Loading...
Flexsteel Expansion Project_Port of DubuqueMasterpiece on the Mississippi TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Expansion of Flexsteel Industries Inc. in the Port of Dubuque DATE: March 30, 2011 Economic Development Director Dave Heiar recommends that a public hearing be set for April 18, 2011, on the disposition of approximately 27,137 square feet of property in the Port of Dubuque to Flexsteel Industries, Inc. for the purpose of constructing a 40,000 square foot multi -story corporate office building. Flexsteel Industries, Inc. has committed to retaining the current 101 full -time corporate positions and adding at least 10 new jobs at the new facility. I concur with the recommendation and respectfully request Mayor and City Council approval. Mic ael C. Van Milligen MCVM:jh Attachment cc: Barry Lindahl, City Attorney Cindy Steinhauser, Assistant City Manager David J. Heiar, Economic Development Director Dubuque All-America City IIIII, 2007 Masterpiece on the Mississippi TO: Michael Van Milligen, City Manager FROM: David J. Heiar, Economic Development Directo DATE: March 25, 2011 SUBJECT: Expansion of Flexsteel Industries Inc. in the Port of Dubuque Dubuque AHAmerIcacrtr 2007 INTRODUCTION This memorandum presents for City Council consideration a Resolution initiating the sale of approximately 27,137 sq. ft. and a permanent easement on 1003 sq. ft. identified on the attached exhibit to Flexsteel Industries, Inc. who will be constructing a 40,000 square foot multi- story corporate office building for Flexsteel Industries, Inc. The attached Resolution sets a public hearing on the disposition of this property for April 18, 2011. BACKGROUND City staff has worked with the Greater Dubuque Development Corporation and Flexsteel Industries, Inc. on an expansion plan for their corporate headquarters in Dubuque. They have committed to retaining the current 101 full time corporate positions, and adding at least 10 new jobs at the new facility. Flexsteel Industries, Inc. and Subsidiaries was incorporated in 1929 and is one of the oldest and largest manufacturers, importers and marketers of residential and commercial upholstered and wooden furniture products in the country. Product offerings include a wide variety of upholstered and wood furniture such as sofas, loveseats, chairs, reclining and rocker - reclining chairs, swivel rockers, sofa beds, convertible bedding units, occasional tables, desks, dining tables and chairs and bedroom furniture. The Company's products are intended for use in home, office, hotel and other commercial applications. Featured as a basic component in most of the upholstered furniture is a unique steel drop -in seat spring from which the name "Flexsteel" is derived. The Company distributes its products throughout the United States through the Company's sales force and various independent representatives. The Company's products are also sold to several national and regional chains, some of which sell on a private label basis. Flexsteel currently employs more than 1,250 associates corporately and has 315 local employees in four company divisions (warehouse, manufacturing, printing /sampling and corporate). The company also has manufacturing and distribution sites in Georgia, Arkansas, Mississippi, Pennsylvania, Kentucky, Indiana, California, Mexico, China, Thailand and Vietnam. The proposed project would relocate 101 current corporate positions from the existing facility at 3400 Jackson Street to the new Flexsteel Corporate offices in the Port of Dubuque. The company has also committed to the creation of 10 new corporate positions. Following both Flexsteel's and the City of Dubuque's commitment to environmental sustainability, the building will be designed to be energy- efficient and environmentally friendly, including a design that utilizes large windows to make use of natural light. The new corporate office will feature Flexsteel's world -class products throughout, including our DMI commercial office, Flexsteel hospitality and home furnishings lines. The building will allow for expansion to take advantage of future growth opportunities. DISCUSSION The proposed Development Agreement provides for several incentives to encourage a local expansion. An Acquisition Grant reduces the sale price of the land from $12.00 sq. ft. to $6.00 sq. ft. and the easement price from $6.00 sq. ft. to $3.00 sq. ft. A 10 -year property tax rebate on the building has been offered to the company to assist in their expansion. The rebate is a form of tax increment financing without issuing a tax increment finance bond to loan monies to the company upfront. As the company pays its future tax obligation on the new facility, the City will rebate 100% (minus debt service and the School District Physical Plant and Equipment Levy) of the new TIF increment for 10 years. The attached Development Agreement establishes the terms of the sale of the property to Flexsteel Industries, Inc. The key elements of the agreement include the following: 1) The purchase price is $12.00 per sq. ft. for 27,137 sq. ft. An Acquisition Grant to the developer reduces the cost to $6.00 sq. ft. The easement price for 1003 sq. ft. is $6.00 per sq. ft. and will be reduced to $3.00 per sq. ft. 2) The property will be conveyed on such date as the parties may agree but not later than six (6) months after the date of the Agreement. 3) The company must construct a building of not less than 40,000 square feet costing approximately $9,000,000. 4) Flexsteel will pay to haul excess fill from the site, however the City will be responsible for any extra cost associated with disposal of this fill. 5) The City is retaining easement areas on the West, North and South sides of the property to allow public access to the parking ramp and to provide for a wider public area along 5 Street. This extra space will accommodate future public amenities (i.e. tables, benches). 6) Flexsteel Industries, Inc. must retain 101 full -time corporate positions and create 10 new jobs within two years. The 111 corporate office jobs must be retained for the term of the Agreement. 7) The company will receive a 10 year TIF in the form of a yearly tax rebate on the value of the assessable improvements. 8) Employees of the company will be allowed to park in the Port of Dubuque Parking Ramp at no cost, so long as the Diamond Jo does not default on their Development Agreement with the City. Additional terms and conditions of the disposition of the property are included within the attached Development Agreement. RECOMMENDATION I recommend that the City Council set for public hearing the disposition of the Port of Dubuque property to Flexsteel Industries, Inc. for the purpose of constructing a 40,000 sq. ft. multi -story office building. This action supports the Council's objectives to assist a local business expand its operations and create new jobs. ACTION STEP The action step for the City Council is to adopt the attached Resolution. F: \USERS \Eton Dev \Flexsteel\20110324 Flexsteel Council memo Public Hearing.doc PROpti5ER-JQF EASEMENT FOR UTILITIES A ND_ ACCESS EASEMENT AREA 1,003 _SF I I PROPOSED 10' EASEMENT FOR UTILITIES AND INGRESS/EGRESS AND BUILDING PROJECTIONS AND NO BUILD AREA EXCEPT FOR BRIDGE CONNECTION(S) FROM RAMP TO PORT OF DUBUOUE OFFICE DEVELOPMENT EASEMENT AREA 1,625 SF PROPOSED 10' EASEMENT FOR STORM SEWER DRAIN EASEMENT AREA 50D SF / I . PROPOSED 5.5' EASEMEN FOR UTILITY AND INGRESS/EGRESS EASEMENT AREA 289 SF 7 \ SWITCH CABIN�T� N EXHIBIT FOR DEVELOPMENT AGREEMENT � NORTH y HORIZONTAL. SCALE M FEET \\ a s ao y. GRAwINC MAY HAVE BEEN REDUCED S c., F \ PROPOSED LOT 1 OF 1 IN ADAMS , s \ \. COMPANY'S 4TH ADDITION � F\ s ■ '' IN THE CITY OF DUBUQUE. IOWA 7 \ PROPOSED EA ENT' FOR S ` 27.137 SQ. FT. LANDSCAPING o FINAL PLATTING OF LOT 1 -1 AND LOT 2 -1 IN ADAMS COMPANY'S 4TH ADDITION WILL a \ OCCUR AFTER THE BUILDING IS COMPLETED TO VERIFY THE RELATIONSHIP BETWEEN THE s\ \ BUILDING AND PLATTED PROPERTY LINE s \ • \D ./// /// EXISTING LOCATION STEEL UTILITY POLE W/ CONC BASE LIST OF PROPOSED UTILITIES from forth aide of from nodh Ado of 510 St remove ea PVC line & 2 es MIT St Center line Intakes ess EXISTING from south Ado of from south Ade of from south alde LOCATION 5th St 5th St of 5th St from south side of 5th from swim Ado from south aide of 5th St of 5th St INIEGRITYEXPERTSESG UT I w ENGNEERS snuefa+n nc CCCUEEN.S NAVE SEEN PREPAREOSPECRCALLY FOR TMS PROJECT ON, THEY APE NOT SUITABLE FOR USE ON OTTER PROJECIS OR IN vwn ¢FmE EXPRESSVAVITEN CONSENT CE REPRODUCTION IS PROHIBITED CIVIL ENGINEERING STRUCTURAL ENGINEERING NARONMENTAS ENGINEERING MUNICIPAL ENONEERINO WILCO. DESIGN .NO SURVEYING CONSTRUCTION SERVICES Sheet V1.01 Project No: 10111-0s a 0 EAST FIFTH ST. LOT PRELIMINARY PROPERTY EXHIBIT LOT 1 -1 AND LOT 2 -1 OF ADAMS COMPANY'S 4TH ADDITION IN THE CITY OF DUBUQUE, IOWA IRON ROD IN CONC d WALK UNDER 2" o DIA. ORANGE PLUG Z 167.13' 74.1 • N59'55'324 4 241.27' I LOT 1 ADAMS COMPANYS 3RD ADDITION DESCRIPTION: LOT 1 OF ADAMS COMPANY'S 411H ADDITION IN THE CITY OF DUBUQUE, IOWA PROPRIETOR: CITY OF DUBUQUE PREPARED FOR: CITY OF DUBUQUE DATE PREPARED: MARCH 29, 2011 TOTAL AREA SURVEYED: 5.765 ACRES LOT 2 -1 5.142 ACRES • S58'35'29 "E 517.95' %%%%% %%%%% 1 11 181/ 1 x 'i JOHN M. E = TRAN �4F$ LS 1 `, .* o o e '', � ' �4 Iq L A N , I L1 1 i LOT 1 -1 Id 0.623 ACRES L- - - • I -I I N59'01'28 "W 380.40' BALANCE OF LOT 3 ADAMS COMPANYS 2ND ADDITION BALANCE OF LOT 1 ADAMS COMPANYS 1ST ADDITION FOR IIW. P.C. L5 I o EX. TRANSMISSION UNE EASEMENT I--- - INST. NO. 8511 -78 (50' EACH SIDE OF CENTERLINE) I HEREBY CERTIFY THAT THIS LAND SURVEYING DOCUMENT WAS PREPARED AND THE RELATED SURVEY WORK WAS PERFORMED BY ME OR UNDER MY DIRECT PERSONAL SUPERVISION AND THAT I AM A DULY UCEMSED LAND SURVEYOR UNDER THE LAWS OF THE STATE OF 1 LEGEND EXHIBIT BOUNDARY - - - -- EASEMENT LINE • FOUND 5/8" IRON ROD W/ RED PLASTIC CAP NO. 12631 ® FOUND MAG NAIL IN CONC 0 SET 5/8" IRON ROD W/ RED PLASTIC CAP NO. 12631 NOTE THIS SURVEY IS SUBJECT TO EASEMENTS, RESERVATIONS, RESTRICTIONS AND RIGHTS - OF -WAY OF RECORD AND NOT OF RECORD. �YIVI•M!'fRAiu DATE UCENSE NO. 12831 MY UCENSE RENEWAL DATE IS 12/31/2012 PAGES OR SHEETS COVERED BY THIS SEAL THIS SHEET ONLY yoo liiv 4 GRAPHIC SCALE 0 120 1"=120' DRAWING MAY HAVE BEEN REDUCED aPG r • • -- "� oa,rlwwnal — e"wowona nw.m.. NI�CfY� snewnw+e,wa"o wo wa�wo DRAWN ARC P LAT NO. 41 -IA -11 CHECKED JUT DATE 03 -29-11 240 r.n.oMINN PROJ. NO. 10111 -08 SHEET 1 of 2 P: \10\111VO-GA RA ON\SOFE E' \10111 -00. 10' EASEMENT FOR UTIUTIES AND ACCESS 1,003 SQ. FT. 1111 1«< 10' EASEMENT FOR UTILITIES AND INGRESS/EGRESS AND BUILDING PROJECTIONS AND NO BUILD AREA EXCEPT FOR BRIDGE CONNECTION(S) FROM RAMP TO PORT OF DUBUQUE OFFICE DEVELOPMENT jta BEARING DIST. .1 N59'01 '06"W 214.82' 2 530'58'54 'W 81.02' 3 559'01'06 "E 91.96' .4 530'58'54 "W 81.15' .5 S59'22'46 "E 120.50' .6 N59'02'42 "W 60.87' 7 MIL'19 %19 "W 76 AFi' PRELIMINARY PROPERTY EXHIBIT LOT 1 -1 AND LOT 2 -1 OF ADAMS COMPANY'S 4TH ADDITION IN THE CITY OF DUBUQUE, IOWA EASEMENT FOR LANDSCAPING AND INGRESS/EGRESS 5.5' EASEMENT FOR UIIUTIES AND INGRESS/EGRESS IIW DRAWN C PLAT NO. 41 —IA -11 CHECKED JIT PROD. NO. 10111 -08 ATE 03 -29-11 SHEET 2 of 2 P: \10 \1I \111-Oe RA1rIGS\SIRYEY\19111 - 011 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. 118 -11 INTENT TO DISPOSE OF AN INTEREST IN CITY OF DUBUQUE REAL ESTATE AND FIXING THE DATE FOR A PUBLIC HEARING OF THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA ON THE PROPOSED ISSUANCE OF URBAN RENEWAL TAX INCREMENT REVENUE OBLIGATIONS AND THE EXECUTION OF A DEVELOPMENT AGREEMENT RELATING THERETO WITH FLEXSTEEL INDUSTRIES, INC. AND PROVIDING FOR THE PUBLICATION OF NOTICE THEREOF Whereas, the City of Dubuque, Iowa (City) is the owner of the following real property (the Property); Lot 1 -1 in Adams Company's 4th Addition, in the City of Dubuque, Iowa And Whereas, City and Flexsteel Industries, Inc. have entered into a Development Agreement, subject to the approval of the City Council, a copy of which is now on file at the Office of the City Clerk, City Hall, 13 and Central Avenue, Dubuque, Iowa, pursuant to which City will convey the Property to Flexsteel Industries, Inc. as shown on Exhibit A attached hereto; and Whereas, the City Council has tentatively determined that it would be in the best interests of the City to approve the Development Agreement, including the conveyance of the Property to Flexsteel Industries, Inc.; and Whereas, it is deemed necessary and advisable that City should authorize Urban Renewal Tax Increment Revenue obligations, as provided by Chapter 403 of the Code of Iowa, and to enter into the Development Agreement relating thereto for the purpose of carrying out an Urban Renewal Plan as hereinafter described; and Whereas, before said obligations may be approved, Chapter 403 of the Code of Iowa requires that the City Clerk publish a notice of the proposal and of the time and place of the meeting at which the City Council proposes to take action thereon and at which meeting the City Council shall receive oral and /or written objections from any resident or property owner of said City to such proposed action. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. The City of Dubuque intends to dispose of its interest in the foregoing - described Property by Deed to Flexsteel Industries, Inc. Section 2. The City Clerk is hereby authorized and directed to cause this Resolution and a notice to be published as prescribed by Iowa Code Section 364.7 of a public hearing on the City's intent to dispose of the foregoing- described Property, to be held on the 18 day of April, 2011, at 6:30 o'clock p.m. in the City Council Chambers at the Historic Federal Building, 350 W. 6 Street, Dubuque, Iowa. Section 3. The City Council will also meet at said time and place for the purpose of taking action on the matter of authorizing Urban Renewal Tax Increment Revenue obligations and the execution of the Development Agreement relating thereto with Flexsteel Industries, Inc. the proceeds of which obligations will be used to carry out . certain of the special financing activities described in the Urban Renewal Plan for the Dubuque Industrial Center Economic Development District, consisting of the funding of economic developments grants to Flexsteel Industries, Inc. pursuant to the Development Agreement under the terms and conditions of said Urban Renewal Plan. It is expected that the aggregate amount of the Tax Increment Revenue obligations will be approximately $1,540,000. Section 4. The Clerk is hereby directed to cause at least one publication to be made of a notice of said meeting, in a newspaper, printed wholly in the English language, published at least once weekly, and having general circulation in said City, said publication to be not less than four days nor more than twenty days before the date of said meeting on the issuance of said obligations. Section 5. That the notice of the proposed action to issue said obligations shall be in substantially the form attached hereto. Passed, approved and adopted this 4 day of April, 2011. Buol, Mayor Attest: anne F. Schneider, City Clerk NOTICE OF A PUBLIC HEARING OF THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA, ON THE MATTER OF THE PROPOSED AUTHORIZATION OF URBAN RENEWAL TAX INCREMENT REVENUE OBLIGATIONS AND THE EXECUTION OF A DEVELOPMENT AGREEMENT RELATING THERETO WITH FLEXSTEEL INDUSTRIES, INC. AND DISPOSING OF THE CITY'S INTEREST IN CERTAIN REAL ESTATE PUBLIC NOTICE is hereby given that the City Council of the City of Dubuque, Iowa, will hold a public hearing on the 18 day of April, 2011, at 6:30 p.m. in the City Council Chambers at the Historic Federal Building, 350 W. 6 Street, Dubuque, Iowa, at which meeting the City Council proposes to take action disposing of the City's interest by Deed to Flexsteel Industries, Inc. in the following described real estate: Lot 1 -1 in Adams Company's 4 Addition, City of Dubuque, Iowa And for the authorization of Urban Renewal Tax Increment Revenue obligations and the execution of a Development Agreement relating thereto with Flexsteel Industries, Inc. in order to carry out certain of the special financing activities in the Urban Renewal Plan for the Port of Dubuque Economic Development District, consisting of the funding of economic development grants to Flexsteel Industries, Inc. pursuant to a Development Agreement entered into with Flexsteel Industries, Inc. under the terms and conditions of said Urban Renewal Plan. It is expected that the aggregate amount of the Tax Increment Revenue obligations will be approximately $1,540,000. At the meeting, the City Council will receive oral and written objections from any resident or property owner of said City to the above action. After all objections have been received and considered, the City Council may at this meeting or at any adjournment thereof, take additional action for the disposition of the City's interest in such real estate above, the approval of the Development Agreement, and authorization of such Tax Increment Revenue obligations or will abandon the proposal. By order of the City Council said hearing and appeals there from shall be held in accordance with and governed by the provisions of Section 403.9 of the Code of Iowa. This notice is given by order of the City Council of the City of Dubuque, Iowa, as provided by Chapter 403 of the Code of Iowa. Dated this day of 2011. Jeanne F. Schneider City Clerk of Dubuque, Iowa F: \USERS\Econ Dev\Flexsteel\20110324 Flexsteel Resolution Setting Public Hearing on DA.doc 033111 balrevl DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND FLEXSTEEL INDUSTRIES, INC This Development Agreement (Agreement), dated for reference purposes the day of April, 2011 between the City of Dubuque, Iowa, a municipality (City), acting under authorization of Iowa Code Chapter 403, as amended (Urban Renewal Act), and Flexsteel Industries, Inc., a Minnesota corporation, with its principal place of business at Dubuque, IA (Developer). SECTION 1. RECITALS. In furtherance of the objectives of the Urban Renewal Act, City has undertaken an Urban Renewal project to advance the community's ongoing economic development efforts, specifically, Developer desires to construct a building for office space purposes as described herein (the building is sometimes referred to as the "Project ", if the context requires) in the Port of Dubuque, Dubuque, Iowa (the Project Area) as shown on the Site Plan, Exhibit B -1 attached hereto and incorporated herein by reference. As of the date of this Agreement there has been prepared and approved by City an Urban Renewal Plan for the Project Area consisting of the Urban Renewal Plan for the Port of Dubuque Economic Development District, approved by City Council of City on April 19, 2004, and as subsequently amended through and including the date hereof, (attached as Exhibit A) (the Urban Renewal Plan). A copy of the Urban Renewal Plan, as constituted on the date of this Agreement and in the form attached hereto, has been recorded among the land records in the office of the Recorder of Dubuque County, Iowa. 1.1. Developer desires to construct a home office for its multistate business as shown on the Site Plan, upon and has requested that City sell to Developer the real estate consisting of 0.623 acres legally described as follows: Lot 1 -1 of Adams Company's 4 Addition in the City of Dubuque, Iowa together with all easements, tenements, hereditaments and appurtenances belonging thereto (the Property). 