Gavilon Grain, LLC - First Amendment to Lease Agreement_Salt Site LeaseCopyrighted
April 6, 2020
City of Dubuque Action Items # 3.
ITEM TITLE: Gavilon Grain, LLC - First Amendment to Lease
Agreement - Salt Site Lease
SUMMARY: City Manager recommending approval of a resolution
approving the First Amendment to Lease Agreement
between the City of Dubuque and Gavilon Grain, LLC for
property on Kerper Boulevard referred to as the Salt Site
Lease.
SUGGESTED DISPOSITION:
RESOLUTION Approving the First Amendment to Lease
Agreement between the City of Dubuque, Iowa and
Gavilon Grain, LLC - Salt Site Lease
Suggested Disposition: Receive and File; Adopt
Resolution(s)
ATTACHMENTS:
Description Type
Staff Memo Staff Memo
Gavilon Salt Site - First Amendment to Lease - MVM City Manager Memo
Memo
Resolution Approving First Amendment Resolutions
Masterpiece on the Mississippi
BARRY A. LINDAHL, ESQ.
SENIOR COUNSEL
MEMO
To: Michael C. Van Milligen
City Manager
DATE: March 24, 2020
Dubuque
tard
AII•Ameriea City
1111'
2007.2012.2013
2017*2019
RE: First Amendment to Lease Agreement Between the City of Dubuque and
Gavilon Grain, LLC — Salt Site Lease
Gavilon Grain, LLC (Lessee), and the City of Dubuque, Iowa (Lessor) are parties to a
Lease Agreement dated August 5, 2013 for property on Kerper Boulevard referred to as
the Salt Site Lease.
Lessee and Lessor desire to amend Section 2.2 of the Lease relating to wharfage as set
forth in the First Amendment to Lease Agreement attached hereto. The First Amendment
will make the wharfage provisions in all Gavilon leases identical.
I recommend that the attached resolution approving the First Amendment to Lease
Agreement be submitted to the City Council for consideration and adoption.
BAL:tls
Attachment
cc: Crenna M. Brumwell, City Attorney
Gus Psihoyos, City Engineer
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
Masterpiece on the Mississippi
Dubuque
bitil
All-A.aia City
111111
2007.2012.2013
2017*2019
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: First Amendment to Lease Agreement Between the City of Dubuque and
Gavilon Grain, LLC - Salt Site Lease
DATE: March 29, 2020
Senior Counsel Barry Lindahl recommends City Council approval of a resolution
approving the First Amendment to Lease Agreement between the City of Dubuque and
Gavilon Grain, LLC for property on Kerper Boulevard referred to as the Salt Site Lease.
The amendment changes the wharfage to make it identical in all Gavilon leases.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
/..
Mic ael C. Van Milligen
MCVM:jh
Attachment
cc: Crenna Brumwell, City Attorney
Teri Goodmann, Assistant City Manager
Cori Burbach, Assistant City Manager
Barry A. Lindahl, Senior Counsel
Prepared by Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113
RESOLUTION NO. 118-20
APROVING THE FIRST AMENDMENT TO LEASE AGREEMENT BETWEEN THE CITY
OF DUBUQUE, IOWA AND GAVILON GRAIN, LLC — SALT SITE LEASE
WHEREAS, Gavilon Grain, LLC, a Delaware limited liability company (Lessee),
and the City of Dubuque, Iowa (Lessor), are parties to a Lease Agreement dated August
5, 2013 (the Lease); and
WHEREAS, Lessee and Lessor desire to amend Section 2.2 of the Lease
Agreement relating to wharfage as set forth in the attached First Amendment to Lease
Agreement attached hereto; and
WHEREAS, the City Council finds that it is in the interest of the City of Dubuque to
approve the First Amendment to Lease Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF DUBUQUE,
IOWA AS FOLLOWS:
Section 1. The First Amendment to Lease Agreement is hereby approved.
