Lease Agreement Between the City of Dubuque and Hodge Company: Assignment of Lease Agreement and AmendmentCity of Dubuque
City Council Meeting
Consent Items # 15.
Copyrighted
March 21, 2022
ITEM TITLE: Lease Agreement Between the City of Dubuque and Hodge Company:
Assignment of Lease Agreement and Amendment
SUMMARY: City Manager recommending City Council approval of a resolution
approving the Assignment of the Lease Agreement Between the City of
Dubuque and Hodge Company to MacHom Windows LLC and an
Amendment to the Lease Agreement substituting MacHom Windows
LLC as the Lessee.
SUGGESTED
DISPOSITION:
ATTACHMENTS:
Description
RESOLUTION Approving the Assignment of a Lease Agreement
between the City of Dubuque, Iowa and Hodge Company to MacHom
Windows LLC and an Amendment to the Lease Agreement Substituting
MacHom Windows LLC as Lessee in the Lease Agreement
Suggested Disposition: Receive and File; Adopt Resolution(s)
Hodge - Assignment-MVM Memo
Memo
Resolution
First Amendment
Assignment
Letter to City of Dubuque
Type
City Manager Memo
Staff Memo
Resolutions
Supporting Documentation
Supporting Documentation
Supporting Documentation
THE C
Dubuque
DUj!BQTE
WAWca 914
Masterpiece on the Mississippi
YP pp
aoo�•o 13
zai7*20*�oi9
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Lease Agreement Between the City of Dubuque and Hodge Company:
Assignment of Lease Agreement and Amendment
DATE: March 16, 2022
Senior Counsel Barry Lindahl is recommending City Council approval of a resolution
approving the Assignment of the Lease Agreement Between the City of Dubuque and
Hodge Company to MacHom Windows LLC and an Amendment to the Lease
Agreement substituting MacHom Windows LLC as the Lessee. Approval of the
Assignment and the Amendment are subject to the closing of the MacHom Windows
LLC purchase.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
v
Mic ael C. Van Milligen
f•[yTALVA Ai
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Barry Lindahl, Senior Counsel
THE CITY OF
DUB E
Masterpiece on the Mississippi
BARRY A. LINDAHL, ESQ.
SENIOR COUNSEL
MEMO
To: Michael C. Van Milligen
City Manager
DATE: March 16, 2022
Dubuque
All-buica Cily
2007-2012.2013
2017*2019
RE: Lease Agreement Between the City of Dubuque and Hodge Company:
Assignment of Lease Agreement and Amendment
The City of Dubuque and Hodge Company entered into a Lease Agreement dated June
20, 2016 for real estate on Purina Drive. Hodge Company owns the improvements located
on the property.
Hodge Company CEO, Tim Hodge, has advised that the Hodge Company has entered
into a purchase agreement with MacHom Windows LLC. Mr. Hodge has requested that
the City consent to the assignment of the Lease Agreement to MacHom Windows LLC.
Once the sale is closed, the Lease Agreement will be amended to substitute MacHom
Windows LLC as the Lessee. Please see attached March 16, 2022 letter from Tim Hodge.
Attached is a resolution approving the Assignment of the Lease Agreement Between the
City of Dubuque and Hodge Company to MacHom Windows LLC and an Amendment to
the Lease Agreement substituting MacHom Windows LLC as the Lessee. Approval of
Assignment and the Amendment are subject to the closing of the MacHom Windows LLC
purchase.
I recommend that the Resolution be submitted to the City Council for consideration and
approval.