1.2. City believes that the development of the Property pursuant to this Agreement, and the fulfillment generally of this Agreement, are in the vital and best interests of City and in accord with the public purposes and provisions of the applicable federal, state and local laws and the requirements under which the applicable Project has been undertaken and is being assisted. Therefore, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as set forth herein. SECTION 2. CONVEYANCE OF THE PROPERTY TO DEVELOPER. 2.1. Purchase Price. (1) Subject to the terms and conditions herein the purchase price for the Property (the Property Purchase Price) shall be the sum of Twelve & 00/100 Dollars ($12.00) per sq. ft. for 27,137 sq. ft. and a total Purchase Price of $325,644.00 which shall be due and payable by Developer in immediately available funds in favor of City at the Closing on the date indicated in Section 10.3 (the Closing Date). (2) The purchase price for the easements shown on Exhibit B -2 (the Easement Purchase Price) shall be Six Dollars ($6.00) per square foot for 1003 square feet for a total of $6,018.00 which shall be due and payable by Developer in immediately available funds in favor of City at the Closing on the date indicated in Section 10.3. (3) The total purchase price for the Property and the easements shall be $331,662.00 (the Purchase Price) which shall be due and payable by Developer in immediately available funds in favor of City at the Closing on the date indicated in Section 10.3 2.2. Title to Be Delivered. At the Closing, City agrees to convey good and marketable fee simple title in the applicable portion of the Property to Developer subject only to easements, restrictions, conditions and covenants of record as of the date hereof to the extent not objected to by Developer as set forth in this Agreement, and subject to the conditions subsequent set forth in Section 4. (1) City, at its sole cost and expense, shall deliver to Developer an abstract of title to the Property continued through a date within thirty (30) days of the Closing Date reflecting merchantable title in City in conformity with this Agreement, applicable state law and the Title Standards of the Iowa State Bar Association. The abstract shall be delivered together with full copies of any and all encumbrances and matters of record applicable to that portion of the Property, and such abstract shall become the property of Developer when the Purchase Price is paid in full in the manner as aforesaid. (2) Developer shall have until the Closing Date to render objections to title with respect to the Property being conveyed, including any easements or other encumbrances not satisfactory to Developer, in writing to City. Developer agrees, however, to review the Abstract promptly following Developer's receipt of Developer's land survey and the Abstract and to promptly provide City with any objections to title identified therein. Nothing herein shall be deemed to limit Developer's rights to raise new title objections with respect to matters revealed in any subsequent title examinations and surveys and which were not identified in the Abstract provided by City. City shall promptly exercise its best efforts to have 2 such title objections removed or satisfied and shall advise Developer of intended action within ten (10) days of such action. If City shall fail to have such objections removed as of the Closing, or any extension thereof consented to by Developer, Developer may, at its sole discretion, either (1) terminate this Agreement without any liability on its part, or (2) take title subject to such objections. City agrees to use its best reasonable efforts to promptly satisfy any such objections. City acknowledges that Developer needs to acquire the Property as described in Section 10 in order to meet construction and delivery deadlines, and City agrees to exercise its best reasonable efforts to facilitate completion of City's duties under this Agreement in order to accommodate a Closing before such date. 2.3. Rights of Inspection, Testing and Review. Developer, its and its consultant(s), shall have access to the Property and all parts thereof pursuant to the terms and conditions of the Site Access Agreement attached hereto as Exhibit H and incorporated herein by reference, and shall have the further right to make such inquiries of governmental agencies and utility companies, etc. as it considers appropriate. (1) Environmental Investigation /Confidential Information. Information and reports regarding the environmental condition of the Property shall be managed as Confidential Information pursuant to the terms and conditions of the Confidentiality Agreement attached hereto as Exhibit I and incorporated hereby by reference. Developer shall require any person receiving such Confidential Information to execute a confidentiality agreement, in a form acceptable to City. (2) Hazardous Substance Remediation. (a) Prior to the Closing, if City or Developer determines, upon receipt and consideration of any report of investigation of the Property that applicable law requires removal and /or remediation of Hazardous Substances on the Property prior to construction of any of the Minimum Improvements, then City shall retain, at its sole cost and expense, an environmental consultant to prepare a plan (the Environmental Remediation Plan) for the removal and /or remediation of the identified Hazardous Substances to a level as may be required by law and /or to a level sufficient to allow construction of the Minimum Improvements. The Environmental Remediation Plan shall include an estimate of the total costs of conducting the removal and /or remediation (the Remediation Costs) to allow such construction. The estimate of the Remediation Costs shall be based on the cost of local contractors, provided local contractors are qualified and available to perform such work. The estimate of the Remediation Costs shall not include internal staff costs to City. Unless this Agreement is terminated as provided herein, City shall be responsible for the Remediation Costs. However, Developer shall be responsible for the cost of transporting any excess fill from the Property to a site determined by City at a distance not greater than the distance from the Property to the 3 Dubuque Metropolitan Area Solid Waste Agency Landfill (the Landfill). City shall be responsible for any fees charged by the Landfill. (b) In lieu of preparing the Environmental Remediation Plan, either party, in its sole discretion, may elect to terminate this Agreement prior to Closing by giving written notice to the other, without any further obligation on the part of Developer or City. (3) Definitions. For the purposes of this Agreement, the following definitions shall apply: (a) Environmental Law. 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, generation, 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 limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendment and Reauthorization Act of 1986, 42 U.S.C. 9601 et seq.; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and the Hazardous and Solid Waste Amendments of 1984, 42 U.S.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 seq.; the Clean Air Act of 1966, as amended, 41 U.S.C. 7401 et seq.; the Toxic Substances Control Act of 1976, 15 U.S.C. 2601 et seq.; the Hazardous Substances Transportation Act, 49 U.S.C. App. 1801 et seq.; 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 seq.; 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.; the Safe Drinking Water Act of 1974, as amended, 42 U.S.C. 300(f) et seq.; Chapter 455B of the Iowa Code; any similar, implementing or successor law to any of the foregoing and any amendment, rule, regulation, order or directive issued thereunder. (b) Hazardous Substance or Hazardous Substances. Any hazardous or toxic substance, material or waste, which is or becomes regulated by any local government, the State of Iowa or the United States Government. It includes, without limitation, any material or substance that is (i) defined as a "hazardous substance" or "hazardous waste" under Chapter 455B, Iowa Code, (ii) petroleum and petroleum products, (iii) asbestos containing 4 materials in any form or condition, (iv) designated as a "hazardous substance" pursuant to Section 311 of the Federal Water Pollution Control 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 Storage 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. (c) Release. Any spilling, migrating, seeping, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing of any Hazardous 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 onto the Property from an adjacent property. 2.4. City's Indemnification for Environmental Issues. City will hold Developer harmless and fully indemnify Developer against any damage, claim, liability, cleanup expense, causes of action or other expenses arising from or caused by any Hazardous Substance or Hazardous Substances or Release (not caused by Developer) on the Property or any violation of Environmental Laws by the City. This indemnity shall survive closing and shall be for the benefit of any successor and assign of Developer. SECTION 3. REPRESENTATIONS OF CITY. In order to induce Developer to enter into this Agreement and purchase the Property, City hereby represents and warrants to Developer, that: 3.1. There is no action, suit or proceeding pending, or to the best of City's knowledge, threatened against City which might result in any adverse change in the Property being conveyed or the possession, use or enjoyment thereof by Developer, including, but not limited to, any action in condemnation, eminent domain or public taking; 3.2. No ordinance or hearing is pending or, to the best of City's knowledge, contemplated before any local governmental body which either contemplates or authorizes any public improvements or special tax levies, the cost of which may be assessed against the Property. To the best of City's knowledge, there are no plans or efforts by any government agency to widen, modify, or re -align any street or highway providing access to the Property and there are no pending or intended public improvements or special assessments affecting the Property which will result in any charge or lien be levied or assessed against the Property. 5 3.3. All leases, contracts, licenses, and permits between City and third parties in connection with the maintenance, use, and operation of the Property have been provided to Developer and City has provided true and correct copies of all such documents to Developer; 3.4. City has good and marketable fee simple title interest to the Property; 3.5. There are no notices, orders, suits, judgments or other proceedings relating to fire, building, zoning, air pollution, health violations or other matters that have not been corrected. City has notified Developer in writing of any past notices, orders, suits, judgments or other proceedings relating to fire, building, zoning, air pollution or health violations as they relate to the Property of which it has actual notice; 3.6. The Property will as of the date of the Closing Date be free and clear of all liens, security interests, and encumbrances and payment has been made for all labor or materials that have been furnished to the Property or will be made prior to the Closing Date so that no lien for labor performed or materials furnished can be asserted against the Property; 3.7. City has duly obtained all necessary approvals and consents for its execution, delivery and performance of this Agreement, and that it has full power and authority to execute, deliver and perform its obligations under this Agreement. City's attorney shall issue a legal opinion to Developer at the time of each Closing confirming the representation contained herein, in form and substance attached hereto as Exhibit C; 3.8. All City utilities necessary for the development and use of the Property adjoin the Property, and Developer shall have the right to tie into and use said utilities upon payment to City of the required connection and tap fees and all other applicable fees; provided, however, that the cost of any utility relocation shall be at the sole cost of Developer; 3.9. The Property is free and clear of any occupants, and no party has a lease to or other occupancy or contract right in the Property which shall in anyway be binding upon the Property or Developer; 3.10. City shall exercise its best efforts to cooperate with Developer in the development process; 3.11. City shall exercise its best efforts to resolve any disputes arising during the development process in a reasonable and prompt fashion; 3.12. With respect to the period during which City has owned or occupied the Property, and to the best of City's knowledge after reasonable investigation with respect to the time before City owned or occupied the Property, no person or entity has caused or permitted materials to be stored, deposited, treated, recycled, or disposed of on, under 6 or at the Property, other than as described in the environmental reports that City has provided to Developer, specifically (1) Soil Management Plan, East Fifth and Bell Streets, Dubuque, Iowa, Project Number 07037005, August 18, 2006, (2) Phase II Environmental Site Assessment, East Fifth and Bell Streets, Dubuque, Iowa, Project Number 07037005, June 21, 2005, and (3) Supplemental Phase 11 Environmental Site Assessment, Fifth and Bell Streets, Dubuque, Iowa, Project Number 07037005, August 18, 2006, which materials, if known to be present, would require cleanup, removal or some other remedial action under environmental laws; 3.13. There are no fees or other charges payable by Developer for the construction of any City utilities serving the Property other than the fees for connecting to and installing meters and tap fees with regard to such utilities and all city utilities necessary for the development and use of the Property as an office facility adjoin the Property and Developer shall have the right to connect to said utilities, subject to City's connection fees; 3.14. The Property is properly zoned for the various uses described in this Agreement. 3.15. City makes no warranties or representations as to the condition of the Property other than those which are expressly stated in this Agreement; 3.16. City owns the Parking Facility defined in Section 12 and Developer has the right to park in the Parking Facility in accordance with Section 12; 3.17. City will perform all of its obligations under the Parking Agreement between City and Diamond Jo, LLC, dated June 11, 2009, and under Section 2.2 of the Port of Dubuque Public Parking Facility Development Agreement dated October 1, 2007; 3.18. City has completed all required notice to or prior approval, consent or permission of any federal, state or municipal or local governmental agency, body, board or official to the sale of the Property; and consummation of the Closing by City shall be deemed a representation and warranty that it has obtained the same; 3.19. City represents and agrees that, use of the Property as an office building as described in this Agreement is in full compliance with the Urban Renewal Plan; 3.20. The Property has a permanent right of ingress and egress to a public roadway for the use and enjoyment of the Property off of Bell Street; 3.21. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement do not and shall not result in any material breach of any terms or conditions of any mortgage, bond, indenture, agreement, contract, license, or other instrument or obligation to which City is a party or by which either the City or the Property being conveyed are bound, nor shall the execution, delivery and performance of this Agreement violate any statute, regulation, judgment, writ, injunction or decree of any court threatened or entered in a 7 proceeding or action in which City may be bound or to which either City or the Property being conveyed may be subject; and 3.22. The representations and warranties contained in this Section shall be correct in all respects on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date, and such representations and warranties shall survive the Closing. SECTION 4. CONDITIONS TO CLOSING. The Closing of the transactions contemplated by this Agreement and all the obligations of Developer under this Agreement are subject to fulfillment, on or before the Closing Date of the following conditions: 4.1. The representations and warranties made by City in Section 3 shall be correct as of the Closing Date with the same force and effect as if such representations were made at such time. At the Closing, City shall deliver a certificate, in the form of Exhibit D, to that effect; 4.2. Title to the Property shall be in the condition warranted in Section 3.3; 4.3. Developer has obtained at its sole expense any and all necessary governmental approvals, including without limitations building permits, approval of zoning, subdivision or platting which might be necessary or desirable in connection with the sale and transfer and development of the Property. Any conditions imposed as a part of the zoning, platting or subdivision must be satisfactory to Developer, in its sole opinion. City shall cooperate with Developer in attempting to obtain any such approvals and shall execute any documents necessary for this purpose, provided that City shall bear no expense in connection therewith. In connection therewith, City agrees (1) to review all of Developer's plans and specifications for the project and to either reject or approve the same in a prompt and timely fashion; (2) to issue a written notification to Developer, following City's approval of same, indicating that City has approved such plans and specifications, and that the same are in compliance with the Urban Renewal Plan and the Port of Dubuque Master Plan including the Design Standards and /or that the appropriate waivers have been obtained, this Agreement and any other applicable City or affiliated agency requirements, with the understanding that Developer and its lenders shall have the right to rely upon the same in proceeding with the project; (3) to identify in writing as soon as practicable after submission of said plans and specifications, any and all permits, approvals and consents that are legally required for the acquisition of the Property by Developer, and the construction, use and occupancy of the project with the intent and understanding that Developer and its lenders and attorneys will rely upon same in establishing their agreement and time frames for construction, use and occupancy, lending on the project and issuing legal opinions in connection therewith; and (4) to cooperate fully with Developer to facilitate the obtaining of such permits, approvals and consents; 4.4. City has completed all required notice to or prior approval, consent or permission 8 of any federal, state or municipal or local governmental agency, body, board or official to the sale of the Property; and consummation of the Closing by City shall be deemed a representation and warranty that it has obtained the same; 4.5. Developer shall be in material compliance with all the terms and provisions of this Agreement; 4.6. Developer shall have furnished City with evidence, in a form satisfactory to City (such as a letter of commitment from a bank or other lending institution or line of credit and a balance sheet), that Developer has firm financial commitments in an amount sufficient, together with equity commitments, to complete the Minimum Improvements (as defined herein), as the case may be, in conformance with applicable Construction Plans (as defined herein), or City shall have received such other evidence of such party's financial ability as in the reasonable judgment of City is required; 4.7. Receipt of an opinion of counsel to Developer in the form attached hereto as Exhibit E; 4.8. Developer shall have the right to terminate this Agreement at any time prior to the consummation of the closing on the Closing Date. Upon the giving of notice of termination by Developer to City to this Agreement, this Agreement shall be deemed null and void. SECTION 5. CLOSING. The Closing of the purchase and sale of the Property shall take place on the Closing Date. Exclusive possession of the Property shall be delivered on the Closing Date, in current condition and in compliance with this Agreement. All of City's representations and warranties regarding the Property in Section 3 shall survive the Closing. SECTION 6. CITY'S OBLIGATIONS AT CLOSING. At or prior to the Closing Date, City shall: 6.1. Deliver to Developer City's duly recordable Warranty Deed to the Property, in the form attached hereto as Exhibit F (Deed), conveying to Developer marketable fee simple title to the applicable portions of the Property necessary to construct the Project, and all rights appurtenant thereto, including appurtenant easements, subject only to easements, restrictions, conditions and covenants of record as of the date hereof and not objected to by Developer as set forth in this Agreement, and to the conditions subsequent set forth in this Agreement; 6.2. Deliver to Developer the Abstract of Title to the Property; 6.3. Deliver to Developer such other documents as may be required by this Agreement, all in a form satisfactory to Developer; 6.4 Deliver to Developer an affidavit sufficient in form and content to permit the title 9 insurance company to issue owner's and lender's policies of title insurance without the standard pre - printed exceptions (except the survey exception) in the form attached hereto as Exhibit G; and 6.5 Deliver to Developer a recordable perpetual easement or easements, for no additional consideration, granting Developer (and its successors and assigns) vehicular and pedestrian ingress and egress across City property to the Property, all if needed in the reasonable discretion of Developer and all in a form acceptable to City and Developer. Such easement or easements shall run with the land for the benefit of the owners and parties in possession of the Property, their successors and assigns. 6.6 Deliver to Developer a statement at the Closing that all representations and warranties in Section 3 are correct. 6.7. Deliver to Developer a recordable perpetual easement, for no additional consideration, granting Developer, its successors and assigns, the right to connect to the Parking Facility, all as needed in the reasonable discretion of Developer and in a form acceptable to City and Developer. Such easements shall run with the land for the benefit of the owners, their successors and assigns and parties in possession of the Property. 6.8. Deliver to Developer an estoppel certificate certifying that as of the Closing Date, Diamond Jo, LLC is not in default under the Port of Dubuque Public Parking Facility Development Agreement or the Parking Agreement Between the City of Dubuque and Diamond Jo, LLC, and would not be in default with the giving of any notice which goes uncured as provided therein. SECTION 7. DELIVERY OF PURCHASE PRICE: OBLIGATIONS AT CLOSING. At the Closing, and subject to the terms, conditions, and provisions hereof and the performance by City of its obligations as set forth herein, Developer shall pay the applicable Purchase Price to City pursuant to Section 2.1 hereof. SECTION 8. CLOSING COSTS. The following costs and expenses shall be paid in connection with each Closing: 8.1. City shall pay: The transfer fee imposed on the conveyance, if any; All special assessments whether levied, pending or assessed, if any; City's attorney's fees; City's broker and /or real estate commissions and fees, if any; and The cost of recording the satisfaction of any existing mortgage and any other 10 document necessary to make title marketable. 8.2. Developer shall pay: The documentary fee necessary to record the Deed; Developer's attorney's fees; Developer's broker and /or real estate commissions and fees, if any; and All taxes as provided in Section 9. SECTION 9. REAL PROPERTY TAXES. From and after the Closing, Developer shall pay or cause to be paid, when due, all real property taxes, assessments, fees and charges, including but not limited to water, sanitary and storm water fees, connection and tap fees, payable with respect to the Property. SECTION 10. MINIMUM IMPROVEMENTS. 10.1. Minimum Improvements. Subject to Sections 10.2 and 10.3, Developer hereby agrees to construct on the Property a multi -story office building at least the height of the Parking Facility of approximately 40,000 thousand total square feet along with necessary site work as contemplated in this Agreement at an aggregate cost of approximately Nine Million and no /100 Dollars ($9,000,000.00)(the Minimum Improvements). 10.2. Plans for Construction of Minimum Improvements. Within three months of the date of this Agreement, Developer shall submit to City a site plan, plans and specifications, drawings, specifications, and related documents with respect to the Minimum Improvements to be constructed by Developer on the Property (the Construction Plans) for the commercial use of the Property. City shall promptly review all Construction Plans submitted and approve or disapprove such Construction Plans; if such Construction Plans are not approved or disapproved within ten (10) days after being submitted, they shall be deemed approved. The Construction Plans shall be in conformity with Urban Renewal Plan, including the Port of Dubuque Master Plan Design Standards (the Port of Dubuque Design Standards), this Agreement, and all applicable state and local laws and regulations. All work with respect to the Minimum Improvements shall be in substantial conformity with the Construction Plans approved by City. 10.3. Closing of Property and Timing of Improvements. The Closing with respect to the Property needed for construction of the Minimum Improvements on the Property shall be on such date as the parties may agree but not later than six (6) months after the date of this Agreement (the Closing Date). The Minimum Improvements shall be substantially completed by not later than twenty -four (24) months after the Closing Date. For example, if this Agreement is entered into and approved by the City on April 1, 11 2011, plans for the Project must be submitted to and approved by City by no later than June 1, 2011, and the Closing for the Property and commencement of the Minimum Improvements must occur by October 1, 2011. If Developer has made substantial progress on the construction of the Minimum Improvements, Developer shall be entitled to an extension of up to three (3) months to complete such construction. The time frames for the performance of these obligations shall be suspended due to unavoidable delays meaning delays outside the control of the party claiming its occurrence in good faith, which are the direct result of strikes, other labor troubles, unusual shortages of materials or labor, unusually severe or prolonged bad weather, acts of God, fire or other casualty to the Minimum Improvements, litigation commenced by third parties which, by injunction or other similar judicial action or by the exercise of reasonable discretion directly results in delays, or acts of any federal, state or local government which directly result in extraordinary delays. The time for performance of such obligations shall be extended only for the period of such delay. In the event that Developer has not submitted or City has not approved the Construction Plans in Section 10.2 by December 31, 2011, Developer's rights to the Property shall cease and terminate and no party shall have liability to the other thereafter. 10.4. Certificate of Completion. Promptly following the request of Developer upon completion of the Minimum Improvements, City shall furnish Developer with an appropriate instrument so certifying. Such certification (the Certificate of Completion) shall be in recordable form and shall be a conclusive determination of the satisfaction or waiver and termination of Developer's agreements, covenants, and obligations in this Agreement and in the Deed with respect to the obligations of Developer to construct the Minimum Improvements. The Certificate of Completion shall terminates all rights of revestment of title in City as provided in Section 16, and the Certificate of Completion shall so state. 10.5. Developer Lender's Cure Rights. The parties agree that if Developer shall fail to complete the Minimum Improvements as required by this Agreement such that revestment of title may occur (or such that City would have the option of exercising its revestment rights), then Developer or Developer's Lender, if any, shall have the right, but not the obligation, to complete such Minimum Improvements according to the terms and conditions in this Agreement. 10.6. Connection Between Minimum Improvements and Parking Facility. Developer shall own and shall be responsible for all costs associated with the design and construction of the connection between the Minimum Improvements and the Public Parking Facility defined in Section 12.1 (the Connector). Plans for the proposed construction of the Connector shall be subject to the approval of City. City may at its option at any time and for $1.00 and no additional compensation require Developer to convey the Connector to City and in such event, Developer may retain an easement in and through the Connector for its employees, agents, invitees and guests. 10.7. Construction Staging Area. Developer may use the Staging Area shown on Exhibit B -2 during construction of the Minimum Improvements. Upon completion of the 12 Minimum Improvements, Developer agrees to restore the Staging Area to its condition prior to the construction of the Minimum Improvements. The Staging Area shall at all times during construction of the Minimum Improvements be screened from view from the public streets which the Property abuts with screening material approved by City. Developer shall at all times during the construction of the Minimum Improvements keep Bell Street free from all construction materials and debris of any kind. 10.8. Security Camera. City shall retain in the conveyance of the Property an easement mutually agreeable to City and Developer for the location of and access to a security camera on top of the Minimum Improvements. 10.9. Developer at its cost shall install the walkway between the Parking Facility and the Minimum Improvements, the walkway from Bell Street to the Parking Facility, and the walkway on the west side of the Minimum Improvements. Developer shall also at its cost shorten and cap the storm sewer on the Property and construct a new inlet for the storm sewer. 10.10. Developer shall be responsible for the maintenance of the sidewalk abutting the Property on Bell Street. City shall be responsible for the maintenance of the sidewalk from Bell Street to the Parking Facility, the sidewalk abutting 5 Street, the walkway between the Parking Facility and the Minimum Improvements, and the walkway on the west side of the Minimum Improvements. SECTION 11. CITY PARTICIPATION. 