Agreement, and to assume Assignor’s interest in the Development Agreement; and WHEREAS, City believes that such consent is in the vital and best interests of City and in accord with the public purposes of the applicable federal, state and local laws and the requirements under which the Project was undertaken and assisted and is therefore willing to consent to the proposed transfer of the Property and assignment of the Development Agreement NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA, AS FOLLOWS: 1. The Consent to Assignment and Assumption Agreement in the form attached to the Assignment and Assumption Agreement is hereby approved. 2. The Mayor is authorized and directed to sign the Consent to Assignment and Assumption Agreement on behalf of the City of Dubuque. 3. The Mayor is authorized and directed to sign the Amended Memorandum of Development Agreement in the form attached to the Assignment and Assumption Agreement in the form as Exhibit 1. Passed, approved and adopted this 17th day of December, 2020. Roy D. Buol, Mayor Attest: Adrienne N. Breitfelder, City Clerk 2. Resolution approving the Disposition of an interest in City owned real estate and the Amended and Restated Development Agreement between the City of Dubuque and Simmons Pet Food, Inc. including the issuance of Urban Renewal Tax Increment Revenue Grant Obligations: Proof of publication on notice of public hearing to consider approval of the disposition of an interest in City owned real estate and the Amended and Restated Development Agreement between the City of Dubuque and Simmons Pet Food, Inc. including the issuance of Urban Renewal Tax Increment Revenue Obligations, and City Manager recommended approval. Becky Sisco, 1205 Pamela Ct., and DeVon Welty, 16435 Old Highway Rd., spoke during the public input section of the public hearing. Ms. Sisco provided statements regarding a 2017 class action lawsuit against Simmons, the recent closure of a Simmons plant in Pennsylvania , and the potential utility costs incurred by the City for Simmons’ use of the facility. Ms. Welty expressed concern about air quality and stated that she was pending the EQI results from Simmons’ Emporia plant to determine the air quality of the plant. Mr. Salmon introduced Andrew McEachern, from Simmons’ legal team, and Brian Potter, Vice President of Operations, to respond to Ms. Sisco’s and Ms. Welty’s statements. Mr. McEachern stated that the lawsuit that Ms. Sisco was referencing was recently dismissed. Mr. McEachern also provided a summary of CAAIR, a non-profit residential addiction recovery program that Simmons partners with to offer opportunities for participants, and which was associated with the referenced class action lawsuit. Mr. Potter recommended contacting residents of Emporia to attest to the air quality. Mr. Potter stated that there are no unpleasant odors in the facility and referenced the company receiving the highest possible rating for the past 10 years from BRC, an auditing company that audits pet food facilities a nd bakeries. Ms. Welty asked if the BRC report is available to the public. Mr. McEachern stated he was unsure if the BRC report is available to the public, but the company has various scores that they can make available upon request. City Manager Van Milligen stated that the Water Resource and Recovery Center and the Water Department both have existing capacity in their plants and do not need to add capacity. City Manager Van Milligen stated that the cost to process Simmons’ utilities is a fraction of the revenue that the City will receive from the company. City Manager Van Milligen also stated that the City must move one valve for water, which will cost $15,000, but this action is part of the City’s conveyance system improvements that were established prior to Simmons’ interest in purchasing the facility. The City Council spoke in favor of the agreement and the positive benefits it will have on the community. Motion by Jones to receive and file the documents and adopt Resolution No. 359-20 Approving an Amended and Restated Development Agreement between the City of Dubuque, and Simmons Pet Food, Inc. for the sale of City -owned property including the issue of Urban Renewal Tax Increment Revenue Obligations. Seconded by Lynch. Motion carried 7-0. RESOLUTION NO. 359-20 APPROVING AN AMENDED AND RESTATED DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DUBUQUE, AND SIMMONS PET FOOD, INC. FOR THE SALE OF CITY-OWNED PROPERTY INCLUDING THE ISSUANCE OF URBAN RENEWAL TAX INCREMENT REVENUE OBLIGATIONS Whereas, the City Council, by Resolution No. 356-20, dated December 11, 2020, declared its intent to dispose of an interest in City of Dubuque real estate pursuant to an Amended and Restated Development Agreement between the City of Dubuque, and Simmons Pet Food, Inc., including the issuance of Urban Renewal Tax Increment Revenue Obligations; and Whereas, pursuant to published notice, a public hearing was held on the proposed Amended and Restated Development Agreement on December 17, 2020 at 5:00 p.m. by virtual means; and Whereas, it is the determination of the City Council that approval of the Amended and Restated Development Agreement for development of property by Simmons Pet Food, Inc., according to the terms and conditions set out in the Amended and Restated Development Agreement, is in the public interest of the City of Dubuque. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. That the Amended and Restated Development Agreement by and between the City of Dubuque and Simmons Pet Food, Inc., a copy of which is attached hereto, including the issuance of Urban Renewal Tax Increment Revenue Obligations, is hereby approved. Section 2. That the Mayor is hereby authorized and directed to execute the Amended and Restated Development Agreement on behalf of the City of Dubuque and the City Clerk is authorized and directed to attest to his signature. Section 3. That the City Manager is authorized to take such actions as are necessary to comply with the terms of the Amended and Restated Development Agreement as herein approved. Passed, approved and adopted this 17th day of December 2020. Roy D. Buol, Mayor Attest: Adrienne N. Breitfelder, City Clerk There being no further business, Mayor Buol declared the meeting adjourned at 5:59 p.m. /s/Adrienne N. Breitfelder, City Clerk