BAL:JLM
Attachments
CC' Crenna Brumwell, City Attorney
Steve Brown, Project Manager
Jill Connor, Economic Development Director
Zeke McCarthy
OFFICE OF THE CITY ATTORNEY DUBUQUE, IOWA
SUITE 330, HARBOR VIEW PLACE, 300 MAIN STREET DUBUQUE, IA 52001-6944
TELEPHONE (563) 583-4113 / FAX (563) 583-1040 / EMAIL balesq@cityofdubuque.org
Prepared by Barry A. Lindal, Esq. 300 Main St. Ste. 330 Dubuque IA 52001-6944 (563) 583-4113
Return to Adrienne N. Breitfelder, City Clerk, 50 W. 1311 St., Dubuque, IA 52001, (563) 589-4100
RESOLUTION NO. 87-22
APPROVING THE ASSIGNMENT OF A LEASE AGREEMENT BETWEEN THE CITY
OF DUBUQUE, IOWA AND HODGE COMPANY TO MACHOM WINDOWS LLC AND
AN AMENDMENT TO THE LEASE AGREEMENT SUBSTITUTING MACHOM
WINDOWS LLC AS LESSEE IN THE LEASE AGREEMENT
WHEREAS, the City of Dubuque and Hodge Company entered into a Lease
Agreement dated June 20, 2016 for real estate on Purina Drive in the City of Dubuque,
Iowa legally described as follows:
Lot 11 and Lots 1 and 2 of Lot 10 of Block 4 in Riverfront Sub. No. 2 in the
City of Dubuque, Iowa
(the Property); and
WHEREAS, Hodge Company owns the improvements located on the Property;
and
WHEREAS, Hodge Company has entered into a purchase agreement with
MacHom Windows LLC for the purchase of the improvements; and
WHEREAS, Hodge Company has requested that the City consent to the
assignment of the Lease Agreement to MacHom Windows LLC and that once the sale is
closed, the Lease Agreement be amended to substitute MacHom Windows LLC as the
Lessee; and
WHEREAS, the City Council finds that it is in the best interests of the City of
Dubuque to approve the Assignment and Amendment.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE AS FOLLOWS:
Section 1. The Assignment of the Lease Agreement Between the City of
Dubuque and Hodge Company to MacHom Windows LLC attached hereto and the
Amendment to the Lease Agreement attached hereto substituting MacHom Windows LLC
as the Lessee are hereby approved subject to the closing of the MacHom Windows LLC
purchase.
Section 2. The Mayor is hereby authorized and directed to sign the Consent to
Assignment and Amendment to be held until the closing of the MacHom Windows LLC
purchase.
Section 3. The City Manager and City Attorney are hereby authorized to take
such further action as may be necessary to complete the transactions herein.
.�!�
—. .:�..
Attest:
Adrienne N. Breittelder, City Clerk
FIRST AMENDMENT
TO
LEASE AGREEMENT
BETWEEN
THE CITY OF DUBUQUE, IOWA, AND
HODGE COMPANY
This First Amendment to the Lease Agreement, dated for reference purposes the
day of 2022, is made and entered into by and between the
City of Dubuque, Iowa ("City") and Hodge Company ("Hodge'), an Iowa corporation,
whose address for purposes of this First Amendment is 7465 Chavenelle Road, Dubuque,
IA 52002.
WHEREAS, the City of Dubuque, Iowa (City) is the owner of the following real
property locally known as 1111-1115 Purina Drive, and legally described as:
Lot
11
and Lots 1
and 2 of Lot 10 of Block 4 in Riverfront Sub. No. 2 in the
City
of
Dubuque,
Iowa
(the Real Estate); and
WHEREAS, City, as Lessor, and Hodge Company, as Lessee, entered into a
Lease Agreement dated June 20, 2016 for the Real Estate, referred to therein as the
Demise Property; and
WHEREAS, Hodge Company has assigned the Lease Agreement to MacHom
Windows LLC ("MacHom"); and
WHEREAS, City, Hodge and MacHom and desire to amend the Lease Agreement
for purposes of substituting Hodge for MacHom as new lessee as stated herein.
NOW, THEREFORE, IT IS AGREED BY AND BETWEEN CITY, HODGE, AND
MACHOM WINDOWS, LLC AS FOLLOWS:
SECTION 1. MacHom Windows, LLC is hereby substituted for Hodge Company as
Lessee for all purposes in the Lease Agreement.