11.1. Economic Development Grants. (1) Minimum Improvements. For and in consideration of Developer's obligations hereunder, and in furtherance of the goals and objectives of the Urban Renewal Plan for the Project Area and the Urban Renewal Law, City agrees, subject to Developer being and remaining in compliance with the terms of this Agreement, to make consecutive semi - annual payments as provided below (such payments being referred to collectively as the Economic Development Grants) to the Developer, pursuant to Section 403.9 of the Urban Renewal Law, in amounts equal to the following percentages of the actual amount of tax increment revenues collected by City under Section 403.19 (without regard to any averaging that may otherwise be utilized under Section 403.19 and excluding any interest that may accrue thereon prior to payment to the Developer) during the preceding six -month period in respect of the Minimum Improvements constructed by Developer: November 1, 2014 November 1, 2015 November 1, 2016 November 1, 2017 November 1, 2018 13 May 1,2015 May 1,2016 May 1,2017 May 1,2018 May 1,2019 November 1, 2019 November 1, 2020 November 1, 2021 November 1, 2022 November 1, 2023 May 1, 2020 May 1, 2021 May 1, 2022 May 1, 2023 May 1, 2024 (2) To fund the Economic Development Grants, City shall certify to the County prior to December 1 of each year, commencing December 1, 2013, its request for the available Tax Increments resulting from the assessments imposed by the County as of January 1 of that year, to be collected by City as taxes are paid during the following fiscal year and which shall thereafter be disbursed to Developer on November 1 and May 1 of that fiscal year. (Example: if City so certifies in December, 2013, the Economic Development Grants in respect thereof would be paid to the Developer on November 1, 2014, and May 1, 2015.) Real estate taxes collected by the City with respect to the Property prior to the dates provided in this Section 11.2(1) shall not result in Economic Development Grants. (3) The Economic Development Grants shall be payable from and secured solely and only by the Tax Increments which, upon receipt, shall be deposited and held in a special account created for such purpose and designated as the "Flexsteel Project TIF Account" of City. City hereby covenants and agrees to maintain its TIF ordinance in force during the term hereof and to apply the incremental taxes collected in respect of the Minimum Improvements and allocated to the Flexsteel Project TIF Account to pay the Economic Development Grants, as and to the extent set forth in Section 11.1(1) hereof. The Economic Development Grants shall not be payable in any manner by other tax increments revenues or by general taxation or from any other City funds. City makes no representation with respect to the amounts that may be paid to Developer as the Economic Development Grants in any one year and under no circumstances shall City in any manner be liable to Developer so long as City timely applies the Tax Increments actually collected and held in the Flexsteel Project TIF Account (regardless of the amounts thereof) to the payment of the Economic Development Grants to Developer as and to the extent described in this Section 11.1(3). (4) City shall be free to use any and all tax increment revenues collected in respect to other properties within the Project Area, or any of the available Tax Increments resulting from the termination of the annual Economic Development Grants under Section 11.1(1) hereof, for any purpose for which such tax increment revenues may lawfully be used pursuant to the provisions of the Urban Renewal Law, and City shall have no obligations to Developer with respect to the use thereof. City shall also be free to use for any lawful purpose the actual tax increment revenues collected by the City and not required to be paid to Developer in respect of the Minimum Improvements. 14 11.2. Acquisition Grant to Developer. For and in consideration of Developer's obligations hereunder to construct the Minimum Improvements, City agrees to make an Acquisition Grant to Developer on the Closing Date, or such other date as the parties shall mutually agree upon in writing, in the amount of $165,831.00 ($6.00 per square foot x 27,137 square feet usable square feet and $3.00 per square foot for 1003 square feet of easement area). The parties agree that the Acquisition Grant shall be payable in the form of a credit favoring Developer at time of Closing with the effect of reducing the Purchase Price obligation of Developer. SECTION 12. PARKING. 12.1. Parking Facility. (1) City has entered into a Development Agreement with Diamond Jo, LLC (the Diamond Jo Development Agreement) with respect to, among other things, the construction of the Port of Dubuque Public Parking Facility, a public parking ramp adjacent to the Property (the Parking Facility). In the Diamond Jo Development Agreement City has agreed to maintain at least 600 non - assigned spaces within the Parking Facility for use by the general public twenty -four hours a day, seven days a week, subject to temporary unavailability due to maintenance, construction, or acts of God. The Parking Facility is maintained or caused to be maintained by City. (2) As long as the Diamond Jo, LLC is not in default under the terms of the Diamond Jo Development Agreement and any amendments with respect to its Parking Facility obligations, Developer or its assignees shall be entitled to free, non - assigned parking for 111 spaces in the Parking Facility. During any time or times that there exists an uncured default under the Diamond Jo Development Agreement, and upon termination of that Diamond Jo Development Agreement, Developer acknowledges that City may charge for parking at the Parking Facility. If Diamond Jo, LLC is in default, and City elects to charge for parking in the Parking Facility, Developer shall not be required to pay such charge for the first ten years after the issuance of the Certificate of Completion. If Developer is charged for parking, such charge shall not exceed City's charge for other covered non - reserved parking. (3) Initially, Developer only intends to use approximately seventy -five percent (75 %) of the structure to be built on the Property. It is agreed by the Parties hereto that as Developer needs additional parking spaces the reference to one hundred eleven (111) parking spaces in Section 12.1(2) shall be increased by the number of spaces needed by Developer, after written notice to the City, but shall not be increased by more than thirty -nine (39). 12.2. Indemnification. City shall hold Developer harmless and fully indemnify Developer against any damage, claim, liability or cause of action arising from or caused 15 by the actions of City, its agents, or representatives for any failure to provide parking as required in this Section 12, including any such damage, claim, liability or cause of action arising from conditions existing on the parking property prior to the date of this Agreement. The provisions of this section shall survive the termination of this Agreement and shall remain in effect as long as Developer or its successors and assigns have parking rights in the Parking Facility. SECTION 13. COVENANTS OF DEVELOPER. 13.1. Insurance Requirements: Developer shall provide and maintain or cause to be maintained at all times during the process of constructing the Minimum Improvements (and, from time to time at the request of City, furnish City with proof of insurance in the form of a certificate of insurance for each insurance policy): All risk builder's risk insurance, written on a Completed Value Form in an amount equal one hundred percent (100 %) of the replacement value when construction is completed. 13.2. Developer shall notify City immediately in the case of damage exceeding $50,000.00 in amount to, or destruction of, the applicable Minimum Improvements or any portion thereof resulting from fire or other casualty. Net proceeds of any such insurance (the Net Proceeds), shall be paid directly to Developer as its interests may appear, and Developer shall forthwith repair, reconstruct and restore the applicable Minimum Improvements to substantially the same or an improved condition or value as they existed prior to the event causing such damage and, to the extent necessary to accomplish such repair, reconstruction and restoration, Developer will apply the Net Proceeds of any insurance relating to such damage received by Developer to the payment or reimbursement of the costs thereof, subject, however, to the terms of any mortgage encumbering title to the Property (as its interests may appear). Developer shall complete the repair, reconstruction and restoration of the applicable Minimum Improvements whether or not the Net Proceeds of insurance received by Developer for such Purposes are sufficient. 13.3. Preservation of Property. Developer shall maintain, preserve and keep, or cause others to maintain, preserve and keep, the applicable Minimum Improvements, in good repair and working order, ordinary wear and tear accepted, and from time to time shall make all necessary repairs, replacements, renewals and additions. 13.4. Non - Discrimination. In carrying out the project, Developer shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, sexual orientation or disability. 13.5. Conflict of Interest. Developer agrees that no member, officer or employee of City, or its designees or agents, nor any consultant or member of the governing body of City, and no other public official of City who exercises or has exercised any functions or responsibilities with respect to the project during his or her tenure, or who is in a 16 position to participate in a decision - making process or gain insider information with regard to the project, shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with the project, or in any activity, or benefit therefrom, which is part of this project at any time during or after such person's tenure. In connection with this obligation, Developer shall have the right to rely upon the representations of any party with whom it does business and shall not be obligated to perform any further examination into such party's background. 13.6. Non - transferability. Until such time as the applicable Minimum Improvements are complete (as certified by City under Section 10.4), this Agreement may not be assigned by Developer nor may the Property be transferred by Developer to another party without the prior written consent of City, which consent shall not be unreasonably withheld. Thereafter, Developer shall have the right to assign this Agreement and upon assumption of all of the obligations in the Agreement by the assignee, Developer shall no longer be responsible for its obligations under this Agreement. 13.7. Restrictions on Use. Developer agrees for itself, its successors and assigns, and every successor in interest to the Property or any part thereof that they and their respective successors and assigns, shall: (1) Devote the Property to, and only to and in accordance with, the uses specified in the Urban Renewal Plan (and City represents and agrees that, use of the Property as an office building as described in this Agreement is in full compliance with the Urban Renewal Plan); and (2) Not discriminate upon the basis of race, religion, color, sex, national origin, age, sexual orientation, gender identity or disability in the sale, lease, rental, use or occupancy of the Property or any improvements erected or to be erected thereon, or any part thereof (however, Developer shall not have any liability to City to the extent that a successor in interest shall breach this covenant and City shall seek enforcement of this covenant directly against the party in breach of same). 13.8. Compliance with Laws. Developer will comply with all laws, rules and regulations relating to the Property and the Minimum Improvements, other than laws, rules and regulations the failure to comply with which or the sanctions and penalties resulting therefrom, would not have a material adverse effect on the business, property, operations, financial or otherwise, of Developer. SECTION 14. COVENANTS OF DEVELOPER FOLLOWING CONSTRUCTION OF THE PROJECT. 14.1 Job Creation and Maintenance. (1) Developer shall create ten (10) full -time equivalent (FTE) jobs in Dubuque, 17 Iowa prior to January 1, 2014, and shall maintain those jobs during the Term of this Agreement. An FTE shall be based on a 40 -hour work week. It is agreed by the parties that Developer has 101fuII time corporate positions in Dubuque, Iowa as of December 31, 2010. In the event that the certificate provided to City under Section 14.2 hereof on January 1, 2024 discloses that Developer does not as of that date have at least 111employees as provided hereinabove, then Developer shall pay to City, promptly upon written demand therefore, an amount equal to $ 1494.00 per job not created or maintained ($ 165,831.00 divided by 111 jobs = $ 1494.00.) The payments provided for herein shall be City's sole remedy for the failure of Developer to meet the job creation and maintenance requirements of this subsection 14.1(1). (2) In addition, for the positions that Developer fails to create and maintain for any year during the Term of this Agreement, the semi - annual Economic Development Grants for such year under Section 11.1 shall be reduced by the percentage that the number of such positions bears to the total number of positions required to be created and maintained (111 jobs) by this Section 14.1. (For example, if Developer has 90 jobs, the semi - annual Economic Development Grants would be 81.09% (90/111 employees) of the available Developer Tax Increment received by City). The reduction of the semi - annual Economic Development Grants shall be City's sole remedy for the failure of Developer to meet the job creation and maintenance requirements of this subsection 14.1(2). (3) For purposes of this Section 14.1, the transfer of any of the corporate employees listed on Exhibit J -1 to the office constructed on the Property shall be included in the calculation of 101 full time positions in Dubuque, Iowa as of December 31, 2010. (4) For purposes of this Section 14.1, the transfer of any of the corporate employees listed on Exhibit J -2 to the office constructed on the Property shall not be included in the calculation of 101 full time positions in Dubuque, Iowa as of December 31, 2010 or in the calculation of the job creation requirement of 10 jobs. (5) For purposes of this Section 14.1, the transfer of any of the manufacturing employees listed in Exhibit J -3 to the office constructed on the Property shall not be included in the calculation of 101 full time positions in Dubuque, Iowa as of December 31, 2010 or in the calculation of the job creation requirement of 10 jobs. (6) For purposes of this Section 14.1, the transfer of any of the printing sampling employees listed on Exhibit J -4 to the office constructed on the Property shall not be included in the calculation of 101 full time positions in Dubuque, Iowa as of December 31, 2010 or in the calculation of the job creation requirement of 10 jobs. 18 (7) Developer shall notify City at each annual certification required by § 14.2 if there has been any change in job classifications or titles in Exhibit J -1, J -2, J -3 or J -4. 14.2 Certification. To assist City in monitoring the performance of Developer hereunder, not later than January 1, 2014, and not later than January 1 of each year thereafter during the Term of this Agreement, a duly authorized officer of Developer shall certify to City in a form acceptable to City (a) the number of full time jobs maintained by Developer during the prior year in Dubuque, Iowa, and (b) to the effect that such officer has re- examined the terms and provisions of this Agreement and that at the date of such certificate, and during the preceding twelve (12) months, Developer is not or was not in default in the fulfillment of any of the material terms and conditions of this Agreement and that no Event of Default (or event which, with the lapse of time or the giving of notice, or both, would become an Event of Default) is occurring or has occurred as of the date of such certificate or during such period, or if the signer is aware of any such default, event or Event of Default, said officer shall disclose in such statement the nature thereof, its period of existence and what action, if any, has been taken or is proposed to be taken with respect thereto. Such certificate shall be provided not later than January 1, 2014, and by January 1 of each year thereafter during the term of this Agreement. 14.3. Books and Records. Developer shall permit City reasonable access to and shall keep at all times proper books and records related to the number of employees at the Minimum Improvements. 14.4 Real Property Taxes. From and after the Closing Date, Developer shall pay or cause to be paid, when due, all real property taxes and assessments payable with respect to all and any parts of the Property unless Developer's obligations have been assumed by another person or entity pursuant to the provisions of this Agreement. 14.5 No Exemptions. During the term of this Agreement, and except as otherwise permitted by this Agreement, Developer agrees not to apply for any state or local property tax exemptions which are available with respect to the Development Property or the Minimum Improvements located thereon that may now be, or hereafter become, available under state law or city ordinance during the term of this Agreement, including those that arise under Iowa Code Chapters 404 and 427, as amended. 14.6. Non - Discrimination. In carrying out the Project, Developer shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, gender identity, sexual orientation, or disability. 14.7. Compliance with Laws. Developer will comply with all laws, rules and regulations relating to the Property and the Minimum Improvements, other than laws, rules and regulations the failure to comply with which or the sanctions and penalties resulting therefrom, would not have a material adverse effect on the business, property, operations, financial or otherwise, of the Developer. 