Section 2. The Mayor is hereby authorized and directed to sign the First
Amendment to Lease Agreement on behalf of the City of Dubuque.
Passed, approved and adopted this 6th day of April 2020.
Roy D. uol, Mayor
Attest:
Kevin 8'. Firnstahl, City Clerk
First Amendment to Lease Agreement
This First Amendment (the "Amendment"), dated as of July 1, 2020 (the "Effective Date"), is
made and entered into by Gavilon Grain, LLC, a Delaware limited liability company ("Lessee"), and
the City of Dubuque, Iowa, an Iowa municipal corporation ("Lessor"), each of which may hereinafter
be referred to individually as "Party" or collectively as "Parties".
WITNESSETH:
WHEREAS, Lessor and Lessee are parties to a Lease Agreement dated August 5, 2013 (the
"Lease");
WHEREAS, the Parties desire to amend certain provisions of the Lease;
NOW THEREFORE, in consideration of the mutual agreements, covenants and conditions
herein contained, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties hereby amend the Lease as follows:
Section 2.2 of the Lease is hereby deleted in its entirety and replaced with the following:
(1) Wharfage Rate. Lessee shall pay Lessor the following wharfage rates for
inbound cargo transferred to the Demised Premises by water, rail or motor vehicle for every
ton received at the Demised Premises: (a) $0.1000 per ton for grain and whole cottonseed; and
$0.2500 per ton for all other products including fertilizer and salt. Lessee shall not be required
to pay said fee for Lessor's inbound cargo.
(2) Wharfage Adjustment. The wharfage rate, beginning on the first anniversary
date of the Effective Date and continuing on each subsequent anniversary date thereof, shall
be determined by multiplying the wharfage in effect immediately prior to the applicable
anniversary date of the Effective Date by the CPI Adjustment (as hereinafter defined) and then
adding the resulting product, if positive ("CPI Increase"), to the wharfage in effect
immediately prior to the applicable anniversary date; provided, however, in no event shall any
increase in the wharfage rate exceed three percent (3%) of the then -current wharfage rate and
provided, further, that in no event shall the wharfage rate for any year be less than the
wharfage rate for the immediately preceding year.
The "CPI Adjustment" shall be a fraction expressed as a decimal, the numerator of
which shall be the Current CPI minus the Prior CPI and the denominator of which is the Prior
CPI, or 3% whichever amount is less. The "Current CPI" is the latest CPI published prior to
the anniversary date of the lease term. The "Prior CPI" is the CPI published in the
immediately preceding calendar year for the same month as the Current CPI.
The term "CPI" shall mean the "Consumer Price Index for All Urban Consumers
(CPI-U)" published by the Bureau of Labor Statistics of the U.S. Department of Labor, All
Items (1982-84=100), U.S. City Average, or any successor index thereto, appropriately
adjusted. If the CPI ceases to be published and there is no successor thereto, such other
government or nonpartisan index or computation shall be used which would obtain a
substantially similar result as if the CPI had not been discontinued.
(3) Tonnage reports shall be provided to Lessor by January 15 of each year for
the preceding calendar year with the payment for each year due by no later than February 1
immediately following the end of each such year.
Except as expressly set forth in this Amendment, the Lease is hereby ratified and affirmed by
the Parties. In the event of a conflict between the teiiiis and conditions of the Lease and this
Amendment, the terms of this Amendment shall control. The Parties hereto acknowledge and agree
that the intent and purpose of this Amendment shall be considered and given full effect in any
interpretation of the Lease, and to this end, the Lease is hereby modified accordingly.
IN WITNESS THEREOF, the Parties have caused this Amendment to be executed by their
duly assigned officers, as of the date first above written.
SIGNATURE PAGE FOLLOWS
Gavilon Grain, LLC
By:
City of Dubuque, Iowa
By:
Name: 6/7. cal yr, Q rName: Roy D. Buol
Title:
Title: Mayor