SECTION 2. Section 23.1 is amended to read as follows:
23.1. All notices, demands or other writings in this Lease provided to be given or
made or sent, or which may be given or made or sent, by either party to the other, shall
be deemed to have been fully given or made or sent when made in writing and deposited
in the United States mail, registered and postage prepaid, and by email or facsimile
addressed as follows:
TO LESSOR: City of Dubuque, Iowa
WITH COPY TO:
City Manager
City Hall
50 West 13th Street
Dubuque, IA 52001
Fax 319 589-4149
City Attorney
City Hall
50 West 13thStreet
Dubuque, IA 52001
TO LESSEE: MacHom Windows, LLC
Attn: Thomas Homco
1 McBride and Son Center Court
St. Louis, MO
Thomast7a.lee-associates.com
23.2 The address, email address, and/or fax number to which any notice, demand or
other writing may be given or made or sent to any party as above provided may be
changed by written notice given by the party as above provided.
Adrienne N. Breitfelder, City Clerk
ORIGINAL LESSEE:
HODGE COMPANY
gy. �13�9a
LESSOR:
CITY OF DUBUQUE, IOWA
By:
Brad M. Cava_fagtf Mayor
SUBSTITUTED LESSEE:
MACHOM WINDOWS, LLC
By:
LESSOR:
CITY OF DUBUQUE, IOWA
Attest:
Brad M. Cavanagh, Mayor
Adrienne N. Breitfelder, City Clerk
ORIGINAL LESSEE:
HODGE COMPANY
Lm
SUBSTITUTED LESSEE:
MACHOM WINDOWS, LLC
ASSIGNMENT OF LEASE
THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this "Assignment") dated as of
the day of , 2022, is made and entered into by and between Hodge
Company, an Iowa corporation, ("Assignor"), and MacHom Windows LLC, a Missouri limited
liability company ("Assignee").
RECITALS
A. This Assignment is delivered pursuant to the terms of that certain Purchase and Sale
Agreement dated February 22, 2022 (the "Agreement") between Assignor, as Seller, and
Assignee, as Buyer. Pursuant to the Agreement, Assignor has agreed to sell and Assignee has
agreed to buy the improvements on the real property described on Exhibit A to the Agreement (the
"Property").
B. Pursuant to the Agreement, Assignor has agreed to assign all of Assignor's interests
in, and Assignee has agreed to assume all of Assignor's obligations under, the lease (together with
any related guaranties) listed on the attached Schedule I (the "Land Lease"). Capitalized terms
not otherwise defined herein shall have the meanings given them in the Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the acquisition of the Property by Assignor,
and other good and valuable consideration, the mutual receipt and legal sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:
1. Effective Date. This Assignment shall be effective for all purposes upon the
completion of the Closing pursuant to and as defined in the Agreement (the "Effective Date").
2. Assi_ng ment. Assignor does hereby sell, assign, transfer, convey, set over and
deliver to Assignee the Land Lease and all corresponding obligations as tenant.
3. Indemnification by Assignor. In connection with this Assignment, Assignor agrees
to indemnify and hold Assignee harmless from and against any and all losses, costs, liabilities,
damages and expenses, including, without limitation, reasonable attorneys' fees, related to the
Lease and Security Deposits transferred to Assignee and accruing prior to the Effective Date.
4. Assumption. In connection with this Assignment, Assignee assumes from and after
the Effective Date all of Assignor's obligations as tenant under the Lease, including but not limited
to tenants obligations for rent accruing from and after the Effective Date.
5. Indemnification by Assignee. Assignee agrees to indemnify and hold Assignor
harmless from and against any and all losses, costs, liabilities, damages and expenses including,
without limitation, reasonable attorneys' fees, relating to the Lease the corresponding obligations
transferred by Assignor to Assignee hereunder and accruing on or after the Effective Date.
6. Attorney's Fees. If Assignor or Assignee is required to employ counsel to enforce
any of the terms of this Assignment or for damages by reason of any alleged breach of this
Assignment or for a declaration of rights hereunder, the prevailing party shall be entitled to recover
its reasonable attorneys' fees and court costs incurred.