19 SECTION 15. EVENTS OF DEFAULT. The following shall be "Events of Default" under this Agreement and the term "Event of Default" shall mean, whenever it is used in this Agreement, any one or more of the following events: 15.1. Failure by Developer to pay or cause to be paid, before thirty days after such payments are due, all real property taxes assessed with respect to the applicable Minimum Improvements and Property; 15.2. Failure by Developer to cause the construction of the applicable Minimum Improvements (or applicable phases of Minimum Improvements) to be commenced and completed pursuant to the terms, conditions and limitations of this Agreement; 15.3. Subject to Section 13.6, transfer of any interest by Developer of the Property or this Agreement prior to the issuance of the final Certificate of Completion for any applicable phase; or 15.4. Failure by Developer or City to substantially observe or perform any other material covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement. SECTION 16. REMEDIES ON DEFAULT BY DEVELOPER. 16.1. Whenever any Event of Default referred to in Section 15 occurs and is continuing, City, as specified below, may take any one or more of the following actions after the giving of written notice by City to Developer (and the holder of any mortgage encumbering any interest in the Property of which City has been notified of in writing) of the Event of Default, but only if the Event of Default has not been cured within sixty (60) days following such written notice, or if the Event of Default cannot be cured within sixty (60) days and Developer or if applicable, the Mortgagee, does not provide assurances to City that the Event of Default will be cured as soon as reasonably possible thereafter: 16.1. City may suspend its performance under this Agreement until it receives assurances from Developer deemed adequate by City, that Developer will cure its default and continue its performance under this Agreement; 16.2. Until the Closing, City may cancel and rescind this Agreement; 16.3. City may withhold the Certificate of Completion; and 16.4. In the event that subsequent to conveyance of the Property to Developer by City and prior to receipt by Developer of the Certificate of Completion, but subject to the terms of the mortgage granted by Developer to secure a loan obtained by Developer from a commercial lender or other financial institution to fund the acquisition of the Property or construction of the applicable Minimum Improvements (First Mortgage) an Event of Default under Section 15 of this Agreement occurs and is not cured within the 20 times specified in Section 16, then City shall have the right to re -enter and take possession of the Property and any portion of the applicable Minimum Improvements thereon and to terminate (and revest in City pursuant to the provisions of this Section 16 subject only to any superior rights in any holder of the First Mortgage) the estate conveyed by City to Developer. The intent of this provision, together with other provisions of this Agreement, that the conveyance of the Property to Developer shall be made upon the condition that (and the Deed shall contain a condition subsequent to the effect that), in the event of default under Section 15, prior to the receipt of the Certificate of Completion, on the part of Developer and failure on the part of Developer to cure such default within the period and in the manner stated herein, City may declare a termination in favor of City of the title and of all Developer' rights and interests in and to the Property conveyed to Developer, and that such title and all rights and interests of Developer, and any assigns or successors in interests of Developer, and any assigns or successors in interest to and in Property, shall revert to City (subject to the provisions of Section 16 of this Agreement), but only if the events stated in Section 15 of this Agreement, which occurs prior to the receipt of the Certificate of Completion, have not been cured within the time period provided above, or, if the events cannot be cured within such time periods, Developer does not provide assurance to City, reasonably satisfactory to City, that the events will be cured as soon as reasonably possible. Notwithstanding the foregoing, however, City agrees to execute a Subordination Agreement in favor of Developer's first mortgage lender, in a form reasonably acceptable to City and to Developer's first mortgage lender. (1) Upon the revesting in City of title to the Property as provided in Section 16.4 of this Agreement, City may resell the Property, and if it elects to do so, it shall, pursuant to its responsibility under law, use its best efforts, subject to any rights or interests in such property or resale granted to any holder of a First Mortgage, to resell the Property or part thereof as soon and in such manner as City shall find feasible and consistent with the objectives of such law and of the Urban Renewal Plan to a qualified and responsible party or parties (as determined by City in its sole discretion) who will assume the obligation of making or completing the applicable Minimum Improvements or such other improvements in their stead as shall be satisfactory to City and in accordance with the uses specified for such Property or part thereof in the Urban Renewal Plan. Subject to any rights or interests in such property or proceeds granted to any holder of a First Mortgage upon such resale of Property the proceeds thereof shall be applied: (a) First, to pay and discharge the First Mortgage; (b) Second, to pay the principal and interest on mortgage(s) created on the Property, or any portion thereof, or any improvements thereon, previously acquiesced in by City pursuant to this Agreement. If more than one mortgage on the Property, or any portion thereof, or any improvements thereon, has been previously acquiesced in by City pursuant to this Agreement and 21 insufficient proceeds of the resale exist to pay the principal of, and interest on, each such mortgage in full, then such proceeds of the resale as are available shall be used to pay the principal of and interest on each such mortgage in their order of priority, or by mutual agreement of all contending parties including Developer, or by operation of law; (c) Third, to reimburse City for all allocable costs and expenses incurred by City, including but not limited to salaries of personnel, in connection with the recapture, management and resale of property or part thereof (but less any income derived by City from the property or part thereof in connection with such management); any payments made or necessary to be made to discharge any encumbrances or liens (except for mortgage(s) previously acquiesced in by City) existing on the Property or part thereof at the time of revesting of title thereto in City or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, default or acts of Developer, its successors or transferees (except with respect to such mortgage(s)), any expenditures made or obligations incurred with respect to the making or completion of applicable Minimum Improvements or any part by City on Property or part thereof, and any amounts otherwise owing to City (including water and sewer charges) by Developer and its successors or transferees; and (d) Fourth, to reimburse Developer up to the amount equal to (1) the sum of the Purchase Price paid to City for the Property and the cash actually invested by Developer in making any of the applicable Minimum Improvements on Property, Tess (2) any sums previously received by Developer. (2) Upon revesting in the City to the Property as provided in Section 16.4 of this Agreement, if the City does not resell the Property within one year, the City shall reimburse Developer up to the amount equal to (1) the sum of the Purchase Price paid to City for the Property and the cash actually invested by Developer in making any of the Applicable Minimum Improvements on Property, less (2) any sums previously received by Developer. SECTION 17. REMEDIES ON DEFAULT BY CITY. If City defaults in the performance of this Agreement or any of its representations and warranties contained herein, Developer may take any action, including legal, equitable or administrative action which may appear necessary or desirable to collect any payments due under this Agreement, to recover expenses of Developer, or to enforce performance and observance of any obligation, agreement, or covenant of City under this Agreement. Developer may suspend its performance under this Agreement until it receive assurances from City, deemed adequate by Developer, that City will cure its default and 22 continue its performance under this Agreement. Additionally, City will reimburse Developer all costs and expenses incurred by Developer, including, but not limited to salaries of personnel and reasonable attorney fees and expenses, incurred as a result of City's default(s) in the performance of this Agreement or any of City's representations and warranties contained herein. SECTION 18. REMEDIES GENERALLY. 18.1. A non - defaulting party may take any action, including legal, equitable or administrative action, which may appear necessary or desirable to collect any payments due under this Agreement or to enforce performance and observance of any obligation, agreement, or covenant under this Agreement. 18.2. No remedy herein conferred upon or reserved to a party is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. 18.3. In the event any agreement contained in this Agreement should be breached by any party and thereafter waived by any other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. 18.4. If any action at law or in equity, including an action for declaratory relief or arbitration, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees and costs of litigation from the other party. Such fees and costs of litigation may be set by the court in the trial of such action or by the arbitrator, as the case may be, or may be enforced in a separate action brought for that purpose. Such fees and costs of litigation shall be in addition to any other relief which may be awarded. SECTION 19. GENERAL TERMS AND CONDITIONS. 19.1. Notices and Demands. Whenever this Agreement requires or permits any notice or written request by one party to another, it shall be deemed to have been properly given if and when delivered in person or three (3) business days after having been deposited in any U.S. Postal Service and sent by registered or certified mail, postage prepaid, addressed as follows: If to Flexsteel: Flexsteel Industries, Inc. Chief Executive Officer 3200 Jackson Street Dubuque, IA 52001 With a copy to: O'Connor & Thomas, P.C. Attention: John O'Connor 23 If to City: With a copy to: 700 Locust Street Suite 200 Dubuque, IA 52001 City Manager City Hall 50 W. 13 Street Dubuque, IA 52001 Phone: (563) 589 -4110 Fax: (563) 589 -4149 City Attorney City Hall 50 W. 13 Street Dubuque, IA 52001 Or at such other address with respect to either party as that party may, from time to time designate in writing and forward to the other as provided in this Section 19.1. 19.2. Binding Effect; Assignment. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties. Except as provided in Section 13.6, neither party shall assign any of its rights or obligations hereunder without the prior written consent of the other party. 19.3. Termination Date. This Agreement and the rights and obligations of the parties hereunder shall terminate on the 2nd day of May, 2024 (the Termination Date), unless otherwise extended as provided herein. 19.4. Applicable Law; Severability. This Agreement shall be subject to, construed and enforced in accordance with the laws of the state of Iowa. If any provision of this Agreement is held invalid under applicable Law, such invalidity shall not affect any other provision of this Agreement that can be given effect without the invalid provision, and to this end, the provisions hereof are severable. 19.5. Interpretation; Headings. Words and phrases herein shall be interpreted and understood according to the context in which they are used. The headings of the articles, sections, paragraphs and subdivisions of this Agreement are for convenience of reference only, are not to be considered a part hereof and shall not limit or expand or otherwise affect any of the terms hereof. 19.6. Entire Agreement; Counterparts; Remedies Cumulative. This Agreement, including any Exhibits, all of which are incorporated by this reference, and the documents executed and delivered pursuant hereto, constitute the entire agreement between the parties, and may be amended only by a writing signed by each party. All agreements, instruments and documents referred to in this Agreement are by this reference made a part of this Agreement for all purposes. This Agreement may be 24 executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. The parties shall have, in addition to the rights and remedies provided by this Agreement, all those allowed by all applicable laws, all of which shall be in extension of and not in limitation of those provided hereunder. 19.7. Waivers. Prior to issuance of the Certificate of Completion, no waiver by either party of any breach of this Agreement, or of any warranty or representation hereunder, shall be deemed to be a waiver by the same party of any other breach of any kind or nature (whether preceding or succeeding the breach in question, and whether or not of the same or similar nature). (1) No acceptance by a party of payment or performance after any such breach shall be deemed to be a waiver of any breach of this Agreement or of any representation or warranty hereunder, whether or not the party knows of the breach when it accepts such payment or performance. (2) No failure by a party to exercise any right it may have under this Agreement or under law upon another party's default, and no delay in the exercise of that right, shall prevent it from exercising the right whenever the other party continues to be in default. No such failure or delay shall operate as a waiver of any default or as a modification of the provisions of this Agreement. 19.8. Construction Against Drafter. It is acknowledged that each of the parties have had substantial input individually, and by their attorneys, into the drafting of this agreement. It is therefore agreed that the Agreement shall not be construed for or against either of the parties based upon the identity of the drafter of the final Agreement. 19.9. Execution By Facsimile. The parties agree that this Agreement may be transmitted between them by facsimile machine. The parties intend that the faxed signatures constitute original signatures and that a faxed Agreement containing the signatures (original or faxed) of all the parties is binding on the parties. 19.10. Memorandum of Development Agreement. Developer shall promptly record a Memorandum of Development Agreement in the form attached hereto as Exhibit G in the office of the Recorder of Dubuque County, Iowa. Developer shall pay the costs for so recording. 25 CITY OF DUBUQUE, IOWA FLEXSTEEL INDUSTRIES INC. By: By: Roy D. Buol, Mayor Timothy E. Hall Sr. Vice President Finance, Chief Financial Officer, Secretary and Treasurer By: Jeanne Schneider, City Clerk F:\ USERS\ blindahl\Agreements\ Flexsteel \FlexsteelDevelopmentAgreement _033 balrev1 Clean.doc 26 (City Seal) STATE OF IOWA COUNTY OF DUBUQUE On this day of 20, before me the undersigned, a Notary Public in and for the said County and State, personally appeared Roy D. Buol and Jeanne F. Schneider, to me personally known, who, being by me duly sworn, did say that they are the Mayor and City Clerk, respectively, of the City of Dubuque, Iowa, a municipal corporation executing the instrument to which this is attached; that the seal affixed hereto is the seal of said municipal corporation; that said instrument was signed and sealed on behalf of the City of Dubuque, Iowa, by authority of its City Council; and that said Mayor and City Clerk acknowledged the execution of said instrument to be the voluntary act and deed of said City, by it and by them voluntarily executed. Notary Public STATE OF IOWA COUNTY OF DUBUQUE On this day of 20 before me the undersigned, a Notary Public in and for the State of Iowa, personally appeared Timothy E. Hall, to me personally known, who, being by me duly sworn, did say that they are Sr. Vice President Finance of Flexsteel Industries, Inc. the corporation executing the instrument to which this is attached and that as said Sr. Vice President of Finance of Flexsteel Industries, Inc. acknowledged the execution of said instrument to be the voluntary act and deed of said company, by it and by them voluntarily executed. Notary Public ) ) ) ) ) ) SS SS 27 EXHIBIT A EXHIBIT B -1 EXHIBIT B -2 EXHIBIT C EXHIBIT D EXHIBIT E EXHIBIT F EXHIBIT G EXHIBIT H EXHIBIT I EXHIBIT J -1 EXHIBITJ -2 EXHIBIT B -3 EXHIBIT B -4 LIST OF EXHIBITS Urban Renewal Plan (Page 1 only) Site Plan Easements Elevation City Attorney Certificate City Certificate Opinion of Counsel to Developer Warranty Deed Memorandum of Development Agreement Site Access Agreement Confidentiality Agreement Corporate Employees - Moving Corporate Employees — Not Moving Manufacturing employees Print and supply employees Prepared by Return to: EXHIBIT A URBAN RENEWAL PLAN (Page 1 only; entire Urban Renewal Plan on file at the City of Dubuque Economic Development Department) Aaron ()Wong, City of Dubu4++e. 50 W. 13th Sbset, Dubuque, lA 52001(563) 589.4343 Jeanne Schneider, City of Dubuque, 50 W. 13th Street, Dubuque, 14 52001(563) 566.4121 AMENDED and RESTATED URBAN RENEWAL PLAN Greater Downtown Urban Renewal District (A merger of the Downtown Dubuque and Ice Harbor Urban Renewal Districts) City of Dubuque, Iowa This Amended and Restated Urban Renewal Plan for the Greater Downtown Urban Renewal District Is a result of the merger of the Downtown Urban Renewal Area Project Number Iowa R -15, originally established by Resolution 123-67 by the City Council of the City of Dubuque, Iowa on May 18, 1967 and subsequently amended and restated by Resolution 79-71 on March 15, 1971, by Resolution 73-74 on March 11, 1974, by Resolution 107-82 on May 3,1982, by Resolution 191 -84 on June 25, 1984, by Resolution 371 -93 on December 6, 1993, by Resolution 145-94 on May 2,1994, by Resolution 479-97 on November 17,1997, by Resolution 476 -98 on October 19,1998 and by Resolution 187- 02 on April 1, 2002, with the Ice Harbor Urban Renewal District, originally established by Resolution 403-89 of the City Council of the City of Dubuque, Iowa on December 18,1989 and subsequently amended and restated by Resolution 241-00 on June 5, 2000 and by Resolution 114-02 on March 4, 2002. The Plan resulting from that merger was later amended by Resolution 170-04 on April 19 by Resolution 391-06 on August 21, 2006, by Resolution 108-07 on February 20 2007, by Resolution 597-07 on December 17, 2007, by Resolution 300 -08 on September 2, 2008, by Resolution 393-09 on October 5, 2009, by Resolution 26 -10 on July 10, 2010, and by Resolution on 2011. Prepared by the Economic Development Department Version 2011.1 29 MOW= MOROXI.V1.00 0031.00ACT OHM 'MEV OWE DIM 1.0011:CT3 OR IN OTIER 13 01/0V01.11/001006:010013e MIMS VIOTTE0 COMM! 01 w x PROPOSED 10' EASEMENT FOR UTILITIES AND INGRESS /EGRESS AND BUILDING PROJECTIONS AND NO BUILD AREA EXCEPT FOR BRIOGE CONNECTION(S) FROM RAMP TO PORT OF DUBUQUE OFFICE DEVELOPMENT EASEMENT AREA 1.625 SF PROPOSED 10' EASEMENT FOR STORM SEWER DRAIN EASEMENT AREA 500 SF r _. — l PROPOSED 5.5' EASEMEN FOR UTILITY AND INGRESS/EGRESS EASEMENT AREA 289 SF / CABIaET� P s PROPOSED APING \ S\ ANAPING \ T LDSC � NORESS/ECRES \ EASEIIQ AREA 7,817 5 SF's EXHIBIT B -1 31 EXHIBIT FOR DEVELOPMENT AGREEMENT TRANSFORM\ / VAULT EXISTING LOCATION EXISTING LOCATION / STEEL UTILITY POLE W/ CONC BASE UST OF PROPOSED UTILITIES from north aide d iham north ales of 591 It .rmw..a PVC NM S 2 Mt 58,31 ,center Inn 'intakes NORTH N9IZONT/. SCALE IN FEET 0 to 30 OIUMNO NAY NAVE KM NfDtN20 PROPOSED LOT 1 OF 1 IN ADAMS COMPANY'S 4111 ADDITION IN THE CITY OF DUBUQUE. IOWA 27,137 SQ. FT. FINAL PLATING OF LOT 1 -1 AND LOT 2 -1 IN ADAMS COMPANY'S 4111 ADDITION WILL OCCUR AFTER THE BUILDING IS COMPLETED TO VERIFY THE RELATIONSHIP BETWEEN THE BUILDING AND PLATTED PROPERTY LINE front m oat nore al 5th qtr ..I v* .tc.dei , L.:,e. � .� � 'NOM nosh s10e d !kw south Ode dlkrn emit MM. Rom south aMe 'fiDm m1th ales 546691 154h8t 015th8t _ ;d5411 8t _ d54n st 06.4611130 1011143 10' EASEMENT FOR UTIUTIES AND ACCESS 1,003 SQ. FT. 10' EASEMENT FOR UTIUTIES AND INGRESS/EGRESS AND BUILDING PROJECTIONS AND NO BUILD AREA EXCEPT FOR BRIDGE CONNECTION(S) FROM RAMP TO PORT OF DUBUQUE OFFICE DEVELOPMENT JNE BEARING. _1 N59"01 '06''W 214.82' 2 S30'58'54'W 81.02' .3 S59'01 '06'E 91.96' .4 S30'58'54'W 81.15' .5 55922'46 *E 120.50' .6 N59'02'42'W 60.87' 7 WI 4.19'. W 74A ' PRELIMINARY PROPERTY EXHIBIT LOT 1 -1 AND LOT 2 -1 OF ADAMS COMPANY'S 4TH ADDITION IN THE CITY OF DUBUQUE, IOWA EASEMENT FOR LANDSCAPING AND INGRESS/EGRESS EXHIBIT B - 2 5.5' EASEMENT FOR UTIUTIES AND INGRESS/EGRESS 33 NN ARC CHECKED .NAT DATE 03-29-11 (SHEET 2 of 2 (A: \10\111\111- 01ADRAVONTASUMENOW -011. EXHIBIT C CITY ATTORNEY'S CERTIFICATE 34 BARRY A. LINDAHL, ESQ. CITY ATTORNEY RE: Dear (DATE) THE CITY OP DUBU r E have acted as counsel for the City of Dubuque, Iowa, in connection with the execution and delivery of a certain Development Agreement between (Developer) and the City of Dubuque, Iowa (City) dated for reference purposes the day of , 20 . The City has duly obtained all necessary approvals and consents for its execution, delivery and performance of this Agreement and has full power and authority to execute, deliver and perform its obligations under this Agreement, and to the best of my knowledge, the representations of the City Manager in his letter dated the day of , 20 are correct. BAL:tls 35 Very sincerely, Barry A. Lindahl, Esq. City Attorney City Manager's Office 50 West 13th Street Dubuque, Iowa 52001 -4864 (563) 589 -4110 phone (563) 589 -4149 fax ctymgr@cityofddubuque.org Dear (DATE) I am the City Manager of the City of Dubuque, Iowa and have acted in that capacity in connection with the execution and delivery of a certain Development Agreement between (Developer) and the City of Dubuque, Iowa (City) dated for reference purposes the day of , 20 On behalf of the City of Dubuque, I hereby represent and warrant to Developer that: 3.1. There is no action, suit or proceeding pending, or to the best of City's knowledge, threatened against City which might result in any adverse change in the Property being conveyed or the possession, use or enjoyment thereof by Developer, including, but not limited to, any action in condemnation, eminent domain or public taking; 3.2. No ordinance or hearing is pending or, to the best of City's knowledge, contemplated before any local governmental body which either contemplates or authorizes any public improvements or special tax levies, the cost of which may be assessed against the Property. To the best of City's knowledge, there are no plans or efforts by any government agency to widen, modify, or re -align any street or highway providing access to the Property and there are no pending or intended public improvements or special assessments affecting the Property which will result in any charge or lien be levied or assessed against the Property. 3.3. All leases, contracts, licenses, and permits between City and third parties in connection with the maintenance, use, and operation of the Property have been provided to Developer and City has provided true and correct copies of all such documents to Developer; 3.4. City has good and marketable fee simple title interest to the Property; THE CITY OF DUBU 3.5. There are no notices, orders, suits, judgments or other proceedings relating to fire, building, zoning, air pollution, health violations or other matters that have not been corrected. City has notified Developer in writing of any past notices, orders, suits, judgments or other proceedings relating to fire, building, zoning, air pollution or health 37 violations as they relate to the Property of which it has actual notice; 3.6. The Property will as of the date of the Closing Date be free and clear of all liens, security interests, and encumbrances and payment has been made for all labor or materials that have been furnished to the Property or will be made prior to the Closing Date so that no lien for labor performed or materials furnished can be asserted against the Property; 3.7. City has duly obtained all necessary approvals and consents for its execution, delivery and performance of this Agreement, and that it has full power and authority to execute, deliver and perform its obligations under this Agreement. City's attorney shall issue a legal opinion to Developer at the time of each Closing confirming the representation contained herein, in form and substance attached hereto as Exhibit C; 3.8. All City utilities necessary for the development and use of the Property adjoin the Property, and Developer shall have the right to tie into and use said utilities upon payment to City of the required connection and tap fees and all other applicable fees; provided, however, that the cost of any utility relocation shall be at the sole cost of Developer; 3.9. The Property is free and clear of any occupants, and no party has a lease to or other occupancy or contract right in the Property which shall in anyway be binding upon the Property or Developer; 3.10. City shall exercise its best efforts to cooperate with Developer in the development process; 3.11. City shall exercise its best efforts to resolve any disputes arising during the development process in a reasonable and prompt fashion; 3.12. With respect to the period during which City has owned or occupied the Property, and to the best of City's knowledge after reasonable investigation with respect to the time before City owned or occupied the Property, no person or entity has caused or permitted materials to be stored, deposited, treated, recycled, or disposed of on, under or at the Property other than as described in the environmental reports that City has provided to Developer, which materials, if known to be present, would require cleanup, removal or some other remedial action under environmental laws; 3.13. There are no fees or other charges payable by Developer for the construction of any City utilities serving the Property other than the fees for connecting to and installing meters and tap fees with regard to such utilities and all city utilities necessary for the development and use of the Property as an office facility adjoin the Property and Developer shall have the right to connect to said utilities, subject to City's connection fees; 3.14. The Property is properly zoned for the various uses described in this Agreement. 38 3.15. City makes no warranties or representations as to the condition of the Property other than those which are expressly stated in this Agreement; 3.16. City owns the Parking Facility define din Section 12 and Developer has the right to park in the Parking Facility in accordance with Section 12; 3.17. City will perform all of its obligations under the Parking Agreement between City and Diamond Jo, LLC, dated June 11, 2009, and under Section 2.2 of the Port of Dubuque Public Parking Facility Development Agreement dated October 1, 2007; 3.18. City has completed all required notice to or prior approval, consent or permission of any federal, state or municipal or local governmental agency, body, board or official to the sale of the Property; and consummation of the Closing by City shall be deemed a representation and warranty that it has obtained the same; 3.19. City represents and agrees that, use of the Property as an office building as described in this Agreement is in full compliance with the Urban Renewal Plan; 3.20. The Property has a permanent right of ingress and egress to a public roadway for the use and enjoyment of the Property off of Bell Street; 3.21. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement do not and shall not result in any material breach of any terms or conditions of any mortgage, bond, indenture, agreement, contract, license, or other instrument or obligation to which City is a party or by which either the City or the Property being conveyed are bound, nor shall the execution, delivery and performance of this Agreement violate any statute, regulation, judgment, writ, injunction or decree of any court threatened or entered in a proceeding or action in which City may be bound or to which either City or the Property being conveyed may be subject; and 3.22. The representations and warranties contained in this Section shall be correct in all respects on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date, and such representations and warranties shall survive the Closing. MCVM:jh 39 Sincerely, Michael C. Van Milligen City Manager EXHIBIT E OPINION OF COUNSEL TO DEVELOPER 40 Mayor and City Councilmembers City Hall 1 3 t and Central Avenue Dubuque IA 52001 Re: Development Agreement Between the City of Dubuque, Iowa and Dear Mayor and City Councilmembers: We have acted as counsel for (Developer) in connection with the execution and delivery of a certain Development Agreement (Development Agreement) between Developer and the City of Dubuque, Iowa (City) dated for reference purposes the day of , 20 We have examined the original certified copy, or copies otherwise identified to our satisfaction as being true copies, of the Development Agreement and such other documents and records as we have deemed relevant and necessary as a basis for the opinions set forth herein. Based on the pertinent law, the foregoing examination and such other inquiries as we have deemed appropriate, we are of the opinion that: 1. Developer is a corporation organized and existing under the laws of the State of Minnesota and has full power and authority to execute, deliver and perform in full Development Agreement. The Development Agreement has been duly and validly authorized, executed and delivered by Developer and, assuming due authorization, execution and delivery by City, is in full force and effect and is valid and legally binding instrument of Developer enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally. 2. To our actual knowledge with no duty to inquire, the execution, delivery and performance by Developer of the Development Agreement and the carrying out of the terms thereof, will not result in violation of any provision of, or in default under, the articles of incorporation and bylaws of Developer, any indenture, mortgage, deed of trust, indebtedness, agreement, judgment, decree, order, statute, rule, regulation or restriction to which Developer is a party or by which Developer's property is bound or subject. 3. To our actual knowledge with no duty to inquire, there are no actions, suits or proceedings pending or threatened against or affecting Developer in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position or results of operations of Developer or which in any manner raises any questions affecting the validity of the 41 Agreement or the Developer's ability to perform Developer's obligations thereunder, except This opinion is rendered for the sole benefit of the City of Dubuque and no other party may rely on this opinion. This opinion is rendered and valid as of the date of this letter and we have no duty to update this opinion for any matters which come to our knowledge after the date of this letter. Very truly yours, 42 EXHIBIT F WARRANTY DEED 43 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 Tax Statement to: SPECIAL WARRANTY DEED KNOW ALL MEN BY THESE PRESENTS: that the City of Dubuque, Iowa, a municipal corporation of the State of Iowa (Grantor), in consideration of the Grantee named below undertaking the obligations of the Developer under the Development Agreement described below and the sum of and no /100 Dollars ($ ) in hand paid, and other good and valuable consideration, and pursuant to the authority of Chapter 403, Code of Iowa, does hereby GRANT, SELL AND CONVEY unto , a Minnesota corporation (Grantee), the following described parcel(s) situated in the County of Dubuque, State of Iowa, to wit (the Property): Lot 1 -1 of Adams Company's 4 Addition in the City of Dubuque, Iowa This Deed is exempt from transfer tax pursuant to Iowa Code section 428A.2(6). This Deed is given pursuant to the authority of Resolution No. of the City Council of the City of Dubuque adopted the day of , 20 the terms and conditions thereof, if any, having been fulfilled. This Deed is being delivered in fulfillment of Grantor's obligations under and is subject to all the terms, provisions, covenants, conditions and restrictions contained in that certain Development Agreement executed by Grantor and Grantee herein, dated the day of , 20 (the Agreement), a memorandum of which was recorded on the day of , 20 in the records of the Recorder of Dubuque County, Iowa, Instrument Number - Promptly after completion of the improvements in accordance with the provisions of the Agreement, Grantor will furnish Grantee with a Certificate of Completion in the form set forth in the Agreement. Such certification by Grantor shall be, and the certification itself shall so state, a conclusive determination of satisfaction and 44 termination of the agreements and covenants of the Agreement and of this Deed with respect to the obligation of Grantee, and its successors and assigns, to construct improvements and the dates for the beginning and completion thereof, it being the intention of the parties that upon the granting and filing of the Certificate of Completion that all restrictions, re- vesting of title, and reservations of title contained in this Deed be forever released and terminated and that any remaining obligations of Grantee pursuant to the Agreement shall be personal only. All certifications provided for herein shall be in such form as will enable them to be recorded with the County Recorder of Dubuque, Iowa. If Grantor shall refuse or fail to provide any such certification in accordance with the provisions of the Agreement and this Deed, Grantor shall, within twenty days after written request by Grantee, provide Grantee with a written statement indicating in adequate detail in what respects Grantee has failed to complete the improvements in accordance with the provisions of the Agreement or is otherwise in default, and what measures or acts will be necessary, in the opinion of Grantor, for Grantee to take or perform in order to obtain such certification. In the event that an Event of Default occurs under the Agreement and Grantee herein shall fail to cure such default within the period and in the manner stated in the Agreement, then Grantor shall have the right to re -enter and take possession of the Property and to terminate and re -vest in Grantor the estate conveyed by this Deed to Grantee, its