7. Miscellaneous. This Assignment and the obligations of the parties hereunder shall
be binding upon and inure to the benefit of the parties hereto, their respective legal representatives,
successors and assigns, shall be governed by and construed in accordance with the laws of the
State in which the Property is located applicable to agreements made and to be wholly performed
within said State and may not be modified or amended in any manner other than by a written
agreement signed by the party to be charged therewith.
8. Severability. If any term or provision of this Assignment or the application thereof
to any persons or circumstances shall, to any extent, be invalid or unenforceable, the remainder of
this Assignment or the application of such term or provision to persons or circumstances other than
those as to which it is held invalid or unenforceable shall not be affected thereby, and each term
and provision of this Assignment shall be valid and enforced to the fullest extent permitted by law.
9. Counterparts. This Assignment may be executed in counterparts, each of which
shall be an original and all of which counterparts taken together shall constitute one and the same
agreement. Any electronic, pdf, DocuSign or facsimile signatures shall be considered an original.
ASSIGNOR:
Hodge Company, an Iowa Corporation
WE
Name:
Its:
ASSIGNEE:
MacHom Windows, LLC, a Missouri limited
liability company
51
Name:
Its:
CONSENT BY THE CITY OF DUBUQUE, IOWA
The City of Dubuque, Iowa hereby consents to the foregoing Assignment of Lease.
Dated the as day of Marc k 2022.
CITY OF DUBUQUE, IOWA
By:
t—raZPAT. Cavandgh, Mayor
Attest:
Adrienne Breitfelder, City Clerk
EXHIBIT A
Lot 11 and Lots 1 and 2 of Lot 10 of Block 4 in Riverfront Sub. No. 2 in the City
of Dubuque, Iowa
SCHEDULEI
Land Lease dated June 20, 2016 by and between the City of Dubuque, Iowa as landlord, and Hodge
Company as tenant.
HODGE
City Council of Dubuque
City Hall
50 W. 13th Street
Dubuque, IA 52001
RE: 1111-1115 Purina Drive
Hodge Company Sale to MacHom Windows LLC
Dear City Council:
INTEGRATED LOGISTICS G MATERIAL HANDLING
CORPORATE HEADQUARTERS
March 16, 2022
On behalf of Hodge Company, please consider this letter notice that Hodge has entered into a purchase and
sale agreement, dated February 22, 2022 with MacHom Windows LLC to convey its interest in the building and
improvements located at 1111 - 1115 Purina Drive, Dubuque, Iowa 52001. This interest includes two industrial
buildings totaling 236,200 square feet located thereon ("Improvements") and all of Hodge's interest in a land lease
with the City of Dubuque dated June 20, 2016 and Hodge's interest in a lease agreement with Eagle Window and
Door Manufacturing Inc. ("Eagle") dated July 1, 2021.
For your information, Buyer MacHom Windows LLC is a Missouri limited liability company which
specializes in real estate holdings. Buyer Mac Home Windows is not requesting any changes, concessions, or
amendments to the lease agreement with the City. MacHome will be subject to all conditions and covenants
contained within that lease agreement which as you know is in effect until October 31, 2043. Further, as
referenced above, the current lease agreement between Hodge and tenant Eagle is also being assigned pursuant to
the purchase and sale agreement. As a result, the actual use and occupancy of the buildings will remain the
same.
We have enclosed a proposed estoppel for your review and approval. This estoppel simply summarizes the
terms contained within the lease between the City and Hodge, and also certifies Hodge's compliance therein to
date. We would greatly appreciate your cooperation in the form of approval and execution of the estoppel. The
signed estoppel is a condition of closing, and therefore is needed prior to closing on the the sale to MacHom.
In addition, we have enclosed a proposed assignment and lease amendment. These documents not only
transfer Hodge's interest in the land lease with the City, but bind MacHom to all obligations and covenants
contained therein. These documents will be signed at closing and delivered to the City.
Thank you greatly for your attention to and cooperation in this matter. As always it is a pleasure working
with, and in, the City of Dubuque.
Ti�l�
Tim Hodge
HODGE, CEO
ffINTIM?ff MArfs 7465 Chavenelle Road I Dubuque, IA 52002 1 563 583-9781 1 www.hodgecompany.com