assigns and successors in interest, in accordance with the terms of the Agreement. None of the provisions of the Agreement shall be deemed merged in, affected or impaired by this Deed. Grantor hereby covenants to warrant and defend the said premises against the lawful claims of all persons whomsoever claiming by, through and under it. Attest: By: Roy D. Buol, Mayor By: Dated this of , 20 at Dubuque, Iowa. Jeanne F. Schneider, City Clerk CITY OF DUBUQUE IOWA 45 STATE OF IOWA COUNTY OF DUBUQUE ) ) ) SS On this day of , 20_, before me a Notary Public in and for said County, personally appeared Roy D. Buol and Jeanne F. Schneider to me personally known, who being duly sworn, did say that they are the Mayor and City Clerk, respectively of the City of Dubuque, Iowa, a Municipal Corporation, created and existing under the laws of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said Municipal Corporation, and that said instrument was signed and sealed on behalf of said Municipal Corporation by authority and resolution of its City Council and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said Municipal Corporation by it voluntarily executed. Notary Public in and for Dubuque County, Iowa 46 EXHIBIT G MEMORANDUM OF DEVELOPMENT AGREEMENT 47 Prepared by: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583 -4113 Return to: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583 -4113 MEMORANDUM OF DEVELOPMENT AGREEMENT A Development Agreement by and among the City of Dubuque, Iowa, an Iowa municipal corporation, of Dubuque, Iowa, and Flexsteel Industries, Inc. was made regarding the following described premises: Lot 1 -1 of Adams Company's 4 Addition in the City of Dubuque, Iowa The Development Agreement is dated for reference purposes the day of , 20_, and contains covenants, conditions, and restrictions concerning the sale and use of said premises. This Memorandum of Development Agreement is recorded for the purpose of constructive notice. In the event of any conflict between the provisions of this Memorandum and the Development Agreement itself, executed by the parties, the terms and provisions of the Development Agreement shall prevail. A complete counterpart of the Development Agreement, together with any amendments thereto, is in the possession of the City of Dubuque and may be examined at its offices as above provided. Dated this day of , 20 . CITY OF DUBUQUE, IOWA By: Roy D. Buol, Mayor By: 48 Jeanne F. Schneider, City Clerk FLEXSTEEL INDUSTRIES INC. By: Timothy E. Hall Sr. Vice President Finance, Chief Financial Officer, Secretary and Treasurer STATE OF IOWA DUBUQUE COUNTY ss: On this day of , 20, before me, a Notary Public in and for the State of Iowa, in and for said county, personally appeared Roy D. Buol and Jeanne F. Schneider, to me personally known, who being by me duly sworn did say that they are the Mayor and City Clerk, respectively of the City of Dubuque, a Municipal Corporation, created and existing under the laws of the State of Iowa, and that the seal affixed to said instrument is the seal of said Municipal Corporation and that said instrument was signed and sealed on behalf of said Municipal corporation by authority and resolution of its City Council and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said Municipal Corporation by it voluntarily executed. Notary Public, State of Iowa STATE OF IOWA ss: DUBUQUE COUNTY On this day of , 20 , before me, a Notary Public in and for the State of Iowa, in and for said county, personally appeared to me personally known, who being by me duly sworn did say that they are the and that said instrument was signed on behalf of said company by authority of its members and that they acknowledged the execution of this instrument to be the voluntary act and deed of said company by it voluntarily executed. 49 Notary Public, State of Iowa 50 EXHIBIT H SITE ACCESS AGREEMENT 51 SITE ACCESS AGREEMENT BETEWEEN THE CITY OF DUBUQUE, IOWA AND FLEXSTEEL INDUSTRIES, INC. This Agreement is made and entered into this day of , 2011, by and between the City of Dubuque, Iowa, an Iowa municipal corporation (City), and Flexsteel Industries, Inc., a Minnesota corporation (Developer). WHEREAS, City is the owner of the real estate shown on Exhibit A (the Site), attached hereto, which is being considered as a Development Project by City and Developer; and WHEREAS, Developer desires access to the Site prior or as part of a Development Agreement for purposes of surveying, environmental studies, and other site analysis; and WHEREAS, the City desires to allow Developer access to the Site for such purposes prior to the closing, subject to the conditions set forth herein. NOW, THEREFORE, IT IS AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS: SECTION 1. ACCESS TO SITE. Subject to the conditions herein, the City hereby grants to Developer and its consultant(s) full and continuing access to the Site and all parts thereof, upon reasonable notice to City, and at Developer's sole expense, for surveying, environmental studies, and site analysis. Prior to access to the Site, Developer shall obtain approval from the City of the following: consultant(s), scope of work to be conducted on the Site, and schedule for the work to be done on the Site. No invasive activities of any kind, such as soil and /or groundwater sampling, borings, or excavation, are authorized on the Site without the further written consent of City. SECTION 2. RESTORATION OF SITE. Developer agrees to timely pay and discharge all claims of any kind by its consultants, contractors, subcontractors and suppliers with respect to any work performed at the Site, including but not limited to claims for labor or material furnished in connection therewith, and to defend, indemnify and hold harmless City from and against any and all such claims. In the event that the Development Agreement is not approved by City and Developer by , 20_, or, if the Development Agreement is approved but the Site acquisition set forth in the Development Agreement does not close for any reason by , 20_, Developer shall, at Developer's sole expense by not later than , 20_, restore the Site, and upon such restoration to City's satisfaction, this Agreement shall then terminate. 52 SECTION 3. CONDITION OF THE SITE. City makes no warranty or representation as to the condition of the Site unless expressly stated in the Development Agreement. Developer acknowledges that any work performed by Developer and /or its consultant(s) at the Site is at their sole risk. Developer shall insure that all work at the Site is done in .accordance with all applicable laws and permits and in a good worker -like manner. Developer and its consultants shall daily leave the Site in a condition no less safe than before the work was conducted. Developer and its consultant(s) are solely responsible for obtaining any and all permits required for the work to be conducted at the Site. No hazardous chemicals and wastes may be stored or disposed of on the Site and all such materials must be used only as allowed by law. Developer shall be responsible for identifying any and all utilities serving the Site prior to conducting invasive work on the Site. SECTION 4. SHARING OF INFORMATION. Developer shall provide City with copies of any and all reports and documents resulting from the work conducted at the Site upon the request of the City, which information shall be managed as per the parties' separate Confidentiality Agreement. Developer and /or its consultant(s) shall notify the City immediately upon discovery of any hazardous or unsafe condition at the Site. SECTION 5. INDEMNIFICATION. Except as provided in Section 2.3(2) and 2.3(4) of the Development Agreement between the parties, Developer shall defend, indemnify and hold harmless City, its officers, agents and employees from and against any claim and cost of any kind, including without limitation, attorneys' fees and consulting fees, arising out any work at the Site by or on behalf of Developer and its consultants. This obligation shall survive the termination of this Agreement. SECTION 6. INSURANCE_ Developer shall provide insurance as set forth in the attached Insurance Schedule. CITY OF DUBUQUE, IOWA FLEXSTEEL INDUSTRIES, INC. By By Michael Van Milligen City Manager 53 INSURANCE SCHEDULE A INSURANCE REQUIREMENTS FOR TENANTS AND LESSEES OF CITY PROPERTY OR VENDORS (SUPPLIERS, SERVICE PROVIDERS) TO THE CITY OF DUBUQUE 1. All policies of insurance required hereunder shall be with an insurer authorized to do business in Iowa. All insurers shall have a rating of A or better in the current A.M. Best Rating Guide. 2. All Certificates of Insurance required hereunder shall provide a thirty (30) day notice of cancellation to the City of Dubuque, except for a ten (10) day notice for non- payment, if cancellation is prior to the expiration date. 3. shall furnish a signed Certificate of Insurance to the City of Dubuque, Iowa for the coverage required in Paragraph 6 below. Such certificates shall include copies of the following policy endorsements: a) Commercial General Liability policy is primary and non - contributing. b) Commercial General Liability additional insured endorsement. c) Governmental Immunity Endorsements. 4. Each certificate shall be submitted to the contracting department of the City of Dubuque. 5. Failure to provide minimum coverage shall not be deemed a waiver of these requirements by the City of Dubuque. Failure to obtain or maintain the required insurance shall be considered a material breach of this agreement. 6. shall be required to carry the following minimum coverage /limits or greater if required by law or other legal agreement: a) COMMERCIAL GENERAL LIABILITY General Aggregate Limit $2,000,000 Products - Completed Operations Aggregate Limit $1,000,000 Personal and Advertising Injury Limit $1,000,000 Each Occurrence Limit $1,000,000 Fire Damage Limit (any one occurrence) $ 50,000 Medical Payments $ 5,000 This coverage shall be written on an occurrence, not a claims made form. Form CG 25 04 03 97 "Designated Location (s) General Aggregate Limit" shall be included. All deviations or exclusions from the standard ISO commercial general liability form CG 0001, or Business Owners form BP 0002, shall be clearly identified. 1 of 2 January 2008 INSURANCE SCHEDULE A (Continued) INSURANCE REQUIREMENTS FOR TENANTS AND LESSEES OF CITY PROPERTY OR VENDORS (SUPPLIERS, SERVICE PROVIDERS) TO THE CITY OF DUBUQUE Governmental Immunity Endorsement identical or equivalent to form attached. Additional Insured Requirement: The City of Dubuque, including all its elected and appointed officials, all its employees and volunteers, all its boards, commissions and /or authorities and their board members, employees and volunteers shall be named as an additional insured on General Liability Policies using ISO endorsement CG 20 26 0704 "Additional Insured — Designated Person or Organization," or it's equivalent. — See Specimen b) WORKERS' COMPENSATION & EMPLOYERS LIABILITY Statutory for Coverage A Employers Liability: Each Accident $100,000 Each Employee — Disease $100,000 Policy Limit — Disease $500,000 c) UMBRELLA EXCESS LIABILITY LIQUOR OR DRAM SHOP LIABILITY Coverage to be determined on a case by case basis by Finance Director. Completion Checklist ❑ Certificate of Liability Insurance (2 pages) ❑ Designated Location(s) General Aggregate Limit CG 25 04 03 97 (2 pages) ❑ Additional Insured 20 26 07 04 ❑ Governmental Immunities Endorsement 2 of 2 January 2008 56 THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD STANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE I MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR LTR NS TYPE OF INSURANCE POLICY NUMBER DATE MMFE ► POLICY (M E MP/ YY) LIMITS A X GENERAL X LIABILITY COMMERCIAL GENERAL LIABILITY Zip Code INSURER A Insurance Company EACH OCCURRENCE S 1,000,000 DAMAGE TO RENTED PREMISES (Ea occurrence) $ 50 , 000 INSURER 0 ( CLAIMS MADE X OCCUR MED EXP (Any one person) S 5 , 000 PERSONAL 8 ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 ATE LIMIT APPLIES PER. GENL AGGREGATE JEC — I POLICY I X I T n I LOC PRODUCTS - COMP /OP AGG $ 1,000,000 A AUTOMOBILE X _ALL _ LIABILITY ANY AUTO OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS COMBINED SINGLE LIMIT (Ea accadent) S 1,000,000 BODILY INJURY (Per person) s BODILY PJJURY (Per awdenI) $ PROPERTY DAMAGE (Per ecciden0 M GARAGE — LIABILITY ANY AUTO AUTO ONLY - EA ACCIDENT OTHER EA ACC AUTO ONLY. THAN AGG EXCESS/UMBRELLA .— LIABILITY OCCUR CLAIMS MADE DEDUCTIBLE RETENTION $ 0 EACH OCCURRENCE AGGREGATE i $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICERIMEMBER EXCLUDED? 8 yes desa�be under SPECIAL PROVISIONS below r �, Y, X TORV LAIMJS I 191N E.L. EACH ACCIDENT E 100,000 E L. DISEASE - EA EMPLOYEE 100,000 E.L. DISEASE - POLICY LIMIT $ 500,000 OTHER DESCRIPTION OF OPERAflO NS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPEGIAL PROVISIONS City of Dubuque is listed as an additional insured on general liability policies using ISO endorsement form CG 2026 0704 "Additional Insured- Designated Person or Organization" or its equivalent. General Liability policy is primary i non - contributing. Form CG 2504 0397 "Designated Locations" general liability aggregate limit is included. Governmental immunities endorsement is included. ACORD,,, CERTIFICATE OF LIABILITY INSURANCE DATE ( "°"(°orarr) 12/7/2007 PRODUCER (563)123 -4567 Insurance Agency Street Address City ST FAX (563) 987 -6543 Zip Code THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC X INSURED Company Street City St Zip Code INSURER A Insurance Company INSURER 8 INSURER C INSURER 0 INSURER E • COVERAGES CERTIFICATE HOLDER CANCELLATION City of Dubuque 50 West 13th Street Dubuque, IA 52001 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER HALL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ACORD 25 (2001/08) INS025 (oloe).oe AMS VMP Mortgage Solutions. Inc (800)327-0545 57 ® ACORD CORPORATION 1988 Page 1 of 2 ACORD 25 (2001108) INS025 momos)os AMS If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. IMPORTANT DISCLAIMER Page 2 of 2 58 • POLICY NUMBER: DESIGNATED LOCATION(S) GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE COMMERCIAL GENERAL LIABILITY CG 25 04 03 97 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Designated Location(s): (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) A. For all sums which the insured becomes legally obligated to pay as damages caused by "occur- rences" under COVERAGE A (SECTION 1), and for all medical expenses caused by accidents under COVERAGE C (SECTION I), which can be attributed only to operations at a single desig- nated "location" shown in the Schedule above: 1. A separate Designated Location General Aggregate Limit applies to each designated "location ", and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations. 2. The Designated Location General Aggregate Limit is the most we will pay for the sum of all damages under COVERAGE A, except dam- ages because of "bodily injury" or "property damage" included in the "products - completed operations hazard ", and for medical expenses under COVERAGE C regardless of the num- ber of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits ". 3. Any payments made under COVERAGE A for damages or under COVERAGE C for medical expenses shall reduce the Designated Loca- tion General Aggregate Limit for that desig- nated "location ". Such payments shall not re- duce the General Aggregate Limit shown in CG 25 04 03 97 Page 1 of 2 the Declarations nor shall they reduce any other Designated Location General Aggre- gate Limit for any other designated "location" shown in the Schedule above. 4. The limits shown in the Declarations for Each Occurrence, Fire Damage and Medical Ex- pense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable Designated Location General Aggregate Limit. B. For all sums which the insured becomes legally obligated to pay as damages caused by 'occur- rences" under COVERAGE A (SECTION I), and for all medical expenses caused by accidents under COVERAGE C (SECTION I), which can- not be attributed only to operations at a single designated "location" shown in the Schedule above: 1. Any payments made under COVERAGE A for damages or under COVERAGE C for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products - Completed Operations Aggregate Limit, whichever is applicable; and 2. Such payments shall not reduce any Desig- nated Location General Aggregate Limit. CG 25 04 03 97 C. When coverage for liability arising out of the "products- completed operations hazard" is pro- vided, any payments for damages because of "bodily injury" or "property damage" included in the "products - completed operations hazard" will reduce the Products - Completed Operations Ag- gregate Limit, and not reduce the General Ag- gregate Limit nor the Designated Location Gen- eral Aggregate Limit. D. For the purposes of this endorsement, the Defi- nitions Section is amended by the addition of the following definition: Copyright, Insurance Services Office, Inc., 1996 Page 2 of 2 CG 25 04 03 97 60 "Location" means premises involving the same or connecting Tots, or premises whose connection is interrupted only by a street, roadway, waterway or right -of -way of a railroad. E. The provisions of Limits Of Insurance (SECTION III) not otherwise modified by this endorsement shall continue to apply as stipulated. s COMMERCIAL GENERAL LIABILITY CG 20 26 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -- DESIGNATED PERSON OR ORGANIZATION POLICY NUMBER: This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) The City of Dubuque, including all its elected and appointed officials, all its employees and volunteers, all its boards, commissions and /or authorities and their board members, employees and volunteers. Information required to complete this Schedule, if not shown above, will be shown In the Declarations. Section II — Who Is An Insured is amended to in- clude as an additional insured the person(s) or or- ganization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property dam- age" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: A. In the performance of your ongoing operations; or 8. In connection with your premises owned by or rented to you. All terms and conditions of this policy apply unless modified by this endorsement. CG 20 26 07 04 Includes copyrighted material of Insurance Services Office, Inc. with permission. Page 1 of 1 © ISO Properties, Inc., 2004 61 CITY OF DUBUQUE, IOWA GOVERNMENTAL IMMUNITIES ENDORSEMENT 1. Nonwaiver of Governmental Immunity. The insurance carrier expressly agrees and states that the purchase of this policy and the including of the City of Dubuque, Iowa as an Additional Insured does not waive any of the defenses of governmental immunity available to the City of Dubuque, Iowa under Code of Iowa Section 670.4 as it is now exists and as it may be amended from time to time. 2. Claims Coverage. The insurance carrier further agrees that this policy of insurance shall cover only those claims not subject to the defense of governmental immunity under the Code of Iowa Section 670.4 as it now exists and as it may be amended from time to time. Those claims not subject to Code of Iowa Section 670.4 shall be covered by the terms and conditions of this insurance policy. 3. Assertion of Government Immunity. The City of Dubuque, Iowa shall be responsible for asserting any defense of governmental immunity, and may do so at any time and shall do so upon the timely written request of the insurance carrier. 4. Non - Denial of Coverage. The insurance carrier shall not deny coverage under this policy and the insurance carrier shall not deny any of the rights and benefits accruing to the City of Dubuque, Iowa under this policy for reasons of governmental immunity unless and until a court of competent jurisdiction has ruled in favor of the defense(s) of governmental immunity asserted by the City of Dubuque, Iowa. No Other Change in Policy. The above preservation of governmental immunities shall not otherwise change or alter the coverage available under the policy. SPECIMEN 1 of 1 January 2008 VL EXHIBIT I CONFIDENTIALITY AGREEMENT 63 CONFIDENTIALITY AGREEMENT This confidentiality agreement ( "Agreement ") is made and entered into this day of , 2011, by and between The City of Dubuque, a municipal corporation ( "City "), and Flexsteel Industries, Inc., a Minnesota corporation ( "Flexsteel "). WHEREAS, the City and Flexsteel are discussing a possible development project (the "Development Project ") involving certain real property owned by the City (the "Development Property ") described in Attachment A hereto; and WHEREAS, in order to evaluate the Development Project, Flexsteel, with the consent and cooperation of the City, will cause a qualified consultant acceptable to Flexsteel and the City (" Environmental Consultant ") to undertake an environmental review of the Development Property pursuant to the terms and conditions of the Site Access Agreement between Flexsteel and the City, which review will be memorialized in a report ( "Report"); and WHEREAS, the parties hereto desire to protect the confidentiality of information obtained during the investigation and reported regarding the Development Property, including, without limitation, any information used, generated or learned by the Consultant, including previous environmental assessments and /or information furnished by either party and related to the Development Property on or after the date of this Agreement (collectively, hereinafter, "Confidential Information "); NOW THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows. SECTION 1. All Confidential Information will be kept confidential by the parties and shall not be reproduced, disclosed, distributed or communicated, directly or indirectly, in whole or in part, to any other Person (as defined below), except that each party may disclose the Confidential Information or portions thereof to those persons or entities who, in its judgment, are reasonably required to review the Confidential Information in connection with the Development Project, including, but not limited to, its respective (i) directors, officers, members, partners, attorneys and employees and (ii) Consultant, representatives, agents, consultants, advisors, lenders, professionals, insurers and other persons or entities who have acknowledged an obligation of confidentiality and an agreement to be bound by the terms and conditions of this Agreement (the persons in clauses (i) and (ii) to whom such disclosure is permissible being collectively called "Representatives "). SECTION 2. The parties agree that they will inform each of their respective Representatives who have, or will have, access to any or all of the Confidential Information, of the existence and content of this Agreement and will take all reasonable action necessary to cause such Representatives to observe the confidentiality requirements of this Agreement. With regard to the Environmental Consultant, 64 Flexsteel shall obtain a written agreement confirming Consultant's intent to comply with this Confidentiality Agreement. In the event that the parties or any of their respective Representatives (the "Compelled Party ") are required by law or legal process (including by deposition, interrogatory, request for documents, subpoena, civil investigation demand or similar process) to disclose any of the Confidential Information, the Compelled Party shall use its good faith efforts to provide or shall use its good faith efforts to cause such Representative to provide, prompt prior written notice of such compulsion to the other party hereto, so that such party may seek a protective order or other appropriate remedy or, if appropriate, waive compliance with the terms of this Agreement. The term "Person" as used in this Agreement will be interpreted broadly to include, without limitation, any corporation, company, partnership, individual or other entity of any kind whatsoever. Without limiting the generality of the foregoing, to the extent required by applicable law, Flexsteel may disclose information contained in the Report in any offering, offering statement, proxy solicitation, tender offer document, registration statement, placement memorandum, or similar document (whether draft or otherwise), prepared by Flexsteel or any of its affiliates, upon written approval by the City, which approval shall not be unreasonably withheld. SECTION 3. Notwithstanding anything to the contrary in this Agreement, the term "Confidential Information" shall not include any information which (i) at the time of disclosure or thereafter is generally available to or known by the public (other than through a disclosure directly or indirectly resulting from a violation hereunder), (ii) at the time of disclosure was already known on a non - confidential basis or had been independently developed by the applicable party as evidenced by its business records, in each case, provided that such information is not known by the applicable party to be subject to another confidentiality agreement with or other obligation of secrecy to the disclosing party or any other Person, or (iii) was available to the applicable party on a non - confidential basis from a source (other than pursuant to this Agreement) that is not and was not bound by a confidentiality agreement or otherwise prohibited from transmitting the information to the applicable party on a non - confidential basis by a contractual, legal or fiduciary obligation). SECTION 4. The parties understand and acknowledge that neither of the parties or any of their respective directors, officers, stockholders, partners, employees, owners, affiliates, Representatives, advisors or agents is making any representation or warranty, express or implied, as to the accuracy or completeness of any Confidential Information, and neither of the parties or any of their respective directors, officers, stockholders, partners, members, employees, owners, affiliates, Representatives, advisors or agents will have any liability to the other party or any other Person resulting from use of the Confidential Information by such party or by any of the Representatives. SECTION 5. The parties hereby irrevocably and unconditionally consent to submit to the non - exclusive jurisdiction of the courts of the State of Iowa and the United States of America located in Iowa for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated hereby (and the parties agree not to commence any such action, suit or proceeding relating thereto except in such courts), 65 and further agree that service of any process, summons, notice or document by U.S. registered mail to the parties' addresses set forth below shall be effective service of process for any action, suit or proceeding brought against such party in any such court. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in the courts of the State of Iowa or the United States of America located in Iowa, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. SECTION 6. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be changed, modified, amended, supplemented or assigned except by a written instrument signed by each of the parties. SECTION 7. Each party understands and agrees that no contract or agreement providing for a Development Project or any other transaction involving the other shall be deemed to exist between them unless and until a definitive agreement has been executed and delivered, and each party hereby waives, in advance, any claims (including, without limitation, breach of contract) in connection with any transaction involving the other unless and until each such party shall have entered into a final definitive agreement. Each party also agrees that unless and until a final definitive agreement regarding a transaction between them has been executed and delivered, neither party will be under any legal obligation of any kind whatsoever with respect to such a transaction by virtue of this Agreement, except for the matters specifically agreed to herein. Each party further acknowledges and agrees that each such party reserves the right, in such party's sole discretion, to reject any and all proposals made by the other party and its Representative with regard to the Development Project or any other transaction between them. and to terminate discussions and negotiations with respect thereto at any time. SECTION 8. Any notices required or permitted hereunder shall be given to the appropriate party at the address specified below such party's signature or at such other address as the party shall specify in writing. Such notice shall be deemed given upon either (i) the date of the personal delivery of such notice. (ii) upon the date of confirmation of the transmittal of the notice by telecopy (provided that such telecopied notice is followed, within twenty -four (24) hours by personal delivery to the receiving party or by deposit with an overnight courier of national reputation) or three (3) days after the date of mailing such notice by certified or registered mail, postage prepaid. SECTION 9. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA (WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAW PRINCIPLES THEREOF). IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. 66 FLEXSTEEL INDUSTRIES, INC. CITY OF DUBUQUE By: By: Name: Name: Title: Title: # 686876.1 Address for notice purposes: Address for notice purposes: 67 EXHIBIT J -1 Flexsteel Industries, Inc. Office Payroll as of 2/28/11 Corporate Employees - Moving Title Accounting Assistant Accounting Clerk Office Manager /Accountant Director of Advertising Graphic Designer Sales Assistant Sr. Graphic Designer Contract Sales Facilitator Administrative Asst Corporate Accountant Corporate Controller Director of Financial Reporting & Compliance Risk & Benefits Supervisor Sr. Corporate Accountant Accounts Receivable Coordinator Credit Manager Senior Bookkeeper HR Administrator Treasury Administrator Buyer Corporate Fabric Purchasing Manager Purchasing Clerk Corporate Cutting Engineer Director of Corporate Engineering Services Engineering Clerk IE & Costing Analyst Industrial Engineer Industrial Engineering Supervisor Sewing Engineer Applications Programming Manager Computer Operator Computer Operator N/S Corporate IS Operations Manager Data Control Operator Director of Information Technology EDI Coordinator Lead Operator /Info Specialist PC Programmer /Analyst PCINetwork Specialist 68 Department ACCOUNTING ACCOUNTING ACCOUNTING ADVERTISING ADVERTISING ADVERTISING ADVERTISING CONTRACT SALES CORP ACCT CORP ACCT CORP ACCT CORP ACCT CORP ACCT CORP ACCT CREDIT /FINANCE CREDIT /FINANCE CREDIT /FINANCE EXEC & ADMIN -CORP EXEC & ADMIN -CORP FABRIC FABRIC FABRIC I.E. I.E. I.E. I.E. I.E. I.E. I.E. INFO SYSTEMS INFO SYSTEMS INFO SYSTEMS INFO SYSTEMS INFO SYSTEMS INFO SYSTEMS INFO SYSTEMS INFO SYSTEMS INFO SYSTEMS INFO SYSTEMS # of Emp. 2 2 1 1 1 1 1 1 2 2 1 1 1 2 1 2 1 1 1 2 1 1 1 1 1 1 2 1 1 1 2 2 1 1 1 1 1 2 1 Programmer /Analyst Systems Analyst Chief Designer Director of Marketing Marketing Manager- Sourced Products Secretary President & C.E.O. SVP Commercial Seating SVP Corporate Services SVP Finance, CFO & Secretary SVP Marketing /Sales VP Merchandising -Home Furnishings VP of Sales & Marketing - Commercial Seating VP Residential Sales Compositor /Office Assistant Cost Engineer Pattern Engineer Pattern Engineering Supervisor Specifications Engineer Customer Service Assistant Customer Service Supervisor Manager of Corporate Manufacturing Quality Production Engineering & QC Manager Executive Secretary Inside Sales Supervisor North Central Sales Manager Receptionist/Switchboard Operator Sales Administrator Sales Assistant Sales Expeditor Administrative Asst Manager - Retail Development Retail Development Coordinator Retail Development Designer Retail Display & Design Manager Assistant Buyer Buyer Corporate Sourcing Manager p/t Clerk 69 INFO SYSTEMS 6 INFO SYSTEMS 1 MKTG /MERCHANDISING 1 MKTG /MERCHANDISING 1 MKTG /MERCHANDISING 1 MKTG /MERCHANDISING 1 OFFICER OFFICER OFFICER OFFICER OFFICER OFFICER OFFICER OFFICER P &S PROD DEV /ENGR PROD DEV /ENGR PROD DEV /ENGR PROD DEV /ENGR PROD ENGR PROD ENGR PROD ENGR PROD ENGR RES INSIDE SALES RES INSIDE SALES RES INSIDE SALES RES INSIDE SALES RES INSIDE SALES RES INSIDE SALES RES INSIDE SALES RETAIL DEV RETAIL DEV RETAIL DEV RETAIL DEV RETAIL DEV SOURCE PROD SOURCE PROD SOURCE PROD SOURCE PROD TOTAL 101 EXHIBIT J -2 Flexsteel Industries, Inc. Office Payroll as of 2/28/11 Corporate Employees - Not Moving Title Gerber & Robotic Engineer Specifications Engineer Computer Aided Frame Draftsman Cost & Frame Assistant Engineer Manager of Product Development & Engineering Development Engineering Supervisor SVP Vehicle Seating, GM Dubuque Division VP Marketing - Vehicle Seating VS D &D Product Development Manager Project Engineer Design & Specifications Engineer R &D Supervisor Product Development -Soft Goods Specifications Engineer /Coordinator Industrial Engineer /Cost Technician Specifications Engineer 70 Department # of Emp. I.E. 1 PROD DEV /ENGR 1 PROD DEV /ENGR 1 PROD DEV /ENGR 1 PROD DEV /ENGR 1 PROD DEV /ENGR 1 OFFICER 1 OFFICER 1 RV R &D 1 RV R &D 1 RV R &D 1 RV R &D 1 RV R &D 1 RV R &D 1 RV R &D 1 TOTAL 15 EXHIBIT J -3 Flexsteel Industries, Inc. Office Payroll as of 2/28/11 Mfg Operations - Not Moving Title General Supervisor -Soft Goods General Supervisor -Steel HR /Payroll Supervisor Payroll Assistant Production Supervisor -Cut & Sew Maintenance & Fleet Supervisor Production Supervisor -RV Bucket Seat Assembly Production Supervisor- Customer Service /Recv /S.P. Production Supervisor /Inspector -Auto Assembly Steel Supervisor /Inspector QC Inspector Buyer Customer Service Expeditor Sales Expeditor Scheduler -Soft Good Production /Shipping Production Scheduling /Inventory Control Asst. Production Scheduler /Inventory Control Manager Production Supervisor -RV Shipping & Receiving Dubuque Traffic Manager Router & Dispatcher OFFICE EMPLOYEES PRODUCTION - WAREHOUSE EMPLOYEES PRODUCTION -MFG OPERATIONS EMPLOYEES 71 Department DBQ -OPS MGMT DBQ -OPS MGMT HR /PAYROLL HR /PAYROLL MFG /SUPERVISION MFG /SUPERVISION MFG /SUPERVISION MFG /SUPERVISION MFG /SUPERVISION MFG /SUPERVISION PROD SPEC /QC RV PURCH RV SALES RV SALES RV SALES SCHEDULING SCHEDULING SHIP & RECV TRAFFIC TRAFFIC # of Emp. 1 1 1 1 1 1 1 1 1 1 2 2 1 3 1 1 1 1 1 1 24 47 123 TOTAL 194 EXHIBIT J-4 Flexsteel Industries, Inc. Office Payroll as of 2/28/11 Printing Sampling - Not Moving Title Department # of Emp. Superintendent P & S 1 OFFICE EMPLOYEES 1 PRODUCTION EMPLOYEES 5 72 TOTAL 7